Licensed Contractor Inspections in East Tennessee

Informal Solicitation # 33501-237601 For the Provision of Licensed Contractor Inspections in East Tennessee for the Tennessee Board for Licensing Contractors Response Due Date: November 28, 2023 Informal Solicitation # 33501-237601 1 TABLE OF CONTENTS Procurement Purpose ............................................................................................ 2 Communications .................................................................................................... 2 Informal Solicitation Schedule of Events ............................................................... 3 Informal Solicitation Response Procedures ....................................................... 3-4 Informal Solicitation Response Components ......................................................... 4 Informal Solicitation Response Evaluation ........................................................ 4-5 Attachment A: Technical Response and Evaluation Guide ................................... 6 A.1.

Mandatory Requirement Items .................................................................. 7 A.2. General Qualifications & Experience Items ............................................ 7-9 A.3. Technical Qualifications, Experience & Approach Items .................... 10-11 Attachment B: Request for Quotes ...................................................................... 12 Attachment C: Pro Forma Contract ................................................................ 13-30 Informal Solicitation # 33501-237601 2 Procurement Purpose The State of Tennessee, Department of Commerce and Insurance, Tennessee Board for Licensing Contractors, hereinafter referred to as “the State”, has issued this Informal Solicitation with the intent to award two (2) contracts to inspectors authorized by the State to conduct inspections and provide expert opinion testimony in formal administrative proceedings regarding the quality of construction work in East Tennessee completed by contractors licensed by the Tennessee Board for Licensing Contractors. Contracts will be awarded to those inspectors who meet the qualifications described herein and are located in and/or willing to provide services in East Tennessee. For the purposes of this Informal Solicitation, “East Tennessee” shall be defined to include the following counties: Anderson Hamblen Monroe Bledsoe Hamilton Morgan Blount Hancock Polk Bradley Hawkins Rhea Campbell Jefferson Roane Carter Johnson Scott Claiborne Knox Sevier Cocke Loudon Sullivan Cumberland McMinn Unicoi Grainger Marion Union Greene Meigs Washington Communications Respondents must direct all communications concerning this Informal Solicitation to the following person designated as the Solicitation Coordinator: Hailey Ragsdale, Assistant General Counsel for Procurement Office of Legal Counsel Department of Commerce and Insurance Davy Crockett Tower, 12th Floor 500 James Robertson Parkway Nashville, TN 37243 (615) 253-6414 ci.procurement@tn.gov mailto:ci.procurement@tn.gov Informal Solicitation # 33501-237601 3 Informal Solicitation Schedule of Events Event Time (Central Time Zone) Date Informal Solicitation Released October 27, 2023 Written “Questions and Comments” Deadline 2:00 p.m. November 6, 2023 State Response to Written “Questions & Comments” November 14, 2023 Informal Solicitation Response Deadline 2:00 p.m. November 20, 2023 State Completion of Technical Response Evaluations November 30, 2023 State Sends Contract to Contractor for Signature December 1, 2023 Contractor Signature Deadline 2:00 p.m. December 6, 2023 Proposed Contract Start Date January 20, 2024 Informal Solicitation Response Procedures Responses to this Informal Solicitation must be completed and submitted via email to Hailey Ragsdale at ci.procurement@tn.gov by 2:00 p.m. CT November 28, 2023. Paper copies of a response will not be accepted. Informal Solicitation # 33501-237601 4 Steps to submitting a response: 1. Address all Informal Solicitation components in sequential order (i.e., Technical Response and Evaluation Guide, Request for Quotes). 2. Clearly label the response to the Technical Response and Evaluation Guide, as follows: “Informal Solicitation #33501-237601 – Technical Response and Evaluation Guide”. 3. Clearly label the response to the Request for Quotes, as follows: “Informal Solicitation #33501-237601 – Request for Quotes”. 4. Submit the entire Informal Solicitation response in one (1) PDF labeled: “[Respondent Legal Entity Name] Informal Solicitation #33501-237601”. 5. Email the PDF to the Solicitation Coordinator by the response deadline. Informal Solicitation Response Components The Respondent must address all Informal Solicitation components and provide, in sequence, the required information and documentation. The Informal Solicitation components include: the Technical Response and Evaluation Guide (see Attachment A) and the Request for Quotes (see Attachment B). The Solicitation Coordinator will review the response to determine if the Respondent has fully responded to all Informal Solicitation components and requirements. Informal Solicitation Response Evaluation The evaluation process is designed to award the contract resulting from this Informal Solicitation not necessarily to the Respondent offering the lowest cost, but rather to the Respondent that offers the best combination of attributes based upon the evaluation criteria that is deemed by the State to be responsive and responsible. (“Responsive Respondent” is defined as a Respondent that has submitted a response that conforms in all material respects to the Informal Solicitation. “Responsible Respondent” is defined as a Respondent that has the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.) A review committee, made up of three (3) State employees, will independently evaluate those Informal Solicitation responses that are complete and pass all minimum requirements. The review committee will independently score each section of the Technical Response and Evaluation Guide (Attachment A). The Technical Response and Evaluation Guide is comprised of three (3) sections, including: Mandatory Requirement Informal Solicitation # 33501-237601 5 Items (Section A.1.), General Qualifications and Experience Items (Section A.2.), and Technical Qualifications, Experience & Approach Items (Section A.3.). These sections are evaluated according to the scoring rubric below. EVALUATION CATEGORY