TENNESSEE TECH UNIVERSITY

REQUEST FOR QUOTATION

Laboratory Sciences Building Furniture

Bid Due Date/Time

June 3, 2020

3:00 pm

Central Time

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1 INTRODUCTION

1.1 Background

Tennessee Tech University is a four-year comprehensive university located in Cookeville, Tennessee. Tennessee Tech is the state’s only technological university and currently enrolls more than 10,000 students. Tennessee Tech offers more than 40 bachelor’s and 20 graduate degree programs and 120 concentrations through its various academic divisions – the College of Agriculture and Human Ecology, College of Arts and Sciences, College of Business, College of Education, College of Engineering, College of Fine Arts, College of Graduate Studies, Whitson-Hester School of Nursing, and the College of Interdisciplinary Studies. Tennessee Tech also offers the PhD in education, engineering, and environmental science and maintains three Centers of Excellence, including the Center for Energy Systems Research, the Center for Manufacturing Research and the Center for the Management, Utilization and Protection of Water Resources. The Appalachian Center for Craft, a University satellite campus and an academic program offered through the College of Education, is a nationally accredited School of Art, Craft and Design, offering a Bachelor of Fine Arts degree with concentrations in clay, fibers, glass, metals and woods. Tennessee Tech has consistently achieved high rankings for academic excellence and affordability.

1.2 SCOPE OF WORK

Tennessee Tech intends to secure a contract with a qualified Contractor to provide the items as specified herein. Bid price to include all necessary shipping, handling and installation charges for complete installation and removal of all debris. Contractor is responsible for repair of any damage to University property by Contractor. Building has an elevator. Building drawings are viewable online. Contact Nina Scott at nscott@tntech.edu to request access.

The manufacturers specified are available via multiple competitively bid contracts, which are open to Tennessee Tech for use. Examples include, but are not limited to, State of Tennessee General Services or other state entities’ contracts, University of Tennessee contracts, Omnia Partners, Sourcewell, Buyboard, and qualifying contracts of E & I Cooperative. Through this RFQ, Tennessee Tech seeks to procure the specified goods and/or services at the most favorable, competitive prices and to give qualified businesses, including those that are small, minority, women, and service-disabled veteran owned, the opportunity to do business with Tennessee Tech.

Small-, minority-, women- and service-disabled veteran-owned businesses are strongly encouraged to register with the Governor’s Office of Diversity Business Enterprise (Go-DBE) to attain official certification. Tennessee Tech shall work with the successful Bidder and the Go-DBE Office as needed regarding registration/certification.

1.3 Pro Forma Contract

The attached Pro Forma Contract substantially represents the contract document that the successful Bidder MUST agree to and sign. Tennessee Tech may consider any bid that limits or changes any of the terms or conditions contained in the Pro Forma Contract non-responsive to RFQ requirements and reject it.

1.4 Nondiscrimination

No person on the grounds of disability, age, race, color, religion, sex, national origin, veteran status or any other classification protected by federal or Tennessee constitutional or state laws shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract. The Contractor shall, upon request, show proof of such nondiscrimination, and shall post in conspicuous places, available to all employees and applicants, notice of nondiscrimination.

Tennessee Tech has designated the following to coordinate compliance with the nondiscrimination

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requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and applicable federal regulations.

Greg Holt Compliance Officer gholt@tntech.edu Phone: 931-372-6062

1.5 Assistance to Bidders with a Disability

A Bidder with a disability may receive accommodation relating to the communication of this RFQ and participation in this RFQ process. A Bidder may contact the RFQ Coordinator to request reasonable accommodation no later than the Disability Accommodation Request Deadline in the RFQ Section 2, Schedule of Events.

1.6 RFQ Communications

1.6.1 Unauthorized contact regarding this RFQ with employees or officials of Tennessee Tech other than the RFQ Coordinator named below may result in disqualification from this procurement process.

1.6.1.1 Interested parties must direct all communications regarding this RFQ to the following RFQ Coordinator, who is Tennessee Tech’s only official point of contact for this RFQ.

