RFQ - 177468783 - Primary Rate Interface Circuits

1 TENNESSEE TECHNOLOGICAL UNIVERSITY Request for Quotations Primary Rate Interface Circuits / 177468783 Quotation Due: November 7, 2023 / 3:00 PM Electronic copies of this Request for Quotations available by contacting Tina Girdley at tgirdley@tntech.edu. mailto:tgirdley@tntech.edu 2 1 INTRODUCTION 1.1 Background Tennessee Technological University (hereinafter Tennessee Tech) is a four-year comprehensive university located in Cookeville, Tennessee. Tennessee Tech is the state’s only technological university and currently enrolls more than 10,000 students. Tennessee Tech offers more than 40 bachelor’s and 20 graduate degree programs and 120 concentrations through its various academic divisions – the College of Agriculture and Human Ecology, College of Arts and Sciences, College of Business, College of Education, College of Engineering, College of Fine Arts, College of

Graduate Studies, Whitson-Hester School of Nursing, and the College of Interdisciplinary Studies. Tennessee Tech also offers the PhD in education, engineering, and environmental science and maintains three Centers of Excellence, including the Center for Energy Systems Research, the Center for Manufacturing Research and the Center for the Management, Utilization and Protection of Water Resources. The Appalachian Center for Craft, a University satellite campus and an academic program offered through the College of Education, is a nationally accredited School of Art, Craft and Design, offering a Bachelor of Fine Arts degree with concentrations in clay, fibers, glass, metals and woods. Long recognized for academic excellence, Tennessee Tech has consistently achieved high rankings for academic excellence and affordability. Founded in 1915, Tennessee Tech is governed by its own Board of Trustees. 1.2 Statement of Purpose, Scope of Services Tennessee Tech is seeking quotations for an experienced and qualified company to provide Primary Rate Interface (PRI) Circuits per the specifications outlined herein. Tennessee Tech has issued this Request for Quotations (RFQ) to define Tennessee Tech’s minimum service requirements; solicit quotations; detail quotation requirements; and, outline the Tennessee Tech’s process for evaluating quotations and selecting one or more contractors to provide the requested services and/or goods. Through this RFQ, Tennessee Tech seeks to procure necessary services and/or goods at the most favorable, competitive prices and to give ALL qualified business, including those that are small, minority, women, and service-disabled veteran-owned, the opportunity to do business with Tennessee Tech. Contractors must complete the Contractor Requirements Form (see attachment 6.1 for form and classification definitions). In addition, all small, minority, women and service-disabled veteran-owned businesses are strongly encouraged to register with the Governor’s Office of Diversity Business Enterprise (Go-DBE) to attain official certification. Tennessee Tech shall work with the successful Proposer and the Go- DBE Office regarding registration/certification as appropriate. Tennessee Tech reserves the right to award both primary and secondary contract(s) so that if the primary contractor is unable to accommodate Tennessee Tech’s needs for PRI services or lacking sufficient manpower to accommodate multiple extensive projects, as necessary, that the secondary contractor might assist Tennessee Tech with such services. 1.3 Coverage and Participation 3 The Contractor may elect to extend the terms and pricing of this contract to other institutions within the state higher education systems, such as the State Universities, TBR and University of Tennessee systems. A listing of these institutions is provided as Attachment A. The Contractor’s decision of whether or not to extend the contract will not affect the award decision. Other state Universities/TBR/UT Institutions will NOT be obligated to use this contract, but may choose to do so, at their sole discretion. Does Contractor agree to extend the terms and pricing of any contract resulting from this process to other state Universities/TBR/UT institutions? ____ yes _____ no (check as applicable) 1.4 No person on the grounds of disability, age, race, color, religion, sex, national origin, veteran status or any other classification protected by federal or Tennessee constitutional or state laws shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract. The Contractor shall, upon request, show proof of such nondiscrimination, and shall post in conspicuous places, available to all employees and applicants, notice of nondiscrimination. Tennessee Tech has designated the following to coordinate compliance with the nondiscrimination 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: Mr. Greg Holt, Compliance Officer Tennessee Tech University Derryberry Hall, Room 258 Campus Box 5037 1 William L Jones Dr. Cookeville, TN 38505 Phone: 931-372-6062 gholt@tntech.edu 1.5 Assistance to Bidders with a Disability A Bidder with a disability may receive accommodation relating to the communication of the RFQ and participation in this RFQ process. A Bidder may contact the RFQ Coordinator to request reasonable accommodation no later than the Disability Accommodation Request Deadline in the RFQ Section 2, Schedule of Events. 1.6 RFQ Communications 1.6.1 Unauthorized contact regarding this RFQ with employees or officials of Tennessee Tech other than the RFQ Coordinator named below may result in disqualification from this procurement process. Interested Parties must direct all communications regarding this RFQ to the following RFQ Coordinator, who is Tennessee Tech’s only official point of contact for this RFQ. Tina Girdley Purchasing & Contract, Senior Buyer Tennessee Technological University Campus Box 5144 1 William L Jones Drive Cookeville, TN 38505 Phone: (931) 372-6350 mailto:gholt@tntech.edu 4 Fax: (931) 372-3727 tgirdley@tntech.edu 1.6.2 Tennessee Tech has assigned the following RFQ identification that must be referenced in all communication regarding the RFQ: RFQ – Primary Rate Interface (PRI) Circuits 1.6.3 Any oral communications shall be considered unofficial and non-binding with regard to this RFQ. Only Tennessee Tech’s official responses and communications, as defined in Section 1.6.7 below, shall be considered binding with regard to the RFQ. Tennessee Tech’s official responses and other communications pursuant to the RFQ shall constitute an amendment of the RFQ. 1.6.4 The RFQ Coordinator must receive all written comments, including questions and requests for clarification, no later than the Written Comments Deadline in the RFQ Section 2, Schedule of Events. 1.6.5 Each Bidder shall assume the risk of the method of dispatching any communication or quotation 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 quotation to Tennessee Tech by a deadline date shall not substitute for actual receipt of a communication or quotation by Tennessee Tech. 1.6.6 Tennessee Tech reserves the right to determine, at its sole discretion, the appropriate and adequate responses to written comments, questions, and requests for clarification. 