MAXIMUM POINTS POSSIBLE Mandatory Requirements (refer to Informal Solicitation Attachment A., Section 1) Pass/Fail General Qualifications and Experience (refer to Informal Solicitation Attachment A, Section 2) 30 Technical Qualifications, Experience & Approach (refer to Informal Solicitation Attachment A, Section 3) 70 The three (3) reviewers’ scores will be averaged to determine the Respondent’s final, overall score. The reviewers will then independently evaluate the Respondent’s overall score in conjunction with the Respondent’s response to the Request for Quotes (Attachment B). The Respondents deemed by the State to be responsive and responsible with the highest average scores and lowest quotes for service will be awarded the contract attached hereto as Attachment C. This Informal Solicitation by the State does not create rights, interests, or claims of entitlement in any respondent. The State reserves the right to reject any response. All contract award decisions are final. All contracts are subject to the availability of funds and approval by State procurement offices. Informal Solicitation # 33501-237601 6 Attachment A: Technical Response and Evaluation Guide A.1. – Mandatory Requirement Items The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must clearly label each response with the corresponding item number. The Solicitation Coordinator will review the response to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail. Respondent Name: Item # Scored Items Pass/Fail 1. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall cause to deliver goods or perform services under the contract has a possible conflict of interest (e.g., employment by the State of Tennessee) and, if so, the nature of that conflict. NOTE: Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to cancel any award. 2. Provide a current bank reference indicating that the Respondent maintains a satisfactory business relationship with the financial institution. Such reference must be written in the form of a standard business letter, signed, and dated within the past three (3) months. 3. Provide proof of an education equivalent to graduation from a standard high school. 4. Provide proof of a valid Tennessee driver’s license. Solicitation Coordinator Signature, Printed Name & Date: Informal Solicitation # 33501-237601 7 A.2. – General Qualifications & Experience Items The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must clearly label each response with the corresponding item number. The members of the review committee will independently evaluate and assign one score for all responses. Respondent Name: Item # Scored Items 1. Detail the name, e-mail address, mailing address, telephone number, and facsimile number of the person the State should contact regarding the response. 2. Describe the Respondent’s form of business (i.e., individual, sole proprietor, corporation, non-profit corporation, partnership, limited liability company) and business location (physical location or domicile). 3. Detail the number of years the Respondent has been in business. 4. Briefly describe how long the Respondent has been providing the goods or services required by this Informal Solicitation. 5. Describe the Respondent’s number of employees, client base, and location of offices. 6. Provide a statement of whether there have been any mergers, acquisitions, or change of control of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details. 7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees, agents, independent contractors, or subcontractors, involved in the delivery of goods or performance of services on a contract pursuant to this Informal Solicitation, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details. 8. Provide a statement of whether, in the last ten (10) years, the Respondent has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If so, include an explanation providing relevant details. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. 9. Provide a statement of whether there is any material, pending litigation against the Respondent that the Respondent should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this Informal Solicitation or is likely to have a material adverse effect on the Respondent’s financial condition. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Respondent’s performance in a contract pursuant to this Informal Solicitation. Informal Solicitation # 33501-237601 8 NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. 10. Provide a statement of whether there are any pending or in progress Securities Exchange Commission investigations involving the Respondent. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it will impair the Respondent’s performance in a contract pursuant to this Informal Solicitation. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. 11. Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this Informal Solicitation (e.g., prior experience, training, certifications, resources, program and quality management systems, etc.). 12. Provide a narrative description of the proposed project team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this Informal Solicitation. 13. Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this Informal Solicitation along with the estimated number of hours that each individual will devote to that performance. Follow the personnel roster with a resume for each of the people listed. The resumes must detail the individual’s title, education, current position with the Respondent, and employment history. 14. Provide a statement of whether the Respondent intends to use subcontractors to meet the Respondent’s requirements of any contract awarded pursuant to this Informal Solicitation, and if so, detail: (a) the names of the subcontractors along with the contact person, mailing address, telephone number, and e-mail address for each; (b) a description of the scope and portions of the goods each subcontractor involved in the delivery of goods or performance of the services each subcontractor will perform; and (c) a statement specifying that each proposed subcontractor has expressly assented to being proposed as a subcontractor in the Respondent’s response to this Informal Solicitation. 