Tennessee State Capitol David Crockett Commemorative Statue
Request for Proposals 529/005-01-2024 | National Call to Artists
Purpose
The State of Tennessee issues this Request for Proposals (RFP) to define minimum contract requirements; solicit responses; detail response requirements; and outline the State’s process for evaluating responses and selecting a contractor to create a bronze statue in the likeness of a notable Tennessean, David Crockett, for placement in front of the Tennessee State Capitol.
RFP and Project Schedule of Events
The following Schedule represents the State’s best estimate for this RFP and project.
| EVENT | TIME (central time zone) |
DATE |
| 1. RFP Issued | November 15, 2024 | |
| 2. Disability Accommodation Request Deadline | 2:00 p.m. | December 16, 2024 |
| 3. Notice of Intent to Respond Deadline | 2:00 p.m. | December 20, 2024 |
| 4. Written “Questions & Comments” Deadline | 2:00 p.m. | January 10, 2025 |
| 5. State Response to Written “Questions & Comments” | January 22, 2025 | |
| 6. RFP Response Deadline – Proposals Due Date | 11:59 p.m. | February 14, 2025 |
| 7. State Opens Proposals and Begins Evaluations | February 18, 2025 | |
| 8. Selection Committee reviews applications and recommends finalists for interview | March 3, 6 or 7, 2025 TBD | |
| 9. Finalist Artist In-Person Interviews in Nashville, TN | March 19 or 20, 2025 TBD | |
| 10. Ranked recommended list of finalists for approval by State Capitol Commission | March 21, 2025 | |
| 11. State Capitol Commission Meeting | Week of March 24, 2025 | |
| 12. State Notice of Intent to Award Released and RFP Files Opened for Public Inspection |
2:00 p.m. | One business day after the State Capitol Commission meeting, 2025 |
| 13. End of Open File Period | 7 days after the Notice of Intent to Award | |
| 14. SBC Approval Sought | April 10, 2025 | |
| 15. State sends contract to Contractor for signature | April 11, 2025 | |
| 16. Contractor Signature Deadline | 2:00 p.m. | April 25, 2025 |
| 17. Contract Start Date | May 1, 2025 | |
| PROJECT SCHEDULE | ||
| 18. Artist delivers 1/3 scale clay maquette to state for approval; if changes are needed, artist will submit images of the adjusted maquette for State stakeholder approval by September 1, 2025, to allow 14 months for creation & fabrication | By August 1, 2025 | |
| 19. Meeting(s) to coordinate stone base with bronze statue | August 2025 | |
| 20. Final on-site approval of full-size statue by State before bronzing | TBD based on artist workplan | |
| 21. Completion of bronze statue by artist and completion of the base on top of the Motlow Tunnel | October 2026 | |
| 22. Shipping, storage, and installation of the bronze statue on the grounds of the Tennessee State Capitol Building above the entrance to the Motlow Tunnel on Dr. Martin Luther King Jr. Boulevard | October/November 2026 | |
| 23. Dedication Ceremony | November/December 2026 | |
The State reserves the right, at its sole discretion, to adjust the RFP Schedule of Events as it deems necessary. Any adjustment of the Schedule of Events shall constitute an RFP amendment, and the State will communicate such to prospective Respondents from whom the State has received a Notice of Intent to Respond.
Eligibility: This project is open to established visual artists living in the United States with a minimum of ten years professional experience working on public art projects. Applicants must have created multiple completed public art projects including fabrication and installation of a statue(s) or similar sculpture in bronze. Three (3) references familiar with previous projects are required. See “Request for Proposals Application” for further instruction.
Tennessee state employees are not eligible to apply.
Notice of Intent to Respond: Before the Notice of Intent to Respond Deadline detailed in the Schedule of Events, prospective Respondents should submit to the Solicitation Coordinator (Krishna.Adams@tn.gov) a Notice of Intent to Respond (in the form of a simple e-mail or other written communication). Such notice should include the following information:
- the business or individual’s name (as appropriate);
- a contact person’s name and title; and
- the contact person’s mailing address, telephone number and e-mail address.
A Notice of Intent to Respond creates no obligation and is not a prerequisite for submitting a response. However, it is necessary to ensure receipt of any RFP amendments or other notices and communications relating to this RFP.
Project Budget: Approximately $600,000 has been allocated for creation of the Tennessee State Capitol Commemorative David Crockett Statue. Statue funding includes all artist’s costs, including artist design fee, travel, materials, 1/3 scale clay maquette delivered to state for approval, fabrication with foundry, shipping, installation, and insurance for the David Crockett Commemorative Statue (until ownership transfers from the artist to the State). Separate funding is available for the installation of a base by the State and other associated costs for the successful completion of the project.
Project Description: The Tennessee Arts Commission (hereinafter TN Arts) on behalf of the State Capitol Commission and the State Building Commission issues this RFP to interested and qualified artists to create a statue in the likeness of a notable Tennessean, David Crockett in response to the State Legislature’s direction.
- On April 11, 2012, House Joint Resolution No. 870 was passed to initiate the creation of this monument and expressed the Tennessee General Assembly’s desire to see a monument erected in a most prominent location on the grounds of the State Capitol honoring David Crockett, one of Tennessee’s premier citizens throughout the history of this State.
- Tennessee Code Annotated § 4-8-401, et seq. created the David Crockett Commission and specified the location for placement on the Capitol Grounds. Per Tenn. Code Ann. § 4-8-403, the completed statue must be placed on a pedestal above the entrance to the Motlow Tunnel on Dr. Martin Luther King, Jr. Boulevard and the State Capitol Commission is responsible for approving the final design of the statue.