1.6.7 Tennessee Tech will convey all official responses and communications pursuant to the RFQ via Internet posting at https://www.tntech.edu/purchasing/bidopportunities.php. It is the Bidders responsibility to access this website to obtain updates to information, as needed, to submit a response to the most current information issued by Tennessee Tech. 1.6.8 Any data or information provided by Tennessee Tech (in this RFQ, an RFQ Amendment or any other communication relating to this RFQ) is for informational purposes only. Tennessee Tech will make reasonable efforts to ensure the accuracy of such data or information; however, it is the Bidders obligation to independently verify any data or information provided by Tennessee Tech. Tennessee Tech expressly disclaims the accuracy or adequacy of any information or data that it provides to prospective Bidders. Only Tennessee Tech’s official, written responses and communications shall be considered binding with regard to this RFQ. 1.7 Bid Deadline Bids must be submitted no later than the Bid Deadline time and date detailed in Section 2, RFQ Schedule of Events. A bid must respond to the written RFQ and any RFQ exhibits, attachments, or amendments. A late bid shall not be accepted, and a Bidders failure to submit a bid before the deadline shall cause the bid to be disqualified. Bids must bear the signature of an authorized representative of the Bidder. If licensure information is required, it must be provided within the bid document and on the bid envelope if bid is mailed or delivered to Tennessee Tech. https://www.tntech.edu/purchasing/bidopportunities.php 5 1.8 Written Questions/Answer Period A question and answer period deadline is defined in the RFQ Section 2, Schedule of Events. The purpose of the written question/answer period is to allow Bidders to submit any questions they may have regarding the scope of services and/or goods requested. To ensure accurate, consistent responses to all known potential Bidders, the official response to questions will be issued by Tennessee Tech as described in RFQ Sections 1.6, et seq., above and on the date in the RFQ Section 2, Schedule of Events. 6 2 RFQ SCHEDULE OF EVENTS The following Schedule of Events represents Tennessee Tech's best estimate of the schedule that will be followed. Unless otherwise specified, the time of day for the following events will be between 8:00 a.m. and 4:30 p.m., Central Time. RFQ SCHEDULE OF EVENTS NOTICE: Tennessee Tech reserves the right, at its sole discretion, to adjust this schedule as it deems necessary. Tennessee Tech will communicate any adjustment to the Schedule of Events via internet posting, see Section 1.6.7. EVENT TIME (all times are Central Time) DATE (all dates are Tennessee Tech’s business days) 1. Tennessee Tech Issues RFQ 10/9/2023 2. Disability Accommodation Request Deadline 4:30 pm 10/24/2023 3. Written Questions/Comments Deadline Noon 10/25/2023 4. Tennessee Tech Responds to Written to all Questions 4:30 p.m. 10/31/2023 5. Bid Deadline & Opening 3:00 p.m. 11/7/2023 6. Tennessee Tech Issues Intent to Award Letter and Opens RFQ Files for Public Inspection 11/8/2023 7. Award of Contract 11/14/2023 8. Contract Effective Date Upon final execution 7 3 BID REQUIREMENTS 3.1 Each Bidder must submit a quotation in response to this RFQ with the most favorable terms that the Bidder can offer. There will be no best and final offer procedure. However, Tennessee Tech reserves the right to further clarify or negotiate with the best-evaluated Bidder subsequent to award recommendation but prior to contract execution if deemed necessary by Tennessee Tech. Tennessee Tech may initiate negotiations, which serve to alter the bid/quotation in a way favorable to the University. For example, prices may be reduced; time requirements may be revised, etc. In no event shall negotiations increase the cost or amend the quotation such that the apparent successful Bidder no longer offers the best quotation. 3.2 Tennessee Tech must receive all quotations in response to this RFQ, at the address indicated in Section 1.5.1 no later than the Quotation Deadline time and date in Section 2, RFQ Schedule of Events. Late quotations will not be considered and will remain unopened and filed in the RFQ file. 3.3 A quotation must be typewritten or hand-written in ink. A Bidder may not deliver a bid orally. 3.4 Each bid should be economically prepared, with emphasis on completeness and clarity of content. A bid, as well as any reference material presented, must be written in English and must be written on standard 8 1/2" x 11" paper (although foldouts containing charts, spreadsheets, and oversize exhibits are permissible). 3.5 Bid prices are to include all necessary shipping/handling charges to make delivery F.O.B. Cookeville, TN 38505. 4 GENERAL REQUIREMENTS & CONTRACTING INFORMATION 4.1 Bidder Required Review and Waiver of Objections Each Bidder must carefully review this RFQ and all attachments, for comments, questions, defects, objections, or any other matter requiring clarification or correction (collectively called “comments”). Comments concerning RFQ objections must be made in writing and received by Tennessee Tech no later than the Written Questions/Comments Deadline in Section 2, RFQ Schedule of Events. This will allow issuance of any necessary amendments and help prevent the opening of defective bids upon which contract award could not be made. Protests based on any objection shall be considered waived and invalid if these comments/objections have not been brought to the attention of Tennessee Tech, in writing, by the Written Questions/Comments Deadline. 4.2 RFQ Amendment and Cancellation Tennessee Tech reserves the unilateral right to amend this RFQ in writing at any time. If an RFQ amendment is issued, Tennessee Tech will convey such amendment by posting to www.tntech.edu/purchasing/bidopportunities.php . Each bid must respond to the final written RFQ and any exhibits, attachments, and amendments. Tennessee Tech reserves the right, at its sole discretion, to cancel and reissue this RFQ or to cancel this RFQ in its entirety in accordance with applicable laws and regulations. http://www.tntech.edu/purchasing/bidopportunities.php 8 4.3 Bid Prohibitions and Right of Rejection 4.3.1 Tennessee Tech reserves the right, at its sole discretion, to reject any and all bids in accordance with applicable laws and regulations. 4.3.2 Each bid must comply with all of the terms of this RFQ and all applicable state laws and regulations. Tennessee Tech may reject any bid that does not comply with all of the terms, conditions, and performance requirements of this RFQ. Tennessee Tech may consider any bid that does not meet the requirements of this RFQ to be non-responsive, and Tennessee Tech may reject such a bid. 4.3.3 A Bidder may not restrict the rights of Tennessee Tech or otherwise qualify a bid. Tennessee Tech may determine such a bid to be a non-responsive counteroffer, and the bid may be rejected. 4.3.4 A Bidder may not submit the Bidders own contract terms and conditions in a response to this RFQ. If a bid contains such terms and conditions, Tennessee Tech may determine, at its sole discretion, the bid to be a non-responsive counteroffer, and the bid may be rejected. Tennessee Tech will not execute vendor agreements in connection with services provided under this RFQ. 4.3.5 Tennessee Tech shall reject a bid if it was not arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other Bidder. Regardless of the time of detection, Tennessee Tech shall consider any of the foregoing prohibited actions to be grounds for bid rejection or contract termination. 4.3.6 Tennessee Tech shall not contract with or consider a bid from: 4.3.6.1 An individual who is, or within the past six months has been, a state employee. An individual shall be deemed a state employee until such time as all compensation and terminal leave has been paid. Contracts with a company or corporation in which a controlling interest is held by any state employee or the employee’s spouse shall be considered, for the purpose of applying this rule, to be a contract with the individual. 