Procurement Services



Request for Qualified Suppliers (“RFQ-S”)Title: Online Graduate Programs Re-BidSolicitation #: 1340 Re-BidIssue date: May 14, 2018Deadline for questions: May 18, 2018Due date: May 25, 2018 5 PMSection A: Introduction and Basic Information Purpose and Scope: The College of Business (COB) and the College of Engineering and Computer Science (CECS) at UTC are requesting bids to provide expertise in program development, marketing, admissions and student services for the online MBA program, MS in Engineering Management program, MS in Computer Science program, and MS in Engineering program. UTC is interested in both OPM services and unbundled ones as described below. The first admission cycle under the new contract would be Fall Semester, 2018.Background:Online MBA OverviewThe Online MBA Program launched January, 2014 with the assistance of Academic Partnerships, a third party firm specializing in assisting universities in the launch and growth of high quality online programs. The Online MBA Program has approximately 150 students. The goal is to generate 25 new admissions per semester – fall, spring and summer. The COB also has a part time Campus MBA program with approximately 150 students. The Campus and Online Programs have the same curriculum and admission requirements.Curriculum consists of 12 required three semester hour courses, including 9 required courses and 3 electives. Online self-study modules could be required in economics, business statistics, accounting and legal (generally not required for business undergraduates).Concentrations are offered in Business Analytics and Healthcare Administration for Online Students. Campus students also have HR and Finance Concentration options. Students not desiring a concentration can choose electives in any discipline are receive a General MBA.Student fees currently $2,412 per course x 12 = $28,944 total program fees. This includes a special online MBA fee of $638 per course in addition to campus courses. A revised $150 MBA fee is being considered for Campus and Online MBA Programs effective Fall, 2018. This would lower the online fees to $1,924 per course x 12 = $23,088 total program fees.$200 per course merit and affiliate (sponsoring organization) scholarships and $400 per course military scholarships currently offered. If reduced fees are approved, no scholarships would be offered.Online MBA students do not pay additional out of state fees.Structure is two 6- or 7-week mini terms within each fall, spring and summer semester. This will change to a traditional 15-week semester Fall, 2018.New student intake each mini term (6 times a year). This will change to 1 intake per semester (3 times a year) in Fall, 2018.Target 25 new students per semester average. Admission history attached.Standard progression is to take two courses per semester, 6 courses per year and finish in 2 calendar years. Financial Aid is available for students taking 2 classes per semester.Students are allowed to take only one course in a semester or sit out a semester, but this could result in scheduling issues to get back on track.Online MBA students are not allowed to take campus classes. Campus students are allowed to take online classes, subject to availability.Admissions RequirementsHave a bachelor’s degree from a regionally accredited institution (any major is acceptable). An official transcript is required from each previously attended college. An application and non-refundable application fee. Domestic applicant fee is $30 and international applicants $35; fees should be submitted to the Graduate School.ANDBe granted admission to the Graduate School at UTC based on one of the following:2.70 minimum GPA for all undergraduate work taken for the baccalaureate degree or3.00 GPA for the last two years of undergraduate academic coursework or3.00 GPA for 30 or more semester hours undergraduate credit after earning the first bachelor’s degree or2.70 GPA for the last two years of undergraduate academic coursework and a 3.00 GPA on fewer than 24 hours graduate coursework or3.00 GPA for 24 or more graduate hours orAn earned master’s degree or higher‐level degree from a regionally accredited institution with at least a 3.00 GPA.All GPAs are based on a 4.0 point scale; the last two years of undergraduate coursework are equivalent to approximately 60-70 semester hours or 90-100 quarter hours. ANDHave an official Graduate Management Admissions Test (GMAT) score of 450 or above or alternatively an official Graduate Record Examination (GRE) combined score of 296 or above with a minimum 146 on the verbal section and a minimum 144 on the quantitative section. GMAT waivers will be considered for Previous graduate degree or higher with a 3.0 cumulative GPA or higher; OR, 3.25 cumulative undergraduate GPA plus 5 years of professional work experience; OR, UTC undergraduate Business major or other AACSB university Business major with a 3.0 cumulative GPA and 3.2 cumulative GPA within AACSB business major (defined as upper level courses in business).Letters of Recommendation - 2 from current or previous employers.Statement of Purpose.Online MS Engineering Management OverviewThe MS Engineering Management