RFP - Bookstore Operation

1 TENNESSEE TECHNOLOGICAL UNIVERSITY Request for Proposal Bookstore Operation Proposal Due Date/Time: December 23, 2021 3:00 p.m. Central Standard Electronic copies of this Request for Proposal available at www.tntech.edu/purchasing. Click on the “Upcoming Bid Opportunities” link and then on the appropriate document link(s) or by contacting Donna Wallis at dwallis@tntech.edu http://www.tntech.edu/purchasing mailto:dwallis@tntech.edu 2 CONTENTS SECTION 1 INTRODUCTION 2 RFP SCHEDULE OF EVENTS 3 PROPOSAL REQUIREMENTS 4 GENERAL REQUIREMENTS & CONTRACTING INFORMATION 5 PROPOSAL EVALUATION & CONTRACT AWARD RFP ATTACHMENTS: 6.1 Contractor Requirements Form 6.2 Pro Forma Contract 6.3 Proposal Transmittal/Statement of

Certifications & Assurances 6.4 Project Narrative and Documentation 6.5 Technical Proposal & Evaluation Guide Section A – Mandatory Requirements Section B – Qualifications & Experience Section C – Technical Approach 6.6 Financial Proposal & Scoring Guide 6.7 Proposal Score Summary Matrix 6.8 Sample Performance Bond 6.9 Listing of State and Higher Education Institutions 3 1 INTRODUCTION 1.1 Introduction Tennessee Tech University is a four-year comprehensive university located in Cookeville, Tennessee, and is the state’s only technological university, currently enrolling more than 10,000 students. Tennessee Tech offers more than 200 academic programs 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, the College of Interdisciplinary Studies, and the Whitson-Hester School of Nursing Tennessee Tech also offers the PhD in education, engineering, and environmental science and maintains seven research centers, including three Centers of Excellence, (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 Fine Arts, 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. Athletics is the front porch to Tennessee Tech and serves as a rallying point as well as a public relations outlet for University activities by striving to bring positive recognition to Tennessee Tech through a program built on excellence, integrity and enthusiasm. Athletics aims to provide the same experience and exposure for its corporate partners. Athletics brings about 250,000 spectators to campus each year during various events hosted in its facilities. The TTU women’s basketball team led the Ohio Valley Conference (OVC) in attendance for the 2018-19 season bringing over 27,000 fans to the Hooper Eblen Center. In 2018, the TTU baseball team traveled to Texas to compete in the NCAA Super Regionals and provided a national spotlight for Tennessee Tech, Athletics and its sponsors. Through the OVC partnership with ESPN+, all home football, men’s and women’s basketball, and volleyball events are broadcast with an additional 30+ broadcasts covering soccer, baseball and softball events providing brand awareness to sponsors worldwide. During the past year, the TTUsports.com website received 412,229 unique users totaling 1,850,473 page views on the site. Tech Athletics was extremely active on social media outlets, Twitter and Facebook, and remained one of the most followed athletics programs in the OVC on Twitter, with nearly 15,000 followers. Athletics strives to be a loyal partner and aims to provide long-term brand affinity for its sponsors and their products. 1.2 Statement of Purpose Tennessee Tech wishes to secure a contract for the operation of its University Bookstore and invites creative ideas and options as to how best to meet the needs of its campus population through the Bookstore operation. Tennessee Technological University has issued this Request for Proposal (RFP) to define the University's minimum service requirements; solicit proposals; detail proposal requirements; and, outline the University’s process for evaluating proposals and selecting the Contractor. Tennessee Tech seeks a contractor that will share its commitment to quality products and excellent customer service. The contractor should provide the most favorable competitive prices while 4 maximizing its return on investment. Finally, the contractor must give all qualified businesses, including those that are small, minority, or women-owned an opportunity to do business with Tennessee Tech as contractors and subcontractors. Vendors must complete the Contractor Requirements Form (See Attachment 6.1 for form and classification definitions) The goals Tennessee Tech has for this RFP are: • Competitive pricing of textbooks and course materials for students; • Stable and favorable financial return; • Innovative sales approach and bookstore operation; 1.3 Scope of Service, Contract Period, Payment and Required Terms and Conditions The RFP Attachment 6.2, Pro Forma Contract details Tennessee Tech’s required:  Scope of Services in Section A;  Contract Term in Section B;  Financial Terms and Conditions in Section C;  Off-Campus Competition in Section D;  University Responsibilities in Section E;  Contractor Responsibilities in Section F;  Purchasing, Delivery and Storage in Section G;  Customer Service in Section H;  Bookstore Security in Section I;  Marketing in Section J;  Management and Staff in Section K;  General Terms and Conditions in Section L; and,  Special Terms and Conditions in Section M. The Pro Forma Contract substantially represents the contract document that the Proposer selected by Tennessee Tech must agree to and sign. Proposers should review all sections of the Pro Forma Contract (including legal terms and conditions) and submit any questions regarding the Pro Forma Contract with the written questions to be submitted by the deadline identified in RFP Section 2, Schedule of Events. Sections not addressed shall be deemed to be accepted by Proposer. Tennessee Tech reserves the right to modify the terms of the Pro Forma Contract during the contract negotiation phase; however, such modifications shall not be such that the apparent successful Proposer no longer offers the best proposal. 1.4 Exclusivity 1.4.1 Contractor shall have the exclusive right to rent and sell new and used textbooks, course packs, trade books required for courses, paperback books required for courses, other educational materials and supplies, software (excluding software incidentally offered by the University), and textbooks, trade books required for courses and study aids published or distributed electronically, both on campus and on Tennessee Tech’s website on behalf of the University as the University Bookstore; and the non-exclusive right to sell other miscellaneous merchandise and services on campus. The University Bookstore is also the exclusive on-campus seller of Tennessee Tech licensed products, with the exception of items sold by the Student Recreation & Fitness Center, incidental sales by the Athletic Department of items not carried by the University Bookstore, and certain other departmental sales of items unique to their departments. 5 1.4.2 Contractor shall have the exclusive right to conduct a used book buyback program on Tennessee Tech owned and operated property. Tennessee Tech agrees that it will not authorize or permit anyone to offer or conduct a used book buyback program on the campus, nor to conduct any direct or indirect remote book buys on campus if Contractor chooses to do so. 1.4.3 The University Bookstore shall be granted the exclusive rights to accept the Tennessee Tech EagleCard for the purpose of purchasing textbooks. 1.4.4 Contractor shall have the exclusive right to host the only website linked directly from Tennessee Tech’s website for the sale of textbooks and course materials, as well as other items typically sold in college bookstores such as educational supplies, notebooks, stationery, desk and room accessories, gift items, class and alumni rings and jewelry and clothing bearing the University emblem, logo, insignia and other identifying marks, providing that this exclusive right applies only to those products being sold in the University Bookstore or on the University Bookstore web site. Exceptions to this exclusivity will be the Department of Athletics website, the TTU Alumni website, departmental websites promoting a particular event or program specific to its own discipline, and link(s) to Tennessee Tech contractor’s sites selling items for the University’s use, i.e. StaplesLink.com. 1.4.5 Contractor shall have the exclusive right to rent and/or sell graduation regalia and announcements on behalf of Tennessee. 1.4.6 Contractor shall have the exclusive right to include bookstore related promotional information in mailings, packets or flyers provided to students or prospective students by Tennessee Tech. 1.5 Nondiscrimination No person shall be excluded from participation in, be denied benefits of, be discriminated against in the admission or access to, or be discriminated against in treatment or employment in Tennessee Tech’s contracted programs or activities on the grounds of disability, age, race, color, religion, sex, veteran status, national origin, or any other classification protected by federal or Tennessee State Constitutional or statutory law; nor shall they be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of contracts with Tennessee Tech or in the employment practices of the University’s contractors. Accordingly, all vendors entering into contracts with Tennessee Tech shall, upon request, be required to show proof of such nondiscrimination and to post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. Tennessee Tech has designated the following to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and applicable federal regulations. Greg Holt Compliance Officer Tennessee Tech University Box 5037 Cookeville, TN 38505 Phone: 931-372-6062 gholt@tntech.edu mailto:gholt@tntech.edu 6 1.6 Assistance to Proposers with a Disability A Proposer with a disability may receive accommodation regarding the means of communicating this RFP and participating in this RFP process. A Proposer with a disability should contact the RFP Coordinator to request reasonable accommodation no later than the Disability Accommodation Request Deadline in the RFP Section 2, Schedule of Events. 1.7 RFP Communications 1.7.1 Unauthorized contact regarding this RFP with employees or officials of Tennessee Tech other than the RFP Coordinator named below may result in disqualification from this procurement process. Interested Parties must direct all communications regarding this RFP to the following RFP Coordinator, who is Tennessee Tech’s only official point of contact for this RFP. Donna Wallis Director of Purchasing and Contract Derryberry Hall 1 William L. Jones Drive, Suite 301 Box 5144 Cookeville, TN 38505 Phone: 931-372-3492 Fax: 931-372-3727 dwallis@tntech.edu 1.7.2 Tennessee Tech has assigned the following RFP identification that must be referenced in all communications regarding the RFP: RFP-BOOKSTORE OPERATION 1.7.3 Each Proposer shall assume the risk of the method of dispatching any communication or proposal to Tennessee Tech. Tennessee Tech assumes no responsibility for delays or delivery failures resulting from the method of dispatch. Actual or electronic “postmarking” of a communication or proposal to Tennessee Tech by a deadline date shall not substitute for actual receipt of a communication or proposal by the University. 