4.3.6.2 A company, corporation, or any other contracting entity in which an ownership of two percent (2%) or more is held by an individual who is, or within the past six months has been, an employee or official of the State of Tennessee (this shall not apply either to financial interests that have been placed into a “blind trust” arrangement pursuant to which the employee does not have knowledge of the retention or disposition of such interests or to the ownership of publicly traded stocks or bonds where such ownership constitutes less than 2% of the total outstanding amount of the stocks or bonds of the issuing entity); 4.3.6.3 A company, corporation, or any other contracting entity which employs an individual who is, or within the past six months has been, an employee or official of the State of Tennessee in a position that would allow the direct or indirect use or disclosure of information, which was obtained through or in connection with his or her employment and not made available to the general public, for the purpose of furthering the private interest or personal profit of any person; or, 4.3.6.4 Any individual, company, or other entity involved in assisting Tennessee Tech in the development, formulation, or drafting of this RFQ or its scope of services shall be considered to have been given information that would afford an unfair advantage over other Bidders, and such individual, company, or other entity may not submit a bid in response to this RFQ. 9 4.3.7 Tennessee Tech reserves the right, at its sole discretion, to waive a bid’s variances from full compliance with this RFQ. If Tennessee Tech waives minor variances in a bid, such waiver shall not modify the RFQ requirements or excuse the Bidder from full compliance with the RFQ. 4.4 Incorrect Bid Information If Tennessee Tech determines that a Bidder has provided, for consideration in this RFQ process or subsequent contract negotiations, incorrect information that the Bidder knew or should have known was materially incorrect, that bid shall be determined non-responsive and shall be rejected. 4.5 Iran Divestment Act By submission of this Bid, each Bidder and each person signing on behalf of any Bidder certifies, under penalty of perjury, that to the best of its knowledge and belief, neither it nor any of its subcontractors, if applicable, is on the Iran Divestment Act (T.C.A. §12-12-101 et seq.) list of entities or persons ineligible to contract with the State of Tennessee. 4.6 Assignment and Subcontracting 4.6.1 The Contractor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFQ without Tennessee Tech’s prior approval. Tennessee Tech may, at its sole discretion, refuse approval of any subcontract, transfer, or assignment. 4.6.2 If a Bidder intends to use subcontractors, the Bidder must specifically identify the scope and portions of the work each subcontractor will perform. 4.6.3 Unless Tennessee Tech expressly disapproves of a subcontractor named in a bid prior to Contract signing, the subcontractor is considered an approved subcontractor. 4.6.4 After Contract award, a Contractor may only substitute an approved subcontractor with Tennessee Tech’s prior, written approval. 4.6.5 Notwithstanding any Tennessee Tech approval relating to subcontractors, the Bidder who is awarded a Contract pursuant to the RFQ will be the prime Contractor and will be responsible for all work under the Contract. 4.6.6 If a Bidder offers related services and/or goods in addition to those required by and described in this RFQ, Tennessee Tech, at its sole discretion, may add the additional services and/or goods to the Contract before contract signing. Costs associated with additional related services and/or goods must be provided on a separate attachment in the Cost Bid. Tennessee Tech will not use proposed additional services and/or goods in bid evaluation. 4.7 Right to Refuse Personnel Tennessee Tech, at its sole discretion and notwithstanding any prior approval, reserves the right to refuse any personnel of the prime Contractor or a subcontractor providing services and/or goods. Tennessee Tech will document in writing the reason(s) for any rejection of personnel. 4.8 Insurance 4.8.1 During the course of the Contract, the Contractor will maintain, at its own expense, a commercial general liability policy naming both Tennessee Tech and the Tennessee Tech Foundation as additional insured and certificate holder. The commercial general liability policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage 10 and medical claims, with minimum limits of $1,000,000 per occurrence, $3,000,000 in the aggregate. The Contractor shall maintain workers’ compensation coverage or a self-insured program as required under Tennessee law. The Contractor shall deliver to Tennessee Tech both certificates of insurance no later than the effective date of the Contract. If any policy providing insurance required by the Contract is cancelled prior to the policy expiration date, the Contractor, upon receiving a notice of cancellation, shall give immediate notice to Tennessee Tech. 4.8.2 The Contractor agrees that the required insurance provided hereunder shall be primary over any insurance of Tennessee Tech and that the Contractor’s interests are not covered whatsoever by Tennessee Tech. The Tennessee Claims Commission has exclusive jurisdiction over claims against Tennessee Tech. 4.8.3 The enumeration in the Contract or in this document of the kinds and amounts of liability insurance shall not abridge, diminish or effect the Contractor’s legal responsibilities for the consequences of accidents arising out of or resulting from the Contractor’s services under this Contract. 4.9 Department of Revenue Registration Before the Contract, resulting from this RFQ, is signed the apparent successful Bidder must be registered with or exempted by the Tennessee Department of Revenue for the collection of Tennessee sales and use tax. Tennessee Tech shall not award a Contract unless the Bidder provides proof of such registration or documentation from the Department of Revenue that the Contractor is exempt from this registration requirement. 4.10 Financial Stability The successful Bidder may be required to provide information to Tennessee Tech to demonstrate financial stability and capability prior to award of contract. 4.11 Bid Withdrawal A Bidder may withdraw a submitted bid at any time up to the Bid Deadline time and date in Section 2, RFQ Schedule of Events. To do so, a Bidder must submit a written request, signed by a Bidders authorized representative to withdraw a bid. After withdrawing a previously submitted bid, a Bidder may submit another bid at any time up to the Bid Deadline. 4.12 Bid Errors and Amendments At the option of Tennessee Tech, a Bidder may be bound by all bid errors or omissions. A Bidder will not be allowed to alter or amend bid documents after the Bid Deadline time and date in the RFQ Section 2, Schedule of Events unless formally requested, in writing, by Tennessee Tech. 4.13 Bid Preparation Costs Tennessee Tech will not pay any costs associated with the preparation, submittal, or presentation of any bid. 4.14 Continued Validity of Bids All Bids shall state that the offer contained therein is valid for a minimum of ninety (90) days from the date of opening. This assures that Bidders offers are valid for a period of time sufficient for thorough consideration. Bids that do not so state will be presumed valid for ninety (90) days. 4.15 Disclosure of Bid Contents 11 4.15.1 Each bid and all materials submitted to Tennessee Tech in response to this RFQ shall become the property of Tennessee Tech. Selection or rejection of a bid does not affect this right. All bid information, including detailed price and cost information, shall be held in confidence during the evaluation process. 