Judy Hull, Director of Purchasing & Contracts Tennessee Tech University Derryberry Hall, Suite 301 1 William L. Jones Drive Campus Box 5144 Cookeville, TN 38505

Phone: 931-372-3452 Email: JMHull@tntech.edu

1.6.2 Tennessee Tech has assigned the following RFQ identification number that must be referenced in all communications regarding the RFQ:

RFQ – LABORATORY SCIENCES BUILDING FURNITURE

1.6.3 Any oral communication shall be considered unofficial and non-binding with regard to this RFQ. Only Tennessee Tech’s official, responses and communications, as defined in Section 1.6.7 below, shall be considered binding with regard to this RFQ. Tennessee Tech’s official responses and other official communications pursuant to this RFQ shall constitute an amendment of this RFQ.

1.6.4 The RFQ Coordinator must receive all written comments, including questions and requests for

clarification, no later than the Written Comments Deadline in the RFQ Section 2, Schedule of Events.

1.6.5 Each Bidder shall assume the risk of the method of dispatching any communication or bid to Tennessee

Tech. Tennessee Tech assumes no responsibility for delays or delivery failures resulting from the method of dispatch. Actual or digital “postmarking” of a communication or bid to Tennessee Tech by the specified deadline date shall not substitute for actual receipt of a communication or bid by Tennessee Tech.

1.6.6 Tennessee Tech reserves the right to determine, at its sole discretion, the appropriate and adequate

responses to written comments, questions, and requests for clarification.

1.6.7 Tennessee Tech will convey all official responses and communications pursuant to this RFQ via Internet posting at https://www.tntech.edu/purchasing/upcomingbids. It is the Bidders’ responsibility to access this website to obtain updates to information as needed to submit a response to the most current information issued by Tennessee Tech.

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1.6.8 Only Tennessee Tech’s official, written responses and communications shall be considered binding with regard to this RFQ.

1.7 Bid Deadline

Bids must be submitted no later than the Bid Deadline time and date detailed in the RFQ Section 2, 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. It is the responsibility of the Bidder to ascertain any additional requirements with respect to packaging and delivery to Tennessee Tech. Bidders should be mindful of any potential delays whether foreseeable or unforeseeable.

1.8 Written Questions/Answer Period

A question and answer period deadline is defined in the RFQ Section 2, Schedule of Events. The purpose of the written question/answer period is to allow Bidders to submit any questions they may have regarding the RFQ. To ensure accurate, consistent responses to all known potential Bidders, the official response to questions will be issued by Tennessee Tech as described in RFQ Sections 1.6, et seq., above and on the date in the RFQ Section 2, Schedule of Events.

2 RFQ SCHEDULE OF EVENTS

The following Schedule of Events represents Tennessee Tech'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: Tennessee Tech reserves the right, at its sole discretion, to adjust this schedule, as it deems necessary. Tennessee Tech will communicate any adjustment to the Schedule of Events via internet posting - see Section 1.6.7.

EVENT

TIME

DATE (all dates are Tennessee Tech

business days)

1. Tennessee Tech Issues RFQ May 6, 2020

2. Disability Accommodation Request Deadline Noon May 20, 2020

3. Pre-Bid Written Questions Deadline Noon May 20, 2020

4. Tennessee Tech Responds to all Questions 4:30pm May 22, 2020

5. Bid Deadline and Opening of Bids 3:00pm June 3, 2020

6. Tennessee Tech Issues Intent to Award Letter and

Opens RFQ Files for Public Inspection

June 12, 2020

7. Award of Contract

June 19, 2020

8. Contract Effective Date Upon final execution

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3 BID REQUIREMENTS

Each Bidder must submit a bid in response to this RFQ with the most favorable terms that the Bidder can offer. Tennessee Tech reserves the right to further clarify and request amended bids and/or to negotiate with the best evaluated Bidder subsequent to award recommendation but prior to contract execution if deemed necessary by Tennessee Tech. Any amendment or negotiation shall be within the scope of the original procurement. Tennessee Tech may initiate negotiations which serve to alter the bid/bid in a way favorable to Tennessee Tech. For example, prices may be reduced, time requirements may be revised, etc. In no event shall negotiations increase the cost or amend the bid such that the apparent successful Bidder no longer offers the best bid.

