Request for Quotation 392383

Request for Quotation 392383

Title Information Technology Services Temporary Staffing Services
Preview Date 04-MAR-2025 09:52:24 Open Date 04-MAR-2025 09:52:24
Close Date 09-APR-2025 14:00:00 Award Date Not Specified
Time Zone Central Time

Please submit your response to:

Company METRO_GG
Buyer Ferguson, Scott
Location METRO_GG
PO BOX 196300
Nashville, TN 37219-6300
United States
Phone Not Specified
Fax
Email [email protected]

When submitting your response, please include the following information.

Your Company
Name
Address
Contact Details
Response Valid
Until

This document has important legal consequences. The information contained in this document is
proprietary of METRO NASHVILLE & DAVIDSON CO. It shall not be used, reproduced, or disclosed
to others without the express and written consent of METRO NASHVILLE & DAVIDSON CO.

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 Request for Quotation 392383

Table of Contents

1 Header Information.........................................................................................................................................3

1.1 General Information...............................................................................................................................3

1.2 Terms.....................................................................................................................................................3

1.3 Requirements.........................................................................................................................................3

1.4 Attachments.........................................................................................................................................23

1.5 Response Rules....................................................................................................................................24

2 Price Schedule..............................................................................................................................................25

2.1 Line Information..................................................................................................................................25

2.2 Line Details..........................................................................................................................................25

2.2.1 Line 1...........................................................................................................................................25

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 Request for Quotation 392383

1 Header Information
1.1 General Information
Title Information Technology Services Temporary Staffing Services
Description Information Technology Services Temporary Staffing Services
Preview Date 04-MAR-2025 09:52:24 Open Date 04-MAR-2025 09:52:24
Close Date 09-APR-2025 14:00:00 Award Date Not Specified
Time Zone Central Time Buyer Ferguson, Scott
Quote Style Sealed Email [email protected]
Outcome Contract Purchase
Agreement

1.2 Terms
Effective Start Date Not Specified Effective End Date Not Specified
Ship-To Address 1 Metro Site Location | Bill-To Address Bill To: Metro Payment Service
1590 Bill To: Metro Payment Service
Reference Addr In Po Box 196301
Solicitation Nashville, TN 37219
Nashville, TN 37210 United States
United States
Payment Terms N30 Carrier
FOB DELIVERY Freight Terms SUPPLIER PREPAID
Currency USD (US Dollar) Price Precision Any
Total Agreement Not Specified
Amount (USD)

1.3 Requirements

RFP Solicitation (Selection) Method

Pursuant to Metropolitan Code of Laws (M.C.L.) Section 4.12.040, this solicitation document serves as the
written determination of the Purchasing Agent, that the use of competitive sealed bidding is neither
practicable nor advantageous to Metro. Therefore, this solicitation will facilitate the entering into of
contract(s) by the competitive sealed proposals process. The proposal process, flexibility and limitations
are governed by the Code and related Procurement Regulations.

The proposal selection method permits discussions with offerors who submit proposals determined to be
reasonably susceptible of being selected for award. Modifications in proposal content, comparative
judgmental evaluations of the proposals, corrections, and scope adjustments, may occur at the request of
the Purchasing Agent or their designee.

There may be one or more amendments to this solicitation. Solicitation amendments are included as
updates to the original solicitation. It is the offeror's responsibility to remain informed on all solicitation
amendments and submit the solicitation response incorporating all amendments.

Offers to Metro online solicitations are required to be submitted within the iSupplier online environment
unless otherwise stated. Hard copy offers will not be considered except as required by law.

Any response to this solicitation is a formal waiver of any claims of confidentiality regardless of what
may be stated, printed, or implied in the submission and/or attachments submitted. All information is
made a Public Record after an award is made.

The only official position of Metro is found within this solicitation document including answers provided
in response to questions raised. The online discussion tool within iSupplier is the appropriate tool for all
questions or communications concerning this solicitation.

Metro reserves the right to issue additional rounds, to all potential Offerors and/or shortlisted Offerors, as
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 Request for Quotation 392383

RFP Solicitation (Selection) Method

it deems necessary for the purposes of evaluation. Additional rounds may include, but not be limited to,
interviews/discussions with acceptable or potentially acceptable Offerors.

Metro reserves the right to make multiple awards for a contract if it is deemed in the best interest of Metro.

........................................................................................................................................................................
Type No Response Required
Waiver Process
Pursuant to Metropolitan Code of Laws (M.C.L.) Section 4.48.115 (Conflicts with Previous Metro
Projects), Non-Metro employees who provide services to the metropolitan government regarding the
feasibility, cost, design, implementation, or legislative adoption of a particular matter are prohibited from
subsequent participation in the procurement process or resultant contract(s) related to that particular
matter.

Any offeror who may meet the standard of MCL 4.48.115 must disclose this potential conflict to the buyer
prior to the solicitation's deadline for questions. This disclosure must include reference to the offeror's
prior work on the particular matter, including the specific project and prospective offerors' participation,
and the timeframe services were rendered. If the offeror is requesting a waiver from MCL 4.48.115 this
must be explicitly stated in the disclosure.

Requests for a waiver will be reviewed by the Procurement Standards Board with final decisions published
in the news items section of purchasing.nashville.gov.
........................................................................................................................................................................
Type No Response Required
Solicitation Objective
The objective of this solicitation is to enter into an indefinite delivery/indefinite quantity (IDIQ)
contract. Metro does not guarantee minimum or maximum purchase amounts for the requested goods
and/or services. Purchases shall be made on an as-needed basis by Metro via Purchase Order. No purchase
is guaranteed, and no work shall be performed until receipt of Metro-issued Purchase Order.
........................................................................................................................................................................
Type No Response Required
Scope Summary
The Metropolitan Government of Nashville and Davidson County ("Metro") is seeking to enter into a five
(5) year contract with a Contractor(s) to provide information technology temporary personnel services.
........................................................................................................................................................................
Type No Response Required
Scope Details
Metro is seeking to award multiple contracts (to multiple vendors) to provide qualified temporary
information technology services staff on an as needed basis.

See attached PDF document attached below named "Scope of Services"

........................................................................................................................................................................
Type No Response Required
Equal Business Opportunity (EBO) Program
Requirements
EBO GOAL
........................................................................................................................................................................
Type No Response Required
Pursuant to the M.C.L. Section 4.46.060, a percentage goal for MBE and WBE subcontract participation
has been established for this solicitation. Such goal is based upon careful analysis of the availability of
commercially useful subcontracting opportunities and has been considered by the appropriate Goal Setting
Committee and approved by the Purchasing Agent.

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 Request for Quotation 392383

Equal Business Opportunity (EBO) Program

Requirements
The Metropolitan Government of Nashville and Davidson County expects the successful offeror to meet
the established goal for this project and provide demonstration of approved good faith efforts to attain the
goal. M/WBE participation may be counted toward the specified goal when the Prime Contractor
demonstrates a commercially useful function(s) for each proposed Subcontractor and as further defined in
the M.C.L. Section 4.46.060. In no way shall subcontractors' work or dollar amount be construed to count
toward the established goal more than once. Only expenditures to M/WBE subcontractors that perform a
commercially useful function in the work of the project or contract may be counted. Suppliers may be
utilized to satisfy the goals in whole or in part, however must perform a commercially useful function.

........................................................................................................................................................................
Type No Response Required
Minority Business Enterprise (MBE) Percentage Goal: 10%
........................................................................................................................................................................
Target Value Acknowledge established goal and can achieve MBE established goal
Type
........................................................................................................................................................................
Circle one from the response values below:
Acknowledge established goal and can achieve MBE established goal
Unable to achieve established goal and have attached completed waiver request form from Good Faith
Summary Sheets
Woman Business Enterprise (WBE) Percentage Goal: 10%

........................................................................................................................................................................
Target Value Acknowledge established goal and can achieve WBE established goal
Type
........................................................................................................................................................................
Circle one from the response values below:
Acknowledge established goal and can achieve WBE established goal
Unable to achieve established goal and have attached completed waiver request form from Good Faith
Summary Sheets
To be responsive within the scope of the EBO program offerors must complete and attach to their response
Statements of M/WBE Utilization, Statement of Interested Subcontractors/Vendors, and Statement of Bid
Proposals/Price Quotations.

For EBO information and forms, go to Office of Minority and Women Business Assistance (BAO) |
Nashville.gov.

Attach the EBO Forms, including Good Faith Effort Summary Sheets (if applicable), and any supporting
documentation to your response as one PDF document titled EBO Documentation.

M/WBE firms included in offers must be registered with Metro and certification received by BAO prior to
the solicitation closing date. Failure to comply with EBO requirements may result in the offer being
deemed nonresponsive.

A Letter of Intent must be submitted to BAO by the end of the second (2nd) business day following
issuance of the intent to award notification for each Metro approved M/WBE included in offer. The Letter
of Intent must be signed by both parties.

........................................................................................................................................................................
Target Value Acknowledge Expectations and Attach Required EBO Documentation
Type
........................................................................................................................................................................