This RFP will result in a short list of up to 5 finalists, who will then be asked to make an in-person presentation of their proposal to the Selection Committee in Nashville, Tennessee. A travel stipend of up to $2,000 will be provided for travel expenses and any necessary materials for presentation to the Selection Committee.
Background: David Crockett (b.1786-1836) was born in Greene County, Tennessee to John and Rebecca Crockett. Through his distinguished career, Crockett was a farmer, frontiersman, sharpshooter, lieutenant, town commissioner, writer, and legislator. He entered the War of 1812 as a private and returned home as a fourth sergeant in the Tennessee Volunteer Mounted Riflemen. From 1817-1820 he served as a magistrate of and a member of the town council in Lawrenceburg and was elected to be a colonel in the 57th Militia Regiment of Lawrence County. Crockett was then elected to the Tennessee State Legislature, where he represented Lawrence and Hickman counties. He was reelected in 1823 but lost the 1825 election. In 1827, he was elected to the United States House of Representatives to represent the northwestern district of Tennessee. Crockett earned his bid for reelection in 1829, was defeated in 1831, but came back to be reelected in 1833, prior to his second unsuccessful bid for Congress in 1835. It was after his final bid for Congress that Crockett set out to help to secure Texas’ independence from Mexico. He will always be remembered as a hero in the Battle of the Alamo, in which he made the ultimate sacrifice of his life to preserve the independence of the Republic of Texas.
Tennessee Arts Commission (TN Arts): Created in 1967, TN Arts promotes the use of art in the state government’s activities and facilities and cultivates the arts for the benefit of all Tennesseans and their communities. TN Arts encourages the presentation of the visual, literary, music and performing arts, and encourages public interest in the cultural heritage of Tennessee. Through a variety of programs, TN Arts promotes excellence in artistic expression through the state’s artists and arts organizations. That commitment continues to expand to ensure that Tennesseans have access and opportunity to participate in the arts. Each year TN Arts helps fund the arts activities of more than 800 organizations and artists in Tennessee. Over the past six years, more than 5,500 grants totaling more than $48 million, excluding pandemic recovery funds, have been invested in Tennessee communities in all 95 counties. Find out more about TN Arts at http://tnartscommission.org.
The David Crockett Commission: This commission was created to identify ways and means and raise the necessary funds to erect a monument or statue honoring David Crockett on the grounds of the State Capitol as a permanent tribute to one of Tennessee’s most prominent citizens throughout its history.
(Tennessee) State Capitol Commission: The State Capitol Commission formulates and develops a plan and program for the adaptive restoration and preservation of the state capitol, including the building and contiguous grounds. The State Capitol Commission establishes: policy controlling the furnishings, including, but not limited to, wall, floor and window coverings of the state capitol; policy governing maintenance of the state capitol; policy governing the use of the state capitol for any nongovernmental activities; and a policy relative to historical commemorative additions and improvements on the Bicentennial Mall, such as statues and monuments, and to approve such historical commemorative additions and improvements as may come with such policy; provided, that all other aspects of the administration of the Bicentennial Mall shall remain within the control and jurisdiction of the department of environment and conservation. More information about the State Capitol Commission can be found at https://www.tn.gov/osa/commissions/state-capitol-commission.html.
Statue Requirements:
- Create a bronze statue in the likeness of David Crockett based on the images and text provided as RFP Attachment A. The statue will be placed on a base located above the entrance to the Motlow Tunnel on Dr. Martin Luther King, Jr. Boulevard. A stone base will be provided by the State.
- Design a traditional full body, cast statue in the likeness of David Crockett.
- Be made of cast bronze with industry standard thickness.
- Clothing of subject should reflect the appropriate period attire.
- The total height of the bronze statue should be approximately 9-10 feet tall.
- Fabrication of the statue must be based on State feedback to a 1/3 scale clay maquette delivered by the artist to Nashville, Tennessee and final approval by the State of the statue suitable for delivery to the foundry for bronzing. Final State review and approval will occur on-site at the artist studio or foundry.
- A stone base proportionate to the statue will be designed by an architect coordinated with the selected artist to complement their design and provided for the statue to be securely installed.
- The statue must be safe to touch and able to withstand the weather with minimal maintenance.
- The artist will facilitate transportation and oversee installation onto a base provided by the State. The artist shall provide insurance for the statue from creation through transportation and installation in the designated location in front of the Tennessee State Capitol.
- The statue must be accompanied with a maintenance plan.
- The artist must guarantee the structural integrity of the statue for one year.
DAVID CROCKETT REQUEST FOR PROPOSALS APPLICATION MUST INCLUDE:
To be considered, complete the online “David Crockett Commemorative Statue Request for Proposals Application” form and upload required materials at https://tnartscommission.org/crockett-statue-rfp-application/.
- Upload the following materials when prompted in the application form:
- A scan (.jpeg or .pdf) of applicant’s government ID .
- A current professional artist resume (.doc, .docx, or .pdf) that includes all degrees held, and a summary list of exhibitions/public art projects completed during the past ten (10) years.
- An artist statement, not to exceed 500 words, in which you describe your work and artistic intention. This statement should provide background information and influences on your body of work, overall artistic philosophy, and a brief history of your development as an artist.
- List three (3) professional references with whom you have worked on a commission or public art projects that have characteristics that are similar to the proposed statue. Include their phone numbers and email addresses, and a brief explanation of the project and its similar characteristics.