degree is designed for people with engineering or science backgrounds who have moved or expect to move into areas of managerial responsibilities.? The program addresses important topics such as engineering economics and finance, quality control and management, reliability, project management and scheduling, decision making and optimization, leadership and entrepreneurship, product development and marketing, value management, and strategic management.? There are six graduate certificate programs: Construction Management, Fundamentals of Engineering Management, Project and Value Management, Quality Management, Leadership and Ethics, and Logistics and Supply Chain Management.Students are required to complete a minimum of 33 semester hours, 18 hrs. of core and 15 hrs. of electives for a major in engineering management. Elective courses can be taken in any discipline within the College or other Colleges. The specific student’s program is planned in consultation between the student and his or her adviser. The MS Engineering Management program online course offering started in 2001 and the master’s program became fully online in 2004. Currently, the MS Engineering Management Program (both online and on campus) has approximately 70 students.? The goal is to generate 10-15 new admissions per each offering cycle to reach 150 students in the program. Planned structure is two 6- or 7-week mini terms within each fall, spring and summer semester.Admissions RequirementsHave a bachelor’s degree from an accredited institution (any major is acceptable, but students with no engineering, science, or business degrees are required to take undergraduate courses in the areas of calculus, statistics, and engineering economy). An official transcript is required from each previously attended college. A non-refundable application fee for a domestic applicant is $30 and $35 for an international applicant; fees should be submitted to the Graduate School.Be granted admission to the Graduate School at UTC based on one of the following criteria:2.70 minimum GPA for all undergraduate work taken for the baccalaureate degree; or3.00 GPA for the last two years of undergraduate academic coursework; or3.00 GPA for 30 or more semester hours undergraduate credit after earning the first bachelor’s degree; or2.70 GPA for the last two years of undergraduate academic coursework and a 3.00 GPA on fewer than 24 hours graduate coursework; or3.00 GPA for 24 or more graduate hours; orAn earned master’s degree or higher‐level degree from an accredited institution with at least a 3.00 GPA.All GPAs are based on a 4.0 point scale; the last two years of undergraduate coursework are equivalent to approximately 60-70 semester hours or 90-100 quarter hours. GRE Scores (no specific requirement, but 290 in total from verbal and quantitative sections are recommended).Letter of Recommendation from a Senior Manager or a Professor.Online MS Computer Science OverviewThe UTC MS Computer Science program started in 1986 as a face-to-face program. In 2009, it became a hybrid program with the current enrollment of 57 students. The hybrid program involved offering about 60-70% of all graduate programs in duo-mode: face-to-face and online simultaneously. The program’s goal is to grow into a strong professional and research online MS program, not only as a feeder into our doctoral program but also as a regional provider of highly specialized workforce in technology. A student can pursue one of the following areas of specialization by selecting one of the three concentration areas described below: cyber-physical systems, cybersecurity, robotics, urban sciences and technology, future (wireless) networks, internet of things (IoT) and data sciences. The desired outcome of the online program is to enroll 20 new students per every program offering cycle. The current MS Computer Science has three concentrations: Computer Science, Data Science, and Information Security and Assurance.The M.S. program requires that a student complete a minimum of 33 semester hours in graduate work including the thesis, or 36 semester hours in graduate work including a graduate project. Students admitted to the program who lack academic experience in certain areas are required to take up to 18 hours of additional course work in the foundation courses listed below. Planned structure is two 6- or 7-week mini terms within each fall, spring and summer semester.All students admitted to the M.S. program must complete 15 semester hours of required course in the core courses. The program also includes 6 hours of thesis, 9 hours of computer science elective courses and additional 3 hours of coursework related to the student’s specialization area. Students may elect to undertake a project in lieu of a thesis by taking 6 additional hours of elective coursework, for a minimum total of 36 hours of graduate credit. With either the thesis or project option, a minimum of 21 hours of credit must be from UTC computer science courses at the 5000 level. Students must maintain a minimum 3.0 grade point average and are subject to all general regulations of The Graduate School.Admission Requirements A bachelor’s degree from an accredited college