3.1 Bid Form and Delivery

3.1.1 Tennessee Tech must receive all bids in response to this RFQ, at the following address, no later than the Bid Deadline time and date in the RFQ Section 2, Schedule of Events. Late bids will not be considered and will remain unopened and filed in the RFQ file.

Purchasing and Contracts Office Tennessee Tech University Campus Box 5144 Derryberry Hall Suite 301 1 William L. Jones Drive Cookeville, TN 38505

3.1.2 Unless otherwise set out in the RFQ, acceptable delivery is only to the Purchasing and Contracts

Office. Delivery to another campus office or location is not considered acceptable delivery. 3.1.3 A bid must be typewritten or hand-written in ink. A Bidder may not deliver a bid orally or solely by

means of electronic transmission. 3.1.4 Bid must be signed by an authorized signatory for the Bidder.

4 GENERAL REQUIREMENTS & CONTRACTING INFORMATION

4.1 Bidder Required Review and Waiver of Objections

Each Bidder must carefully review this RFQ and all attachments, and submit any questions regarding the RFQ in writing no later than the Written Comments Deadline in the RFQ Section 2, Schedule of Events. This will allow issuance of any necessary amendments and help prevent the necessity of cancelling the RFQ. Building drawings are viewable online. Contact Nina Scott at nscott@tntech.edu to request access.

4.2 RFQ Amendment and Cancellation

Tennessee Tech reserves the unilateral right to amend this RFQ at any time. If an RFQ amendment is issued, Tennessee Tech will communicate such amendment via Internet posting at https://www.tntech.edu/purchasing/bidopportunities.php . Each bid must respond to the final written RFQ and any exhibits, attachments, and amendments.

Tennessee Tech 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 Tennessee Tech 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. Tennessee Tech may consider any bid that does not comply with all of the terms, conditions, and requirements of this RFQ to be non-responsive and reject it.

4.3.3 A bid of alternate goods and/or goods and/or services (i.e., a bid that offers goods and/or services different from those requested by this RFQ) shall be considered non-responsive and rejected.

4.3.4 A Bidder may not restrict the rights of Tennessee Tech or otherwise qualify a bid. Tennessee Tech may

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determine such a bid to be a non-responsive counteroffer, and the bid may be rejected.

4.3.5 A Bidder shall not submit multiple bids in different capacities. This prohibited action shall be defined as a Bidder submitting one bid as a prime contractor and a second Bidder submitting a bid with the first Bidder offered as a subcontractor. This restriction does not prohibit different Bidders from offering the same subcontractor as a part of their bids, provided that the subcontractor does not also submit a bid as a prime contractor. Submitting multiple bids in different capacities may result in the disqualification of all Bidders knowingly involved.

4.3.6 Tennessee Tech shall reject a bid if the bid 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, Tennessee Tech shall consider any of the foregoing prohibited actions to be grounds for bid rejection or contract termination.

4.3.7 Tennessee Tech shall not consider a response from an individual who is, or within the past six (6) months has been, a State employee. For purposes of this RFQ:

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

4.3.7.2 A contract with or a response from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or bid from the employee; and

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

4.3.8 Tennessee Tech reserves the right, at its sole discretion, to waive a bid’s variances from full compliance with this RFQ. If Tennessee Tech 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 Tennessee Tech 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 Assignment & Subcontracting

4.5.1 The Contractor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFQ without Tennessee Tech’s prior approval. Tennessee Tech may, at its sole discretion, refuse approval of any subcontract, transfer, or assignment.