- Upload a ten (10) slide PowerPoint file that includes:
- On slides 1-9 feature select examples of previous public art projects with the relevant inspiration image for each. Label each PowerPoint slide with artist’s name, as well as the year, location, media, and budget of featured artwork. Describe the project concept in one to two sentences.
- On the tenth and final slide include your name, address, telephone, email, and website (if applicable).
- Upload artist design statement including:
- Preliminary written concept of proposed statue and the rationale for this choice.
- Conceptual design which includes site specific preliminary renderings (including full-body illustrations of front, sides, and back) of the proposed public art piece with approximate dimensions.
- Upload artist budget
- Cost proposal/budget must indicate the proposed price for the entire scope of services to implement the artist design solution. Include the following: artist design fee, travel, materials, fabrication, shipping, installation, and insurance up to installation.
- Upload an Artist timeline
- This section should include a timeline for design development through installation. Overall timeline must align with the schedule. Installation of the statue must occur prior to December 20, 2026.
Late or incomplete David Crockett Commemorative Statue RFP applications will not be reviewed. Additional materials submitted beyond those listed above will not be included in the review. It is the responsibility of the Respondent to ascertain any additional security requirements with respect to packaging and delivery to the State of Tennessee. Respondents should be mindful of any potential delays due to security screening procedures, weather, or other filing delays whether foreseeable or unforeseeable.
Respondents who submit a David Crockett Commemorative Statue RFP application will receive a confirmation email from TN Arts.
Selection Process: TN Arts will manage the selection process and serve as a technical adviser to the Selection Committee. The Selection Committee will be comprised of 5-10 members and may include professional artist(s), the State Architect, TN Arts Commission member(s), a representative from the Tennessee State Museum, representative(s) from the State Capitol Commission, a representative from the Governor’s Office, David Crockett expert(s), and representative(s) from Tennessee Legislature. TN Arts staff, a representative from the Tennessee Historical Commission, representative(s) from the David Crockett Commission and a representative from State Parks may serve as non-voting advisory members of the Selection Committee. Committee members will be required to report any conflict of interest that might arise.
TN Arts staff will review all responses to this David Crockett Commemorative Statue RFP for eligibility and completeness and apply the Proposal Selection Criteria (below and in Attachment B) to impartially score all eligible applications. TN Arts staff will recommend up to 20 highest scoring proposals for Selection Committee review.
The Selection Committee will review up to 20 proposals according to the proposal selection criteria to develop a short list of no more than five (5) finalists. Artists on the short list (finalists) will be required to make an in-person presentation of their proposal to the Selection Committee in Nashville, Tennessee. If a finalist is unable to appear in-person, accommodations are not guaranteed, but will be considered on a case-by-case basis. A stipend of up to $2,000 will be provided for travel expenses and any necessary materials for presentation to the Selection Committee. The Selection Committee will review all finalist proposals and develop a rank-order recommendation of artists and design solutions for final selection by the State Capitol Commission.
The artist selected for the project will be required to sign a state contract with the Tennessee Department of General Services. The scope of services will include artist design fee, travel, materials, fabrication, shipping, installation, and insurance and payment terms and conditions based on project milestones. After contract award, the Contractor (artist) who is awarded the contract must submit appropriate documentation with the Department of Finance and Administration, Division of Accounts. A pro forma contract is included as Attachment C.
Proposal Selection Criteria: All responses to this David Crockett Commemorative Statue RFP will be reviewed against the Proposal Selection Criteria. A copy of the standard scoring rubric is attached as Appendix B.
Artistic Excellence: Strength of Body of Work (40 points maximum)
- Experience working on public art projects
- Knowledge of fabrication and installation of cast statues or similar sculpture in bronze
- Technical competence and mastery in figurative and portraiture work demonstrated by past work
- Quality, creativity and strength of past work as indicated by visual materials submitted
- Past work demonstrates reasonable likeness of sculptures to relevant inspiration images
Artistic Rendering and Design Statement (40 points maximum)
- Shows high quality, creativity and technical excellence
- Demonstrates strong likeness of David Crockett
- Clearly identifies distinctive facial and body features
- Strongly shows historically accurate appearance including period attire
- Shows strong ability to relate the proposed statue to the site
Budget and Process Understanding (15 points maximum)
- Ability to relate the proposed statue to the site
- Understanding of the project goals and timeline as indicated in the design statement
- Reasonableness of presented budget/cost proposal
- Aptitude for planning and budgeting as indicated by past project information submitted
- Understanding of the project goals and timeline as indicated in the Artist timeline
Tennessee Connection (5 points maximum)
- Lives, works or has a significant connection to Tennessee.
Additional Proposal Selection Criteria for Finalists
- Quality of content of in-person presentation
- Artistic excellence and commitment to project goals and timeline as indicated in presentation to the Selection Committee in Nashville, Tennessee
- Ability to be an effective communicator, team player and work with diverse groups
- Flexibility/openness to ideas
- Commitment to participate with agency/community as part of concept development artistic excellence
- Positive Reference Check
- Cost
Notification: Artists submitting a proposal will be notified by email of the selection of finalists and the subsequent artist selected for contract award. Unauthorized contact about this RFP with employees or officials of the State of Tennessee except as detailed below may result in disqualification from consideration under this procurement process.
Requests for clarification of submission: TN Arts may contact Respondents at the direction of the Selection Committee to request clarification on points of the submission.
Rejection of submissions: The State Capitol Commission and Selection Committee reserve the right to accept or reject in whole or in part any or all proposals submitted.