or university (or foreign equivalent).A minimum grade point average of 2.7 (based on a 4.0 scale) on all undergraduate work taken prior to receiving the baccalaureate degree or a 3.0 in the senior year. Students who do not meet this admission requirement should contact the staff of the?Graduate Office?to discuss alternative requirements. Payment of a non-refundable application fee of $30 for domestic students or $35 for international students. For international students, the Test of English as a Foreign Language (TOEFL) score of 550 or above (A score of 213 or above on the computer-based test, or a score of 79 or above on the Internet-based test) or the International English Language Testing System (IELTS) score of 6.0 or above Supplemental application materials as required by program.Online MS Engineering OverviewA Master of Science degree in Engineering is offered with concentrations in Automotive, Chemical, Civil, Electrical, and Mechanical pleting the M.S. degree in engineering with any concentration requires a student to take courses in four areas, as shown below. The last column shows the number of credit hours needed from each area.Area I??????????????? Mathematics or Engineering Analysis??????????????????????????????????????????3-6?Area II?????????????? Approved Electives in Mathematics, Science, or Engineering?????6-9?Area III????????????? Engineering Concentration???????????????????????????????????????????????????????? 12-16?Area IV ??????????? Thesis or Special Project and/or Internship????????????????????????????????3-6?Total: 30-34 hoursCurrently, the program offers only a few online courses with enrollment of approximately 50 students.? The goal is to add 10-15 new admissions per each new offering cycle and reach 180 student enrollment.?The admission requirements are the same as below. Planned structure is two 6- or 7-week mini terms within each fall, spring and summer semester.Admissions RequirementsA bachelor’s degree from an accredited institution (undergraduate engineering degree is required, otherwise; students need to take additional undergraduate courses). An official transcript is required from each previously attended college. A non-refundable application fee of $30 for domestic students and $35 for international students should be submitted to the Graduate School.Accepted to the Graduate School at UTC based on one of the following:2.70 minimum GPA for all undergraduate work taken for the baccalaureate degree; or3.00 GPA for the last two years of undergraduate academic coursework; or3.00 GPA for 30 or more undergraduate credit hours after earning the first bachelor’s degree; or2.70 GPA for the last two years of undergraduate academic coursework and a 3.00 GPA on fewer than 24 hours of graduate coursework; or3.00 GPA for 24 or more graduate hours; orAn earned master’s degree or higher‐level degree from an accredited institution with 3.00 GPA or better.All GPAs are based on a 4.0-point scale; the last two years of undergraduate coursework are equivalent to approximately 60-70 semester hours or 90-100 quarter hours. GRE Scores (no minimum scores)Communications: The following University office is managing this solicitation:The University of Tennessee, ChattanoogaProcurement Services202 Race Hall Department 4104615 McCallie AvenueChattanooga, TN 37403 Regarding the subject matter of this solicitation, respondents may only communicate with staff members of the University’s Office of Procurement Services. The primary contact person for this solicitation is listed below: Name: Victor HowellTitle: Assistant DirectorEmail: Victor-Howell@utc.eduIf a respondent contacts anyone except the University’s staff members listed above, the University may disqualify the respondent. Term: The University will not enter into an agreement that would be longer than 10 years.Number of Awards: The University intends to award this solicitation to one respondent, unless the University deems it to be in its best interest to award to more respondents. The University retains sole discretion over this decision. Extension of the Award: Other university departments, agencies with the State of Tennessee and other Tennessee public universities may also purchase goods and/or services from this award, if the winning respondent is agreeable. It should be noted that these entities are not required to use this agreement. If any them elect to participate under the terms and conditions of this resulting award, the University of Tennessee reserves the right to re-negotiate favorable incentive, and cost terms with the successful supplier that are reflective of the additional volume. Note: The offer to extend the award to these other entities is at the discretion of the winning respondent and they should not be extended if it would affect your ability to offer the most favorable prices and terms to The University of Tennessee. Non-Exclusive: Although it is the University’s hope that most departments will procure items from this award, this is not a solicitation for an exclusive agreement and departments will still have the option of procuring items from other suppliers in accordance with our purchasing policies. The University does not guarantee