4.15.2 By submitting a bid, the Bidder acknowledges and accepts that the full bid contents and associated documents shall become open to public inspection. 4.15.3 If an RFQ is re-advertised, all prior offers and/or bids shall remain closed to inspection by the Bidders and/or public until evaluation of the responses to the re-advertisement is complete. 4.16 Contract Approval The RFQ and the Contractor selection processes do not obligate Tennessee Tech and do not create rights, interests, or claims of entitlement by either the Bidder with the apparent best- evaluated bid or any other Bidder. Contract award and Tennessee Tech obligations pursuant thereto shall commence only after the Contract is fully executed by the appropriate authorities. 4.17 Contract Term The term of the contract will be from date of last signature until five (5) years thereafter. 4.18 Contract Payments All payments by Tennessee Tech shall be made in accordance with the Contract’s Payment Terms and Conditions provisions (refer to RFQ Attachment B, Pro Forma Contract, Section C.) 4.19 Invoicing Requirements The Contractor shall keep records of all work performed by date, building, and description of work to be provided to Tennessee Tech at the end of each job. Contractor must provide an estimate including all applicable costs, including but not limited to, all labor and materials costs before beginning work. This requirement applies to all work performed under this Contract. 4.20 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 brief, periodic, progress reports to Tennessee Tech, as requested. 4.21 Severability If any provision of this RFQ is declared by a court to be illegal or in conflict with any law, the decision shall not affect the validity of the remaining RFQ terms and provisions, and the rights and obligations of Tennessee Tech and Bidders shall be construed and enforced as if the RFQ did not contain the particular provision held to be invalid. 4.22 Policy and Guideline Compliance This bid request and any award made hereunder are subject to the policies of Tennessee Tech (https://www.tntech.edu/policies/) 4.23 Protest Procedures Tennessee Tech's Bid Protest procedures are available upon request. https://www.tntech.edu/policies/ 12 5 Contract Award Process 5.1 The RFQ Coordinator will forward the results of the bid evaluation process to the appropriate Tennessee Tech official who will consider the bid evaluation process results and all pertinent information available to make a determination about the award. Tennessee Tech reserves the right to make an award without further discussion of any bid. Notwithstanding the foregoing, to affect an award to a Bidder other than the one providing the lowest evaluated price, the requesting department/party must provide written justification for such an award and obtain the written approval of the appropriate Tennessee Tech official. 5.2 Tennessee Tech reserves the right to interview the apparent best-evaluated Bidder to clarify any issues of the bid response prior to award. 5.3 If Tennessee Tech determines that the apparent best-evaluated bid is non-responsive and rejects the bid, the RFQ Coordinator will determine the new, apparent best-evaluated bid. 5.4 After the appropriate official’s determination, Tennessee Tech will issue an Intent to Award to identify the apparent best-evaluated bid as in the RFQ Section 2, Schedule of Events. NOTICE: The Intent to Award shall not create rights, interests, or claims of entitlement in either the Bidder with apparent best-evaluated bid or any other Bidder. 5.5 Tennessee Tech will also make the RFQ files available for public inspection as in the RFQ Section 2, Schedule of Events. 5.6 The Bidder with the apparent best-evaluated bid must agree to and sign a contract with Tennessee Tech, which shall be substantially the same as the attached RFQ Attachment B 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 Tennessee Tech’s best interests subsequent to this RFQ process. No such terms and conditions or revision of contract requirements shall materially affect the basis of bid evaluations or negatively impact the competitive nature of the RFQ process. 5.7 Tennessee Tech reserves the right to initiate negotiations with the next ranked Bidder(s) should Tennessee Tech cease doing business with the Bidder selected via this RFQ process. 6 Technical Requirements 6.1 All bids must meet or exceed the minimum technical requirements. 6.2 Attachment C contains the technical requirements/specifications for the goods/services desired by the University. Bidder must complete Attachment C by answering whether or not in agreement with each specification; all items must be addressed. Additional pages may be attached and referenced on Attachment C as necessary. 6.3 The Contractor is required to comply with the Tennessee occupational safety standards and all other applicable national, state and local safety codes. 6.4 Fees and permits required by the state, county, or city, as applicable, for the work done by the Contractor shall be secured and such fees and cost paid by the Contractor. 6.5 Contractor must provide its own tools of the trade. The University will not be responsible for lost or stolen items 13 6.6 Prices submitted by Contractor are to remain firm for a one (1) year period. Contractor may propose a price increase, annually thereafter, with at least ninety (90) days advance notice. Any request for price increase must include written justification regarding the reason(s) for the increase. Increases shall not exceed 5% over the previous year’s prices. All requests for price increases are subject to Tennessee Tech’s approval, and Tennessee Tech may elect to accept a price increase or reject the price increase and re-bid the contract at its sole discretion. 7 COST SHEET AND EVALUATION: 7.1 Attachment D is the Cost Sheet. Bidders are to complete the cost information as provided on this sheet to enable a fair and accurate evaluation of the bids. 7.2 Bids will be evaluated based on the total cost for all four (4) circuits, over a one-year period. This total cost will be the non-recurring cost of all four (4) circuits, combined with twelve (12) months of recurring costs for all four (4) circuits, (including fees, taxes, and surcharges). 7.3 The best-evaluated bid will be the one with the lowest overall total cost as described in Section 7.2. 8. General Terms and Conditions 8.1 Termination for Cause. It shall be the responsibility of the Contractor to perform its contractual duties on an ongoing basis as specified in the Contract. Failure to do so is considered a breach of contract. If Tennessee Tech feels that the Contractor is not performing its obligations at a satisfactory level, Tennessee Tech will notify the Contractor of its concerns in writing. With the notification, Tennessee Tech shall identify areas of improvement and will specify a time within which the Contractor shall cure such breach of contract. Should satisfactory improvement not be made, at the sole discretion of Tennessee Tech, Tennessee Tech shall have the right to terminate the contract with 30 days' notice. 