4.5.2 If a Bidder intends to use subcontractors, the Bidder must specifically identify the scope and

portions of the work each subcontractor will perform.

4.5.3 Unless Tennessee Tech expressly disapproves of a subcontractor named in a bid prior to Contract signing, the subcontractor is considered an approved subcontractor.

4.5.4 After Contract award, a Contractor may only substitute an approved subcontractor with Tennessee Tech’s prior, written approval.

4.5.5 Notwithstanding any Tennessee Tech approval relating to subcontracts, the Bidder who is awarded a

contract pursuant to this RFQ will be the prime contractor and will be responsible for all work under the Contract.

4.6 Right to Refuse Personnel

Tennessee Tech, at its sole discretion and notwithstanding any prior approval, reserves the right to refuse any personnel, of the prime contractor or a subcontractor providing goods and/or services. Tennessee Tech will document in writing the reason(s) for any rejection of personnel.

4.7 Financial Stability

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Prior to award of a Contract, Tennessee Tech may require the successful Bidder to provide information to demonstrate financial stability and capability.

4.8 Bid Withdrawal

A Bidder may withdraw or amend a Bid before the submission deadline. After Bid submission deadline, a Bidder will be permitted to withdraw a Bid only where the enforcement of the Bid would impose unconscionable hardship on the Bidder. Bidder must submit a written request to the Purchasing and Contracts Office to request withdrawal of a Bid after submission deadline.

4.9 Bid Errors and Amendments

At the option of Tennessee Tech, 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 submission deadline.

4.10 Bid Preparation Costs

The Bidder is responsible for all costs associated with the preparation, submittal, or presentation of any bid.

4.11 Continued Validity of Bids

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

4.12 Disclosure of Bid Contents

4.12.1 Each bid and all materials submitted to Tennessee Tech in response to this RFQ shall become the property of Tennessee Tech. 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.

4.12.2 Upon the completion of bid evaluation, indicated by public release of a Letter of Intent to Award, Tennessee Tech will make the bids and associated materials open for review by the public in accordance with Tennessee law. By submitting a bid, the Bidder acknowledges and accepts that the bid contents and associated documents shall become open to public inspection in accordance with said statute. Notations on bids that materials submitted be kept confidential will not be honored. All bid documents and contracts become public records in accordance with applicable statute(s).

4.12.3 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.

4.13 Contract Approval

The RFQ and the successful bidder selection processes do not obligate Tennessee Tech 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 Tennessee Tech obligations pursuant thereto shall commence only after the Contract is fully executed by the appropriate authorities.

4.14 Contractor Performance

The Contractor will be responsible for the delivery of all acceptable goods or the satisfactory completion of all goods and/or services set out in this RFQ (including attachments) as may be amended. All goods and/or services are subject to inspection and evaluation by Tennessee Tech. Tennessee Tech will employ all reasonable means to ensure that goods delivered and/or services rendered are in compliance with the Contract, and the Contractor must cooperate with such efforts.

4.15 Severability

If any provision of this RFQ is declared invalid, the surviving provisions will remain enforceable.

4.16 Policy and Guideline Compliance

This RFP and any award made hereunder are subject to the RFQ – Standard Terms and Conditions and Tennessee Tech’s policies at www.tntech.edu .

4.17 Protest Procedures

A copy of Tennessee Tech’s bid protest procedures are available upon request. Contact the RFQ

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coordinator for this information.

4.18 Bid Evaluation and Contract Award Process

4.18.1 Tennessee Tech reserves the right to award the bid based on low bid by manufacturer, any combination of manufacturers or total low bid for all manufacturers combined. Multiple contracts may be awarded as a result of the bids.

4.18.2 Contract will be awarded based on the lowest cost bid(s) meeting all requirements.

4.18.3 The RFQ Coordinator will forward the results of the bid evaluation process to the appropriate Tennessee Tech official who will consider the bid evaluation process results and all pertinent information available to make a determination about the contract award. Tennessee Tech reserves the right to make an award without further discussion of any bid.