1.7.4 Tennessee Tech will convey all official responses and communications pursuant to this RFP by posting them on its website at https://www.tntech.edu/purchasing/bidopportunities.php It is the responsibility of each bidder to monitor this site in order to obtain any new and/or additional information that may be distributed relative to this RFP. Proposals must address all additional correspondence as needed. 1.7.5 Only Tennessee Tech’s official, written responses and communications shall be considered binding with regard to this RFP. Any oral communications shall be considered unofficial and non-binding with regard to this RFP. 1.8 MANDATORY Pre-Proposal Conference 1.8.1 A MANDATORY PRE-PROPOSAL CONFERENCE for all prospective contractors is scheduled on the date noted in RFP Section 2, Schedule of Events. Attendance at the Pre-Proposal Conference is a prerequisite for submitting a proposal. Proposals will be accepted only from those Proposers who are represented at this Pre-Proposal Conference. Interested Proposers must contact the RFP Coordinator at least two (2) days prior to the conference to receive details about the meeting. https://www.tntech.edu/purchasing/bidopportunities.php 7 1.8.2 The purpose of this conference is to allow potential contractors an opportunity to present questions and obtain clarification of any portion of this RFP. Tennessee Tech may also address any additional items and/or clarifications it feels necessary. Proposer’s questions will be recorded in writing. Tennessee Tech will formulate its official response to these questions and the questions/answers and other comments will comprise an addendum to the RFP. Any and all addenda will be distributed to the bidders by posting on Tennessee Tech’s Purchasing and Contracts website at https://www.tntech.edu/purchasing/bidopportunities.php . Only Tennessee Tech’s written responses to questions shall be binding upon the University. 1.8.3 Proposers should bring a copy of the RFP to the conference. 1.9 Written Question/Answer Period 1.9.1 In addition to the Pre-Proposal Conference, a written question and answer period deadline is identified in the RFP Section 2, Schedule of Events. The purpose of the written question/answer period is to allow Proposers to submit any questions they may have in regard to the RFP, which may be in addition to those raised at the Pre-Proposal Conference. Written questions received will be added to those recorded from the Pre-Proposal Conference and included in the addendum noted in Section 1.8.2 above. 1.9.2 It is the responsibility of each Proposer to examine the RFP, including all attachments and submit questions within the identified time period. Tennessee Tech is not obligated to address questions not received within the question/answer period identified in the Schedule of Events. 1.9.3 Tennessee Tech reserves the right to determine, at its sole discretion, the appropriate and adequate responses to written comments, questions, and requests for clarification. Tennessee Tech’s official responses and other official communications pursuant to this RFP shall constitute an amendment of this RFP. 1.10 Proposal Deadline Proposals must be submitted no later than the Proposal Deadline time and date detailed in the RFP Section 2, Schedule of Events. A proposal must respond to the written RFP and any RFP exhibits, attachments, or amendments. A late proposal shall not be accepted, and a Proposer's failure to submit a proposal before the deadline shall cause the proposal to be disqualified. 1.11 Performance Bond Tennessee Tech shall require a performance bond upon approval of a contract pursuant to this RFP. The amount of the performance bond shall be in the sum of $500,000. https://www.tntech.edu/purchasing/bidopportunities.php 8 2 RFP 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. RFP SCHEDULE OF EVENTS NOTICE: Tennessee Tech reserves the right, at its sole discretion, to adjust this schedule as it deems necessary. EVENT TIME DATE (all dates are University business days) 1. Tennessee Tech Issues RFP November 1, 2021 2. Disability Accommodation Request Deadline 4:30 p.m. November 15, 2021 3. MANDATORY Pre-Proposal Conference & Site Visit November 22, 2021 4. Written Comments Deadline 4:30 p.m. December 1, 2021 5. Tennessee Tech Responds to Written Comments December 3, 2021 6. Proposal Deadline 3:00 p.m. December 23, 2021 7. Presentations by Proposers (if requested) January 10-14, 2022 8. Tennessee Tech Completes Technical Proposal Evaluations January 28, 2022 9. Tennessee Tech Opens Financial Proposals and Calculates Scores January 31, 2022 10. Tennessee Tech Issues Intent to Award Letter and Opens RFP Files for Public Inspection February 7, 2022 11. Contract Signing Period / Award of Contract March 1 – May 1, 2021 9 3 PROPOSAL REQUIREMENTS Each Proposer must submit a proposal in response to this RFP with the most favorable terms that the Proposer can offer. There will be no best and final offer procedure. However, Tennessee Tech reserves the right to further clarify or negotiate with the best evaluated Proposer subsequent to award recommendation but prior to contract execution if deemed necessary by University. Tennessee Tech may initiate negotiations which serve to alter the bid/proposal in a way favorable to the University. For example, prices may be reduced, time requirements may be revised, etc. In no event shall negotiations decrease the financial return to Tennessee Tech or amend the proposal such that the apparent successful Proposer no longer offers the best proposal. 3.1 Proposal Form and Delivery 3.1.1 Each response to this RFP must consist of a Technical Proposal and a Financial Proposal (as described below). 3.1.2 Each Proposer must submit one (1) original, one (1) electronic*, and eight (8) hardcopies of the Technical Proposal to Tennessee Tech in a sealed package that is clearly marked: “Technical Proposal in Response to RFP- BOOKSTORE OPERATION -- Do Not Open” *Electronic copy shall be on a USB drive packaged with the Technical Proposal. 3.1.3 As part of its Technical Proposal, Proposer shall include one (1) complete set of floor plans, drawings and information regarding their proposed design/renovation of the existing Bookstore space. No financial proposal information is to be included in any portion of the Technical Proposal. 3.1.4 Each Proposer must submit one (1) original, one (1) electronic*, and one (1) hardcopy of its Financial Proposal to Tennessee Tech in a separate, sealed package that is clearly marked: “Financial Proposal in Response to RFP- BOOKSTORE OPERATION -- Do Not Open” *Electronic copy shall be on a USB drive packaged with the Financial Proposal. 3.1.5 If a Proposer encloses the separately sealed proposals (as detailed above) in a larger package for mailing, the Proposer must clearly mark the outermost package: “Contains Separately Sealed Technical and Financial Proposals for RFP- BOOKSTORE OPERATION” 3.1.6 Tennessee Tech must receive all proposals in response to this RFP, at the following address, no later than the Proposal Deadline time and date in the RFP Section 2, Schedule of Events. Late proposals will not be considered and will remain unopened and filed in the RFP file. Tennessee Technological University Purchasing and Contracts Office 1 William L. Jones Drive Derryberry Hall, Room 301 Box 5144 Cookeville, TN 38505 3.1.7 A proposal must be typewritten or hand-written in ink. A Proposer may not deliver a proposal orally or solely by means of electronic transmission. 10 3.2 Technical Proposal 3.2.1 The RFP Attachment 6.5, Technical Proposal and Evaluation Guide details specific requirements for making a Technical Proposal in response to this RFP. This guide includes mandatory and general requirements as well as technical queries requiring a written response. NOTICE: NO FINANICAL INFORMATION SHALL BE INCLUDED IN THE TECHNICAL PROPOSAL. THIS INCLUDES REFERENCES TO ITEMS THAT ARE INCLUDED “FREE” OR “AT NO ADDITIONAL COST”, ETC. INCLUSION OF FINANCIAL INFORMATION IN THE TECHNICAL PROPOSAL MAY MAKE THE PROPOSAL NON-RESPONSIVE, AND TENNESSEE TECH MAY REJECT IT AT ITS SOLE DISCRETION. 3.2.2 Each Proposer must use the Technical Proposal and Evaluation Guide to organize, reference, and draft the Technical Proposal. Each Proposer should duplicate the Technical Proposal and Evaluation Guide and use it as a table of contents covering the Technical Proposal (adding proposal page numbers as appropriate). 3.2.3 Each proposal should be economically prepared, with emphasis on completeness and clarity of content. A proposal, 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 proposal pages should be numbered. 3.2.4 All information included in a Technical Proposal should be relevant to a specific requirement detailed in the Technical Proposal and Evaluation Guide. All information must be incorporated into a response to a specific requirement and clearly referenced. Any information not meeting these criteria will be deemed extraneous and will in no way contribute to the evaluation process. 3.2.5 Tennessee Tach may determine a proposal to be non-responsive and reject it if the Proposer fails to organize and properly reference sections of the Technical Proposal as required by this RFP and the Technical Proposal and Evaluation Guide; 3.2.6 Tennessee Tech may determine a proposal to be non-responsive and reject it if the Technical Proposal document fails to appropriately address/meet all of the requirements detailed in the Technical Proposal and Evaluation Guide 3.2.7 The Proposer must sign and date the Technical Proposal. Digital or electronic signatures are acceptable as the original signature. Failure to submit one (1) original with a signature will be cause for rejection of the proposal. 3.3 Financial Proposal 3.3.1 The Financial Proposal must be submitted to Tennessee Tech in a sealed package separate from the Technical proposal. 3.3.2 Each Financial Proposal must be recorded on an exact duplicate of the RFP Attachment 6.6, Financial Proposal and Scoring Guide. 3.3.3 Each Proposer shall ONLY record the proposed financial information exactly as required by the Financial Proposal and Evaluation Guide and shall NOT record any other rates, amounts, or information. 11 3.3.4 The proposed financial information shall incorporate all pricing and revenue information for the total contract period. 3.3.5 The Proposer must sign and date the original Financial Proposal. Digital or electronic signatures are acceptable as the original signature. Failure to submit one (1) original with a signature shall be cause for rejection of the proposal. 