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. 8.2 Conflicts of Interest. Contractor certifies its compliance with applicable federal and state laws, rules and regulations and Tennessee Tech policies with respect to Conflict of Interest, including, but not limited to the following: • Pursuant to T.C.A. § 12-4-103, Contractor acknowledges that it is unlawful for any state official or employee to bid on, sell, or offer for sale, any merchandise, equipment or material, or similar commodity, to the state of Tennessee during the tenure of such official's or employee's office or employment, or for six (6) months thereafter, or to have any interest in the selling of the same to the state; • Pursuant to TTU Policy 132, Conflict of Interest, Tennessee Tech prohibits purchases of merchandise, equipment, materials or similar commodities from a Tennessee Tech employee's business or from a family member's business. Family member, as defined by the policy, means a spouse or child dependent or non-dependent of Tennessee Tech employee, unless otherwise defined by statute; • Pursuant to TTU Policy 132, Conflict of Interest, Tennessee Tech prohibits service contracts with an individual who is, or within the past six months has been a state employee. Contracts with the employee's spouse, a company or corporation in which a controlling interest is held by any state employee or the employee's spouse shall be considered, for the purpose of applying this rule, to be a contract with said individual. 8.3 Nondiscrimination. Contractor acknowledges and agrees that no person on the grounds of disability, age, race, color, religion, sex, national origin, veteran status or any other classification protected by federal, or Tennessee constitutional or state laws shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of the Contract. 14 8.4 Records. The Contractor shall maintain documentation for all charges against Tennessee Tech under this Contract. The books, records, and documents of the Contractor, insofar as they relate to work performed or money received under this Contract, shall be maintained for a period of three (3) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by Tennessee Tech, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles. 8.5 Monitoring. The Contractor's activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by Tennessee Tech, the Comptroller of the Treasury, or their duly appointed representatives. 8.6 Strict Performance. Failure by either party to insist in any one or more cases upon the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the parties hereto. 8.7 Independent Contractor. The parties hereto, in the performance of this Contract, shall not act as employees, partners, joint ventures, or associates of one another. It is expressly acknowledged by the parties hereto that the parties are independent contracting entities and that nothing in this Contract shall be construed to create an employer/employee relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual goods and/or services. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The Contractor, being an independent contractor and not an employee of Tennessee Tech, agrees to carry adequate public liability and other appropriate forms of insurance on the Contractor's employees, and to pay all applicable taxes incident to this Contract. 8.8 Tennessee Tech Liability. Tennessee Tech shall have no liability except as specifically provided in this Contract. 8.9 Force Majeure. Should an event (e.g., war, act of God, riot, natural disaster, epidemic, etc.) beyond a party's reasonable control occur, that party will be excused from performing its obligations under this contract, provided the following provisions are met: (1) The affected party must promptly notify the other party of the occurrence of the event, its effect on performance, and how long that party expects it to last, and (2) the affected party shall update that information as reasonably necessary and use reasonable efforts to limit damage to the other party and to resume its performance under this agreement. 8.10 Governing Law. This Contract shall be governed by the laws of the State of Tennessee without regard to its choice of law principles. Contractor shall comply with all applicable federal, state, and local laws and regulations and applicable Tennessee Tech policies and procedures. Contractor agrees that the Tennessee Claims Commission shall have exclusive jurisdiction to resolve disputes related to this Contract. 8.11 Severability. If any terms or conditions of this Contract are held to be invalid or unenforceable as a matter of law, the other terms and conditions hereof shall not be affected thereby and shall remain in full force and effect. To this end, the terms and conditions of this Contract are declared severable. 8.12 Subject to Funds Availability. The Contract is subject to the appropriation and availability of State and/or Federal funds. In the event that the funds are not appropriated or are otherwise unavailable, Tennessee Tech reserves the right to terminate the Contract upon written notice to the Contractor. 8.13 Breach. A party shall be deemed to have breached the Contract if any of the following occurs. This list is not exclusive. — failure to perform in accordance with any term or provision of the Contract; — partial performance of any term or provision of the Contract; — any act prohibited or restricted by the Contract, or — violation of any warranty. 15 8.14 Prohibited Advertising. The Contractor shall not refer to this Contract or the Contractor's relationship with Tennessee Tech hereunder in commercial advertising in such a manner as to state or imply that the Contractor or the Contractor's goods and/or services are endorsed. 8.15 Hold Harmless. The Contractor agrees to indemnify and hold harmless Tennessee Tech as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action, including reasonable attorney's fees, which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys for Tennessee Tech in the event such service is necessitated to enforce the terms of this Paragraph or otherwise enforce the obligations of the Contractor to Tennessee Tech hereunder. In the event of any such suit or claim, Tennessee Tech shall give the Contractor immediate notice thereof and Contractor shall provide all assistance required by Tennessee Tech in Tennessee Tech's defense. The Contractor shall have full right and obligation to conduct the Contractor's own defense thereof. Nothing contained herein shall be deemed to accord to the Contractor, through its attorney(s), the right to represent Tennessee Tech in any legal matter, such rights being governed by Tennessee Code Annotated, Section 8-6- 106. 8.16 Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it and its principals: a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or state department or agency; b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offence in connection with obtaining attempting to obtain, or performing a public (Federal, State, or Local) transaction or grant under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property; c. are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or Local) with commission of any of the offenses listed in section b. of this certification; and d. have not within a three (3) year period preceding this Contract had one or more public transactions (Federal, State, or Local) terminated for cause or default. 