4.18.4 After the appropriate official’s determination, Tennessee Tech will issue an Intent to Award to identify the apparent best-evaluated bid. 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.

4.18.5 If Tennessee Tech determines that the apparent best-evaluated bid is non-responsive and rejects the bid, the RFQ Coordinator will re-calculate scores for each responsive Cost Bid to determine the new, apparent best-evaluated bid.

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ATTACHMENT 6.1

CONTRACTOR REQUIREMENTS FORM In order to comply with statutory requirements and/or regulations, Tennessee Tech requires contractors to provide following information prior to the issuance of the contract. Please complete all information and sign as directed.

I. Ownership Information 1. Contractor Legal Entity Name (Name used for tax filing purposes): ________________________________________________

2. Is Contractor a permanent resident or citizen of the US?

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 (MO)*

Woman (WO)*

Small (SB)*

State of TN Agency

Service-Disabled Veteran (SV)*

Certified Disabled (DB)*

*For further information regarding the above classifications, visit https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-certification-overview.html. All vendors are encouraged to apply to become certified with the Tenn. Governor’s Office of Diversity Business Enterprise.

4. Minority / Ethnicity Code (Check one):

African American (MA)

Native American (MN)

Hispanic American (MH)

Asian American (MS)

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-Owned Woman-Owned Service-Disabled Veteran

Certified Disabled

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. Sales and Use Tax.

As a contractual requirement under Tennessee law, vendors who contract with the state of Tennessee must be registered to collect sales tax if they make sales that are subject to the Tennessee sales and use tax. If you are already registered to collect Tennessee sales and use tax, please provide your registration number: _________________________________ (Note: This number is NOT your federal ID number.) If you are not registered, please go to Tennessee Taxpayer Access Point (TNTAP) and under the header “Registration”, select TN Vendor Contract Questionnaire. This will open a survey designed to evaluate whether you must register for sales and use tax. Based on your responses, you will be directed to either register or will be provided with a letter of exemption from sales tax collection. Please

provide a copy of the exemption letter or evidence of registration to Tennessee Tech to satisfy this contractual requirement.

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ATTACHMENT 6.2 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 “Tennessee Tech” and [CONTRACTOR LEGAL ENTITY NAME], hereinafter referred to as the “Contractor,” is for the provision of [BRIEF DESCRIPTION OF THE SERVICE], as further defined in the "SCOPE OF GOODS AND/OR SERVICES."

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. The Contractor shall provide all items as specified herein, including all labor, materials and other costs to provide complete delivery, installation and job site clean-up. See Attachment A for list of items.

B. CONTRACT TERM:

B.1. Contract Term. This Contract shall be effective for the period commencing on final execution and ending one (1) year thereafter or upon completion of installation, whichever is sooner.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of Tennessee Tech under this Contract exceed [WRITTEN DOLLAR AMOUNT] [$NUMBER AMOUNT].

C.2. Compensation Firm. The amounts contained in the Contract are firm and are not subject to increase unless the Contract is amended.

C.3. Payment Method. The Contractor shall submit invoices, in form and substance acceptable to Tennessee

Tech with all of the necessary supporting documentation, prior to any payment. Such invoices shall be submitted for completed services.

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

https://www.tntech.edu/purchasing/bidopportunities.php Bid price is inclusive of all travel.

C.5. Payment of Invoice. The payment of an invoice by Tennessee Tech shall not prejudice Tennessee Tech's

right to object to or question any invoice or matter in relation thereto. Such payment by Tennessee Tech 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.

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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 Tennessee Tech, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute proper remuneration for compensable goods and/or services.

D. CONTRACTOR RESPONSIBILITIES:

D.1. Contract includes all necessary shipping, handling and installation for inside delivery to building, complete

installation and removal of all debris. Building has an elevator.

D.2. Contractor must be on site to accept any and all deliveries. Tennessee Tech will not accept deliveries on behalf of the Contractor.