that all purchases for the products and/or services available under resulting contracts will be made exclusively from the winning respondents.Pre-Proposal Conference: Please note: a pre-proposal conference will not be required for this solicitation.Schedule: Note the University reserves the right to change these dates. All times are quoted in Eastern Time.Publication DateMay 11, 2018Deadline for QuestionsMay 18, 2018Bidder Submission Due DateMay 25, 2018 5PM Eastern TimeNotice of Intent to AwardTo be determinedOpen File Period / Protest PeriodTo be determinedEffective Date of AgreementsTo be determinedSection 2: Instructions and Evaluation Criteria Assistance to Respondents with a Disability: In the event that a respondent has a disability, the University will make reasonable accommodation to allow them to participate, provided that the individual requesting assistance contacts the Solicitation Coordinator no later than 10 days before the response deadline.Proposal Submission: Respondents must submit their proposals via email to the solicitation coordinated listed above. Respondents must enter their responses in this Word document. Confidential Information: Any proprietary or confidential materials contained in the proposal will be subject to the Tennessee Public Records Act, TCA 10-7-503. All responses, inquiries, or correspondence relating to or in reference to this solicitation, and all other documentation submitted by the respondents will become the property of the University when received. All proposal material submitted and evaluation documents will remain confidential, as provided by law, until after the University announces the notice of intent to award to the successful respondent. The University will not agree to provide advance notice of disclosure and placing confidential notices on documents is meaningless. After the notice to award, all materials submitted are open for inspection.Proposal Preparation Costs: The University will not pay any costs in the preparation or submission of a proposal. Respondent is responsible for its preparation costs.Withdrawal of Proposals: A submitted proposal may be withdrawn by sending a written request to the Solicitation Coordinator before the solicitation due date. Proposals may be withdrawn and resubmitted in the same manner, if done prior to the submission deadline. Withdrawals or modifications offered in any other manner will not be considered.Acceptance and Rejection of Proposals: The University may accept or reject any proposals that, in its opinion, is in the best interests of the University. The University may re-solicit proposals, or to continue with the current supplier for these services. The University may also waive minor variances or immaterial defects in a response. The University may also accept any item in the bid, unless otherwise specified by the Respondent. Questions: Up to the deadline for questions, respondents may ask the Office of Procurement Services questions in writing via email to the email address listed above in the “Contact Person” subsection. In the event that a respondent communicates with the Office of Procurement Services verbally, the respondent understands that verbal communication is non-binding, and respondent further acknowledges the only official communication about this solicitation is written communication. Respondent understands that it must not rely on verbal communications with the University. Addenda: The University will make reasonable efforts to ensure that all respondents have the same material information. Accordingly, if a respondent asks a question that the University considers, in its sole discretion, to be material, the University will issue an addendum to this solicitation. The University will communicate all addenda to all respondents. Evaluation of Technical Responses: The University will use the following scoring criteria:Evaluation CriteriaMaximum Points Possible Mandatory requirementsPass/FailGeneral and Technical qualifications, including on-site visit.1,000Cost Proposal: The Office of Procurement Services will evaluate the respondents’ respective cost proposals, and may negotiate with one or multiple respondents to ensure a both-win deal for the University and respondent. Award: This solicitation does not commit the university to make an award or to procure or contract for the articles of goods or services described in this solicitation. The University will make an award that the University determines to be in its best interest; this might result in a situation where the University does not award to the respondent offering the lowest cost, or to a respondent other than the highest-scoring respondent. The University reserves the right to negotiate terms and alter the specifications with the with the highest scoring respondent, however, if they are unable to reach mutually agreeable terms and conditions, the University reserves the right to reject the proposal and negotiate terms of an agreement with the next highest scoring respondent. If the agreement with the successful respondent is terminated for any reason prior to the agreement termination date, the university may elect to substitute the next highest scoring