15. Provide a statement of whether or not the Respondent has any current contracts with the State of Tennessee or has completed any contracts with the State of Tennessee within the previous five (5) year period. If so, provide the following information for all of the current and completed contracts: (a) the name, title, telephone number and e-mail address of the State contact knowledgeable about the contract; (b) the procuring State agency name; (c) a brief description of the contract’s scope of services; (d) the contract period; and (e) the contract number. 16. Provide a statement and any relevant details addressing whether the Respondent is any of the following: (a) is presently debarred, suspended, proposed for debarment, or voluntarily excluded from covered transactions by any federal or state department or agency; Informal Solicitation # 33501-237601 9 (b) has within the past three (3) years, been convicted of, or had a civil judgment rendered against the contracting party 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) is presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed above; and (d) has within a three (3) year period preceding the contract had one or more public transactions (federal, state, or local) terminated for cause or default. Score (for all Section A.2. Qualifications & Experience Items above): (Maximum possible score=30) Evaluator Identification: Notes/Comments: Informal Solicitation # 33501-237601 10 A.3. – Technical Qualifications, Experience & Approach Items The review committee will independently evaluate and score the response to each item. The reviewer will use the following whole number, raw point scale for scoring each item: 0 = little value 1 = poor 2 = fair 3 = satisfactory 4 = good 5 = excellent The Solicitation Coordinator will multiply the Item Score by the associated Evaluation Factor (indicating the relative emphasis of the item in the overall evaluation). The resulting product will be the item’s Raw Weighted Score for purposes of calculating the section score as indicated. Respondent Name: Item # Scored Items Item Score Evaluation Factor Raw Weighted Score 1. Provide a narrative that illustrates the Respondent’s understanding of the State’s requirements and project schedule as outlined in the pro forma Scope of Services. 3 2. Provide a narrative that illustrates how the Respondent will complete the scope of services, accomplish required objectives, and meet the State’s project schedule as outlined in the pro forma Scope of Services. 6 3. Provide a narrative that illustrates how the Respondent will manage the project, ensure completion of the scope of services, and accomplish required objectives within the State’s project schedule as outlined in the pro forma Scope of Services. 7 4. Provide a statement as to whether the Respondent has obtained certification through a national certification program, such as the International Code Council, as either: a residential inspector; commercial inspector; mechanical inspector; plumbing inspector; or an electrical inspector AND has at least two (2) years of full-time building construction experience in the field of residential or commercial construction; OR Provide a statement as to whether the Respondent has obtained a registration as an Engineer in the State of Tennessee; OR Provide a statement concerning whether the Respondent has obtained at least four (4) years of postsecondary education in construction and has a minimum of one (1) year experience in the construction industry. 12 Informal Solicitation # 33501-237601 11 5. If unable to provide a statement that the Respondent has obtained the certification criteria specified in item 4, above, then provide a statement that the Respondent has at least four (4) years of full-time building construction experience or building codes inspection experience in the field of residential or commercial construction. 10 6. Provide a statement that the Respondent does not have any open complaints with the Tennessee Board for Licensing Contractors and has not been disciplined by the Board within the last two (2) years prior to submitting this application. 6 7. Provide a statement that the Respondent is available to provide services in East Tennessee. 6 Total Raw Weighted Score: (Sum of Raw Weighted Scores above) Total Raw Weighted Score ___________________________________ X 70 = SCORE: Maximum Possible Raw Weighted Score (i.e., 5 x the sum of the item weights above) Evaluator Identification: Notes/Comments: Maximum possible score Informal Solicitation # 33501-237601 12 Attachment B: Request for Quotes Respondent Signature: Respondent Name & Title: Respondent Legal Entity Name: Date: Goods or Services Description Amount (per compensable increment) Inspection, including preparation of inspection report $ ___________ per inspection Formal hearing preparation, including consultation with attorney, formal hearing, and deposition preparation $ ___________ per hour Expert witness testimony $ ___________ per hour Informal Solicitation # 33501-237601 13 Attachment C: Pro Forma Contract The pro forma Contract details the State’s requirements:  Scope of Services and Deliverables (Section A);  Contract Term (Section B);  Payment Terms (Section C);  Standard Terms and Conditions (Section D); and,  Special Terms and Conditions (Section E). The pro forma contract below substantially represents the document that the successful Respondent must sign. Informal Solicitation # 33501-237601 14 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF COMMERCE AND INSURANCE AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of Commerce and Insurance (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of inspections of work in East Tennessee of contractors licensed by the Tennessee Board for Licensing Contractors, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company. Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number A. SCOPE: A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract. A.2. The Contractor shall: a. conduct inspections of work in East Tennessee performed by contractors licensed by the Tennessee Board for Licensing Contractors (the “Board”) in accordance with all applicable statutes, rules, and regulations of the State of Tennessee, and instructions of the Commissioner of the Department of Commerce and Insurance, or his/her authorized agent(s); b. perform inspections within seven (7) working days of the date the inspection is requested by the Board; and c. create an inspection report detailing the Contractor’s observations and opinion of the work performed or overseen by a licensed contractor, including an opinion as to whether such work was performed in an incompetent or grossly negligent manner. A.3. The Contractor shall create and submit all inspection reports specified in Section A.2.c. within thirty (30) days from the date of inspection. The inspection reports must be completed in a form specified by the attorney for the Board. A.4. The Contractor shall testify regarding a licensed contractor’s workmanship at Board hearings, as necessary or required by the Board, in accordance with Uniform Administrative Procedures Act (“UAPA”), A.5. The Contractor shall maintain the proper certifications required to perform services under this Contract for the duration of this Contract. A.6. The Contractor shall not conduct inspections on any construction work performed by his or her immediate family. A.7. The Contractor shall sign and submit a Disclosure of Interest statement to the Board (Attachment A hereto). A.8. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or Informal Solicitation # 33501-237601 15 services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge. Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract. Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry. If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law. A.9. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State. B. TERM OF CONTRACT: This Contract shall be effective on DATE (“Effective Date”) and extend for a period of sixty (60) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date. C. PAYMENT TERMS AND CONDITIONS: C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Written Dollar Amount ($Number) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract. C.2. Compensation Firm. The payment methodology in Section C.3 and the Travel Compensation provided in Section C.4.shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct or indirect costs incurred or to be incurred by the Contractor. C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1. a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A. b. The Contractor shall be compensated based upon the following payment methodology: Informal Solicitation # 33501-237601 16 Goods or Services Description Amount (per compensable increment) Inspection, including preparation of inspection report $ ___________ per inspection Formal hearing preparation, including consultation with attorney, formal hearing, and deposition preparation $ ___________ per hour Expert witness testimony $ ___________ per hour C.4. Travel Compensation. Compensation to the Contractor for travel, meals, or lodging shall be subject to amounts and limitations specified in the current “State Comprehensive Travel Regulations.” All travel expenses must be preapproved in writing by the Executive Director of the Board for Licensing Contractors prior to the expenses being incurred. The Contractor must include (in addition to other invoice requirements of this Contract) a complete itemization of requested travel compensation and appropriate documentation and receipts as required by the "State Comprehensive Travel Regulations." C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above. Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address: Tennessee Department of Commerce and Insurance Attention: Accounts Payable 500 James Robertson Parkway Nashville, Tennessee 37243 ciaccounts.payable@tn.gov a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly): (1) Invoice number (assigned by the Contractor); (2) Invoice date; (3) Contract number (assigned by the State); (4) Customer account name: Department of Commerce and Insurance, Board for Licensing Contractors; (5) Customer account number (assigned by the Contractor to the above-referenced Customer); (6) Contractor name; (7) Contractor Tennessee Edison registration ID number; (8) Contractor contact for invoice questions (name, phone, or email); (9) Contractor remittance address; (10) Description of delivered goods or services provided and invoiced, including identifying information as applicable; Informal Solicitation # 33501-237601 17 (11) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced; (12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced; (13) Amount due for each compensable unit of good or service; and (14) Total amount due for the invoice period. b. Contractor’s invoices shall: (1) Only include charges for goods delivered or services provided as described in Section A and in accordance with payment terms and conditions set forth in Section C; (2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed; (3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes; and (4) Include shipping or delivery charges only as authorized in this Contract. c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5. C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced. C.7. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided. C.8. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor. C.9. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation. a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form. The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information. Informal Solicitation # 33501-237601 18 D. MANDATORY TERMS AND CONDITIONS: D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval. D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first-class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party. The State: Lauren Costin, Executive Administrative Assistant Board for Licensing Contractors Tennessee Department of Commerce and Insurance 500 James Robertson Parkway Nashville, Tennessee 37243 Lauren.costin@tn.gov Telephone: (615) 253-4023 Janine Miller, Administrative Manager Board for Licensing Contractors Tennessee Department of Commerce and Insurance 500 James Robertson Parkway Nashville, Tennessee 37243 Janine.miller@tn.gov Telephone: (615) 251-5258 The Contractor: Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required. D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials. D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the Contractor. The State’s Informal Solicitation # 33501-237601 19 exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount. D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract. D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract. D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract. D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract. The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee. D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state