D.3. Contractor is responsible for repair of any damage to University property by Contractor. D.4. Contractor shall schedule all delivery and installation with the Project Manager, Dan Warren,

dwwarren@tntech.edu or (931) 372-3727.

E. GENERAL TERMS AND CONDITIONS:

E.1. Tennessee Tech is not bound by this Contract until it is executed by its authorized official(s). The person signing on behalf of Contractor represents s/he is authorized to enter into this Contract on behalf of the entity named in the Contract. The Parties agree that this Contract may be executed in counterparts, executed electronically, and transmitted electronically.

E.2. This Contract may be amended only through a written amendment signed by the Parties’ authorized officials.

E.3. Boiler plate agreements such as click-wrap, browse-wrap or shrink-wrap agreements are not binding on Tennessee Tech. Pursuant to T.C.A. § 9-8-307(a)(1)(L), no contract is binding on Tennessee Tech unless it is a written contract executed by one (1) or more state officers or employees with authority to execute the contract.

E.4. If Contractor fails to timely or properly perform its obligations, or violates any term of this Contract, Tennessee Tech may immediately terminate this Contract and withhold payments in excess of fair compensation for completed services. Contractor is liable to Tennessee Tech for damages sustained by virtue of Contractor’s breach and agrees to pay Tennessee Tech’s attorney fees to enforce the Contract terms.

E.5. Contractor shall not assign or subcontract any portion of this Contract without Tennessee Tech’s prior written consent.

E.6. Contractor certifies its compliance with applicable federal and state laws, rules and regulations and Tennessee Tech policies with respect to Conflict of Interest, including, but not limited to the following:

a. Pursuant to T.C.A. § 12-4-103, Contractor acknowledges that it is unlawful for any state official or employee to bid on, sell, or offer for sale, any merchandise, equipment or material, or similar commodity, to the state of Tennessee during the tenure of such official's or employee's office or employment, or for six (6) months thereafter, or to have any interest in the selling of the same to the state;

b. Pursuant to TTU Policy 132, Conflict of Interest, Tennessee Tech prohibits purchases of merchandise, equipment, materials or similar commodities from a Tennessee Tech employee’s business or from a family member’s business. Family member, as defined by the policy, means a spouse or child dependent or non-dependent of Tennessee Tech employee, unless otherwise defined by statute.

c. Pursuant to TTU Policy 132, Conflict of Interest, Tennessee Tech prohibits service contracts with an individual who is, or within the past six months has been a state employee. Contracts with the employee’s spouse, a company or corporation in which a controlling interest is held by any state employee or the employee’s spouse shall be considered, for the purpose of applying this rule, to be a contract with said individual.

E.7. No person on the grounds of disability, age, race, color, religion, sex, national origin, veteran status or

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any other classification protected by federal, or Tennessee constitutional or state laws shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract. 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.8. The State of Tennessee and Tennessee Tech shall be entitled to monitor this Contract to the extent allowed by T.C.A. § 12-3-602, and Contractor shall maintain books and records related to this Contract for three (3) years from the date of final payment.

E.9. Either party’s failure to insist in any one or more cases upon the strict performance of any term, covenant, condition, or provision of this Contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision.

E.10. If any provision of this Contract is held invalid, the surviving provisions will remain enforceable.

E.11. Contractor is an independent contractor and is not an agent of the State whatsoever.

E.12. Contractor agrees to carry adequate public liability and other appropriate forms of insurance and to pay all applicable taxes incident to this Contract. Tennessee Tech reserves the right to establish appropriate insurance requirements as it sees fit.

E.13. The State of Tennessee is self-funded and does not carry or maintain commercial general liability insurance or medical, professional or hospital insurance. Contractor agrees that the Tennessee Claims Commission shall have exclusive jurisdiction to resolve complaints related to this Contract.