8.17 Prohibition on Hiring Illegal Immigrants. Pursuant to T.C.A. § 12-3-309(b), Contractor attests that the Contractor will not knowingly utilize the services of illegal immigrants in the performance of the Contract, and will not knowingly utilize the services of any subcontractor who will utilize the services of illegal immigrants in the performance of the Contract. 8.18 Sales and Use Tax. Contractor certifies that the Contractor has either registered with the State of Tennessee's Department of Revenue for or does not make sales of goods or services that are subject to the collection of Tennessee sales and use tax, as required by T.C.A. § 12-3-306, and will provide proof of compliance upon request. 8.19 Click-Wrap Agreements. The Contractor agrees that click-wrap agreements shall not be binding upon Tennessee Tech. No employee has the actual or apparent authority to enter into click-wrap agreements on behalf of Tennessee Tech without the approval of Tennessee Tech's President or his/her designee. No employee has the authority to modify, amend, or supplement this Agreement through a click-wrap agreement. This Agreement can only be modified, amended, or supplemented under these terms through a written amendment in accordance with Tennessee Tech's procedures, policies, and guidelines. 8.20 Contractor Commitment to Diversity. The Contractor shall assist Tennessee Tech in monitoring the Contractor's performance of this commitment by providing, as requested, a quarterly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, 16 and Tennessee service-disabled veterans. Such reports shall be provided to Tennessee Tech in form and substance as required by Tennessee Tech. 8.21 Counterparts. This Agreement may be executed in two or more counterparts and may be electronically transmitted, subject to the limitations of state or federal law and/or Tennessee Tech/TBR policies. Each counterpart, regardless of transmission method, shall be deemed an original and all of which together shall constitute one Agreement. 8.22 Iran Divestment Act. Contractor certifies, under penalty of perjury, that to the best of its knowledge and belief, neither it nor any of its subcontractors, if applicable, is on the Iran Divestment Act (T.C.A. §§ 12-12101 et seq.) list of entities or persons ineligible to contract with the State of Tennessee. 8.23 Boycott of Israel. Contractor certifies that is not currently engaged in and will not for the duration of the contract engage in, a boycott of Israel as defined by T.C.A. § 12-4-119. COMPLETE INFORMATION AND SIGN BID BELOW. _______________________________________ ______________________________________________ Bidding Entity’s Name Name of Contact Person (Printed) ________________________________________ ______________________________________________ Address Phone / Fax ________________________________________ __________________________________________ Authorized Signature of Bidder DATE NOTE: UNSIGNED BIDS WILL BE REJECTED WITHOUT CONSIDERATION. Tennessee Technological University is an EEO/AA/Title IX/Section 504/ADA employer 17 ATTACHMENT A LISTING OF STATE UNIVERSITIES, TBR SYSTEM INSTITUTIONS, THE UT SYSTEMS OF HIGHER EDUCATION AND STATE OF TENNESSEE Austin Peay State University East Tennessee State University Middle Tennessee State University Tennessee State University Tennessee Technological University University of Memphis Tennessee Board of Regents, Central Office Chattanooga State Community College Cleveland State Community College TCAT-Athens Columbia State Community College TCAT-Pulaski TCAT-Hohenwald Dyersburg State Community College Jackson State Community College TCAT-Jackson TCAT-Whiteville TCAT-Crump TCAT-McKenzie TCAT-Paris TCAT-Newbern TCAT-Ripley TCAT-Covington Motlow State Community College TCAT-Shelbyville TCAT-Murfreesboro TCAT-McMinnville Nashville State Community College TCAT-Nashville TCAT-Dickson Northeast State Community College TCAT-Elizabethton Pellissippi State Community College TCAT-Knoxville Roane State Community College TCAT-Oneida/Huntsville TCAT-Harriman TCAT-Jacksboro TCAT-Crossville Southwest Tennessee Community College TCAT-Memphis Volunteer State Community College TCAT-Livingston TCAT-Hartsville Walters State Community College TCAT-Morristown University of Tennessee – Chattanooga University of Tennessee – Knoxville University of Tennessee – Martin University of Tennessee – Memphis University of Tennessee – Tullahoma State of Tennessee Departments 18 ATTACHMENT B PRO FORMA CONTRACT The Pro Forma Contract set forth in this Attachment contains some “blanks”, signified in brackets by words in all capital letters, describing material to be added, along with appropriate additional information, in the final contract resulting from this RFQ. CONTRACT BETWEEN TENNESSEE TECHNOLOGICAL UNIVERSITY AND [CONTRACTOR NAME] This Contract, by and between Tennessee Technological University, hereinafter referred to as “Tennessee Tech” and [CONTRACTOR NAME], hereinafter referred to as the “Contractor,” is for Primary Rate Interface (PRI) Circuits Services, 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 [has/has not (select one)] elected to extend the terms and pricing of this contract to other state Universities, Tennessee Board of Regents, and/or University of Tennessee institutions. A.2 Contractor to provide Primary Rate Interface Circuits Services on an “as required” basis, per the specifications outlined herein. B CONTRACT TERM: Contract Term. This Contract shall be effective for the period commencing on last signature until five (5) years thereafter. Tennessee Tech shall have no obligation for services rendered by the Contractor which are not performed within the specified period. This agreement shall not be extended for more than a five-year period. C PAYMENT TERMS AND CONDITIONS: C.1 Maximum Liability. In no event shall the maximum liability of Tennessee Tech under this Contract exceed [AMOUNT] dollars ($[AMOUNT]). The Service Rates in Section C.3 include, but are not limited to, all applicable taxes, fees, overheads, and all other direct and indirect costs incurred or to be incurred by the Contractor. The maximum liability represents available funds for payment to the Contractor and does not guarantee payment of any such funds to the Contractor under this Contract unless Tennessee Tech requests work and the Contractor performs the work. C.2 Compensation Firm. The Service Rates and the Maximum Liability of Tennessee Tech under this Contract are firm for the duration of the Contract and are not subject to escalation for any reason unless this Contract is amended. 