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 Request for Quotation 392383

Equal Business Opportunity (EBO) Program

Requirements
Circle one from the response values below:
Acknowledge Expectations and Attach Required EBO Documentation
Fail to acknowledge expectations or attach required EBO Documentation; therefore, Offeror is non-
responsive
Required Good Faith Efforts

All offerors shall:

........................................................................................................................................................................
Type No Response Required
Make efforts to include M/WBE's, certified by certifying entities recognized by the Metropolitan
Government, in the procurement process and to ensure that businesses are not discriminated against on the
basis of race, ethnicity or gender.
........................................................................................................................................................................
Target Value Yes, we have
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, we have
No, and are non-responsive
If awarded, maintain for a minimum of three (3) years after completion of the contract and final payment
detailed records of all correspondence and responses thereto, logs of all telephone calls made and received
regarding Metropolitan Government solicitations, copies of advertisements in publications and other
media, and other relevant papers required by the Program.
........................................................................................................................................................................
Target Value Yes, Offeror understands and acknowledges requirement
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, Offeror understands and acknowledges requirement
No, Offeror is non-responsive
Cooperate with any document request or other investigatory effort by the BAO in its considerations of the
Bid as provided herein above.
........................................................................................................................................................................
Target Value Yes, Offeror understands and acknowledges requirement
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, Offeror understands and acknowledges requirement
No, Offeror is non-responsive
Additional Good Faith Efforts

In addition to the required Good Faith Efforts, offerors who fail to meet the Metropolitan Government of
Nashville and Davidson County's EBO subcontracting goals must demonstrate Good Faith Efforts as
outlined in the Procurement Code and Procurement Regulations. The M/WBE Subcontractors Good Faith
Summary Sheets must be completed in their entirety for the Metropolitan Government of Nashville and
Davidson County to determine if adequate Good Faith Efforts (GFE) were demonstrated towards meeting
the established MBE/WBE participation goals; including but not limited to the following:

........................................................................................................................................................................
Type No Response Required
Deliver written notice to at least three (3) available M/WBEs certified by certifying entities recognized by
the Metropolitan Government for each potential subcontracting or supply category in the Contract AND
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 Request for Quotation 392383

Equal Business Opportunity (EBO) Program

Requirements
all potential subcontractors or vendors which requested information on the Contract.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Provide all potential subcontractors or vendors with adequate and timely information as to the plans and
specifications of this project as well as information necessary to provide a bid or quote as well as and the
last date and time for receipt of price quotations.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Attended informational meeting(s) to update potential subcontractors or vendors of subcontracting or
supply opportunities.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
In accordance with normal industry practices, divided the contract into economically feasible segments
that can be performed by a M/WBE.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Provided a written explanation for rejection of any potential subcontractor or vendor to the BAO, include
the name of the firm proposed to be awarded the subcontract or supply agreement, where price
competitiveness is not the reason for rejection.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Actively solicited, through sending letters or initiating personal contact, M/WBEs in all feasible and
appropriate categories providing subcontracting opportunities for the contract under consideration.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:

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 Request for Quotation 392383

Equal Business Opportunity (EBO) Program

Requirements
Yes
No
Utilized the services of available community organizations and associations, contractors' groups, and trade
associations known to publicize contracting and procurement opportunities, for the purpose of obtaining
assistance in the contacting and recruitment of M/WBEs for the Metropolitan Government contract under
consideration.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Advertised in publications of general circulation in the Nashville Metropolitan Statistical Area (MSA),
trade publications and other media owned by, or otherwise focused or marketed to M/WBEs, and the
advertisement identifies and describes the specific subcontracting or other opportunity in reasonable detail.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Conducted discussions with interested M/WBEs in good faith, and provided the same willingness to assist
M/WBEs as has been extended to any other similarly situated subcontractor.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Taken steps to ensure that all labor supervisors, superintendents, and other on-site supervisory personnel
are aware of and carry out the obligation to maintain a nondiscriminatory work environment, free of
harassment, intimidation, and coercion at all construction sites, offices and other facilities to which
employees are assigned to work.
........................................................................................................................................................................
Target Value Yes
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes
No
Insurance Requirements
Insurance Requirements

Any offeror receiving an intent to award letter shall be required to provide a Certificate of Insurance
within seven (7) calendar days of receiving the notification in order to proceed with award and execution
of a contract.

The Description section must read as follows: Metropolitan Government of Nashville and Davidson
County, its officials, officers, employees, and volunteers are named as additional insureds per
general liability additional insured endorsement and automobile liability additional insured

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 Request for Quotation 392383

Insurance Requirements
endorsement. RFQ # 392383'

In the Certificate Holder section it must read as follows: Purchasing Agent, Metropolitan Government
of Nashville and Davidson County, Metro Courthouse, Nashville, TN 37201.

The following insurance(s) shall be required:

........................................................................................................................................................................
Type No Response Required

* General Liability Insurance in the amount of one million ($1,000,000.00) dollars.

........................................................................................................................................................................
Type No Response Required

* Professional Liability Insurance in the amount of one million ($1,000,000.00) dollars.

........................................................................................................................................................................
Type No Response Required

* Automobile Liability Insurance in the amount of one million ($1,000,000.00) dollars.

........................................................................................................................................................................
Type No Response Required

* Worker's Compensation Insurance with statutory limits required by the State of Tennessee or
other applicable laws and Employer's Liability Insurance with limits of no less than one hundred
thousand ($100,000.00) dollars, as required by the laws of Tennessee.

........................................................................................................................................................................
Type No Response Required

* Cyber Liability Insurance in the amount of four million ($4,000,000.00) dollars.

........................................................................................................................................................................
Type No Response Required

* Technological Errors and Omissions Liability Insurance in the amount of one million
($1,000,000.00) dollars.

........................................................................................................................................................................
Type No Response Required
Note: Any additional insurance policy listed on the attached Contract template are merely provided as
examples.

........................................................................................................................................................................
Type No Response Required
Standard Solicitation Requirements
Pre-Offer Meeting

A pre-offer meeting will be held for this solicitation at 9:00am Central on 3/18/2025.

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 Request for Quotation 392383

Standard Solicitation Requirements

You must register in advance to provide the following information: your name, email address, phone
number, and the name of the company you are representing by clicking on the following link.

Register

https://nashville.webex.com/weblink/register/reba72e76432de347ab5d4e62193d0b1f

Event Password: [METRO]

The contact information provided will generate on the Pre-Offer Attendee List if you attend the meeting.

You will receive a confirmation email invitation after you register with the information needed to
participate in the Pre-Offer via Webex that will be added to your calendar. You may participate by click
the Webex Link provided in the email confirmation from a computer, tablet, or smartphone.

If you have any issues with registering, please contact the Buyer, Scott Ferguson,
[email protected], and 615-862-6670.

Metro urges all prospective offerors to attend planned pre-offer meetings.

........................................................................................................................................................................
Type No Response Required
Inquiries

All inquiries must be submitted by 3/21/2025 at 2:00pm Central Time using the online discussions
feature of the iSupplier system. Questions will be answered formally via Amendment to the solicitation
soon after the deadline for submitting questions. Offerors must clearly understand that the only official
answer or position of Metro will be the one stated in writing by Division of Procurement staff.

You may contact Scott Ferguson, 615-862-6670, and [email protected] with questions
regarding iSupplier or you may email [email protected]. All offerors are encouraged to sign in to
the iSupplier system as soon as possible to view the solicitation and ensure all login information is
correct.

Finally, please have your offer loaded in the iSupplier system well in advance of the deadline for
submission of offers to avoid any last minute functionality issues. While Metro makes every attempt to
assist suppliers with entering their offers, there is not sufficient time to trouble shoot functionality issues
within one hour of the deadline for submission of offers.

........................................................................................................................................................................
Type No Response Required
Accurate Information

Failure to provide complete and accurate information in an offer to this solicitation may result in your
offer being deemed nonresponsive. Metro may institute debarment proceedings against the offeror and/or
terminate any contract or purchase order that has been awarded based on inaccurate information.

........................................................................................................................................................................
Type No Response Required
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 Request for Quotation 392383

Standard Solicitation Requirements

Extraneous Information

Offers should be brief and concise. Information provided beyond the requirements described in this
solicitation may be considered extraneous and as a result discarded.

........................................................................................................................................................................
Type No Response Required
Minor Irregularities

Metro reserves the right to waive minor irregularities in offers, provided that such action is in the best
interest of Metro. Any such waiver shall not modify any remaining solicitation requirements or excuse the
offeror from full compliance with the solicitation specifications and other contract requirements if the
offeror is awarded a contract.

........................................................................................................................................................................
Type No Response Required
Ambiguity, Conflict or Other Errors in the Solicitation

Offeror is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or other error in this
solicitation prior to submitting their offer, or it shall be waived. Claims of ambiguity after submission of
the offer shall not serve as grounds for a protest.

If an offeror discovers any ambiguity, conflict, discrepancy, omission, or other error in the solicitation,
they shall immediately request modification or clarification using the online discussion feature of
iSupplier. Required modifications or clarifications will be issued by solicitation amendment.

........................................................................................................................................................................
Type No Response Required
Validity of Offers

All offers shall be valid for a period of one-hundred and fifty (150) days from the closing date of the
solicitation unless another timeframe is agreed to by all parties. Submission of an offer does not afford
rights to the offeror nor obligate Metro in any manner.

........................................................................................................................................................................
Type No Response Required
Offer and Presentation Costs

Metro will not be liable for any costs incurred by an offeror in the preparation of its response to a
solicitation, nor for the presentation of its offer and/or participation in any clarifications, discussions,
negotiations, or protests.

........................................................................................................................................................................
Type No Response Required
Rejection of Offers

Metro reserves the right to accept or reject, in whole or in part, any offers submitted. The failure of an
offeror to promptly supply information in connection with, or with respect to, reasonable requests may be
grounds for a determination of non-responsibility.

........................................................................................................................................................................

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 Request for Quotation 392383

Standard Solicitation Requirements

Type No Response Required
Persons Suspended or Debarred from Procurement

Pursuant to Metro Code 4.36.020, a public list of suspended or debarred persons is maintained by the
division of purchases. Individuals appearing on said list may not be awarded a Metro contract.

Affirmation
Do you or any proposed subcontractors appear on the list of suspended or debarred persons?