respondent, if they are willing to honor the prices in their initial proposal. A Purchasing Department of the University of Tennessee is the only office authorized to award a purchase order for the required services.Notice of Intent to Award: After the evaluation process is completed, the University will issue a formal notice of intent to award notifying all respondents of the identity of the winning respondents. Section 3: Technical ResponseInstructions: Respondents must write and organize their responses in the same order as listed below. The University may deem a response non-responsive the respondent does not comply. Part A: Mandatory RequirementsThe University will assess each criteria below on a pass/fail basis: respondents must pass each criteria to qualify. Must respond agree or disagree to each statement below.Respondents Authority: The representative responding on behalf of a Respondent must have authority to respond to this solicitation on behalf of the Respondent. Required Disclosures: If the Respondent is a representative or distributor for a third party, the Respondent must disclose this fact. Debarment: If a potential Respondent is currently debarred or otherwise prohibited from bidding by the U.S. federal government or by any U.S. state government, they may not bid on any of the University’s solicitations until they are no longer debarred. In the event that the University determines that the Respondent is debarred by, the U.S. federal government of by any U.S. state government, the University will disqualify Respondents bid. Conflicts of Interest: Respondents must disclose all conflicts of interest. The University will evaluate a Respondent’s conflicts to determine whether the conflict is allowed. Compliance with law: Respondent must be legally allowed to operate within the State of Tennessee.Insurance: Successful Proposer must provide and maintain a commercial general liability policy. The policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage and medical claims, with minimum limits of $1,000,000 per occurrence, $2,000,000 in the aggregate. The University shall be named as an additional insured on any related policy. The Proposer shall maintain workers’ compensation coverage or a self-insured program as required under Tennessee law. The Proposer shall deliver to the Institution a certificate of insurance no later than the effective date of the contract. If any policy providing insurance required by the contract is cancelled prior to the policy expiration date, the Proposer, upon receiving a notice of cancellation, shall give immediate notice to the University.Part B: General QualificationsItem Ref.General Qualifications & Experience ItemsB.1Detail the name, e-mail address, mailing address, telephone number of the person the university should contact regarding the response.B.2Describe the Respondent’s form of business (i.e., individual, sole proprietor,corporation, non-profit corporation, partnership, limited liability company) and business location (physical location or domicile).B.3Detail the number of years the Respondent has been in business and how long they have been providing the goods or services required by this solicitation.B.4Describe the Respondent’s number of employees, client base, and location of offices.B.5Provide a statement of whether there have been any mergers, acquisitions, orchange of control of the Respondent within the last 10 years. If so, include an explanation providing relevant details.B.6Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this RFP (e.g., prior experience, training, certifications, resources, program and quality managementsystems, etc.).B.7Provide a narrative description of the proposed project team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this RFP.B.8Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this solicitation along with the estimated number of hours that each individual will devote to that performance. Follow the personnel roster with a resume for each of the people listed. The resumes must detail the individual’s title, education, current positionwith the Respondent, and employment history.B.9Provide a statement of whether the Respondent intends to use subcontractors to meet the Respondent’s requirements of any contract awarded pursuant to this solicitation and if so, detail:the names of the subcontractors along with the contact person, mailing address, telephone number, and e-mail address for each;a description of the scope and portions of the goods each subcontractor involved in the delivery of goods or performance of the services each subcontractor will perform; anda statement specifying that each proposed subcontractor has expressly assented to being proposed as a subcontractor in the Respondent’s response.B.10Provide documentation of the Respondent’s commitment to diversity and indicate if they are registered with the Governor’s Office of Diversity Business Enterprise (Go-DBE). Please visit the Go-DBE website at for more information.B.11Provide a statement of whether or not the Respondent has any current contracts with the university or has completed any contracts with the State of Tennessee, The University of Tennessee or