Non-discrimination: No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a Contract pursuant to this RFP 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, Tennessee state constitutional, or statutory law.
Public disclosure: All submissions are considered public and subject to review upon request after the award has been made.
TN Arts accepts no responsibility for costs incurred by the artist in responding to this request for proposals.
RFP Communications:
For additional information contact Krishna Adams, Arts Director of Visual Arts, Craft, Media, and Design, via e-mail only: Krishna.adams@tn.gov
TN Arts will post questions and responses from potential Respondents for public review at https://tnartscommission.org/and email notice of questions and responses to prospective respondents who submit a Notice of Intent to Respond. Potential Respondents must ensure that the State receives any Notice of Intent to Respond and all written questions and comments, including questions and requests for clarification, no later than the deadlines detailed in the RFP Schedule of Events.
Only the State’s official, written responses and communications with Respondents are binding with regard to this RFP. Oral communications between a State official and one or more Respondents are unofficial and non-binding. Unauthorized contact about this RFP with employees or officials of the State of Tennessee except as noted above may result in disqualification from consideration under this procurement process.
ATTACHMENT A. Official Inspiration for the Statue of David Crockett
The statue is intended to represent David Crockett at the time when he served in the Tennessee General Assembly from 1821-1825 and Congress from 1827-1831. When Crockett began his political career in the 1820s, particularly as a congressman from Tennessee, his clothing shifted somewhat, but he never fully embraced the polished look of an urban politician. He continued to dress in a way that highlighted his frontier roots, which he used to his advantage, playing up his image as an “everyman” and a representative of the common folk.
During his political career, Crockett’s frontier clothing stood out in the more formal settings of Congress. Illustrations from the 1830s often depicted him in a mix of his frontier clothes and formal attire, with the coonskin cap and buckskin jacket standing in contrast to the more conventional clothing worn by his political peers.
The overall look was one of rugged independence, reflecting the frontier lifestyle. Crockett’s clothing helped to cement his public image as a “backwoods hero” and became an important part of his persona. Whether in Congress or on the campaign trail, his attire set him apart as someone who represented the frontier spirit, even when engaging in formal political affairs.
Use Harding portrait for the face (most historically accurate per Tennessee State Museum); Huddle painting for reference; and Chapman painting for frontier clothing (most historically accurate per Tennessee State Museum)
David Crockett’s .48 caliber flintlock rifle belongs to Joe Swan of Knoxville, Tennessee, is currently in the East Tennessee History Center in Knoxville, and it may be possible to provide access to the selected artist if appropriate.
Future home of David Crockett Commemorative Statue above the entrance to Motlow Tunnel on Dr. Martin Luther King Jr. Boulevard
removal of existing statue/base
Images of statues on view on the grounds of the Tennessee State Capitol Building
ATTACHMENT B. SCORING RUBRIC
Evaluation Criteria & Scoring Rubric
Tennessee State Capitol David Crockett Statue
Artistic Excellence: Strength of Body of Work (40 points maximum)
Evidence that applicant has the skills and talent as demonstrated by resume and previous work to create a bronze statue in the likeness of David Crockett, including knowledge of fabrication and installation of cast statues and technical competency in figurative and portraiture work
*Application details how project accomplishes one or more of the following:
| Excellent/Strong (35-40 points) | Proficient (26-34 points) | Weak (0-25 points) |
| Project proposal:
· Strongly demonstrates a history of knowledge and technical competence evidenced by numerous bronze public art commissions and more than 10 years’ experience working on public art projects and exhibitions. · Shows high quality, creativity and strength of past work as indicated by submitted material. · Past work demonstrates reasonable likeness to relevant inspiration images
|
Project proposal:
· Demonstrates some technical competence evidenced by some bronze public art commissions. · Shows some quality, creativity and strength of past work as indicated by submitted material. · Past work demonstrates reasonable likeness to relevant inspiration images
|
Project proposal:
· Fails to demonstrate technical competence evidenced by a few bronze public art commissions. · Shows minimal quality, creativity and strength of past work as indicated by submitted material. · Past work demonstrates little likeness to relevant inspiration images
|
Artistic Rendering and Design Statement (40 points maximum)
Quality of thought and consideration that went into the artistic rendering and design statement
| Excellent/Strong (35-40 points) | Proficient (26-34 points) | Weak (0-25 points) |
| Artistic rendering and design statement:
· Shows high quality, creativity and technical excellence · Clearly identifies distinctive facial and body features. · Demonstrates strong likeness of David Crockett per official inspiration image. · Strongly shows historically accurate appearance including period attire. |
Artistic rendering and design statement:
· Shows some quality, creativity and technical excellence · Somewhat identifies facial and body features. · Demonstrates moderate likeness of David Crockett per official inspiration image. · Somewhat identifies historically accurate appearance including period attire. |
Artistic rendering and design statement:
· Shows minimal quality, creativity and technical excellence · Fails to identify distinctive facial and body features. · Demonstrates little or no likeness of David Crockett. · Does not indicate a historically accurate appearance including period attire.
|
Budget and Process Understanding (15 points maximum)
Applicant’s capability to create the statue on time and on budget
| Excellent/Strong (12-15 points) | Proficient (7-11 points) | Weak (0-6 points) |
Project proposal:
|
Project proposal:
· To some extent presents a detailed, itemized budget.
|
Project proposal:
|
Tennessee Connection (5 points maximum)
| Excellent/Strong (4-5 points) | Proficient (1-3 points) | Weak (0 points) |
| Applicant:
• Lives, works or has a significant connection to Tennessee. |
Applicant:
• Once lived, worked or has some connection to Tennessee. |
Applicant:
• Shows no history of living or working in Tennessee. |
The rubric criteria will be applied by TN Arts staff to all applications to determine recommendation of up to 20 proposals for review by the Selection Committee. The Selection Committee will use the rubric to identify up to 5 finalists.