........................................................................................................................................................................
Target Value No, neither I or any of my subcontractors appear on the list of suspended or debarred
vendors.
Type
........................................................................................................................................................................
Circle one from the response values below:
No, neither I or any of my subcontractors appear on the list of suspended or debarred vendors.
Yes, I or one of my subcontractors appear on the list of suspended or debarred vendors and I am non-
responsive.
Subcontractors/Subconsultants

Offeror must enter ALL subcontractors/subconsultants/suppliers in the Subcontractor/Subconsultant Form

(see attachments below) regardless of their ownership and attach back to the submitted response/quote.
All proposed subcontractor/subconsultants and/or suppliers must be registered in iSupplier prior to the
solicitation deadline. Offeror should identify those subcontractors/subconsultants and/or suppliers that are
Small or Service-Disabled Veteran (SBE/SDV) owned, or those that are Minority or Woman owned as
appropriate. All known subcontractors/subconsultants and/or suppliers who will perform a portion of this
project mustbe listed. SBE/SDV Primes should not enter their participation on this form, rather should
enter it in the attributes section of the lines tab of their response, if applicable.

If no subcontractors/subconsultants are being proposed then indicate such on the

Subcontractor/Subconsultant Form and attach back to the submitted response/quote.

Failure to attach the Subcontractor/Subconsultant Form to your submitted response/quote may

deem your offer non-responsive.

........................................................................................................................................................................
Target Value Subcontractor/Subconsultant Form is Attached
Type
........................................................................................................................................................................
Circle one from the response values below:
Subcontractor/Subconsultant Form is Attached
No attachment and offer may be deemed non-responsive
Assistance to Small (SBE) and/or Service-Disabled Veteran (SDV) Owned Businesses

The Metro Procurement Code (Section 4.44) and Regulations (Section R4.44.020.04) provide options for
the Purchasing Agent to maximize the participation and performance of Metro approved SBE/SDV
businesses.

Assistance is provided to offerors who are SBE/SDV, or who need assistance in locating potential
SBE/SDV subcontractors or suppliers. For assistance, offerors are encouraged to contact the BAO by
email at [email protected] or call the BAO at (615) 880-2814. For more information and the forms go
to the following website: Office of Minority and Women Business Assistance (BAO) | Nashville.gov.

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 Request for Quotation 392383

Standard Solicitation Requirements

If the Offeror is a SBE/SDV business, Metro considers the work the SBE/SDV firm commits to self-
perform. If the work is subcontracted or otherwise procured, only the work performed by a Metro
approved SBE/SDV subcontractor or supplier may be considered for the purposes of award incentive. All
SBE/SDV businesses included in offers must be registered online with Metro and approved by the BAO
prior to the solicitation closing date.

........................................................................................................................................................................
Type No Response Required
Several ways that SBE/SDV participation may be promoted in individual solicitations are described
below:

* Cost Incentive - The Metro Procurement Code (Section 4.44) and Regulations (Section
R4.44.020.04) provide options for the Purchasing Agent to provide a cost incentive to maximize
SBE/SDV participation. If this solicitation includes a cost incentive for the participation of
approved SBE/SDV business, the methodology for evaluating the SBE/SDV participation is
described in the regulations found at Metro Nashville Procurement Code Regulations, Revised
November 2020. This requires that ALL SBE/SDV Subcontractors and/or Subconsultants be listed
on the Subcontractor/Subconsultant Form.

* Set-Aside - Some solicitations are the result of an SBE/SDV set-aside. In those cases only approved
SBE/SDV firms may submit an offer. The solicitation will state in the opening description if it is an
SBE/SDV set-aside solicitation. This requires that ALL SBE/SDV Subcontractors and/or
Subconsultants be listed on the Subcontractor/Subconsultant Form.

* Small Business Reserve (SBR) - Some solicitations are the result of an SBR set-aside. In those
cases, only approved Small Business Reserve participants may submit an offer. The solicitation will
state in the opening description if it is an SBR solicitation. This requires that a preliminary list of
SBE/SDV subcontractors and/or subconsultants be included on the Subcontractor/Subconsultant
Form.

* Threshold - If the solicitation has a SBE/SDV threshold, only offers that meet the established
threshold will be eligible for SBE/SDV cost incentives. Incentive consideration, if included, is
calculated on a pro rata basis for those offers in excess of the established threshold. This requires
that ALL SBE/SDV Subcontractors and/or Subconsultants be listed on the
Subcontractor/Subconsultant Form.

* Requirement - If the solicitation states a required SBE/SDV participation level, then only those
offerors committing to achieve or exceed the established amount will be considered responsive to
the solicitation. The solicitation will not contain an SBE/SDV cost incentive. This requires that a
preliminary list of SBE/SDV subcontractors and/or subconsultants be included on the
Subcontractor/Subconsultant Form.

........................................................................................................................................................................
Type No Response Required
SBE/SDV Participation and Misrepresentation

Offerors must acknowledge that they understand the SBE/SDV participation expectations described in the
next paragraph.

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 Request for Quotation 392383

Standard Solicitation Requirements

* SBE/SDV Program is NOT applicable to this solicitation.

Offeror also acknowledges that they understand the consequences of failing to comply with their
SBE/SDV participation commitments. If Contractor fails to comply with their SBE/SDV businesses
participation commitments, or it is determined that their SBE/SDV status or the SBE/SDV status of any
subcontractor/subconsultant/supplier, is shown to be false; Metro may terminate the Contract and charge
Contractor for any costs incurred by Metro as a result of the misrepresentation. Misrepresentation may
result in debarment.

Contractor shall enter payments to SBE/SDV and MWBE subcontractors/subconsultants/suppliers as

instructed by Metro. Failure to do so may impact payments to Contractor.

........................................................................................................................................................................
Target Value Acknowledge Participation Expectations and Consequences of Misrepresentation
Type
........................................................................................................................................................................
Circle one from the response values below:
Acknowledge Participation Expectations and Consequences of Misrepresentation
No, may be deemed non-responsive
Americans with Disabilities Act

Contractor shall ensure Metro that all services provided through this resulting contract shall be completed
in full compliance with the 2010 Americans with Disabilities Act (ADA) enacted by law on March 15,
2012 and adopted by Metro. Contractor will ensure that participants at public meetings with disabilities
will have communication access that is equally effective as that provided to people without disabilities.
Information shall be made available in accessible formats, and auxiliary aids and services shall be
provided upon the reasonable request of a qualified person with a disability.

........................................................................................................................................................................
Type No Response Required
Contractor Personnel Requirements

Subsequent to submission of an offer and prior to award of a contract, key personnel identified in the offer
shall not be changed without the approval of Metro. Any changes in key personnel without Metro
approval may result in the offer being rejected and not considered for award.

........................................................................................................................................................................
Type No Response Required
Unauthorized Work

The successful offeror shall not begin work until Metro issues a Notice to Proceed or Purchase Order.
Any unauthorized work shall be deemed non-compensable and the offeror will have no recourse against
Metro.

........................................................................................................................................................................
Type No Response Required
Vendor Checklist

Offeror must complete the vendor checklist (see attached below) and attach completed document back to
the submitted response/quote. Information provided on the completed vendor checklist will be used to
development the resulting outcome if issued an intent to award from the solicitation.

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 Request for Quotation 392383

Standard Solicitation Requirements

Failure to attach the completed Vendor Checklist to your submitted response/quote may deem your
offer non-responsive.
........................................................................................................................................................................
Target Value Attached Completed Vendor Checklist
Type
........................................................................................................................................................................
Circle one from the response values below:
Attached Completed Vendor Checklist
No attachment and offer may be deemed non-responsive
Information Security Agreement
Metro is committed to the responsible use of the information entrusted to it and to protecting the
confidentiality, integrity and availability of that information. However, information security is not an
absolute and Metro cannot absolutely guarantee the security of the information that it handles. Metro
aspires to fully protect citizen information through the use of multiple information security controls,
including technical, administrative and physical controls.

Metro requires that any external party, vendor, etc., exercises the same or greater level of due diligence
with regards to the protection of Metro information, information technology assets and information
processing facilities that are accessed, processed, communicated to, or managed by external parties or
where external parties add products or services.

Complete the ISA Questionnaire found at Metro Information Security Agreement (ISA) Questionnaire and
attach it with your quote. Using the attached ISA Matrix found at MISA-Exhibit Selection Matrix,
determine the applicable ISA Terms and Conditions found at MISA-Exhibits based on your company's
completed ISA Questionnaire.

Failure to attach your completed ISA Questionnaire may result in your offer being deemed non-
responsive.

For an ITB, failure to accept the applicable ISA Terms and Conditions may result in your offer being
deemed non-responsive.

For an RFP or RFQ, offeror must indicate acceptance of the applicable ISA Terms and Conditions. If any
exceptions are taken, attach a PDF file to your quote identifying the exceptions and label it as ISA Terms
and Conditions Exceptions.

Please note that if exceptions are not stated at this time, they will not be granted after the contract is
awarded. Exceptions taken after the award will result in the withdrawal of the intent to award and offeror's
firm suspended from upcoming solicitations.

........................................................................................................................................................................
Target Value ISA Questionnaire Completed and Terms and Conditions Accepted
Type
........................................................................................................................................................................
Provide your answer below

Evaluation Criteria
EVALUATION CRITERIA

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 Request for Quotation 392383

Evaluation Criteria
........................................................................................................................................................................
Type No Response Required
All submitted proposals should include the following on every page as a header and/or footer:

* RFQ Number

* RFQ Title

* Proposer Name

* Evaluation Criteria Section Title

* Page Numbers

Each PDF document should be named the Evaluation Criteria Section Title.
........................................................................................................................................................................
Type No Response Required
Solicitation Acceptance

Offeror must indicate acceptance of the final version of this solicitation as amended. In the likely
occurrence that an amendment is issued to the solicitation, you must accept the final amendment for your
proposal to be accepted. When an amendment is published you will automatically be notified by the
iSupplier system, but you are encouraged to regularly check the solicitation for an amendment. If you have
submitted a proposal prior to an amendment, you must resubmit your proposal in response to the
amendment to avoid failure to submit or a determination of non-responsiveness. This is required whether
your offer is affected by the latest amendment or not.