3.3.6 If a Proposer fails to submit a Financial Proposal as required, Tennessee Tech shall determine the proposal to be non-responsive and reject it. 4 GENERAL REQUIREMENTS & CONTRACTING INFORMATION 4.1 Proposer Required Review and Waiver of Objections Each Proposer must carefully review this RFP and all attachments, including but not limited to the Pro Forma Contract, for comments, questions, defects, objections, or any other matter requiring clarification or correction (collectively called “comments”). Comments concerning RFP objections must be made in writing and received by Tennessee Tech no later than the Written Comments Deadline in the RFP Section 2, Schedule of Events. This will allow issuance of any necessary amendments and help prevent the opening of defective proposals 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 Tennessee Tech, in writing, by the Written Comments Deadline. 4.2 RFP Amendment and Cancellation Tennessee Tech reserves the unilateral right to amend this RFP in writing at any time. If an RFP amendment is issued, Tennessee Tech will convey such amendment to the potential Proposers by posting it on its website at https://www.tntech.edu/purchasing/bidopportunities.php . Each proposal must respond to the final written RFP and any exhibits, attachments, and amendments. Tennessee Tech reserves the right, at its sole discretion, to cancel and reissue this RFP or to cancel this RFP in its entirety in accordance with applicable laws and regulations. 4.3 Proposal Prohibitions and Right of Rejection 4.3.1 Tennessee Tech reserves the right, at its sole discretion, to reject any and all proposals in accordance with applicable laws and regulations. 4.3.2 Each proposal must comply with all of the terms of this RFP and all applicable state laws and regulations. Tennessee Tech may reject any proposal that does not comply with all of the terms, conditions, and performance requirements of this RFP. Tennessee Tech may consider any proposal that does not meet the requirements of this RFP to be non-responsive, and the University may reject such a proposal. 4.3.3 A proposal of alternate services (i.e., a proposal that offers services different from those requested by this RFP) shall be considered non-responsive and rejected. 4.3.4 A Proposer may not restrict the rights of Tennessee Tech or otherwise qualify a proposal. Tennessee Tech may determine such a proposal to be a non-responsive counteroffer, and the proposal may be https://www.tntech.edu/purchasing/bidopportunities.php 12 rejected. A copy of Tennessee Tech’s impermissible clauses is available by requesting a copy from the RFP Coordinator. 4.3.5 A Proposer may not submit the Proposer's own contract terms and conditions in a response to this RFP. If a proposal contains such terms and conditions, Tennessee Tech may determine, at its sole discretion, the proposal to be a non-responsive counteroffer, and the proposal may be rejected. 4.3.6 A Proposer shall not submit more than one proposal. Submitting more than one proposal shall result in the disqualification of the Proposer unless specifically provided for in this proposal. 4.3.7 A Proposer shall not submit multiple proposals in different forms. This prohibited action shall be defined as a Proposer submitting one proposal as a prime contractor and permitting a second Proposer to submit another proposal with the first Proposer offered as a subcontractor. This restriction does not prohibit different Proposers from offering the same subcontractor as a part of their proposals, provided that the subcontractor does not also submit a proposal as a prime contractor. Submitting multiple proposals in different forms may result in the disqualification of all Proposers knowingly involved. 4.3.8 Tennessee Tech shall reject a proposal if the Financial Proposal was not arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other Proposer. Regardless of the time of detection, Tennessee Tech shall consider any of the foregoing prohibited actions to be grounds for proposal rejection or contract termination. 4.3.9 Tennessee Tech shall not contract with or consider a proposal from: 4.3.9.1 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 will 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 the individual. 4.3.9.2 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); 4.3.9.3 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, 4.3.9.4 any individual, company, or other entity involved in assisting the University in the development, formulation, or drafting of this RFP or its scope of services shall be considered to have been given information that would afford an unfair advantage over other Proposers, and such individual, company, or other entity may not submit a proposal in response to this RFP. 13 4.3.10 Tennessee Tech reserves the right, at its sole discretion, to waive a proposal’s variances from full compliance with this RFP. If Tennessee Tech waives minor variances in a proposal, such waiver shall not modify the RFP requirements or excuse the Proposer from full compliance with the RFP. 4.4 Incorrect Proposal Information If Tennessee Tech determines that a Proposer has provided, for consideration in this RFP process or subsequent contract negotiations, incorrect information that the Proposer knew or should have known was materially incorrect, that proposal shall be determined non-responsive and shall be rejected. 4.5 Proposal of Additional Services / Scope Changes If a proposal offers services in addition to those required by and described in this RFP, the additional services may be added to the Contract before contract signing at the sole discretion of Tennessee Tech. Financial information associated with additional services must be provided on a separate attachment in the Financial Proposal. Please note that proposed additional services will not be used in evaluating the proposal. Tennessee Tech may, upon mutual agreement with the Contractor, require changes altering, adding to or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. Such adjustment(s) require the written consent of the Contractor, which shall not be unreasonably withheld. 4.6 Assignment and Subcontracting 4.6.1 The Proposer awarded a contract pursuant to this RFP may not subcontract, transfer, or assign any portion of the Contract without Tennessee Tech’s prior, written approval. 4.6.2 A subcontractor may only be substituted for a proposed subcontractor at the discretion of Tennessee Tech and with the University’s prior, written approval. 4.6.3 At its sole discretion, Tennessee Tech reserves the right to refuse approval of any subcontract, transfer, or assignment. 4.6.4 Notwithstanding Tennessee Tech approval of each subcontractor, the Proposer, if awarded a contract pursuant to this RFP, shall be the prime contractor and shall be responsible for the contracted goods and services. 4.7 Right to Refuse Personnel At its sole discretion, Tennessee Tech 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 RFP. 4.8 Insurance Successful Proposer must provide and maintain a commercial general liability policy. The 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 Proposer shall maintain workers’ compensation coverage or a self-insured program 14 as required under Tennessee law. The Proposer shall deliver to Tennessee Tech a certificate 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 Proposer, upon receiving a notice of cancellation, shall give immediate notice to Tennessee Tech. The enumeration in the contract or in this document of the kinds and amounts of liability insurance shall not abridge, diminish or affect the contractor’s legal responsibilities for the consequences of accidents arising out of or resulting from the services of the successful bidder under this contract. Failure to provide evidence of such insurance coverage is a material breach and grounds for termination of the contract negotiations. Any insurance required by Tennessee Tech shall be in form and substance acceptable to the University. 4.9 Licensure The apparent successful Proposer must hold all necessary, applicable business and professional licenses. Tennessee Tech may require any or all Proposers to submit evidence of proper licensure upon request. Failure to provide this information as requested is considered a breach of the Contract. 4.10 Financial Stability The successful Proposer may be required to provide information to Tennessee Tech to demonstrate financial stability and capability prior to award of contract. 4.11 Proposal Withdrawal A Proposer may withdraw a submitted proposal at any time up to the Proposal Deadline time and date in the RFP Section 2, Schedule of Events. To do so, a Proposer must submit a written request, signed by a Proposer’s authorized representative to withdraw a proposal. After withdrawing a previously submitted proposal, a Proposer may submit another proposal at any time up to the Proposal Deadline. 4.12 Proposal Errors and Amendments At the option of Tennessee Tech, a Proposer may be bound by all proposal errors or omissions. A Proposer will not be allowed to alter or amend proposal documents after the Proposal Deadline time and date in the RFP Section 2, Schedule of Events unless formally requested, in writing, by Tennessee Tech. 4.13 Proposal Preparation Costs Tennessee Tech will not pay any costs associated with the preparation, submittal, or presentation of any proposal. 4.14 Continued Validity of Proposals All Proposals shall state that the offer contained therein is valid for a minimum of one hundred twenty (120) days from the date of opening. This assures that Proposers’ offers are valid for a period of time sufficient for thorough consideration. Proposals which do not so state will be presumed valid for one hundred twenty (120) days. 15 4.15 Disclosure of Proposal Contents Each proposal and all materials submitted to Tennessee Tech in response to this RFP shall become the property of the University. Selection or rejection of a proposal does not affect this right. All proposal information, including detailed price and revenue information, shall be held in confidence during the evaluation process. Upon the completion of the evaluation of proposals, indicated by public release of a Letter of Intent to Award, the proposals and associated materials shall be open for review by the public in accordance with Tennessee Code Annotated, Section 10-7-504(a)(7). By submitting a proposal, the Proposer acknowledges and accepts that the full proposal contents and associated documents shall become open to public inspection. If an RFP is re-advertised, all prior offers and/or proposals shall remain closed to inspection by the Proposers and/or public until evaluation of the responses to the re-advertisement is complete. 