Tennessee Board of Regents schools within theprevious five (5) year period. If so, provide the details of these agreements.B.12List any addition information that may assist the committee in evaluating your proposal.B.13List any requirements by the university if you are awarded this solicitation.B.14Provide details of any litigation, or claims filed against you or your company that would negatively impact your company’s performance under an agreement resulting from this solicitation. Also, disclose any past criminal offences, civilproceedings, debarments, suspensions or other action that would negatively impact your performance under an agreement resulting from this solicitation.Part C: Technical ResponseProposals should provide a comprehensive solution for the growth and support of the Online Programs, including the following:Marketing and recruitingEnrollment servicesRetention servicesInstructional design services – consulting only for the MBA program (courses are already developed)Career development servicesAll services must be integrated with UTC admissions, records, distance learning technology (blackboard), the banner system and the bursar’s office. In addition, proposals should break out Marketing and Recruiting services as a stand-alone option, with all other services performed internally at UTC.References: Provide at least 5 references for higher education clients within the past 3 years, including at least 2 for Online MBA Programs for AACSB accredited schools, one Online Computer Science program and one Online MS Engineering program for ABET accredited schools. References may come from clients that the bidder’s management team previously worked with while at another company if a significant portion of the bidder’s current management team worked with that client (specify management team members and their roles with the respective client references).Section 4: Cost ProposalProvide detailed pricing information by service category.Indicate whether pricing is based on a percentage of revenues or fees for services.Specify how marketing costs are funded under fee for service or revenue share options.Pricing for Marketing and Recruiting services as a stand-alone option, with all other services performed internally at UTC.Exhibit 1: Draft Supplier AgreementThis Exhibit 1 contains a draft supplier agreement. The University will enter into negotiations with respondents that win an award through the solicitation process. The University provides this draft to help expedite the negotiation process. Please note that this draft is subject to change at University’s discretion, and the draft is for review purposes only. right23850600SummaryUT Contract #: Click or tap here to enter text.Vendor Name: Click or tap here to enter text.UT Vendor #: Click or tap here to enter text.Supplier’s representative: Click or tap here to enter text.Name: Click or tap here to enter text.Email: Click or tap here to enter text.AgreementThis supplier agreement is dated Click or tap to enter a date., and is between Click or tap here to enter text. (“Supplier”), and The University of Tennessee, an instrumentality of the State of Tennessee (“University”). Background:The University of Tennessee, a public university system, is composed of the following:Campuses:Chattanooga; Health Science Center; Knoxville; and Martin.Institutes: Institute of Agriculture (which includes the University’s College of Veterinary Medicine); Institute for Public Service; andSpace Institute. Administration:University System Administration. The University published a bid solicitation (# Click or tap here to enter text.) on Click or tap to enter a date.. The University awarded to Supplier. Agreement: The parties agree as follows: Terms; Renewal; Termination:Term: This agreement begins on the date stated in the introductory clause and ends at 11:59 PM Central Time on Click or tap to enter a date.. Renewal: Upon mutual written agreement, the parties may extend this agreement through Click or tap to enter a date.. Termination: Either party may terminate this agreement for any reason by giving the other party at least 30 days’ prior notice. Services: Supplier shall provide the goods or services, or both, stated in Schedule 1. Financial:Pricing: Supplier’s pricing is stated in Schedule 1. Prohibited Costs: Supplier shall not charge the University any costs, unless the cost is explicitly stated in this agreement. Records; Audit:Records: Supplier will maintain records for all expenses for which Supplier invoices the University under this agreement. Supplier will maintain its records for at least 3 years, and will maintain its records in accordance with generally accepted accounting principles.Audit: During the term of this agreement and for 3 years after the last payment from the University to Supplier under this agreement, the State of Tennessee Comptroller or the University’s internal audit, or both, may audit Supplier’s records that relate to this agreement.Debarment: Supplier hereby states that the following are true statements:Supplier is not currently debarred by the U.S. federal government.Supplier is not currently suspended by the U.S. federal government. Supplier is not currently