Any exceptions taken to this solicitation must be submitted through the online discussion feature of the
system by the date and time shown for inquiry submittal. If an offeror takes exception to this solicitation
after the inquiry submittal date and time, their submission may be deemed nonresponsive.

........................................................................................................................................................................
Target Value Accept Final Published Solicitation
Type
........................................................................................................................................................................
Circle one from the response values below:
Accept Final Published Solicitation
No, may be deemed non-responsive
Contract Acceptance

Offeror must indicate your acceptance of the attached contract for this solicitation.

If any exceptions are taken, attach a PDF file to your quote identifying the exceptions and labels as
Contract Exceptions. If no exceptions to the contract are stated, they will not be granted after the contract
is awarded. Exceptions taken after the award will result in the withdrawal of the intent to award and
offeror's firm suspended from upcoming solicitations.

If exceptions to the contract are stated, evaluation scores will reflect Metro's assessment of the exceptions.
Contract exceptions may result in the rejection of the proposal as non-responsive; if, in the sole evaluation
of Metro, the requested changes are unacceptable.

........................................................................................................................................................................
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 Request for Quotation 392383

Evaluation Criteria
Target Value Accepted Contract as Presented
Type
........................................................................................................................................................................
Circle one from the response values below:
Accepted Contract as Presented
Attached exceptions taken of contract presented
COST (35 Points)

All Offerors are to submit a completed cost spreadsheet with your response to this request for proposal.
Leaving blanks on the cost spreadsheet and/or not following the provided format may result in your
proposal being deemed non-responsive.

Offerors must place the Total Evaluated Costs value of spreadsheet from the cost spreadsheet on Line 1 of
the Lines Tab.

Cost Criteria Score shall be calculated as follows:

Lowest Cost receives the maximum points, and the other offers are pro-rated

File should be attached as excel and be named Cost Spreadsheet.

........................................................................................................................................................................
Target Value Attached Cost Spreadsheet
Type
........................................................................................................................................................................
Circle one from the response values below:
Attached Cost Spreadsheet
No attachment, may be deemed non-responsive
Experience and Qualifications (30 Points)

* Provide a detailed overview of your company. Describe the number of years your company has been
in business providing IT temporary personnel services to clients.

* Describe your company's experience in providing IT temporary personnel services to a client the
size of Metro.

* Provide an organizational structure chart identifying the key personnel and their responsibilities.

* Provide resumes (resumes shall not exceed two pages in length) and background information for all
key personnel.

* Provide three (3) references from other clients' owners or management for which your firm has
provided IT temporary personnel services within the last five (5) years. Preference is given to more
recent projects of similar scope. For each reference, please include the following:

* Company/agency/department/office for which performed;

* A description of the services provided, and the beginning and end dates of your business
arrangement with them;

* Owner contact information for the listed projects, including an email address that can be used as
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 Request for Quotation 392383

Evaluation Criteria
reference verification.

Metro reserves the right to check any and/or all contacts for projects, including but not limited to internet
search and media reviews, submitted but is not obligated to do so as part of the evaluation.

The file is limited to eight (8) pages (not including resumes) and should be attached as a PDF and be
named Experience and Qualifications.

........................................................................................................................................................................
Target Value Attached Experience and Qualifications PDF
Type
........................................................................................................................................................................
Circle one from the response values below:
Attached Experience and Qualifications PDF
Not attached, may be deemed non-responsive
Project Approach and Process (35 Points)

* Describe your company's ability and resources to provide IT temporary personnel services to meet
the needs of a client the size of Metro.

* Provide a detailed discussion describing how long it will take for your company to fill temp IT jobs
when requested by Metro.

* Identify risks your company would anticipate on this type of project, and provide countermeasures
that would be employed to minimize those risks.

* Detail your process for recruiting, screening, and placing IT temporary personnel.

* Describe any screenings (drug use, criminal background, driving record, etc.) your company
conducts on candidates.

* Describe any training you provide to candidates/employees prior to placement.

* Describe how you will prioritize Metro's Requests for Work with other requests for IT temporary
personnel services from different companies.

The file is limited to eight (8) pages and should be attached to your response in a PDF format and
named Project Approach and Process.

........................................................................................................................................................................
Target Value Attached Project Approach and Process PDF
Type
........................................................................................................................................................................
Circle one from the response values below:
Attached Project Approach and Process PDF
No Attachment, may be deemed non-responsive.
Affidavits
Enter your City
........................................................................................................................................................................
Target Value Enter City Name Your Company is Located
Type

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 Request for Quotation 392383

Affidavits
........................................................................................................................................................................
Provide your answer below

Enter your County

........................................................................................................................................................................
Target Value Enter the County Your Company is Located
Type
........................................................................................................................................................................
Provide your answer below

Enter your State

........................................................................................................................................................................
Target Value Enter the State Your Company is Located
Type
........................................................................................................................................................................
Provide your answer below

Enter your Zip Code

........................................................................................................................................................................
Target Value Enter the Zip Code for Your Company is Located
Type
........................................................................................................................................................................
Provide your answer below

Affiant states that Offeror has all applicable licenses, including business licenses. Affiant also states that
offeror is current on its payment of all applicable gross receipt taxes and personal property taxes. M.C.L.
Section 4.20.065.
........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
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 Request for Quotation 392383

Affidavits
Affiant affirms that by its employment policy, standards and practices, it does not subscribe to any
personnel policy which permits or allows for the promotion, demotion, employment, dismissal or laying
off of any individual due to race, creed, color, national origin, age or sex, and are not in violation of, and
will not violate, any applicable laws concerning the employment of individuals with disabilities. M.C.L.
Section 4.28.020.
........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
Affiant affirms that in consideration of the privilege to submit offers in response to this solicitation, we
hereby consent, covenant, and agree as follows:

* To adopt the policies of the Metropolitan Government relating to equal opportunity in contracting on
projects and contracts funded, in whole or in part, with funds of the Metropolitan Government;

* To attempt certain good faith efforts to solicit Minority-owned and Woman-owned business
participation on projects and contracts in addition to regular and customary solicitation efforts;

* Not to otherwise engage in discriminatory conduct;

* To provide a discrimination-free working environment;

* That the Covenant of Nondiscrimination is requirement to submit an offer and shall be incorporated
by reference into any contract or portion thereof which the Supplier may hereafter obtain; and shall
be continuing in nature and shall remain in full force and effect without interruption.

* That the failure of the Supplier to satisfactorily discharge any of the promises of nondiscrimination
as made and set forth herein shall constitute a material breach of contract. M.C.L. Section 4.46.070.

........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
Affiant affirms that in consideration of the privilege to submit offers in response to this solicitation, we
hereby consent, covenant, and agree as follows:

* No person shall be excluded from participation in, denied the benefit of, or otherwise discriminated
against on the basis of race, color, national origin, gender, or disability when otherwise qualified in
connection with any solicitation offer submitted to Metro or the performance of any contract
resulting from;

* That it is and shall be the policy of this Company to provide equal opportunity to all business
persons seeking to contact or otherwise interested in contracting with this Company, including
various eligible business enterprises;

* In connection herewith, I/We acknowledge and warrant that this Company has been made aware of,
understands and agrees to make good faith efforts to solicit disadvantaged businesses (as defined in

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 Request for Quotation 392383

Affidavits
M.C.L. Section 4.46) to do business with this Company;

* That the Covenant of Nondiscrimination as made and set forth herein shall be continuing in nature
and shall remain in full force and effect without interruption;

* That the Covenant of Nondiscrimination as made and set forth herein shall be and are hereby
deemed to be made a part of, and incorporated by reference into, any contract or portion thereof
which this Company may hereafter obtain; and

* That the failure of this Company to satisfactorily discharge any of the Covenant of
Nondiscrimination as made and set forth herein shall constitute a material breach of contract
entitling Metro to declare the contract in default and to exercise any and all applicable rights and
remedies, including but not limited to, termination of the contract, suspension and debarment from
future contracting opportunities, and withholding and/or forfeiture of compensation due on a
contract.
Should you decline this covenant, your firm/organization will not be allowed to submit an offer to the
Metropolitan Government of Nashville and Davidson County.

........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
Affiant affirms that Contractor's employment practices are in compliance with applicable United States
immigrations laws. M.C.L. Section 4.40.060.

........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
It is a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a
Metro contract upon an agreement or understanding for a contingent commission, percentage, or
brokerage fee, except for retention of bona fide employees or bona fide established commercial selling
agencies for the purpose of securing business. After first being duly sworn according to law, the
undersigned Affiant states that the Offeror has not retained anyone in violation of the foregoing. M.C.L.
Section 4.48.080.
........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
By submission of this offer and in response to the solicitation, offeror(s) and each person signing on behalf
of offeror(s) affirm, under penalty of perjury, that to the best of their knowledge and belief, neither the
offeror(s), nor proposed subcontractors, subconsultants, partners and any joint venturers, are on the list
created pursuant to the Tennessee Code Annotated Section 12-12-106 (Iran Divestment Act). Referenced
website:

https://www.tn.gov/content/dam/tn/generalservices/documents/cpo/cpo-library/public-information-

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 Request for Quotation 392383

Affidavits
library/List_of_persons_pursuant_to_Tenn._Code_Ann._12-12-
106_Iran_Divestment_Act_updated_7.7.17.pdf.

........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
We cannot so affirm. Therefore, we attach a signed statement setting forth in detail the reasons for non-
compliance.
Affiant affirms that should it be awarded a contract with the Metropolitan Government for a period of
more than twelve (12) months and/or valued at over five hundred thousand ($500,000) dollars, affiant
shall be required to provide sexual harassment awareness and prevention training to its employees if those
employees:

* Have direct interactions with employees of the Metropolitan Government through email, phone, or
in-person contact on a regular basis;

* Have contact with the public such that the public may believe the contractor is an employee of the
Metropolitan Government, including but not limited to a contractor with a phone number or email
address associated with Metropolitan government or contractors with uniforms or vehicles bearing
insignia of the Metropolitan Government; or

* Work on property owned by the metropolitan government.