4.16 Contractor Registration All Proposers should complete the vendor registration process with Tennessee Tech and become a registered vendor. When applicable, Tennessee Tech shall work with Proposers and the Governor’s Office of Diversity Business Enterprise (Go-DBE) for Proposers to obtain official state certification. Although registration with Tennessee Tech is not required to make a proposal, a resulting contract from this RFP process cannot be finalized without the successful proposer being registered with Tennessee Tech. Refer to the following Internet URL to begin the registration process: https://www.tbr.edu/purchasing/how-do-business-tbr 4.17 Contract Approval The RFP and the contractor selection processes do not obligate Tennessee Tech and do not create rights, interests, or claims of entitlement by either the Proposer with the apparent best-evaluated proposal or any other Proposer. Contract award and Tennessee Tech 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 Cancellation Tennessee Tech reserves the right to cancel the contract with a one hundred twenty (120) day written notice. 4.19 Contract Term The University intends to enter into a contract with an expected date of Bookstore operation beginning July 1, 2022 for a period of ten (10) years thereafter. 4.20 Contract Payments All contract payments shall be made in accordance with the Contract’s Payment Terms and Conditions provisions (refer to RFP Attachment 6.2, Pro Forma Contract, Section C). https://www.tbr.edu/purchasing/how-do-business-tbr 16 4.21 Contract Monitoring The Contractor’s deliverables and services provided pursuant to this Contract shall be subject to monitoring and evaluation by Tennessee Tech, by a duly appointed representative(s). The Contractor shall submit reports to Tennessee Tech as requested, and/or as specified in the Contract. 4.22 Severability If any provision of this RFP is declared by a court to be illegal or in conflict with any law, the decision shall not affect the validity of the remaining RFP terms and provisions, and the rights and obligations of Tennessee Tech and Proposers shall be construed and enforced as if the RFP did not contain the particular provision held to be invalid. 4.23 Policy and Guideline Compliance This proposal request and any award made hereunder are subject to the policies and guidelines of Tennessee Tech. 4.24 Next Ranked Proposer Tennessee Tech reserves the right to initiate negotiations with the next ranked Proposer should Tennessee Tech cease doing business with any Proposer selected via this RFP process. 4.25 Protest Procedures. Protest procedures are available upon request from the RFP Coordinator. 5 PROPOSAL EVALUATION & CONTRACT AWARD 5.1 Evaluation Categories and Maximum Points Tennessee Tech will consider qualifications and experience, technical approach, and financial information in the evaluation of proposals. The maximum points that shall be awarded for each of these categories are detailed below. CATEGORY MAXIMUM POINTS POSSIBLE Qualifications and Experience 20 Technical Approach 50 Financial Proposal 30 17 5.2 Evaluation Process The proposal evaluation process is designed to award the Contract not necessarily to the Proposer of greatest financial return to Tennessee Tech, but rather to the Proposer with the best combination of attributes based upon the evaluation criteria. 5.2.1 The RFP Coordinator will use the RFP Attachment 6.5, Technical Proposal and Evaluation Guide to manage the Technical Proposal Evaluation and maintain evaluation records. 5.2.1.1 The RFP Coordinator will review each Technical Proposal to determine compliance with mandatory requirements (refer to RFP Attachment 6.5, Technical Proposal and Evaluation Guide, Technical Proposal Section A). If the RFP Coordinator determines that a proposal may have failed to meet one or more of the mandatory requirements, the Chief Procurement Officer will review the proposal and document his/her determination of whether: (1) the proposal meets requirements for further evaluation; (2) Tennessee Tech will request clarifications; or (3) the University will determine the proposal to be non-responsive to the RFP and reject it. A determination that a proposal is non- responsive must be approved by the Chief Business Officer before notice may be sent out that the proposal has been rejected. 5.2.1.2 A Proposal Evaluation Team, appropriate to the scope and nature of the RFP, will evaluate each Technical Proposal that appears responsive to the RFP. 5.2.1.3 Each Proposal Evaluation Team member will independently evaluate each proposal against the evaluation criteria in this RFP, rather than against other proposals, and will score each in accordance with the RFP Attachment 6.5, Technical Proposal and Evaluation Guide. 5.2.1.4 As part of the technical proposal evaluation Tennessee Tech may require Proposers to make a presentation of their proposals. Such presentation shall be at the Proposer’s sole expense. 5.2.1.5 Tennessee Tech reserves the right, at its sole discretion, to request Proposer clarification of a Technical Proposal or to conduct clarification discussions with any or all Proposers. Any such clarification or discussion shall be limited to specific sections of the proposal identified by Tennessee Tech. Proposer shall put any resulting clarification in writing as may be required by Tennessee Tech. 5.2.2 After Technical Proposal evaluations are completed, the RFP Coordinator will open the Financial Proposals and use the RFP Attachment 6.6, Financial Proposal and Scoring Guide to calculate and document the Financial Proposal scores. 5.2.3 For each responsive proposal, the RFP Coordinator will add the Technical Proposal score to the Financial Proposal score (refer to RFP Attachment 6.7, Proposal Score Summary Matrix). 5.3 Contract Award Process 5.3.1 The RFP Coordinator will forward the results of the proposal evaluation process to the appropriate Tennessee Tech official who will consider the proposal 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 proposal. Notwithstanding the foregoing, to effect a contract award to a Proposer other than the one receiving the highest evaluation score, the requesting department/party must provide written 18 justification for such an award and obtain the written approval of the appropriate Tennessee Tech official. 5.3.2 After the appropriate official’s determination, Tennessee Tech will issue an Intent to Award to identify the apparent best-evaluated proposal as in the RFP Section 2, Schedule of Events. NOTICE: The Intent to Award shall not create rights, interests, or claims of entitlement in either the Proposer with apparent best-evaluated proposal or any other Proposer. 5.3.3 Tennessee Tech will make the RFP files available for public inspection as in the RFP Section 2, Schedule of Events. 5.3.4 The Proposer with the apparent best-evaluated proposal must agree to and sign a contract with Tennessee Tech which shall be substantially the same as the RFP Attachment 6.2, Pro Forma Contract. However, Tennessee Tech 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 RFP process. No such terms and conditions or revision of contract requirements shall materially affect the basis of proposal evaluations or negatively impact the competitive nature of the RFP process. 5.3.5 The Proposer with the apparent best-evaluated proposal must sign and return the Contract written by Tennessee Tech pursuant to this RFP no later than the Award of Contract Date in the RFP Section 2, Schedule of Events. If the Proposer fails to provide the signed Contract by the deadline, Tennessee Tech may determine that the Proposer is non-responsive to the terms of this RFP and reject the proposal. 5.3.6 If Tennessee Tech determines that the apparent best-evaluated proposal is non-responsive and rejects the proposal, the RFP Coordinator will re-calculate scores for each responsive Financial Proposal to determine the new, apparent best-evaluated proposal. 19 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)* *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) 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 “Look Up Information & Requests”, select TN Vendor Contract Registration. 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. https://tntap.tn.gov/eservices/_/ https://tntap.tn.gov/eservices/_/ 20 Minority Owned (MO) 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 (WO) 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 (SB) 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) 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. Certified Disabled-Owned (DB) means a business owned by a “person with a disability” that is a continuing, independent, for-profit business that performs a commercially useful function, and is at least fifty-one percent (51%) owned and controlled by one (1) or more persons with a disability; 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 persons with a disability and whose management and daily business operations are under the control of one (1) or more persons with a disability. "Person with a disability" means an individual who meets at least one (1) of the following: a) Has been diagnosed as having a physical or mental disability resulting in marked and severe functional limitations that is expected to last no less than twelve (12) months; b) Is eligible to receive social security disability insurance (SSDI); or c) Is eligible to receive supplemental security income (SSI) and has a disability as defined in subdivision a). 21 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 after contract award, along with appropriate additional information, in the final contract resulting from this RFP. CONTRACT BETWEEN TENNESSEE TECHNOLOGICAL UNIVERSITY AND [CONTRACTOR] This Contract, by and between Tennessee Technological University, hereinafter referred to as “Tennessee Tech” and [CONTRACTOR LEGAL NAME] hereinafter referred to as the “Contractor,” is for the operation of the University’s on-campus bookstore, hereinafter referred to as the “Bookstore”, as further defined in the "SCOPE OF 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. Contractor agrees to assume the management and operation of the Bookstore and its services on an exclusive basis, except for: • office supplies purchased by Tennessee Tech, • textbooks and other materials (not to exceed 5 copies) used solely for faculty and staff professional development, • summer camps / Athletics special events soft goods sales, • recreational supplies and emblematic clothing sold in the University Recreation and Fitness Center, and • food and drink items sold by contracted dining and vending services. A.2 Exclusivity: A.2.1 Contractor shall have the exclusive right to rent and sell new and used textbooks, course packs, trade books required for courses, paperback books required for courses, technical and reference books in support of Tennessee Tech’s academic departments, other educational 22 materials and supplies, software (excluding software incidentally offered by the University), and textbooks, trade books required for courses and study aides published or distributed electronically, both on campus and on the University’s website on behalf of the University as the University Bookstore; and the non-exclusive right to sell other