Finalists will be invited for an in-person presentation. The Selection Committee will develop an overall score for each finalist, incorporating standard reference check information provided by TN Arts staff and cost proposal score calculated by TN Arts staff. The Selection Committee will develop a ranked list for presentation to the State Capitol Commission for final approval of the artist and design.
FINALIST IN-PERSON PRESENTATION SCORE (50 points maximum, including cost score)
- Quality of content of in-person presentation
- Artistic excellence and commitment to project goals and timeline as indicated in presentation to the Selection Committee in Nashville, TN
- Ability to be an effective communicator, team player and work with diverse groups
- Flexibility/openness to ideas
- Commitment to participate with agency/community as part of concept development artistic excellence
- Reference checks
Cost score. Cost proposal score will be calculated using the formula below.
Lowest evaluation cost amount from all finalist proposals
__________________________________________ x 10 (max possible score) = COST SCORE
Evaluation Cost Amount being evaluated
ATTACHMENT C. PRO FORMA CONTRACT
CONTRACT
BETWEEN THE STATE OF TENNESSEE,
DEPARTMENT OF GENERAL SERVICES
AND
SBC Project No. 529/005-01-2024
This Contract, by and between the State of Tennessee, Department of General Services (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of creation, fabrication, transportation and oversight of installation of David Crockett statue services, 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. David Crockett Statue. The Contractor shall create a bronze statue in the likeness of David Crockett. The statue will be placed on a base located above the entrance to the Motlow Tunnel on Dr. Martin Luther King, Jr. Boulevard. A stone base will be provided by the State.
A.3. Statue Requirements. The Contractor shall create a traditional full body, cast statue in the likeness of David Crockett that meets the following requirements:
- Be made of cast bronze with industry standard thickness.
- Be created in accordance with the approved design with the clothing and any accessories of subject reflecting the appropriate period attire.
- The total height of the bronze statue should be approximately 9-10 feet tall.
- The statue must be safe to touch and able to withstand the weather with minimal maintenance.
A.4. Workplan. The Contractor shall provide an overall succinct project workplan for review and approval by the State no later than ____.
A.5. Clay maquette creation and approval. The Contractor shall create and deliver to Nashville, Tennessee a 1/3rd scale clay maquette for review and comments by the State no later than August 1, 2025.
A.6. Final approval. Upon approval by the State of the 1/3rd scale clay maquette, the Contractor shall create the sculpture suitable for delivery to the foundry for bronzing. The Contractor will arrange a time for state representatives to travel to the studio or foundry for review and final approval of the work before bronzing.
A.7. Progress Reports. The Contractor shall share updates and images of the progress of the work upon request of the State and shall provide reasonable access to the State for on-site visits to view progress upon request of the State.
A.8. Project Management Liaison. The Contractor shall work with the Tennessee Arts Commission Director of Visual Arts as primary liaison for project management on behalf of the State.
A.9. Fabrication. The Contractor shall oversee fabrication of the statue based on the approved final design, assuring completion of the work in bronze ready for transport as documented by a foundry report including photographs of the sculpture.
A.10. Transportation, Installation, Insurance. The Contractor shall transport, secure, and oversee installation the statue on a stone base proportionate to the statue that will be designed by an architect. The architect will coordinate with the Contractor to assure that the base complements their design and provides for the statue to be securely installed. The Contractor shall provide insurance for the statue from creation through transportation and installation in the designated location in front of the Tennessee State Capitol.
A.11. Maintenance Plan. The Contractor shall provide a written routine maintenance plan for cleaning and upkeep of the statue, including maintenance activities, products to be used and annual schedule of maintenance activities. The plan will be due on or before installation of the statue no later than October 1, 2026.
A.12. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of: (a) twelve (12) months after acceptance by the State of goods or services provided by Contractor; or (b) any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. During 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.
A.13. 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.
- TERM OF CONTRACT:
This Contract shall be effective on DATE (“Effective Date”) and extend for a period of number (#) 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.
- 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.
| Goods or Services Description | Amount (per compensable increment) |
| Submission of overall project workplan per A.4. | $ Number |
| Approval of the 1/3 scale design maquette by the State per A.5. | $ Number |
| Approval of the full scale statue in clay, ready for foundry, per A.6. | $ Number |
| Completion of the work in bronze documented by foundry report ready for transport per A.8. | $ Number |
| Transportation, installation, inspection and acceptance of the completed work per A.9., A.10. and A.12. | $ Number |
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.” Travel compensation shall be limited to two trips to Nashville, TN for 1) review of the 1/3 maquette and 2) installation of the statue; and reasonable travel from the artist’s studio to the foundry to oversee fabrication, as included in the approved project workplan per A.4.
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:
State Agency Billing Address
a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):
- Invoice number (assigned by the Contractor);
- Invoice date;
- Contract number (assigned by the State);
- Customer account name: State Agency & Division Name;
- Customer account number (assigned by the Contractor to the above-referenced Customer);
- Contractor name;
- Contractor Tennessee Edison registration ID number;
- Contractor contact for invoice questions (name, phone, or email);
- Contractor remittance address;
- Description of delivered goods or services provided and invoiced, including identifying information as applicable;
- Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced;
- Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;
- Amount due for each compensable unit of good or service; and
- Total amount due for the invoice period.
b. Contractor’s invoices shall:
- 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;
- 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;
- 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
- 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.