named as an “excluded” supplier by the U.S. federal government. Nature of Agreement: No Required Quantities or Minimum Amounts: Supplier acknowledges that that this agreement does not impose any minimum-quantity or minimum-spend-amount requirements on University. Accordingly, Supplier acknowledge that this agreement is not a requirements contract. Not Exclusive: Supplier acknowledges that this agreement does not impose any exclusivity obligations on the University. Fraudulent Orders: Supplier is solely responsible for ensuring that Supplier fulfills only legitimate orders. The University is not responsible for any fraudulent orders (for purposes of this agreement, “fraudulent orders” means any order that is not: (a) made by the University, or (b) for the University’s official use. Background Checks: General Obligation: Supplier will not knowingly assign any individual to provide services to University if the individual has a history of criminal conduct. For proposes of this agreement, “criminal conduct” means charges filed by any government agency, excluding non-moving violations and speeding violations.Tennessee Abuse Registry; Tennessee Sex Offender: Supplier must inform the University’s Office of Procurement Services immediately if any of Supplier’s employees or sub-contractors are listed in:The Tennessee Abuse Registry. The Tennessee Sex Offender Registry.Prompt Background Checks: If the University requests, Supplier must perform a comprehensive criminal background check on any Supplier employee or sub-contractor. Premises Rules: When Supplier is physically present on University property, Supplier shall make reasonable efforts to cause its employees and permitted sub-contractors to become aware of, and in full compliance with, University’s rules, practices, and policies (collectively referred to as “rules.”). For example, Supplier shall ensure that it complies with the University’s applicable rules regarding safety, smoking, noise, access restrictions, parking, security, and consideration for minors (students and University visitors under age 18). Conduct: Supplier will make reasonable efforts to ensure that Supplier’s employees and sub-contractors will conduct themselves in a professional manner while on University property, and while interacting with University employees, students, or visitors. Supplier must report, within 24 hours, to the University’s Office of Procurement Services any complaints about Supplier’s employees or sub-contractors engaging in the following behavior: sexually suggestive or harassing behavior; unwanted physical touching; unwanted photographs; alcohol use; illegal drug use; or physical manifestations of alcohol or drug use (e.g. Supplier’s employee emits smells that indicate that the individual consumed alcohol recently). Assignment: Supplier may not assign any rights or delegate any of Supplier’s obligations under this agreement to any other person or entity. University Policies: Non-Solicitation: Supplier shall comply with the University’s “Vending and Solicitations on the University Campus” policy: Gift Acceptance: Supplier shall comply with the University’s “Employee Gift Acceptance Policy”: Communication: Supplier shall ensure that its representatives coordinate with the University’s System Office of Procurement Services before engaging in marketing, communication, or other outreach efforts. Supplier shall not conduct any demonstrations, email marketing campaigns, etc. without first obtaining the written approval of the University’s System Office of Procurement Services. Moreover, Supplier shall not contact individual University employees regarding anything other than providing customer-service on orders without first obtaining the written approval of the University’s System Office of Procurement Services.Cooperative Procurement: The University intends to promote efficient procurement methods. Accordingly, Supplier acknowledges that any government agency in the United States and U.S. territories (including public universities) may enter into separate agreements with Supplier, incorporating this agreement. The University is not responsible for third parties who utilize this agreement. Illegal Immigrants: In compliance with the requirements of Tenn. Code Ann. § 12-3-309, Supplier hereby attests that it shall not knowingly utilize the services of an illegal immigrant in the United States in the performance of this agreement and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the United States in the performance of this agreement.Force Majeure: Neither party’s delay or failure to perform any provision of this agreement, as result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) will be deemed a breach of this agreement.Dispute Resolution: The parties shall make reasonable efforts to resolve any dispute before filing any formal legal action. Governing Law: The internal laws of the State of Tennessee, without giving effect to its principles of conflicts of law, govern this agreement. The University’s liability is governed by the Tennessee Claims Commission Act.Waiver of Claims: Supplier’s Intent: Supplier intends to protect the University’s employees from personal