miscellaneous merchandise and services on campus. The University Bookstore is also the exclusive on-campus seller of Tennessee Tech licensed products, with the exception of items sold by the Student Recreation & Fitness Center, incidental sales by the Athletic Department of items not carried by the University Bookstore, and certain other departmental sales of items unique to their department. A.2.2 Contractor shall have the exclusive right to conduct a used book buyback program on Tennessee Tech owned and operated property. Tennessee Tech agrees that it will not authorize or permit anyone to offer or conduct a used book buyback program on the campus, nor to conduct any direct or indirect remote book buys on campus if Contractor chooses to do so. However, this shall not preclude student organizations from operating a textbook exchange on Tennessee Tech’s campus, including within the Roaden University Center. A.2.3 The University Bookstore shall be granted the exclusive rights to accept the University Eagle Card for the purpose of purchasing textbooks. A.2.4 Contractor shall have the exclusive right to host the only website linked directly from the University’s website for the sale of textbooks and course materials, as well as other items typically sold in college bookstores such as educational supplies, notebooks, stationery, desk and room accessories, gift items, class and alumni rings and jewelry and clothing bearing the University emblem, logo, insignia and other identifying marks, providing that this exclusive right applies only to those products being sold in the University Bookstore or on the University Bookstore web site, and it does not include purchases of items by the University for its own use. Exceptions to this exclusivity will be the Department of Athletics website, departmental web sites promoting a particular event or program specific to its own discipline, and uniforms worn by University employees. A.2.5 Contractor shall have the exclusive right to rent and/or sell graduation regalia and announcements on behalf of Tennessee Tech as the University Bookstore. A.2.6 Tennessee Tech shall not include promotional information for other bookstores or electronic commerce bookstores in mailings, packets or flyers provided to students or prospective students. Tennessee Tech further agrees to enforce an anti-solicitation policy so that off- campus Bookstore companies shall not be permitted to market their business on campus- owned property, unless such prohibition is not permitted by applicable law or ordinance. A.3 In order to achieve the goals of the University’s Bookstore program, the contractor shall adopt the following objectives in managing the Bookstore: A.3.1 To provide the Tennessee Tech community with a full range of merchandise and services expected from a quality academic Bookstore. A.3.2 To have sufficient quantities of textbooks and related supplies and materials, as required or recommended by the faculty for academic courses, available for purchase by students at the specific times the items are needed. A.3.3 To ensure that the specific requested editions of texts are available for sale. 23 A.3.4 To minimize out-of-stock situations on textbooks. A.3.5 To provide a wide selection of current trade, academic, and technical literature in support of required material for the academic disciplines of the University. A.3.6 To offer a significant selection of “soft goods” such as office supplies, incidental household goods for the resident student, personal care items, Tennessee Tech emblematic apparel, memorabilia, and other miscellaneous items. A.3.7 To provide timely response to customers requiring special order literature and other such materials. A.3.8 To provide textbooks and academic materials at reasonable and fair prices. A.3.9 To provide other quality merchandise to the Tennessee Tech community under pricing policies that are both fair and competitive for like or similar quality, as compared to other college and University bookstores and also with retail establishments in the surrounding area. A.3.10 To keep apprised of new merchandise of interest to the Tennessee Tech community. A.3.11 To provide for efficient customer traffic flow during rush periods and minimize time spent by customers in waiting lines. A.3.12 To provide employment opportunities for Tennessee Tech’s students. A.3.13 To become involved in the academic, cultural, and social environment of Tennessee Tech, taking advantage of opportunities to offer special merchandise and other assistance based upon the University’s ongoing and unique activities. B. CONTRACT TERM: Contract Term. This Contract shall be effective for a ten (10)-year period commencing on July 1, 2022. Tennessee Tech shall have no obligation for services rendered by the Contractor which are not performed within the specified period. C. FINANCIAL TERMS AND CONDITIONS: C.1 As used herein, “Gross Sales” shall mean all sales, including, but not limited to, new and used textbooks, trade books, paperbacks, technical and reference books, course packs, digital books, e-readers, internet sales, bargain books, school supplies and other merchandise, discounted sales to departments and employees, general merchandise, and textbook rentals made at Bookstore or Bookstore’s website, catalog, or mail order function (if any), less refunds, returns, taxes, and pass-through income, all as reasonably calculated by Contractor and as mutually agreed upon by the parties. C.1.1 Gross Sales shall include all discounted sales to University departments and employees. C.1.2 The Contractor shall report all computer hardware sales on the monthly detailed operating statement. C.1.3 Each charge sale on credit shall be treated as a sale for the full price in the month when such 24 charge or sale is made, irrespective of the time when the Contractor shall receive payment. C.2 Within thirty (30) calendar days following the last day of each monthly accounting period, the Contractor shall submit to the University a detailed operating statement indicating Gross Sales as defined herein for that month along with a payment for one-twelfth (1/12) of the minimum annual guaranteed commission amount, as identified in Attachment A. The sales shall be reported in detail per the following categories (or similar breakdown of categories as agreed upon by the University and the Contractor): digital textbooks, new textbooks, used textbooks, trade books, other books (i.e. bestsellers), supplies, clothing, graduation products, dorm furnishings, school spirit gifts and accessories, sundries or miscellaneous, computer peripherals and accessories, computer software, and other income. C.2.1 Athletic Sales Commissions. Commissions from sales made from Athletic Events shall be calculated separately, at a rate of [PERCENTAGE] and a separate payment for this commission shall be made directly to TTU Athletics on a monthly basis as noted above. C.3 Within sixty (60) calendar days after the end of each Contract year, the Contractor shall furnish the University with a statement to be certified as correct by the Contractor which shall set forth the Contractor’s Gross Sales, and shall pay to the University simultaneous with the submission of said statement any remaining amount of percentage commission or minimum guarantee which is payable to Tennessee Tech as computed on the cumulative Contractor’s Gross Sales, and as identified in Attachment A. C.4 Upon termination or expiration of the Contract, commissions shall be paid to Tennessee Tech, within sixty (60) calendar days, on sales up to the final day the Bookstore is operated under the Contract. The minimum annual guaranteed amount or commission percentage due the University for any portion of a Contract year shall be calculated on a prorated basis. C.5 Any other amounts owed Tennessee Tech by the Contractor shall be paid within thirty (30) calendar days after receipt of the invoice. C.6 If the Contractor is consistently late with payments due Tennessee Tech, the University may charge the Contractor interest on all above outstanding receivables thirty (30) calendar days from invoice date or due date at the lesser of (a) one and one-half percent (1.5%) per month or (b) the highest interest amount allowed by applicable state law. All such amounts shall be calculated monthly and shall be due and owing in the same manner and at the same times as other payments. C.7 If at any time during the term of the Contract, petition of bankruptcy is to be filed by or against the Contractor, or if it shall be an adjudicated bankruptcy or an assignment for the benefit of creditors, then this Contract shall cease and Tennessee Tech shall have the right to, by force or otherwise, re-enter the premises and repossess without any liability for damages. C.8 The parties agree that should the University enter into a major construction project which meaningfully disrupts the customer traffic flow to the point that annual Gross Sales are negatively impacted in a significant manner, the Contractor will pay Tennessee Tech commissions based on the percentage formula only for that period. C.9 The parties agree that in any Contract period that is less than a complete year, the payments made by the Contractor shall be based on the percentage formula for that period. 25 C.10 The Contractor shall send all charges for authorized Tennessee Tech departmental Bookstore purchases directly to the University Accounts Payable Department for payment. C.11 The Contractor, being an independent Contractor, shall abide by Tennessee Tech procurement policy in its sales to campus departments. Aggregate purchases of twenty-five thousand dollars ($25,000) or above must be competitively bid. Departments are not allowed to split invoices. A “split” invoice results when a total charge of twenty-five thousand dollars ($25,000) or more is divided into more than one invoice, from the same vendor or from multiple vendors, to avoid the necessity of obtaining a purchase order. C.12 The collection of payments, either directly at the time of sale or through charges or invoices, from the sale of all Bookstore merchandise and services to individual Tennessee Tech students, faculty and staff for their personal use, and to any other non-University customers shall be the sole responsibility of the Contractor. C.13 The Contractor shall maintain appropriate internal accounting controls and keep locally, complete and proper books, records, and accounts of the Contractor’s Gross Sales (as the term is defined herein), both for cash and on credit; said books, records, and accounts, including any sales or other tax reports that the Contractor may be required to furnish to any government or governmental agency, shall at all reasonable times be open to the inspection of the University, the Comptroller of the Treasury of the State of Tennessee or their designee for as long as such records exist but in no event less than three (3) years following the termination