- 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
- 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.
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:
State Contact Name & Title
State Agency Name
Address
Email Address
Telephone # Number
FAX # Number
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 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 of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract.
- The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment A, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request.
- Prior to the use of any subcontractor in the performance of this Contract, and semi-annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontractors shall be maintained by the Contractor and made available to State officials upon request.
- The Contractor shall maintain records for all personnel used in the performance of this Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.
- The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date.
- For purposes of this Contract, “illegal immigrant” shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract.
D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.
D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.
D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.
D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, 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 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.
D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party.
D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.
D.17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other legal theory that may arise under this Contract or otherwise. The State’s total liability under this Contract (including any exhibits, schedules, amendments or other attachments to the Contract) or otherwise shall under no circumstances exceed the Maximum Liability. This limitation of liability is cumulative and not per incident.
D.18. Limitation of Contractor’s Liability. In accordance with Tenn. Code Ann. § 12-3-701, the Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section.
D.19. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract.
In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the State in any legal matter, as the right to represent the State is governed by Tenn. Code Ann. § 8-6-106.
D.20. HIPAA Compliance. As applicable, the State and Contractor shall comply with obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Technology for Economic and Clinical Health (“HITECH”) Act and any other relevant laws and regulations regarding privacy (collectively the “Privacy Rules”). The obligations set forth in this Section shall survive the termination of this Contract.
- Contractor warrants to the State that it is familiar with the requirements of the Privacy Rules, and will comply with all applicable requirements in the course of this Contract.
- Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers required by the Privacy Rules, in the course of performance of the Contract so that both parties will be in compliance with the Privacy Rules.
- The State and the Contractor will sign documents, including but not limited to business associate agreements, as required by the Privacy Rules and that are reasonably necessary to keep the State and Contractor in compliance with the Privacy Rules. This provision shall not apply if information received or delivered by the parties under this Contract is NOT “protected health information” as defined by the Privacy Rules, or if the Privacy Rules permit the parties to receive or deliver the information without entering into a business associate agreement or signing another document.
- The Contractor will indemnify the State and hold it harmless for any violation by the Contractor or its subcontractors of the Privacy Rules. This includes the costs of responding to a breach of protected health information, the costs of responding to a government enforcement action related to the breach, and any fines, penalties, or damages paid by the State because of the violation.
D.21. Tennessee Consolidated Retirement System. Subject to statutory exceptions contained in Tenn. Code Ann. §§ 8-36-801, et seq., the law governing the Tennessee Consolidated Retirement System (“TCRS”), provides that if a retired member of TCRS, or of any superseded system administered by TCRS, or of any local retirement fund established under Tenn. Code Ann. §§ 8-35-101, et seq., accepts State employment, the member’s retirement allowance is suspended during the period of the employment. Accordingly and notwithstanding any provision of this Contract to the contrary, the Contractor agrees that if it is later determined that the true nature of the working relationship between the Contractor and the State under this Contract is that of “employee/employer” and not that of an independent contractor, the Contractor, if a retired member of TCRS, may be required to repay to TCRS the amount of retirement benefits the Contractor received from TCRS during the Term.
D.22. Tennessee Department of Revenue Registration. The Contractor shall comply with all applicable registration requirements contained in Tenn. Code Ann. §§ 67-6-601 – 608. Compliance with applicable registration requirements is a material requirement of this Contract.
D.23. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it, its current and future principals, its current and future subcontractors and their principals:
- are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency;
- 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 offense 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;
- are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed in section b. of this certification; and
- 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.
The Contractor shall provide immediate written notice to the State if at any time it learns that there was an earlier failure to disclose information or that due to changed circumstances, its principals or the principals of its subcontractors are excluded, disqualified, or presently fall under any of the prohibitions of sections a-d.
D.24. Force Majeure. “Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the Party except to the extent that the non-performing Party is at fault in failing to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this Contract. Except as set forth in this Section, any failure or delay by a Party in the performance of its obligations under this Contract arising from a Force Majeure Event is not a default under this Contract or grounds for termination. The non-performing Party will be excused from performing those obligations directly affected by the Force Majeure Event, and only for as long as the Force Majeure Event continues, provided that the Party continues to use diligent, good faith efforts to resume performance without delay. The occurrence of a Force Majeure Event affecting Contractor’s representatives, suppliers, subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this Contract. Contractor will promptly notify the State of any delay caused by a Force Majeure Event (to be confirmed in a written notice to the State within one (1) day of the inception of the delay) that a Force Majeure Event has occurred, and will describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event results in a delay in Contractor’s performance longer than forty-eight (48) hours, the State may, upon notice to Contractor: (a) cease payment of the fees for the affected obligations until Contractor resumes performance of the affected obligations; or (b) immediately terminate this Contract or any purchase order, in whole or in part, without further payment except for fees then due and payable. Contractor will not increase its charges under this Contract or charge the State any fees other than those provided for in this Contract as the result of a Force Majeure Event.
D.25. State and Federal Compliance. The Contractor shall comply with all State and federal laws and regulations applicable to Contractor in the Contractor’s performance of this Contract.
D.26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict or choice of law rules. The Tennessee Claims Commission or the state or federal courts in Tennessee shall be the venue for all claims, disputes, or disagreements arising under this Contract. The Contractor acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Contract shall be subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-101 – 408.