liability. Accordingly, Supplier intends to waive and release any claims against the University’s employees. Irrevocable Waiver: Supplier hereby irrevocably waives any claims against the University’s employees or former employees. Supplier hereby covenants not to sue University employees or former employees in their individual capacity. This release and waiver applies to Supplier and Supplier’s successors, heirs, and assigns.Materiality: The University and Supplier state that this clause is material to this agreement. Notice: For a notice or other communication under this agreement to be valid, it must be in writing and delivered (1)?by hand, (2)?by a national transportation company, with all fees prepaid, or (3)?by registered or certified mail, return receipt requested and postage prepaid;Subject to sub-section?(d) below, a valid notice or other communication under this agreement will be effective when received by the party to which it is addressed. It will be deemed to have been received as follows:if it is delivered by hand, delivered by a national transportation company, with all fees prepaid, or delivered by registered or certified mail, return receipt requested and postage prepaid, upon receipt as indicated by the date on the signed receipt; andif the party to which it is addressed rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, then upon that rejection, refusal, or inability to deliver.For a notice or other communication to a party under this agreement to be valid, it must be addressed using the information specified below for that party or any other information specified by that party in a notice in accordance with this section.Supplier: [add notice address here]University:Legal notices only; do not send invoices to this address: The University of Tennessee202 Race Hall Department 4104615 McCallie AvenueChattanooga, TN 37402ATTN: Office of Procurement Services Fax: 423-425-4465Email: Victor-Howell@utc.eduIf a notice or other communication addressed to a party is received after 5:00?p.m. on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice will be deemed received at 9:00?a.m. on the next business day.Registration with Tennessee Department of Revenue: In compliance with the requirements of Tenn. Code Ann. § 12-3-306, the Supplier hereby attests that it has registered with the State of Tennessee’s Department of Revenue for the collection of Tennessee sales and use tax. This registration requirement is a material requirement of this agreement.Iran Divestment Act: The Supplier certifies, under penalty of perjury, that to the best of its knowledge and belief the Supplier is not on the list created pursuant to Tenn. Code Ann. § 12-12-106. The Supplier further certifies that it shall not utilize any subcontractor that is on the list created pursuant to Tenn. Code Ann. § 12-12-106.Use of University Intellectual Property: Except as allowed in this section, Supplier shall not use the University’s name, logo, or any other University-owned intellectual property for any reason, without the written consent of an authorized official of the University. During the term of this agreement, Supplier may list the University’s name in Supplier’s list of clients. Third-Party Beneficiaries: There are no third-party beneficiaries to this agreement. Severability: The parties intend as follows:that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;that if an unenforceable provision is modified or disregarded in accordance with this section, then the rest of the agreement will remain in effect as written; andthat any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.Modification; Waiver: Modification: No amendment of this agreement will be effective unless: (1) it is in writing; (2) it is signed by authorized officials of both parties; and (3) it specifically references this agreement. Only the University’s authorized officials have the authority to bind the University. A list of the University’s authorized officials is located here: . Waiver: No waiver of satisfaction of a condition or failure to comply with an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or failure to comply with any other obligation. Counterparts: If the parties sign this agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. Attached Schedules: Supplier must comply with all attached Schedules. Entire agreement: This agreement constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties. In the event Supplier’s invoices, order forms, or other Supplier-provided items contain terms, Supplier acknowledges that Supplier’s terms do not apply to the University. Further, in the event Supplier’s website, mobile applications, or other platforms contain click-wrap, browse-wrap, or shrink-wrap terms and conditions, Supplier states that such terms and conditions do not apply to University. The parties are signing this agreement on the date stated in the introductory clause. The University of TennesseeClick or tap here to enter text.Signature:__________________Signature:____________________Name:_____________________Name:_______________________Title:______________________Title:_______________________ ................
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