or expiration of the Contract. C.14 Tennessee Tech may, in any Contract year, cause an audit of the business of the Contractor to be made by a certified public accountant of the University’s own selection. If the statement of Gross Sales previously made by the Contractor to the University shall be found to be less than 98 percent of the amount of the Contractor’s Gross Sales shown by such audit and if a commission is found to be due, the Contractor shall pay for (1) the cost of such audit, (2) the additional commission therein shown to be payable by the Contractor to Tennessee Tech, (3) a penalty of ten percent (10%) on understated commissions due, and (4) a one and one-half percent (1.5%) interest penalty per month on all understated commissions due; otherwise, the cost of such audit shall be paid by the University. C.15 In the event that any statement of Gross Sales as used herein by the Contractor is found to be less than 98 percent of the amount of the Contractor’s Gross Sales as shown by such audit Tennessee Tech may, at its option, have a certified public accountant of the University’s own selection conduct an audit for the next consecutive commission period at the sole expense of the Contractor. C.16 Notwithstanding the foregoing, if the Contractor fails to perform under the terms of the Contract including but not limited to, failure to pay amounts when due or failure to operate in a reasonable manner in the best interests of Tennessee Tech and its faculty, staff and students, the University may give the Contractor written notice of its failure to perform, and if the Contractor fails to correct the default within thirty (30) calendar days, the University, by written notice, may terminate the Contract. C.17 In case of default of the Contract by the Contractor, Tennessee Tech may procure the articles or services from other sources and hold the Contractor responsible for any excess cost or loss of 26 revenue occasioned thereby or purchase from the Contractor the usable inventory at the Contractor’s cost. C.17.1 Notwithstanding the above, the Contractor shall not be relieved of liability to Tennessee Tech for damages sustained by virtue of any breach of this Contract by the Contractor. C.17.2 Furthermore, if the Contract is terminated by the Contractor prior to the expiration date of the Contract, Tennessee Tech may seek damages and any other remedy available at law or in equity. C.18 The Contractor agrees to provide a one-time amount of [AMOUNT] to be paid within thirty (30) days after final execution of this Contract. The use of these funds shall be at the discretion of Tennessee Tech, and the Contractor shall amortize the payment over a period of ten (10) years on a straight-line basis. If the Contract expires or is terminated for any reason, except for termination due to Contractor breach of the Contract, prior to the full amortization of the capital investment, Tennessee Tech agrees to pay the Contractor the unamortized portion within sixty (60) days of expiration or termination. Notwithstanding the foregoing, Tennessee Tech reserves the right to hold any monies owing to Contractor, including any unamortized balance on the one-time amount, as an offset against the University’s costs and damages resulting from default of the Contract by Contractor. C.19 The Contractor shall provide [AMOUNT] for annual textbook scholarships to be awarded at the discretion of Tennessee Tech. C.20 The Contractor shall commit up to [AMOUNT] in Year 1 of the Contract to renovate, fixture and equip the Bookstore. (See Section F below.) The Contractor shall amortize this amount over a period of ten (10) years on a straight-line basis. If the Contract expires or is terminated for any reason, except for termination due to Contractor breach of the Contract, prior to the full amortization of the capital investment, Tennessee Tech agrees to pay the Contractor the unamortized portion within sixty (60) days of expiration or termination. Notwithstanding the foregoing, Tennessee Tech reserves the right to hold any monies owing to Contractor, including any unamortized balance on the capital investment amount, as an offset against the University’s costs and damages resulting from default of the Contract by Contractor. C.21 The Contractor shall extend a [PERCENTAGE] discount on all authorized departmental purchases except adopted textbooks, special orders, sale books, class and alumni rings, computer software, periodicals, discounted merchandise, computer hardware, stamps, health and beauty aids, food snacks and beverages. C.22 The Contractor shall extend a [PERCENTAGE of no less than 15%] discount to all faculty and staff on purchases for personal use except special orders, sale books, class and alumni rings, computer software, periodicals, discounted merchandise, computer hardware, stamps, health and beauty aids, food snacks and beverages. D. OFF-CAMPUS COMPETITION D.1 The Contractor agrees not to operate a bookstore business in Putnam County, Tennessee, in competition with the University Bookstore during the term of the Contract unless the Gross Sales are included in the University Bookstore Gross Sales and a commission is paid to the 27 University (as defined herein). D.2 A separate detailed operating statement indicating Gross Sales for the off-campus Bookstore must be submitted within thirty (30) calendar days following the last day of each monthly accounting period, along with the required commission payment. D.3 The pricing of all like merchandise shall be the same at the University Bookstore and the off- campus bookstore. D.4 Any proven changes (product mix, customer service, advertising, market share, etc.) which result in a decrease in University Bookstore Gross Sales shall be deemed by Tennessee Tech as a condition of default of the Contract by the Contractor. E. UNIVERSITY RESPONSIBILITIES E.1 Tennessee Tech shall provide external security and custodial services in the Roaden University Center outside the Bookstore space and exteriors of the building, as well as snow removal as is reasonably required for operation. Tennessee Tech shall maintain these services and make every reasonable effort to avoid their disruption. In the event any service must be interrupted for repair or modification, Tennessee Tech shall provide the Contractor with as much advance notice as possible. Tennessee Tech shall take reasonable steps to restore services, as soon as possible, but shall not be responsible for any loss sustained by the Contractor as a result of interruption of services from any cause. E.2 Tennessee Tech shall provide existing furniture, file cabinets, display equipment, safe, office equipment, etc. Tennessee Tech shall not be required to furnish any additional furniture, equipment, etc. and/or replace furnished items when no longer usable for whatever reason. E.3 Upon completion of remodeling/renovation of the Bookstore facilities to the satisfaction of and acceptance by Tennessee Tech, the University shall provide all maintenance and repairs to the Bookstore, with respect to electrical, plumbing, heating, air conditioning and ventilation equipment. E.4 The University shall provide access to University bulletin boards, University calendar, and electronic communication through the weekly Tech Times blog for appropriate notices relating to the Bookstore in accordance with University policy. E.5 Tennessee Tech shall provide access to its dumpsters for disposal of Bookstore’s trash and recycling. F. CONTRACTOR'S RESPONSIBILITIES F.1 Capital Investment. The Contractor shall commit funds as noted in Section C.20 above to renovate, fixture and equip the Bookstore. F.1.1 The Contractor’s plans for capital investment improvements and redesign in the Bookstore include the following: 28 [CAPITAL IMPROVEMENT PLANS] F.1.2 The Contractor shall bear the costs of all expenses in excess of [AMOUNT] for any renovations, alterations, changes or modifications initiated by the Contractor and shall not be reimbursed by Tennessee Tech at the expiration of the Contract period. Said changes shall have the prior written approval of the University. Any modifications, renovations, alterations, or changes must comply with all applicable University, State and Federal requirements. The Contractor must receive preliminary written approval from the appropriate campus official before proceeding with detailed plans and specifications. Renovations must be approved by Tennessee Tech and the Office of the State Architect and/or the State Building Commission. Any architectural plans/designs must bear the stamp of an architect licensed in the State of Tennessee. F.1.3 The Contractor must then submit detailed plans and cost estimates for proposed changes, with the name(s) of any construction companies and principal suppliers to be involved. If further written approval is given by the appropriate campus and state officials, the project may proceed. A copy of the Contractor's receipt for payment for each renovation, alteration, or similar change shall be forwarded to the Director of Auxiliary Services within forty-five (45) days of substantial completion. F.1.4 Upgrading of utilities associated with any of the proposed renovation will be the responsibility of the Contractor. Such upgrades shall be prior approved by Tennessee Tech. F.1.5 The Contractor shall not allow the premises of any improvements thereon to become subject to any liens, charges, or encumbrances whatsoever. F.1.6 All renovation/capital investment projects shall be as mutually agreed upon between Tennessee Tech and the Contractor. Tennessee Tech reserves the right to negotiate with the Contractor in areas of capital investment in a manner to affect scopes of projects, timing of investment and distribution of investment dollars in a manner which serves the University’s best interest. Such changes shall not diminish the Contractor’s overall dollar investment. F.2 The Contractor shall provide for maintenance and repair of all furniture, equipment, fixtures, and replacement of light bulbs, etc. F.3 The Contractor shall bear the cost of re-keying all exterior doors and resetting the safe combination. However, the Contractor shall not make lock changes without prior approval of Tennessee Tech. F.4 The Contractor shall maintain properly and to the satisfaction of Tennessee Tech the interior of the Bookstore, including day-to-day cleaning of floors, stairways, walls, fixtures, furniture and equipment. F.5 The Contractor shall conform to fire, safety, traffic, parking, tobacco use, recycling and other University or statutory regulations imposed on Tennessee Tech units and their personnel. F.6 The Contractor shall comply with all energy conservation guidelines that are imposed on Tennessee Tech departments. F.7 The Contractor may purchase items of furniture, equipment or fixtures, which in its opinion are 29 needed to operate the Bookstore. The Contractor shall secure Tennessee Tech's approval in writing before making any