D.27. Entire Agreement. This Contract is complete and contains the entire understanding between the Parties relating to its subject matter, including all the terms and conditions of the Parties’ agreement. This Contract supersedes any and all prior understandings, representations, negotiations, and agreements between the Parties, whether written or oral.
D.28. Severability. If any terms and conditions of this Contract are held to be invalid or unenforceable as a matter of law, the other terms and conditions of this Contract shall not be affected and shall remain in full force and effect. The terms and conditions of this Contract are severable.
D.29. Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract.
D.30. Incorporation of Additional Documents. Each of the following documents is included as a part of this Contract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s duties, responsibilities, and performance under this Contract, these items shall govern in order of precedence below:
- any amendment to this Contract, with the latter in time controlling over any earlier amendments;
- this Contract with any attachments or exhibits (excluding the items listed at subsections c. through f., below);
- any clarifications of or addenda to the Contractor’s proposal seeking this Contract;
- the State solicitation, as may be amended, requesting responses in competition for this Contract;
- any technical specifications provided to proposers during the procurement process to award this Contract; and
- the Contractor’s response seeking this Contract.
D.31. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12-12-101, et seq., addressing contracting with persons as defined at Tenn. Code Ann. §12-12-103(5) that engage in investment activities in Iran, shall be a material provision of this Contract. The Contractor certifies, 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.
D.32. Insurance. Contractor shall maintain insurance coverage as specified in this Section. The State reserves the right to amend or require additional insurance coverage, coverage amounts, and endorsements required under this Contract. Contractor’s failure to maintain or submit evidence of insurance coverage, as required, is a material breach of this Contract. If Contractor loses insurance coverage, fails to renew coverage, or for any reason becomes uninsured during the Term, Contractor shall immediately notify the State. All insurance companies providing coverage must be: (a) acceptable to the State; (b) authorized by the Tennessee Department of Commerce and Insurance (“TDCI”); and (c) rated A- / VII or better by A.M. Best. All coverage must be on a primary basis and noncontributory with any other insurance or self-insurance carried by the State. Contractor agrees to name the State as an additional insured on any insurance policy with the exception of workers’ compensation (employer liability) and professional liability (errors and omissions) insurance. All policies must contain an endorsement for a waiver of subrogation in favor of the State. Any deductible or self insured retention (“SIR”) over fifty thousand dollars ($50,000) must be approved by the State. The deductible or SIR and any premiums are the Contractor’s sole responsibility. The Contractor agrees that the insurance requirements specified in this Section do not reduce any liability the Contractor has assumed under this Contract including any indemnification or hold harmless requirements.
To achieve the required coverage amounts, a combination of an otherwise deficient specific policy and an umbrella policy with an aggregate meeting or exceeding the required coverage amounts is acceptable. For example: If the required policy limit under this Contract is for two million dollars ($2,000,000) in coverage, acceptable coverage would include a specific policy covering one million dollars ($1,000,000) combined with an umbrella policy for an additional one million dollars ($1,000,000). If the deficient underlying policy is for a coverage area without aggregate limits (generally Automobile Liability and Employers’ Liability Accident), Contractor shall provide a copy of the umbrella insurance policy documents to ensure that no aggregate limit applies to the umbrella policy for that coverage area. In the event that an umbrella policy is being provided to achieve any required coverage amounts, the umbrella policy shall be accompanied by an endorsement at least as broad as the Insurance Services Office, Inc. (also known as “ISO”) “Noncontributory—Other Insurance Condition” endorsement or shall be written on a policy form that addresses both the primary and noncontributory basis of the umbrella policy if the State is otherwise named as an additional insured.
Contractor shall provide the State a certificate of insurance (“COI”) evidencing the coverages and amounts specified in this Section. The COI must be on a form approved by the TDCI (standard ACORD form preferred). The COI must list each insurer’s National Association of Insurance Commissioners (NAIC) number and be signed by an authorized representative of the insurer. The COI must list the State of Tennessee – CPO Risk Manager, 312 Rosa L. Parks Ave., 3rd floor Central Procurement Office, Nashville, TN 37243 as the certificate holder. Contractor shall provide the COI ten (10) business days prior to the Effective Date and again thirty (30) calendar days before renewal or replacement of coverage. Contractor shall provide the State evidence that all subcontractors maintain the required insurance or that subcontractors are included under the Contractor’s policy. At any time, the State may require Contractor to provide a valid COI. The Parties agree that failure to provide evidence of insurance coverage as required is a material breach of this Contract. If Contractor self-insures, then a COI will not be required to prove coverage. Instead Contractor shall provide a certificate of self-insurance or a letter, on Contractor’s letterhead, detailing its coverage, policy amounts, and proof of funds to reasonably cover such expenses. The State reserves the right to require complete copies of all required insurance policies, including endorsements required by these specifications, at any time.
The State agrees that it shall give written notice to the Contractor as soon as practicable after the State becomes aware of any claim asserted or made against the State, but in no event later than thirty (30) calendar days after the State becomes aware of such claim. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor or its insurer, through its attorneys, the right to represent the State in any legal matter, as the right to represent the State is governed by Tenn. Code Ann. § 8-6-106.
The insurance obligations under this Contract shall be: (1)—all the insurance coverage and policy limits carried by the Contractor; or (2)—the minimum insurance coverage requirements and policy limits shown in this Contract; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and minimum required policy limits, which are applicable to a given loss, shall be available to the State. No representation is made that the minimum insurance requirements of the Contract are sufficient to cover the obligations of the Contractor arising under this Contract. The Contractor shall obtain and maintain, at a minimum, the following insurance coverages and policy limits.