E.14. Should an event (e.g., war, act of God, riot, natural disaster, etc.) beyond a party’s reasonable control occur, that party will be excused from performing its obligations under the contract, provided the following provisions are met: (1) The affected party must promptly notify the other party of the occurrence of the event, its effect on performance, and how long that party expects it to last, and (2) the affected party shall update that information as reasonable necessary and use reasonable efforts to limit damage to the other party and to resume its performance under this Contract.

E.15. This Contract shall be governed by the laws of the State of Tennessee without regard to its choice of law principles. Contractor shall comply with all applicable federal, state and local laws and regulations and applicable Tennessee Tech policies and procedures.

E.16. This Contract is subject to the appropriation and availability of state and/or federal funds. Pursuant to T.C.A. § 12-3-305(c)(2), Tennessee Tech may, upon written notice to Contractor, terminate the Contract at the end of any fiscal year in the event that funds are not appropriated or are otherwise unavailable for the Contract’s continuance.

E.17. Contractor agrees to indemnify and hold harmless Tennessee Tech as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, causes of action, and attorney fees 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 behalf.

E.18. Pursuant to T.C.A. § 12-3-309(b), Contractor attests 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 who will utilize the services of illegal immigrants in the performance of this Contract.

E.19. Contractor certifies that Contractor has either registered with the State of Tennessee’s Department of Revenue for or does not make sales of goods or services that are subject to the collection of Tennessee sales and use tax, as required by T.C.A. § 12-3-306, and will provide proof of compliance upon request.

E.20. Contractor agrees, as applicable, to comply with relevant National Collegiate Athletic Association (NCAA) legislation, interpretations and policies, located on the NCAA website and as amended from time to time, on the use of a student-athlete’s name or likeness. This duty to comply includes, but is not limited to, the requirements found in the relevant NCAA Division Manual, such as NCAA Rule 12.5.2 “Use of Student Athlete Name or Likeness.” Contractor further agrees to immediately report any real or suspected violation of the NCAA legislation, interpretations, and/or policies to Amanda Thatcher, at AMiller@tntech.edu.

E.21. Contractor certifies, under penalty of perjury, that to the best of its knowledge and belief, neither it nor any of its subcontractors, if applicable, is on the Iran Divestment Act (T.C.A. §§ 12-12-101 et seq.) list of entities or persons ineligible to contract with the State of Tennessee.

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E.22. Contractor agrees that, if applicable to this Contract, Tennessee Tech will possess all rights to any creations, inventions, other intellectual property, and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of the Contractor’s performance under the contract. The Parties acknowledge and agree that Contractor’s work under this Contract shall belong to Tennessee Tech as "work-made-for-hire" (as such term is defined in U.S. Copyright Law). To the extent Contractor’s work is not deemed to constitute “work-made-for-hire,” Contractor hereby assigns and transfers to Tennessee Tech all of Contractor’s right, title and interest in and to any creations, inventions, other intellectual property, and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of Contractor’s performance under this Contract.

E.23. 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.

E.27. Tennessee Tech collects the information Contractor provides to it for the purpose fulfilling its obligations

under this Contract. Tennessee Tech will share the information Contractor provides only to the extent

required by law. Tennessee Tech will store Contractor’s personal data consistent with its policies on

document retention, which can be accessed through this link: https://www.tntech.edu/policies/ . If

Contractor is a resident of the European Economic Area (“EEA”) and has standing under the General

Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016,

Contractor may have the right (i) to request from Tennessee Tech access to and rectification or erasure

of personal data or restriction of processing; (ii) to object to processing; (iii) to data portability and (iv) to

lodge a complaint with a supervisory authority in the EEA. By providing personal data to Tennessee

Tech, Contractor consents to the processing of its data for the purposes described above.