Such training shall be provided no later than (90) days of the effective date of the contract or (90) days of
the employee's start date of employment with affiant if said employment occurs after the effective date of
the contract. M.C.L. Section 2.230.020.

........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
Affiant affirms that Contractor is not currently, and will not for the duration of the awarded Contract,
engage in a boycott of Israel for any awarded contract that meets the following criteria:

* Has total potential value of two hundred fifty thousand ($250,000) or more;

* Affiant has ten (10) or more employees

........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
We cannot so affirm. Therefore, we attach a signed statement setting forth in detail the reasons for non-
compliance.
Affiant affirms that offeror is and will remain in compliance with the provisions of Chapter 4.12 of the
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 Request for Quotation 392383

Affidavits
Metro Procurement Code and the contents of its offer as submitted. Affiant further affirms that offeror
understands that failure to remain in such compliance shall constitute a material breach of its agreement
with the Metropolitan Government.
........................................................................................................................................................................
Target Value Yes, I so affirm
Type
........................................................................................................................................................................
Circle one from the response values below:
Yes, I so affirm
No, and are non-responsive
And Further Affiant Sayeth Not:

Name of Company Officer:

........................................................................................................................................................................
Target Value Enter Name of Company Officer
Type
........................................................................................................................................................................
Provide your answer below

Title:
........................................................................................................................................................................
Target Value Enter Officer Title
Type
........................................................................................................................................................................
Provide your answer below

The provision of false information is a material breach.

........................................................................................................................................................................
Target Value Acknowledged
Type
........................................................................................................................................................................
Circle one from the response values below:
Acknowledged
Our offer is non-responsive
If the principal officer cannot so attest, the offer will be determined non-responsive.
........................................................................................................................................................................
Type No Response Required

1.4 Attachments
Name Data Type Description
Subcontractor Form File
Vendor Checklist File

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 Request for Quotation 392383

Name Data Type Description

IT Environment File
Cost Spreadsheet File
Scope of Services File
Request for Work - RFW- File
Scope Agreement

1.5 Response Rules

This negotiation is governed by all the rules displayed below.
Negotiation is restricted to invited suppliers
Suppliers are allowed to view other suppliers' contract terms, notes and attachments
Suppliers are allowed to respond to selected lines
X Suppliers are allowed to provide multiple responses
Suppliers are allowed to submit Multiple Active Responses
Allow Quote Withdrawal
Buyer may close the negotiation before the Close Date
X Buyer may manually extend the negotiation while it is open
Allow Alternate Lines on Supplier Responses
Allow Staggered Awarding

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 Request for Quotation 392383

2 Price Schedule
2.1 Line Information
Display Rank As 1,2,3...
Ranking Price Only

Line Item, Rev Target Unit Unit Price Amount Bid Minimum
Quantity Release
Amount
1 Total Evaluated Costs 1 Dollars

2.2 Line Details

2.2.1 Line 1 Total Evaluated Costs
Category 80111600 Start Price (USD) Not Specified
Shopping Category Not Specified Target Price (USD) Not Specified
Minimum Release Not Specified
Amount (USD)
Estimated Total Not Specified
Amount (USD)

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 Request for Quotation 392383

Contract Terms and Conditions

Table of Contents

Terms and Conditions....................................................................................................................................................28

1. GOODS AND SERVICES CONTRACT ........................................................................................................28
1.1. Heading ..................................................................................................................................................28
2. THE PARTIES HEREBY AGREE TO THE FOLLOWING TERMS AND CONDITIONS: .......................28
2.1. Duties and Responsibilities ....................................................................................................................28
2.2. Delivery and/or Installation. ..................................................................................................................28
3. CONTRACT TERM ........................................................................................................................................28
3.1. Contract Term ........................................................................................................................................29
4. COMPENSATION ..........................................................................................................................................29
4.1. Contract Value .......................................................................................................................................29
4.2. Other Fees ..............................................................................................................................................29
4.3. Payment Methodology ...........................................................................................................................29
4.4. Escalation/De-escalation ........................................................................................................................29
4.5. Electronic Payment ................................................................................................................................29
4.6. Invoicing Requirements .........................................................................................................................30
4.7. Subcontractor/Subconsultant Payments .................................................................................................30
5. TERMINATION ..............................................................................................................................................30
5.1. Breach ....................................................................................................................................................30
5.2. Lack of Funding .....................................................................................................................................30
5.3. Notice .....................................................................................................................................................30
6. NONDISCRIMINATION ................................................................................................................................31
6.1. METRO's Nondiscrimination Policy .....................................................................................................31
6.2. Nondiscrimination Requirement ............................................................................................................31
6.3. Equal Business Opportunity (EBO) Program Requirement ..................................................................31
6.4. Covenant of Nondiscrimination .............................................................................................................31
6.5. Americans with Disabilities Act (ADA) ................................................................................................31
7. INSURANCE ...................................................................................................................................................31
7.1. Proof of Insurance ..................................................................................................................................31
7.2. Products Liability Insurance ..................................................................................................................32
7.3. Professional Liability Insurance ............................................................................................................32
7.4. Automobile Liability Insurance .............................................................................................................32
7.5. General Liability Insurance ...................................................................................................................32
7.6. Worker's Compensation Insurance (if applicable) .................................................................................32
7.7. Abuse and Molestation Liability Insurance ...........................................................................................32
7.8. Cyber Liability Insurance ......................................................................................................................32
7.9. Technological Errors and Omissions Liability Insurance ......................................................................32
7.10. Garage Keepers Liability Insurance ....................................................................................................32
7.11. Such insurance shall: ...........................................................................................................................33
7.12. Other Insurance Requirements .............................................................................................................33
8. GENERAL TERMS AND CONDITONS .......................................................................................................34
8.1. Taxes ......................................................................................................................................................34
8.2. Warranty ................................................................................................................................................34
8.3. Software License ....................................................................................................................................34

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 Request for Quotation 392383

8.4. Confidentiality .......................................................................................................................................34

8.5. Information Ownership ..........................................................................................................................35
8.6. Information Security Breach Notification .............................................................................................35
8.7. Virus Representation and Warranty .......................................................................................................35
8.8. Copyright, Trademark, Service Mark, or Patent Infringement ..............................................................36
8.9. Maintenance of Records ........................................................................................................................37
8.10. Monitoring ...........................................................................................................................................37
8.11. METRO Property .................................................................................................................................37
8.12. Modification of Contract .....................................................................................................................38
8.13. Partnership/Joint Venture ....................................................................................................................38
8.14. Waiver ..................................................................................................................................................38
8.15. Employment .........................................................................................................................................38
8.16. Compliance with Laws ........................................................................................................................39
8.17. Iran Divestment Act .............................................................................................................................39
8.18. Boycott of Israel ...................................................................................................................................39
8.19. Taxes and Licensure ............................................................................................................................39
8.20. Ethical Standards .................................................................................................................................39
8.21. Indemnification and Hold Harmless ....................................................................................................40
8.22. Attorney Fees .......................................................................................................................................40
8.23. Assignment--Consent Required ...........................................................................................................40
8.24. Entire Contract .....................................................................................................................................41
8.25. Force Majeure ......................................................................................................................................41
8.26. Governing Law ....................................................................................................................................41
8.27. Venue ...................................................................................................................................................41
8.28. Severability ..........................................................................................................................................41

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 Request for Quotation 392383

Terms and Conditions

1. GOODS AND SERVICES CONTRACT

1.1. Heading
This contract is initiated by and between The Metropolitan Government of Nashville and Davidson County
(METRO) and Enter Legal Name (CONTRACTOR) located at Enter Address, City, ST ZIP. This Contract
consists of the following documents:
● Any properly executed contract amendment (most recent with first priority),
● This document, including exhibits,
● Exhibit A - [Enter Description (i.e. Hourly Rates)]
● Exhibit B - [Enter Description (i.e. Task Details)]
● Exhibit C -[Enter Description (i.e. ISA Terms and Conditions)]
● The solicitation documentation for RFQ# [Enter Number] and affidavit(s) (all made a part of this contract
by reference),
● Purchase Orders (and PO Changes),
● CONTRACTOR's response to the solicitation,
● Equal Business Opportunity (EBO) Program forms (incorporated by reference).
In the event of conflicting provisions, all documents shall be construed in the order listed above.

2. THE PARTIES HEREBY AGREE TO THE FOLLOWING TERMS AND CONDITIONS:

2.1. Duties and Responsibilities

CONTRACTOR agrees to provide the goods and/or services as fully defined in the solicitation and as outlined in
Exhibit B – Scope of Services.

2.2. Delivery and/or Installation.

All deliveries (if provided by the performance of this Contract) are F.O.B. Destination, Prepaid by Supplier, Inside
Delivery, as defined by METRO.
METRO assumes no liability for any goods delivered without a purchase order. All deliveries shall be made as
defined in the solicitation or purchase order and by the date specified on the purchase order.
Installation, if required by the solicitation and/or purchase order shall be completed by the date specified on the
purchase order.

3. CONTRACT TERM

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 Request for Quotation 392383

3.1. Contract Term

The Contract Term will begin on the date (the "Effective Date") of [insert date here], or the date this Contract is
approved by all required parties and filed in the Metropolitan Clerk's Office, whichever date last occurs. This
Contract Term will end (60) months from the Effective Date.
This Contract may be extended by Contract Amendment. The option to extend may be exercised by and at the
discretion of the Purchasing Agent. However, in no event shall the term of this Contract exceed sixty (60) months
from the Effective Date.

4. COMPENSATION

4.1. Contract Value

This Contract has an estimated value of $[Agreement Amount]. The pricing details are included in Exhibit A and are
made a part of this Contract by reference. CONTRACTOR shall be paid as work is completed and METRO is
accordingly, invoiced.