19 C.3 Payment Methodology. The Contractor shall be compensated based on the Service Rates herein for units of service authorized by Tennessee Tech in a total amount not to exceed the Contract Maximum Liability established in Section C.1. The Contractor’s compensation shall be contingent upon the satisfactory completion of work. The Contractor shall be compensated based upon the following Service Rates: Service Unit Amount Installation and Configuration $ ([ $ AMT]) / per circuit Monthly Costs (including all fees, taxes, and surcharges). $ ([ $ AMT]) / per circuit / month Note: For the purpose of the Contract, normal business hours are defined as 7:00 am to 4:00 pm, Monday through Friday. C.4 Prices are to remain firm for a one (1) year period. Contractor may request a price increase, annually thereafter, to the extent such increase has been experienced by Contractor and can be substantiated in writing. Tennessee Tech may accept requested price increase or choose to rebid, at its sole discretion. C.5 Payments to the Contractor shall be made in accordance with the Tennessee Prompt Pay Act. Payments shall be made only after receipt of invoice(s) by the Contractor and after performance of the portion of the goods/services which the invoiced amount represents. The final payment shall be made only after the Contractor has completely performed its duties under this Contract. C.6 The Contractor shall keep records of all work performed by date, building, and description of work to be provided to Tennessee Tech at the end of each job. Contractor must provide an estimate including all applicable costs, including but not limited to, all labor and materials costs before beginning work. This requirement applies to all work performed under this Contract. C.7 The payment of an invoice by Tennessee Tech shall not prejudice Tennessee Tech's right to object to or question any invoice or matter in relation thereto. Such payment by Tennessee Tech shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any of the amounts invoiced therein. C.8 The Contractor shall not be compensated or reimbursed for travel, meals, or lodging. D. CONTRACTOR RESPONSIBILITIES / TECHNICAL REQUIREMENTS: D.1 Attachment C contains the technical requirements/specifications for the goods/services desired by Tennessee Tech. Bidder must complete Attachment C by answering whether or not in agreement with each specification; all items must be addressed. Additional pages may be attached and referenced on Attachment C, as necessary. D.2 Fees and permits required by the state, county, or city, as applicable, for the work done by the Contractor shall be secured and such fees and cost paid by the Contractor. D.3 The Contractor is required to comply with the Tennessee occupational safety standards and all other applicable national, state and local safety codes. 20 D.4 Contractor must provide its own tools of the trade. Tennessee Tech will not be responsible for lost or stolen items. E TERMS AND CONDITIONS: E.1 Authorized Signatories and Counterparts. Tennessee Tech is not bound by this Contract until it is executed by Tennessee Tech’s authorized official(s). If applicable, Contractor represents s/he is authorized to enter into this Contract on behalf of the entity named in the Contract. The parties agree that the Contract may be executed in counterparts and signed electronically and transmitted electronically. E.2 Modification and Amendment. This Contract may be modified only by a written amendment executed by the parties. E.3 Termination for Convenience. Tennessee Tech may terminate this Contract without cause for any reason by providing the Contractor at least thirty (30) days written notice before the effective termination date. The Contractor shall be entitled to receive compensation for satisfactory, authorized services completed as of the termination date, but in no event shall Tennessee Tech be liable to the Contractor for compensation for any service which has not been rendered. E.4 Termination for Cause. If the Contractor fails to timely or properly perform its obligations, or violates any term of the contract, Tennessee Tech may immediately terminate the contract and withhold payments in excess of fair compensation for completed services. Contractor is liable to Tennessee Tech for damages sustained by virtue of Contractor’s breach and agrees to pay Tennessee Tech’s attorney fees to enforce the contract terms. E.5 Subcontracting. The Contractor shall not assign or subcontract any portion of the contract without Tennessee Tech’s prior written consent. Notwithstanding any use of approved subcontractors, the Contractor shall be the prime contractor and shall be responsible for all work performed. E.6 Conflicts of Interest. The Contractor agrees that no part of the total contract amount shall be paid directly or indirectly to an employee or official of the State of Tennessee (“State”) as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor, or consultant to Contractor in connection with any work contemplated or performed relative to the contract, and that no employee or official of the State holds a controlling interest in the Contractor. If the Contractor is an individual, the Contractor certifies that he/she is not presently employed by Tennessee Tech or any other agency or institution of the State; that he/she has not retired from or terminated such employment within the past six months; and that he/she will not be so employed during the term of the Contract. E.7 Nondiscrimination. No person on the grounds of disability, age, race, color, religion, sex, national origin, veteran status or any other classification protected by federal or Tennessee constitutional or state laws shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract. The Contractor shall, upon request, show proof of such nondiscrimination, and shall post in conspicuous places, available to all employees and applicants, notice of nondiscrimination. E.8 Records. Tennessee Tech and/or the State of Tennessee may audit the books and records of the Contractor or any subcontractor other than a firm fixed price contract, to the extent that any such books and records relate to contract performance. Such books and records shall be maintained by the Contractor and subcontractor for a period of there (3) years from the date of final payment. 21 E.9 Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by Tennessee Tech, the Comptroller of the Treasury, or their duly appointed representatives. E.10 Progress Reports. The Contractor shall submit brief, periodic, progress reports to Tennessee Tech as requested. E.11 Strict Performance. Either party’s failure to insist in any one or more cases upon the strict performance of any term, covenant, condition, or provision of the contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision. E.12 Independent Contractor. The parties hereto, in the performance of this Contract, shall not act as employees, partners, joint ventures, or associates of one another. It is expressly acknowledged by the parties hereto that the parties are independent contracting entities and that nothing in this Contract shall be construed to create an employer/employee relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual goods and/or services. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. E.13 University Liability. Tennessee Tech and Tennessee Tech Foundation shall have no liability except as specifically provided in this Contract. E.14 Force Majeure. Should an event (e.g., war, act of God, riot, natural disaster, etc.) beyond a party’s reasonable control occur, that party will be excused from performing its obligations under this contract, provided the following provisions are met: (1) The affected party must promptly notify the other party of the occurrence of the event, its effect on performance, and how long that party expects it to last, and (2) the affected party shall update that information as reasonably necessary and use reasonable efforts to limit damage to the other party and to resume its performance under this agreement. E.15 State and Federal Compliance. The Contractor shall comply with all applicable State and Federal laws and regulations, including Tennessee Tech policies in the performance of this Contract. E.16 Governing Law. This Contract shall be governed by the laws of the State of Tennessee without regard to its choice of law principles. Contractor agrees that the Tennessee Claims Commission shall have exclusive jurisdiction to resolve disputes related to this Contract. E.17 