modifications. Any such items so purchased will remain the property of the Contractor and may be removed upon expiration or termination of the Contract except for furniture, equipment and fixtures included in the capital investment and replacement of Tennessee Tech equipment. The Contractor shall be responsible for restoring the Bookstore facility to its original condition if any equipment has been installed is removed. F.8 The Contractor shall be responsible for all normal costs of doing business. F.9 The Contractor agrees not to permit credit card solicitation of students on Tennessee Tech’s campus. F.10 The Contractor is responsible for applicable hardware acquisition and software licensing/maintenance fees as necessary to allow the acceptance of Tennessee Tech’s EagleCard. F.11 The Contractor will pay monthly service billing(s) for services provided by Tennessee Tech, including, as applicable, postal charges, Internet access, telephone service and cable television. Contractor shall use land line phones as supplied by Tennessee Tech and shall arrange for installations as needed directly with the University’s Telecommunications Office for telephone and cable television services. Payment shall be made by Contractor upon receipt of invoice(s). Payments for such goods/services are due within thirty (30) days after receipt of invoice(s). The following is a summary of applicable charges: (Note: These payments are in addition to the amounts paid to Tennessee Tech by the Contractor as commission / sales guarantee.) • Telephone: $21 per month per line plus applicable equipment, material and installation charges, and long distance; • Cable TV - $10.50 per month per drop plus applicable installation charges; and • Postal charges as applicable. If there are any changes to the cost of services provided to the Contractor, Contractor will be notified in advance. Additional services such as internet and wireless access charges may be billed to the Contractor in the future; the cost of the services provided will be mutually agreed upon between Tennessee Tech and the Contractor. F.12 The Contractor shall handle disposal of trash in accordance with Tennessee Tech guidelines, including, but not limited to, breaking down boxes, using trash bags, placing trash in appropriate dumpsters, shredding of “Personally Identifiable Information”* where there is a potential for identity theft, disposal of cardboard, recycling, etc. (*”Personally Identifiable Information” includes, but is not limited to, names, addresses, telephone numbers, social security numbers, credit and/or debit card numbers, bank account numbers, email addresses, passwords and/or PIN numbers.) F.13 The Contractor shall be responsible for extermination services in the Bookstore areas. F.14 The Contractor shall continue to use the existing name, “University Store”, during the term of the Contract, unless the Contractor receives written approval from Tennessee Tech to change the name. 30 F.15 Any changes of exterior signage during the term of the Contract must have the prior approval of Tennessee Tech. F.16 Employees of the Contractor working in the Bookstore will be eligible to purchase Tennessee Tech parking permits on the same basis as University employees. F.17 The Contractor represents and warrants that any software used by the Contractor shall include acceptable design and performance specifications so that the product’s performance will not abruptly end or provide invalid, abnormal or incorrect results during the operation of the Bookstore. F.18 Campus Engagement. The Contractor agrees to support and be actively involved in campus programs to support Tennessee Tech’s community initiatives. Examples of such programs may include, but are not limited to: [DETAILS FROM RFP RESPONSE] G . PURCHASING, DELIVERY AND STORAGE G.1 The Contractor shall make all purchases in its own name and not in any way attempt to bind Tennessee Tech in its contractual agreements. Any Contract document issued by the Contractor must be very clear that it is the Contractor that is being bound by the document, not Tennessee Tech. G.2 Delivery of merchandise to and from the Bookstore will be at the Contractor's risk and expense. The Contractor shall promptly unload and store any Bookstore shipments delivered to the Bookstore. The Contractor shall clearly indicate on all orders that deliveries must be made to the Bookstore, not University Central Receiving/Warehouse. G.3 Storage of merchandise will be in the areas allocated for the Bookstore and will be at the Contractor's sole expense and risk. H. CUSTOMER SERVICE H.1 The Contractor shall assure proper stock of all textbooks used in scheduled classes, trade books, school, office, art, and engineering supplies, insignia merchandise, and such other sundry items necessary to complement the educational programs of students and meet the needs of University departments on campus. The Contractor shall make maximum possible use of used books in order to decrease book costs to students. Prices of textbooks, reference books, sundries, and supplies and related classroom materials shall be competitive with prices charged at other universities. H.2 The Contractor shall commit ample resources to assure its viability within the industry in the development of digital innovation within the higher education industry. Tennessee Tech shall receive opportunities to participate in newly developed tools and resources to assure that its students are prepared for the future of learning. H.3 The Contractor shall provide books and required supply items from semester to semester in accordance with textbook and supply requests by the faculty (for both credit and non-credit 31 courses). The Contractor will query departments and faculty to secure textbook requirements. H.4 The Contractor shall provide an integrated web-based textbook adoption system that allows for faculty and staff to: • Easily navigate courses and adoption selection process; • Investigate textbook offerings and teaching materials; • View textbook art, summaries, and tables of contents; • View the cost of textbook to the students based on format (new, used, rental, digital, etc.); and • View department, college, and Tennessee Tech data on adoptions. H.5 University faculty shall be encouraged to request free desk copies directly from publishers. However, in the event that a faculty member does not have sufficient time to request a desk copy from a publisher, the Contractor will provide a copy, and faculty can charge it to their Tennessee Tech credit card. Subsequently, the Contractor will credit the department when the new copy is received from the publisher. H.6 The Contractor shall provide information to departments and faculty regarding the status of the orders for materials for their respective courses, including items discovered to be unavailable, delayed in delivery, available in new editions, etc. This information should be made available to the Director of Auxiliary Services upon request. H.7 The Contractor shall provide faculty with the capability of creating custom course packs and textbooks. Course packs are offered in traditional print, digital (online only) or digital plus print, all with 100% copyright compliance guaranteed. Students shall be able to access all of their online course materials through their account at any time, from any Internet connection. H.8 Bookstore hours of operation shall be as mutually agreeable between Tennessee Tech and the Contractor at all times. The Contractor agrees to plan Bookstore hours to take into account Tennessee Tech’s calendar and any special events that occur on campus, such as major athletic contests, campus lectures and special weekends. H.9 The Contractor shall accommodate authorized changes in the University Calendar and in the Schedule of Classes. H.10 The Contractor shall provide appropriate retail and related service programs that are responsible and sensitive to the needs of students, faculty, research personnel, and staff and compatible with the educational and cultural objectives and atmosphere at Tennessee Tech. These shall include, but not be limited to: • an e-commerce website to enable online shopping, with the student’s choice of delivery directly to the student or pickup at the campus Bookstore location • a US-based call center that is available 24 hours per day / 7 days per week to take orders, answer questions and offer competent service and support; • Mobile POS system for pop-up events on campus. H.11 The Contractor’s operations shall be conducted in a manner in conformity with the textbook provisions of the Higher Education Opportunity Act (HEOA). H.12 Tennessee Tech has implemented a licensing program for its logo, mascot, etc. The Contractor must sell only licensed products. Tennessee Tech's name and/or mascot cannot be used for 32 brand or product endorsement. Tennessee Tech's name (full and abbreviated), logo, all marks (university and athletic), and word mark may only be used with prior written permission of the University. H.13 The Contractor shall purchase textbooks no longer needed by the students at the end of each term and throughout the year. New textbooks purchased at the beginning of the semester in satisfactory condition that will be used the following term are to be purchased from students at a minimum of 50% of the textbook’s current new book retail price. Used textbooks purchased at the beginning of the semester in satisfactory condition that will be used the following term are to be purchased from students at a minimum of 50% of the textbook’s current used book retail price. Sales of used textbooks shall be at a price not to exceed 75% of the textbook's new book retail price. Texts that will not be used the following term may be purchased at wholesale. H.14 The Contractor shall set up temporary buyback sites across campus during finals week. During the spring semester, the Contractor shall also offer “traveling” buyback sites, where the Contractor conducts buybacks at several campus locations throughout the day. In addition, once the Contractor receives textbook requests for the next term, the Contractor will notify students who have purchased those titles that their books can be sold back to the Bookstore. H.15 The Contractor shall have a competitive price match guarantee program that is clearly defined and communicated to students at the beginning at each term. [TERMS OF PROGRAM] H.16 The Contractor shall be responsible for the disposition of any surplus books or other distressed merchandise acquired regardless of the cause. H.17 The Contractor shall provide special order book service for students, faculty, and staff, and make every effort to obtain the earliest possible delivery. H.18 The Contractor shall provide charge sales for materials sold for official use by Tennessee Tech departments when purchased in accordance with University standard purchasing procedures. H. 19 The Contractor agrees to comply with the provisions outlined in the Payment Card Industry Data Security Standard (PCI DSS) and adhere to the merchant level vulnerability testing. H.20 A charge system for scholarship students and acceptance of financial aid is required. H.21 The Contractor shall provide all athletic or departmental book purchases with the exception of textbooks and other materials used solely for faculty or staff professional development purposes. H.22 The Contractor shall accept the following as methods of payment: cash, personal checks, school and bank debit cards (including the University ID Card, Eagle Card), American Express, Discover, Visa and MasterCard credit cards, and store branded gift cards. H.23 The Contractor shall provide graduation regalia (hoods, cap and gown) sales and rental service to students and faculty. H.24 The Contractor shall provide class ring, graduation announcements, and diploma frames sales to students. 