4.2. Other Fees

There will be no other charges or fees for the performance of this Contract. METRO will make reasonable efforts to
make payments within 30 days of receipt of invoice but in any event shall make payment within 60 days. METRO
will make reasonable efforts to make payments to Small Businesses within 15 days of receipt of invoice but in any
event shall make payment within 60 days.

4.3. Payment Methodology

Payment in accordance with the terms and conditions of this Contract shall constitute the entire compensation due
CONTRACTOR for all goods and/or services provided under this Contract.
METRO will compensate CONTRACTOR in accordance with Exhibit A of this Contract. Subject to these payment
terms and conditions, CONTRACTOR shall be paid for delivered/performed products and/or services properly
authorized by METRO in accordance with this Contract. Compensation shall be contingent upon the satisfactory
provision of the products and/or services as determined by METRO.

4.4. Escalation/De-escalation
This Contract is eligible for annual escalation/de-escalation adjustments. The request for adjustment must be in
accordance with Exhibit A and submitted by CONTRACTOR to the Purchasing Agent no less than sixty (60) days
prior to the annual anniversary of the Effective Date of this Contract. Any such adjustment, if approved by the
Purchasing Agent, shall become effective on the anniversary of the Effective Date of this Contract.

4.5. Electronic Payment

All payments shall be effectuated by ACH (Automated Clearing House).

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 Request for Quotation 392383

4.6. Invoicing Requirements

CONTRACTOR shall submit invoices for payment in a format acceptable to METRO and shall submit invoices no
more frequently than monthly for satisfactorily and accurately performed services. CONTRACTOR shall be paid
as work is completed and invoices are approved by METRO. Invoices shall detail this Contract Number
accompanied by any necessary supporting documentation as required by METRO. CONTRACTOR shall submit all
invoices no later than ninety (90) days after the services have been delivered/performed.
Payment of an invoice by METRO shall not waive METRO's rights of revocation of acceptance due to non-
conformity or the difficulty of discovery of the non-conformance. Such revocation of acceptance shall occur within
a reasonable time after METRO discovers or should have discovered the non-conforming product and/or service but
prior to any substantial change in condition of the products and/or services caused by METRO.

4.7. Subcontractor/Subconsultant Payments

When payment is received from METRO, CONTRACTOR shall within fourteen (14) calendar days pay all
subcontractors, subconsultants, laborers, and suppliers the amounts they are due for the work covered by such
payment. In the event METRO becomes informed that CONTRACTOR has not paid a subcontractor, subconsultant,
laborer, or supplier as provided herein, METRO shall have the right, but not the duty, to issue future checks and
payments to CONTRACTOR of amounts otherwise due hereunder naming CONTRACTOR and any such
subcontractor, subconsultant, laborer, or supplier as joint payees. Such joint check procedure, if employed by
METRO, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of
the check and shall not be deemed to commit METRO to repeat the procedure in the future. If persistent, this may
be determined to be a material breach of this Contract.

5. TERMINATION

5.1. Breach
Should CONTRACTOR fail to fulfill in a timely and proper manner its obligations under this Contract or if it
should violate any of the terms of this Contract, METRO shall identify the breach and CONTRACTOR shall cure
the performance within thirty (30) days. If CONTRACTOR fails to satisfactorily provide cure, METRO shall have
the right to immediately terminate this Contract. Such termination shall not relieve CONTRACTOR of any liability
to METRO for damages sustained by virtue of any breach by CONTRACTOR.

5.2. Lack of Funding

Should funding for this Contract be discontinued, METRO shall have the right to terminate this Contract
immediately upon written notice to CONTRACTOR.

5.3. Notice
METRO may terminate this Contract at any time upon thirty (30) days written notice to CONTRACTOR. Should
METRO terminate this Contract, CONTRACTOR shall immediately cease work and deliver to METRO, within
thirty (30) days, all completed or partially completed satisfactory work, and METRO shall determine and pay
to CONTRACTOR the amount due for satisfactory work.

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 Request for Quotation 392383

6. NONDISCRIMINATION

6.1. METRO's Nondiscrimination Policy

It is the policy of METRO not to discriminate on the basis of race, creed, color, national origin, age, sex, or
disability in its hiring and employment practices, or in admission to, access to, or operation of its programs, services,
and activities.

6.2. Nondiscrimination Requirement

No person shall be excluded from participation in, be denied benefits of, be discriminated against in the admission
or access to, or be discriminated against in treatment or employment in METRO's contracted programs or activities,
on the grounds of race, creed, color, national origin, age, sex, disability, or any other classification protected by
federal or Tennessee State Constitutional or statutory law; nor shall they be excluded from participation in, be
denied benefits of, or be otherwise subjected to discrimination in the performance of contracts with METRO or in
the employment practices of METRO's CONTRACTORs. CONTRACTOR certifies and warrants that it will
comply with this nondiscrimination requirement. Accordingly, all offerors entering into contracts with METRO
shall, upon request, be required to show proof of such nondiscrimination and to post in conspicuous places that are
available to all employees and applicants, notices of nondiscrimination.

6.3. Equal Business Opportunity (EBO) Program Requirement

The consideration and contact of minority-owned and/or woman-owned business enterprises is required for a
responsive offer to most solicitations. The provision of the Equal Business Opportunity (EBO) Program documents
shall be part of each applicable solicitation response and incorporated herein by reference. CONTRACTOR agrees
to comply with the Equal Business Opportunity (EBO) Program, if applicable, in the execution of this Contract.

6.4. Covenant of Nondiscrimination

All offerors have committed to the Covenant of Nondiscrimination when registering with METRO to do business.
To review this document, go to METRO's website.

6.5. Americans with Disabilities Act (ADA)

CONTRACTOR assures METRO that all services provided shall be completed in full compliance with the
Americans with Disabilities Act ('ADA') 2010 ADA Standards for Accessible Design, enacted by law March 15,
2012, as has been adopted by METRO. CONTRACTOR will ensure that participants with disabilities will have
communication access that is equally effective as that provided to people without disabilities. Information shall be
made available in accessible formats, and auxiliary aids and services shall be provided upon the reasonable request
of a qualified person with a disability.

7. INSURANCE

7.1. Proof of Insurance

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During the term of this Contract, for any and all awards, CONTRACTOR shall, at its sole expense, obtain and
maintain in full force and effect for the duration of this Contract, including any extension(s), the types and amounts
of insurance identified below. Proof of insurance shall be required naming METRO as additional insured and
identifying either the project name, RFQ, Purchase Order, or Contract number on the ACORD document.

7.2. Products Liability Insurance

In the amount of one million ($1,000,000.00) dollars.

7.3. Professional Liability Insurance

In the amount of one million ($1,000,000.00) dollars.

7.4. Automobile Liability Insurance

In the amount of one million ($1,000,000.00) dollars.

7.5. General Liability Insurance

In the amount of one million ($1,000,000.00) dollars.

7.6. Worker's Compensation Insurance (if applicable)

CONTRACTOR shall maintain workers' compensation insurance with statutory limits required by the State of
Tennessee or other applicable laws and Employer's Liability Insurance with limits of no less than one hundred
thousand ($100,000.00) dollars, as required by the laws of Tennessee.

7.7. Abuse and Molestation Liability Insurance

In the amount of one million ($1,000,000.00) dollars.

7.8. Cyber Liability Insurance

In the amount of four million ($4,000,000.00) dollars.

7.9. Technological Errors and Omissions Liability Insurance

In the amount of one million ($1,000,000.00) dollars.

7.10. Garage Keepers Liability Insurance

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In the amount of four million ($4,000,000.00) dollars.

7.11. Such insurance shall:

Contain or be endorsed to contain a provision that includes METRO, its officials, officers, employees, and
volunteers as additional insureds with respect to liability arising out of work or operations performed by or on behalf
of CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations.
The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed insureds.
For any claims related to this Contract, CONTRACTOR's insurance coverage shall be primary insurance with
respects to METRO, its officers, officials, employees, and volunteers. Any insurance or self-insurance programs
covering METRO, its officials, officers, employees, and volunteers shall be in excess of CONTRACTOR's
insurance and shall not contribute with it.
Automotive Liability insurance shall include vehicles owned, hired, and/or non-owned. Said insurance shall include
coverage for loading and unloading hazards. Insurance shall contain or be endorsed to contain a provision that
includes METRO, its officials, officers, employees, and volunteers as additional insureds with respect to liability
arising out of automobiles owned, leased, hired, or borrowed by or on behalf of CONTRACTOR.
CONTRACTOR shall maintain Workers' Compensation insurance (if applicable) with statutory limits as required by
the State of Tennessee or other applicable laws and Employers' Liability insurance. CONTRACTOR shall require
each of its subcontractors to provide Workers' Compensation for all of the latter's employees to be engaged in such
work unless such employees are covered by CONTRACTOR's Workers' Compensation insurance coverage.

7.12. Other Insurance Requirements

Prior to commencement of services, CONTRACTOR shall furnish METRO with original certificates and
amendatory endorsements effecting coverage required by this section and provide that such insurance shall not be
cancelled, allowed to expire, or be materially reduced in coverage except on 30 days' prior written notice to:
[email protected]
Provide certified copies of endorsements and policies if requested by METRO in lieu of or in addition to certificates
of insurance.
Replace certificates, policies, and/or endorsements for any such insurance expiring prior to completion of services.
Maintain such insurance from the time services commence until services are completed. Failure to maintain or
renew coverage and to provide evidence of renewal may be treated by METRO as a material breach of this Contract.
Said insurance shall be with an insurer licensed to do business in Tennessee and having A.M. Best Company ratings
of no less than A-. Modification of this standard may be considered upon appeal to the METRO Director of Risk
Management Services.
Require all subcontractors to maintain during the term of this Contract, Commercial General Liability insurance,
Business Automobile Liability insurance, and Worker's Compensation/ Employers Liability insurance (unless
subcontractor's employees are covered by CONTRACTOR's insurance) in the same manner as specified for
CONTRACTOR. CONTRACTOR shall require subcontractor's to have all necessary insurance and maintain the
subcontractor's certificates of insurance.
Any deductibles and/or self-insured retentions greater than $10,000.00 must be disclosed to and approved by
METRO prior to the commencement of services.
If CONTRACTOR has or obtains primary and excess policy(ies), there shall be no gap between the limits of the

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primary policy and the deductible features of the excess policies.