Severability. If any provision of this Contract is held invalid, the surviving provisions will remain enforceable. E.18 Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract. E.19 Taxes. The Contractor, being an independent contractor and not an employee of Tennessee Tech, agrees to pay all applicable taxes incident to this Contract. F ADDITIONAL TERMS AND CONDITIONS: F.1 Communications and Contacts. Tennessee Tech University (Contractual Contact): Tina Girdley, Senior Buyer Purchasing & Contracts The Contractor: [NAME AND TITLE OF CONTRACTOR CONTACT PERSON] 22 Tennessee Technological University Box 5144, 1 William L Jones Dr. Cookeville, TN 38505 Phone: 931-372-6350 Fax: 931-372-3727 Email: tgirdley@tntech.edu [CONTRACTOR NAME] [ADDRESS] [TELEPHONE NUMBER] [FACSIMILE NUMBER] All instructions, notices, consents, demands, or other communications shall be sent in a manner that verifies proof of delivery. No changes to the Contract effective unless agreed to, in writing, by both parties. F.2 Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, Tennessee Tech reserves the right to terminate this Contract upon written notice to the Contractor. F.3 Breach. A party shall be deemed to have breached the Contract if any of the following occurs. This list is not exclusive. — failure to perform in accordance with any term or provision of the Contract; — partial performance of any term or provision of the Contract; — any act prohibited or restricted by the Contract, or — violation of any warranty. Should a breach occur, the non-breaching party shall notify the breaching party in writing and may provide a cure period during which time the parties will work in good faith to settle any issues. Should no resolution be accomplished, the non-breaching party may cancel the contract effective immediately upon written notice of termination. F.4 Insurance. The Contractor shall maintain a commercial general liability policy naming both Tennessee Tech and the Tennessee Tech Foundation as additional insured and certificate holder. The commercial general liability policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage and medical claims, with minimum limits of $1,000,000 per occurrence, $3,000,000 in the aggregate. The Contractor shall maintain workers’ compensation coverage or a self-insured program as required under Tennessee law. The Contractor shall deliver to Tennessee Tech both certificates of insurance no later than the effective date of the Contract. If any policy providing insurance required by the Contract is cancelled prior to the policy expiration date, the Contractor, upon receiving a notice of cancellation, shall give immediate notice to Tennessee Tech. The enumeration in the Contract of the kinds and amounts of liability insurance shall not abridge, diminish or affect the Contractor’s legal responsibilities arising out of or resulting from the goods and/or services under this Contract. F.5 Competitive Procurements. If this Contract provides for reimbursement of the cost of goods, materials, supplies, equipment, or services, such procurements shall be made on a competitive basis, when practical. F.6 Inventory/Equipment Control. No equipment shall be purchased under this Contract. F.7 University Furnished Property. The Contractor shall be responsible for the correct use, maintenance, and protection of all articles of nonexpendable, tangible, personal property furnished by Tennessee Tech for the Contractor’s temporary use under this Contract. Upon termination of this Contract, all property furnished shall be returned to Tennessee Tech in good order and condition as when 23 received, reasonable use and wear thereof excepted. Should the property be destroyed, lost, or stolen, the Contractor shall be responsible to Tennessee Tech for the residual value of the property at the time of loss. F.8 Contract Documents. Included in this Contract by reference are the following documents: a. This Contract document and its attachments b. The Request for Quotation – Primary Rate Interface Circuits Services and its associated amendments c. The Contractor’s Bid in response to F.8.b. above. In the event of a discrepancy or ambiguity regarding the interpretation of this Contract, these documents shall govern in order of precedence as listed above. F.9 Prohibited Advertising. The Contractor shall not refer to this Contract or the Contractor’s relationship with Tennessee Tech hereunder in commercial advertising in such a manner as to state or imply that the Contractor or the Contractor's goods and/or services are endorsed. F.10 Hold Harmless. The Contractor agrees to indemnify and hold harmless Tennessee Tech as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, causes of action, and attorney fees which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of Contractor, its employees, or any person acting for or on its behalf. F.11 Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it and its principals: a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or state department or agency; b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offence in connection with obtaining attempting to obtain, or performing a public (Federal, State, or Local) transaction or grant under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property; c. are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or Local) with commission of any of the offenses listed in section b. of this certification; and d. has not within a three (3) year period preceding this Contract had one or more public transactions (Federal, State, or Local) terminated for cause or default. F.12 Prohibition on Hiring Illegal Immigrants. The Contractor attests by its signature that it will not knowingly utilize the services of illegal immigrants nor the services of any subcontractor who will utilize the services of illegal immigrants. F.13 Sales and Use Tax. In compliance with the requirements of T.C.A. § 12-3-306, the Contractor attests that the Contractor has either registered with the State of Tennessee’s Department of Revenue for or does not make sales of goods or services that are subject to the collection of Tennessee sales and 24 use tax. This is a material contract requirement and Tennessee Tech may require proof of registration or exemption. F.14 Contractor Commitment to Diversity. The Contractor shall assist Tennessee Tech in monitoring the Contractor’s performance of this commitment by providing, as requested, a quarterly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, and Tennessee service-disabled veterans. Such reports shall be provided to Tennessee Tech in form and substance as required by Tennessee Tech. F.15 Iran Divestment Act. The requirements of Tenn. Code Ann. §12-12-101 et.seq., addressing contracting with persons with investment activities in Iran, shall be a material provision of this Contract. The Contractor agrees, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. §12-12-106. F.16 Execution. The parties agree that the Contract may be executed in counterparts and signed electronically and transmitted electronically. F.17 Boycott of Israel. Contractor certifies that is not currently engaged in and will not for the duration of the contract engage in, a boycott of Israel as defined by T.C.A. § 12-4-119. IN WITNESS WHEREOF: CONTRACTOR NAME ________________________________________________________________________________________ Name, Title Date Tennessee Technological University: ________________________________________________________________________________________ Name, Title Date