33 H.25 In support of Tennessee Tech's educational, cultural, and other programs, the Contractor must provide sales counters at all home football and basketball games and other mutually agreed upon athletic games / events plus University special events (i.e., symposia, lectures, etc.), if all the details can be worked out in advance. H.26 The Contractor shall provide faculty with a service to facilitate the obtaining of permission to use copyrighted materials for the purpose of compiling specialized course materials. H.27 The Contractor shall agree to promptly withdraw from display and sale any items which Tennessee Tech requests in writing not to be sold in the Bookstore. Such Tennessee Tech requests shall not be made arbitrarily or capriciously. However, the Contractor shall be provided the opportunity to discuss Tennessee Tech requests with the Director of Auxiliaries and request reconsideration of requests for withdrawal of items. H.28 The Contractor shall post, conspicuously and without equivocation, Bookstore policies concerning refunds, buy-backs, exchanges, check cashing (if applicable) and special orders. H.29 Refunds and Exchange Policy. The Contractor’s current refund policy is: [TERMS OF POLICIES] H.30 Contractor will submit, in writing, any proposed changes to Bookstore policies for review and approval by Tennessee Tech. Any review and decisions with respect to changes in book buy- back, exchange, refund and discount policies shall be done no more frequently than once per year with the goal of maintaining said policies in a consistent manner for a given academic year. H.31 At the beginning of the Contract, Contractor agrees to purchase all saleable emblematic merchandise, in reasonable quantities, from the current operator of the Bookstore at a wholesale price agreeable to both parties. Upon termination of this Contract any extensions and subsequent agreements immediately following the original Agreement, the University and/or any subsequent Contractor will be required to purchase all saleable emblematic merchandise, in reasonable quantities, at a wholesale price agreeable to both parties. I. BOOKSTORE SECURITY I.1 The Contractor shall collaborate with the Director of Auxiliary Services concerning questions of student discipline, enforcing regulations, and internal security and theft control in the Bookstore. The Contractor shall not, except in physically dangerous or other emergency situations, summon public emergency services except through University Police. The Contractor shall not seek to have any student suspected of theft arrested by public authorities or prosecuted without prior consultation with the Dean of Students. I.2 The Contractor shall provide the Director of Auxiliary Services a list of Contractor personnel having keys to the premises, including addresses and telephone numbers, and Tennessee Tech personnel shall call the Contractor to gain access to the Bookstore except when an emergency situation clearly precludes this procedure. A list of key holders will be provided to University Police for emergency use. I.3 Tennessee Tech will provide effective and prompt support to the Contractor in its efforts to 34 assure the security of its premises and stock. If the Contractor feels the measures taken by Tennessee Tech for the resolution of any security problems are insufficient, the Contractor shall have the right to present its views and recommendations to the Director of Auxiliary Services. I.4 Emergency Response. The Contractor has a proven Emergency Preparedness and Response Plan (EPRP) that mitigates the impacts of events such as fire, flood or other catastrophes, which might disrupt its business. The EPRP minimizes disruption to business, secures merchandise/fixtures and keeps the Contractor and customers safe. I.5 Contractor shall assure adequate security during transport of all monies to and from bank. Contractor may use an independent armored car service or University Police, at its discretion, for such escort services. Any costs incurred for such services shall be borne by the Contractor. J. MARKETING J.1 The Contractor shall use various marketing initiatives to promote the Bookstore through a comprehensive marketing plan that includes both traditional and social initiatives to engage students and faculty in-store, online and all around campus. Examples of such initiatives include: • In-store initiatives such as “Impulse Zones” containing the latest “must-have” merchandise; seasonal / holiday focused events; and special campus events. • Email & texting campaigns to target audiences; • Special nationwide campaigns with the nation’s top manufacturers and retailers to bring contests and special promotions to the Bookstore; • Social media strategies; • Targeted campaigns for students, alumni and athletics; • Campus outreach through personal Q & A sessions, on campus advertising; • Customized materials and online videos to keep faculty informed about timelines, news and special events. • [ADDITIONAL COMMUNICATION PLANS] K. MANAGEMENT AND STAFF K.1 At all times, Contractor shall maintain on duty a sufficient staff of employees to ensure efficient operations and level of service in the Bookstore. K.2 All staff employed by Contractor in the Bookstore shall maintain proper standards of courtesy, service and professionalism in dealing with the University community. K.3 Contractor agrees to consult with Tennessee Tech with respect to the appointment, removal and replacement of its employee who serves as General Manager of the Bookstore. In all events, such consultation and any action taken by Contractor shall be subject to personnel policies of Contractor, the privacy rights of such individuals, and any applicable laws and regulations. K.4 The Contractor must staff the Bookstore with qualified personnel. The Contractor shall exert its best efforts to employ students. The Contractor shall pay the wages and benefits and accept all employer liability for Bookstore employees. 35 K.5 The employees of the Contractor shall strictly adhere to Tennessee Tech regulations while on the University's premises including, but not limited to, regulations governing access to buildings, personal conduct, possession of prescribed substances or articles, tobacco use, parking and traffic. Further, Tennessee Tech reserves the right to require the removal of Contractor’s employees from assignment on the University’s campus for good cause. K.6 Contractor shall exert reasonable efforts to implement and maintain positive and effective public relations and communications with Tennessee Tech’s students, faculty, staff, and alumni. Bookstore management should meet regularly and work cooperatively with the Director of Auxiliary Services in the development and improvement of the Bookstore services. These meetings shall provide opportunities to discuss issues, ideas, etc. and to address resolutions and/or methods of implementation. L. GENERAL TERMS AND CONDITIONS: L.1 Required Approvals. Tennessee Tech 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. L.2 Modification and Amendment. During the term of the Contract, Tennessee Tech reserves the right to negotiate with Contractor regarding capital improvements and/or other issues as identified in the RFP response and/or contract. Such negotiations shall not diminish the overall financial commitment of Contractor with regard to the Contract. This Contract may be modified only by a written amendment executed by all parties hereto and approved by the appropriate officials. L.3 Contractor Requirements. This Contract shall not be executed until the Contractor has completed the Contractor Requirements Form. L.4 Termination for Convenience. Either party may terminate this Contract without cause for any reason. Termination under this Section L. 4 shall not be deemed a Breach of Contract. The terminating party shall give the other party at least one hundred eighty (180) days’ written notice before the effective termination date. Immediately upon termination the University has the right to collect any amounts owed to Tennessee Tech by the Contractor. Upon such termination by Tennessee Tech, the Contractor shall have no right to any actual general, special, incidental, consequential, or any other damages whatsoever of any description or amount. L.5 Termination for Cause. If either party fails to perform its obligations under this Contract in a timely or proper manner, or if either party violates any term of this Contract, the non-breaching shall have the right to immediately terminate the Contract; provided, however, the non- breaching party shall give the breaching party sufficient written notice and a specified period of not less than thirty (30) days in which to cure the alleged breach. Notwithstanding the above, the Contractor shall not be relieved of liability to Tennessee Tech for damages sustained by virtue of any breach of this Contract by the Contractor. L.6 Vacation of Premises. Upon termination of the Contract the Contractor shall vacate the premises and deliver premises to Tennessee Tech in the same condition the premises are in at the time the Contractor enters into such agreement, reasonable wear and tear excepted. None of the alterations, additions, and improvements to the premises shall be removed by the 36 Contractor, the same being part of the premises. L.7 Availability of Funds. Tennessee Tech's operation is subject to the allotment of state and/or federal funds, and this Contract may be null and void unless sufficient funds have been appropriated. Termination under this Section L.7 shall not be deemed a breach of Contract by Tennessee Tech. Upon receipt of the written notice, the Contractor shall cease all services associated with the Contract. Should such an event occur, Tennessee Tech shall be entitled to compensation due the University as of the termination date. Upon such termination, the Contractor shall have no right to recover from Tennessee Tech any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. L.8 Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for an