- Commercial General Liability (“CGL”) Insurance
- The Contractor shall maintain CGL, which shall be written on an ISO Form CG 00 01 occurrence form (or a substitute form providing equivalent coverage) and shall cover liability arising from property damage, premises and operations products and completed operations, bodily injury, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).
The Contractor shall maintain single limits not less than one million dollars ($1,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this policy or location of occurrence or the general aggregate limit shall be twice the required occurrence limit.
- Workers’ Compensation and Employer Liability Insurance
- For Contractors statutorily required to carry workers’ compensation and employer liability insurance, the Contractor shall maintain:
- Workers’ compensation in an amount not less than one million dollars ($1,000,000) including employer liability of one million dollars ($1,000,000) per accident for bodily injury by accident, one million dollars ($1,000,000) policy limit by disease, and one million dollars ($1,000,000) per employee for bodily injury by disease.
- For Contractors statutorily required to carry workers’ compensation and employer liability insurance, the Contractor shall maintain:
- If the Contractor certifies that it is exempt from the requirements of Tenn. Code Ann. §§ 50-6-101 – 103, then the Contractor shall furnish written proof of such exemption for one or more of the following reasons:
- The Contractor employs fewer than five (5) employees;
- The Contractor is a sole proprietor;
- The Contractor is in the construction business or trades with no employees;
- The Contractor is in the coal mining industry with no employees;
- The Contractor is a state or local government; or
- The Contractor self-insures its workers’ compensation and is in compliance with the TDCI rules and Tenn. Code Ann. § 50-6-405.
- Automobile Liability Insurance
- The Contractor shall maintain automobile liability insurance which shall cover liability arising out of any automobile (including owned, leased, hired, and non-owned automobiles).
- The Contractor shall maintain bodily injury/property damage with a limit not less than one million dollars ($1,000,000) per occurrence or combined single limit.
D.33. Major Procurement Contract Sales and Use Tax. Pursuant to Tenn. Code Ann. § 4-39-102 and to the extent applicable, the Contractor and the Contractor’s subcontractors shall remit sales and use taxes on the sales of goods or services that are made by the Contractor or the Contractor’s subcontractors and that are subject to tax.
D.34. Confidentiality of Records. Strict standards of confidentiality of records and information shall be maintained in accordance with applicable state and federal law. All material and information, regardless of form, medium or method of communication, provided to the Contractor by the State or acquired by the Contractor on behalf of the State that is regarded as confidential under state or federal law shall be regarded as “Confidential Information.” Nothing in this Section shall permit Contractor to disclose any Confidential Information, regardless of whether it has been disclosed or made available to the Contractor due to intentional or negligent actions or inactions of agents of the State or third parties. Confidential Information shall not be disclosed except as required or permitted under state or federal law. Contractor shall take all necessary steps to safeguard the confidentiality of such material or information in conformance with applicable state and federal law.
The obligations set forth in this Section shall survive the termination of this Contract.
D.35. Boycott of Israel. The Contractor certifies that it is not currently engaged in, and covenants that it will not, for the duration of the Contract, engage in a Boycott of Israel, as that term is defined in Tenn. Code Ann. § 12-4-119.
D.36. Prohibited Contract Terms. The prohibited contract terms and conditions enumerated in Tenn. Code Ann. § 12-3-515, shall be a material provision of this Contract. The Contractor acknowledges, understands, and agrees that the inclusion of a term or condition prohibited by Tenn. Code Ann. § 12-3-515, shall be null and void and the Contract shall be enforceable as if the Contract did not contain such term or condition.
- SPECIAL TERMS AND CONDITIONS:
E.1. Conflicting Terms and Conditions. Should any of these special terms and conditions conflict with any other terms and conditions of this Contract, the special terms and conditions shall be subordinate to the Contract’s other terms and conditions.
E.2. Contractor Commitment to Diversity. The Contractor shall comply with and make reasonable business efforts to exceed the commitment to diversity represented by the Contractor’s Response to Solicitation Number (Attachment Reference) and resulting in this Contract.
The Contractor shall assist the State in monitoring the Contractor’s performance of this commitment by providing, as requested, a monthly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, service-disabled veterans, and persons with disabilities. Such reports shall be provided to the State of Tennessee Governor’s Office of Diversity Business Enterprise in the TN Diversity Software available online at: https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810.
| IN WITNESS WHEREOF, | |
| CONTRACTOR LEGAL ENTITY NAME: | |
| CONTRACTOR SIGNATURE | DATE |
| PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above) | |
| STATE AGENCY NAME: | |
| NAME & TITLE | DATE |
| ATTACHMENT A | |
| ATTESTATION RE PERSONNEL USED IN CONTRACT PERFORMANCE | |
| SUBJECT CONTRACT NUMBER: | |
| CONTRACTOR LEGAL ENTITY NAME: | |
| EDISON VENDOR IDENTIFICATION NUMBER: | |
|
The Contractor, identified above, does hereby attest, certify, warrant, and assure that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. |
|
| CONTRACTOR SIGNATURE | |
| NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. Attach evidence documenting the individual’s authority to contractually bind the Contractor, unless the signatory is the Contractor’s chief executive or president. | |
| PRINTED NAME AND TITLE OF SIGNATORY | |
| DATE OF ATTESTATION | |