8. GENERAL TERMS AND CONDITONS

8.1. Taxes
METRO shall not be responsible for any taxes that are imposed on CONTRACTOR. Furthermore, CONTRACTOR
understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to METRO.

8.2. Warranty
CONTRACTOR warrants that for a period of one year from date of delivery and/or installation, whichever is later,
the goods provided, including software, shall be free of any defects that interfere with or prohibit the use of the
goods for the purposes for which they were obtained.
During the warranty period, METRO may, at its option, request that CONTRACTOR repair or replace any defective
goods, by written notice to CONTRACTOR. In that event, CONTRACTOR shall repair or replace the defective
goods, as required by METRO, at CONTRACTOR's expense, within thirty (30) days of written notice.
Alternatively, METRO may return the defective goods, at CONTRACTOR's expense, for a full refund. Exercise of
either option shall not relieve CONTRACTOR of any liability to METRO for damages sustained by virtue of
CONTRACTOR's breach of warranty.

8.3. Software License

CONTRACTOR warrants and represents that it is the owner of or otherwise has the right to and does hereby grant
METRO a license to use any software provided for the purposes for which the software was obtained or proprietary
material set forth in METRO's solicitation and/or CONTRACTOR's response to the solicitation.

8.4. Confidentiality
Tennessee Code Annotated § 10-7-504(i) specifies that information which would allow a person to obtain
unauthorized access to confidential information or to government property shall be maintained as confidential.
"Government property" includes electronic information processing systems, telecommunication systems, or other
communications systems of a governmental entity subject to this chapter. Such records include: (A) Plans, security
codes, passwords, combinations, or computer programs used to protect electronic information and government
property; (B) Information that would identify those areas of structural or operational vulnerability that would permit
unlawful disruption to, or interference with, the services provided by a governmental entity; and (C) Information
that could be used to disrupt, interfere with, or gain unauthorized access to electronic information or government
property.
The foregoing listing is not intended to be comprehensive, and any information which METRO marks or otherwise
designates as anything other than "Public Information" will be deemed and treated as sensitive information, which is
defined as any information not specifically labeled as "Public Information". Information which qualifies as
"sensitive information" may be presented in oral, written, graphic, and/or machine-readable formats. Regardless of
presentation format, such information will be deemed and treated as sensitive information.

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CONTRACTOR, and its Agents, for METRO, may have access to sensitive information. CONTRACTOR, and its
Agents, are required to maintain such information in a manner appropriate to its level of sensitivity. All sensitive
information must be secured at all times including, but not limited to, the secured destruction of any written or
electronic information no longer needed. The unauthorized access, modification, deletion, or disclosure of any
METRO information may compromise the integrity and security of METRO, violate individual rights of privacy,
and/or constitute a criminal act.
Upon the request of METRO, CONTRACTOR shall return all information in whatever form in a format chosen by
METRO. In the event of any disclosure or threatened disclosure of METRO information, METRO is further
authorized and entitled to immediately seek and obtain injunctive or other similar relief against CONTRACTOR,
including but not limited to emergency and ex parte relief where available.

8.5. Information Ownership

All METRO information is and shall be the sole property of METRO. CONTRACTOR hereby waives any and all
statutory and common law liens it may now or hereafter have with respect to METRO information. Nothing in this
Contract or any other agreement between METRO and CONTRACTOR shall operate as an obstacle to such
METRO's right to retrieve any and all METRO information from CONTRACTOR or its agents or to retrieve such
information or place such information with a third party for provision of services to METRO, including without
limitation, any outstanding payments, overdue payments and/or disputes, pending legal action, or arbitration. Upon
METRO's request, CONTRACTOR shall supply METRO with an inventory of METRO information that
CONTRACTOR stores and/or backs up.
Any information provided to the CONTRACTOR, including information provided by METRO customers or
citizens, is only to be used to fulfill the contracted services. Any additional information that is inferred or
determined based on primary information that is provided to the CONTRACTOR, i.e. "second-order data", is only
to be used to fulfill the contracted services. This information is not to be used for marketing or commercial
purposes and the CONTRACTOR asserts no rights to this information outside of fulfilling thecontracted services.
Storage of this information is not allowed outside United States' jurisdiction.

8.6. Information Security Breach Notification

In addition to the notification requirements in any Business Associate Agreement with METRO, when applicable,
CONTRACTOR shall notify METRO of any data breach within 24 hours of CONTRACTOR's knowledge or
reasonable belief (whichever is earlier) that such breach has occurred (Breach Notice) by contacting the METRO
ITS Help Desk. The Breach Notice should describe the nature of the breach, the scope of the information
compromised, the date the breach occurred, and the identities of the individuals affected or potentially affected by
the breach as well as specific information about the data compromised so that METRO can properly notify those
individuals whose information was compromised. CONTRACTOR shall periodically update the information
contained in the Breach Notice to METRO and reasonably cooperate with METRO in connection with METRO's
efforts to mitigate the damage or harm of such breach.

8.7. Virus Representation and Warranty

CONTRACTOR represents and warrants that Products and/or Services, or any media upon which the Products
and/or Services are stored, do not have, nor shall CONTRACTOR or its Agents otherwise introduce into METRO's
systems, network, or infrastructure, any type of software routines or element which is designed to or capable of

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unauthorized access to or intrusion upon, disabling, deactivating, deleting, or otherwise damaging or interfering with
any system, equipment, software, data, or the METRO network. In the event of a breach of this representation and
warranty, CONTRACTOR shall compensate METRO for any and all harm, injury, damages, costs, and expenses
incurred by METRO resulting from the breach.
For CONTRACTOR managed systems, CONTRACTOR shall install and maintain ICSA Labs certified or AV-Test
approved Antivirus Software and, to the extent possible, use real time protection features. CONTRACTOR shall
maintain the Anti-virus Software in accordance with the Antivirus Software provider's recommended practices. In
addition, CONTRACTOR shall ensure that:
• Anti-virus Software checks for new Anti-virus signatures no less than once per day, and;
• Anti-virus signatures are current and no less recent than two versions/releases behind the most current
version/release of the Anti-virus signatures for the Anti-virus Software

8.8. Copyright, Trademark, Service Mark, or Patent Infringement

CONTRACTOR shall, at its own expense, be entitled to and shall have the duty to defend any suit that may be
brought against METRO to the extent that it is based on a claim that the products or services furnished infringe a
Copyright, Trademark, Service Mark, or Patent. CONTRACTOR shall further indemnify and hold harmless
METRO against any award of damages and costs made against METRO by a final judgment of a court of last resort
in any such suit. METRO shall provide CONTRACTOR immediate notice in writing of the existence of such claim
and full right and opportunity to conduct the defense thereof, together with all available information and reasonable
cooperation, assistance and authority to enable CONTRACTOR to do so. No costs or expenses shall be incurred for
the account of CONTRACTOR without its written consent. METRO reserves the right to participate in the defense
of any such action. CONTRACTOR shall have the right to enter into negotiations for and the right to effect
settlement or compromise of any such action, but no such settlement or compromise shall be binding upon METRO
unless approved by the METRO Department of Law Settlement Committee and, where required, the METRO
Council.
If the products or services furnished under this Contract are likely to, or do become, the subject of such a claim of
infringement, then without diminishing CONTRACTOR's obligation to satisfy the final award, CONTRACTOR
may at its option and expense:
• Procure for METRO the right to continue using the products or services
• Replace or modify the alleged infringing products or services with other equally suitable products or
services that are satisfactory to METRO, so that they become non-infringing
• Remove the products or discontinue the services and cancel any future charges pertaining thereto
Provided; however, that CONTRACTOR will not exercise the Remove option above until CONTRACTOR and
METRO have determined that the Procure and/or Replace options are impractical. CONTRACTOR shall have no
liability to METRO; however, if any such infringement or claim thereof is based upon or arises out of:
• The use of the products or services in combination with apparatus or devices not supplied or else approved
by CONTRACTOR;
• The use of the products or services in a manner for which the products or services were neither designated
nor contemplated; or,
• The claimed infringement in which METRO has any direct or indirect interest by license or otherwise,
separate from that granted herein.

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8.9. Maintenance of Records

CONTRACTOR shall maintain documentation for all charges against METRO. The books, records, and documents
of CONTRACTOR, insofar as they relate to work performed or money received under this Contract, shall be
maintained for a period of three (3) full years from the date of final payment and will be subject to audit, at any
reasonable time and upon reasonable notice by METRO or its duly appointed representatives. The records shall be
maintained in accordance with generally accepted accounting principles. In the event of litigation, working papers
and other documents shall be produced in accordance with applicable laws and/or rules of discovery. Breach of the
provisions of this paragraph is a material breach of this Contract.
All documents and supporting materials related in any manner whatsoever to this Contract or any designated portion
thereof, which are in the possession of CONTRACTOR or any subcontractor or subconsultant shall be made
available to METRO for inspection and copying upon written request from METRO. Said documents shall also be
made available for inspection and/or copying by any state, federal or other regulatory authority, upon request from
METRO. Said records include, but are not limited to, all drawings, plans, specifications, submittals,
correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the
procurement and/or performance of this Contract. Said records expressly include those documents reflecting the
cost, including all subcontractors' records and payroll records of CONTRACTOR and subcontractors.