E.28. All Informational Material and Technology (IMT) developed, purchased, upgraded or renewed by or for

the use of Tennessee Tech will comply with all applicable Tennessee Tech policies, Federal and State

laws and regulations including, but not limited to, the accessibility guidelines set forth in Web Content

Accessibility Guidelines 2.0 A & AA, EPub3 Accessibility guidelines, Section 508 and all other regulations

promulgated under Section 504 of the Rehabilitation Act and Title II of The Americans with Disabilities

Act as amended. Further:

a. Compliance means that a person with a disability can acquire the same information, engage in

the same interactions, and enjoy the same services as a person without a disability, in an

equally effective and integrated manner, with substantially equivalent ease of use.

b. Contractor warrants that any IMT purchased by, developed, upgraded or renewed for

Tennessee Tech will comply with the aforementioned accessibility guidelines and Contractor will

provide accessibility testing results, written documentation verifying accessibility including the

most recent VPAT for the product/service identified in this document.

c. Contractor will promptly respond to and resolve accessibility issues/complaints, and to indemnify

and hold Tennessee Tech harmless in the event of claims arising from inaccessibility of

Contractor’s product(s) or service(s).

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E.29. If applicable to this Contract, Tennessee Tech’s Data Privacy and Security Terms and Conditions and/or

GDPR Data Protection Addendum shall by reference be included as an integral part of this Contract.

F. SPECIAL TERMS AND CONDITIONS:

F.1. Communications and Contacts.

Tennessee Tech: Dan Warren Interim Associate Vice President for Facilities & Business Services Tennessee Tech University Campus Box 5041 220 West 10th Street Cookeville, TN 38505 Phone: 931-372-3727 Email: dwwarren@tntech.edu

With a copy to:

Judy Hull, Director Purchasing and Contracts Tennessee Tech University Campus Box 5144 Cookeville, TN 38505 Phone: 931-372-3452 Email: jmhull@tntech.edu

The Contractor: [NAME AND TITLE OF CONTRACTOR CONTACT PERSON] [CONTRACTOR NAME] [ADDRESS] [TELEPHONE NUMBER] [FACSIMILE NUMBER] [EMAIL ADDRESS]

All instructions, notices, consents, demands, or other communications shall be sent in a manner that verifies proof of delivery. No changes to the Contract effective unless agreed to, in writing, by both parties.

F.2. Tennessee Tech Furnished Property. If applicable to this Contract, the Contractor shall be responsible for the correct use, maintenance, and protection of all articles of nonexpendable, tangible, personal property furnished by Tennessee Tech for the Contractor’s temporary use under this Contract. Upon termination of this Contract, all property furnished shall be returned to Tennessee Tech 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 Tennessee Tech for the residual value of the property at the time of loss.

F.3. Contract Documents. Included in this Contract by reference are the following documents:

a. This Contract document and its attachments b. Tennessee Tech’s Request for Quotation for Laboratory Sciences Furniture, and its associated

amendments

c. The Contractor’s Bid dated .

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.4. Prohibited Advertising. The Contractor shall not refer to this Contract or the Contractor’s relationship with

Tennessee Tech hereunder in commercial advertising in such a manner as to state or imply that the Contractor or the Contractor's goods and/or services are endorsed.

F.5. Contractor Commitment to Diversity. The Contractor shall assist Tennessee Tech in monitoring the

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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 Tennessee Tech in form and substance as required by Tennessee Tech.

In witness whereof, the duly authorized representative of each party has executed this Addendum.

CONTRACTOR: By:_______________________________________ Name: ___________________________________ Title: ____________________________________ Date: ___________________________________

TENNESSEE TECHNOLOGICAL UNIVERSITY: By: ___________________________________ Name: ________________________________ Title:__________________________________ Date:__________________________________

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ATTACHMENT A COST SHEET

INFORMATION TO BE INSERTED PER RFQ RESPONSE

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ATTACHMENT B

ATTES T ATIO N RE PERSONNEL USE D IN CO NTR ACT PERFO RM ANCE

CONTRACTOR LEGAL ENTITY NAME:

FEDERAL EMPLOYER IDENTIFICATION NUMBER:

The Contractor, identified above, does hereby attest, certify, warrant, and assure that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract.

SIGNATURE & DATE:

NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. If said individual is not the chief executive or president, this document shall attach evidence showing the individual’s authority to contractually bind the Contractor.