8.10. Monitoring
CONTRACTOR's activities conducted and records maintained pursuant to this Contract shall be subject to
monitoring and evaluation by METRO, the Department of Finance, the Division of Internal Audit, or their duly
appointed representatives.
METRO shall have the option of reviewing and performing a security assessment of the information security
management practices of CONTRACTOR. METRO shall have the right, at its expense, during normal business
hours and with reasonable advance notice, to evaluate, test, and review at CONTRACTOR's premises the Products
and/or Services to ensure compliance with the terms and conditions of this Contract. METRO shall have the right to
conduct such audits by use of its own employees and internal audit staff, or by use of outside consultants and
auditors.

8.11. METRO Property

Any METRO property, including but not limited to books, records, and equipment that is in CONTRACTOR's
possession shall be maintained by CONTRACTOR in good condition and repair, and shall be returned to METRO
by CONTRACTOR upon termination of this Contract. All goods, documents, records, and other work product and
property produced during the performance of this Contract are deemed to be METRO property. METRO property
includes, but is not limited to, all documents which make up this Contract; all other documents furnished by
METRO; all goods, records, reports, information , data, specifications, computer programs, technical reports,
operating manuals and similar work or other documents, conceptual drawings, design documents, closeout
documents, and other submittals by CONTRACTOR of any of its subcontractors; and, all other original works of
authorship, whether created by METRO, CONTRACTOR or any of its subcontractors embodied in any tangible
medium of expression, including, without limitation, pictorial, graphic, sculptural works, two (2) dimensional
works, and three (3) dimensional works. Any of Contractor's or its subcontractors' works of authorship comprised
within the Work Product (whether created alone or in concert with Metro or a third party) shall be deemed to be
"works made for hire" and made in the course of services rendered and, whether pursuant to the provisions of

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Section 101 of the U.S. Copyright Act or other Applicable Law, such Work Product shall belong exclusively to
Metro. Contractor and its subcontractors grant Metro a non-exclusive, perpetual, worldwide, fully paid up, royalty-
free license, with rights to sublicense through multiple levels of sublicenses, to reproduce, make, have made, create
derivative works of, distribute, publicly perform and publicly display by all means, now known or later developed,
such rights.
Except as to Contracts involving sensitive information, CONTRACTOR may keep one (1) copy of the
aforementioned documents upon completion of this Contract; provided, however, that in no event shall
CONTRACTOR use, or permit to be used, any portion of the documents on other projects without METRO's prior
written authorization. CONTRACTOR shall maintain sensitive information securely and if required by METRO,
provide secured destruction of said information. Distribution and/or reproduction of METRO sensitive information
outside of the intended and approved use are strictly prohibited unless permission in writing is first received from
the METRO Chief Information Security Officer. The storage of METRO sensitive information to third-party hosted
network storage areas, such as Microsoft Skydrive, Google Docs, Dropbox, or other cloud storage mechanisms,
shall not be allowed without first receiving permission in writing from the METRO Chief Information Security
Officer .

8.12. Modification of Contract

This Contract may be modified only by written amendment executed by all parties and their signatories hereto. All
change orders, where required, shall be executed in conformance with section 4.24.020 of the Metropolitan Code of
Laws.

8.13. Partnership/Joint Venture

This Contract shall not in any way be construed or intended to create a partnership or joint venture between the
Parties or to create the relationship of principal and agent between or among any of the Parties. None of the Parties
hereto shall hold itself out in a manner contrary to the terms of this paragraph. No Party shall become liable for any
representation, act, or omission of any other Party contrary to the terms of this Contract.

8.14. Waiver
No waiver of any provision of this Contract shall affect the right of any Party to enforce such provision or to
exercise any right or remedy available to it.

8.15. Employment
CONTRACTOR shall not subscribe to any personnel policy which permits or allows for the promotion, demotion,
employment, dismissal or laying off of any individual due to race, creed, color, national origin, age, sex, or which is
in violation of applicable laws concerning the employment of individuals with disabilities.
CONTRACTOR shall not knowingly employ, permit, dispatch, subcontract, or instruct any person who is an
undocumented and/or unlawful worker to perform work in whole or part under the terms of this Contract.
Violation of either of these contract provisions may result in suspension or debarment if not resolved in a timely
manner, not to exceed ninety (90) days, to the satisfaction of METRO.

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8.16. Compliance with Laws

CONTRACTOR agrees to comply with all applicable federal, state and local laws and regulations.

8.17. Iran Divestment Act

In accordance with the Iran Divestment Act, Tennessee Code Annotated § 12-12-101 et seq., CONTRACTOR
certifies that to the best of its knowledge and belief, neither CONTRACTOR nor any of its subcontractors are on
the list created pursuant to Tennessee Code Annotated § 12-12-106. Misrepresentation may result in civil and
criminal sanctions, including contract termination, debarment, or suspension from being a contractor or
subcontractor under METRO contracts.

8.18. Boycott of Israel

The Contractor certifies that it is not currently engaged in, and will not for the duration of the contract engage in, a
boycott of Israel as defined by Tenn. Code Ann. § 12-4-119. This provision shall not apply to contracts with a total
value of less than two hundred fifty thousand dollars ($250,000) or to contractors with less than ten (10) employees.

8.19. Taxes and Licensure

CONTRACTOR shall have all applicable licenses and be current on its payment of all applicable gross receipt taxes
and personal property taxes.

8.20. Ethical Standards

It shall be a breach of the Ethics in Public Contracting standards in the Metropolitan Code of Laws for any person to
offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit,
demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any
decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase
request, influencing the content of any specification or procurement standard, rendering of advice, investigation,
auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim
or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to
any solicitation or proposal therefore. It shall be a breach of the Ethics in Public Contracting standards for any
payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the
prime contractor or higher tier subcontractor or a person associated therewith, as an inducement for the award of a
subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this contract, a breach
of ethical and legal standards which may result in civil or criminal sanction and/or debarment or suspension from
being a contractor or subcontractor under METRO contracts.
Pursuant to Metropolitan Code of Laws, Section 4.48.020, entities and persons doing business with, or proposing to
do business with, the Metropolitan Government of Nashville & Davidson County must adhere to the ethical
standards prescribed in Section 4.48 of the Code. By signing this contract, you agree that you have read the
standards in Section 4.48 and understand that you are obligated to follow them. Violation of any of those standards
is a breach of contract and a breach of legal standards that may result in sanctions, including those set out in Section
4.48

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8.21. Indemnification and Hold Harmless

CONTRACTOR shall indemnify and hold harmless METRO, its officers, agents, and employees from:
A. Any claims, damages, costs, and attorney fees for injuries or damages arising, in part or in whole, from the
negligent or intentional acts or omissions of CONTRACTOR, its officers, employees, and/or agents, including its
sub or independent contractors, in connection with the performance of the contract.
B. Any claims, damages, penalties, costs, and attorney fees arising from any failure of CONTRACTOR, its officers,
employees, and/or agents, including its sub or independent contractors, to observe applicable laws, including, but
not limited to, labor laws and minimum wage laws.
C. In any and all claims against METRO, its officers, agents, or employees, by any employee of CONTRACTOR,
any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them
may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type
of damages, compensation, or benefits payable by or for CONTRACTOR or any subcontractor under workers'
compensation acts, disability acts, or other employee benefit acts.
D. METRO will not indemnify, defend, or hold harmless in any fashion CONTRACTOR from any claims arising
from any failure, regardless of any language in any attachment or other document that CONTRACTOR may
provide.
E. CONTRACTOR shall pay METRO any expenses incurred as a result of CONTRACTOR's failure to fulfill any
obligation in a professional and timely manner under this Contract.

8.22. Attorney Fees

CONTRACTOR agrees that in the event either party takes legal action to enforce any provision of this Contract or
to obtain a remedy for any breach of this Contract, and in the event METRO prevails in such action,
CONTRACTOR shall pay all expenses of such action incurred at any and all stages of the litigation, including costs,
and reasonable attorney fees for METRO.

8.23. Assignment--Consent Required

The provisions of this Contract shall inure to the benefit of and shall be binding upon the respective successors and
assignees of the parties hereto. Except for the rights of money due to CONTRACTOR under this Contract, neither
this Contract nor any of the rights and obligations of CONTRACTOR hereunder shall be assigned or transferred in
whole or in part without the prior written consent of METRO. Any such assignment or transfer shall not release
CONTRACTOR from its obligations hereunder.

NOTICE OF ASSIGNMENT OF ANY RIGHTS TO MONEY DUE TO CONTRACTOR UNDER THIS

CONTRACT MUST BE SENT TO THE ATTENTION OF:

[email protected] (Preferred Method)

OR

METRO'S PURCHASING AGENT

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PROCUREMENT DIVISION

DEPARTMENT OF FINANCE

PO BOX 196300

NASHVILLE, TN 37219-6300

Funds Assignment Requests should contain complete contact information (contact person, organization name,
address, telephone number, and email) for METRO to use to request any follow up information needed to complete
or investigate the requested funds assignment. To the extent permitted by law, METRO has the discretion to
approve or deny a Funds Assignment Request.

8.24. Entire Contract

This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall
govern the respective duties and obligations of the parties.

8.25. Force Majeure

No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or
covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire,
casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national
emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.

8.26. Governing Law

The validity, construction, and effect of this Contract and any and all extensions and/or modifications thereof shall
be governed by the laws of the State of Tennessee. Tennessee law shall govern regardless of any language in any
attachment or other document that CONTRACTOR may provide.

8.27. Venue
Any action between the Parties arising from this Contract shall be maintained in the courts of Davidson County,
Tennessee.

8.28. Severability
Should any provision of this Contract be declared to be invalid by any court of competent jurisdiction, such
provision shall be severed and shall not affect the validity of the remaining provisions of this Contract.
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