Appendix A

JUSTIFICATION FOR NON-COMPETITIVE CONTRACTS - FORM The purpose of this justification form is to show that competitive bidding is impractical because only one vendor or contractor can meet a specific need. Purchase requisitions and proposed contracts for goods or services exceeding $2,000 to be obtained non-competitively must be accompanied by this form. The purchasing department or contract office, as appropriate, will determine whether the bid process should be waived on a case-by-case basis. For more information on the University’s purchasing and contracting policies, see Fiscal Policy Sections 050 and 130, respectively. This form is not required in the following circumstances: (1) services obtained from an individual not exceeding $1,000 per day nor $12,000 in a calendar year, (2) services from speakers, entertainers, or artists for any amount, (3) purchases from existing State or University contracts, (4) contracts for real property acquisition and disposition, (5) real property leases, (6) contracts requiring State Building Commission approval, (7) contracts for legal services, and (8) agreements with Board of Regents institutions and other State agencies. Note: Properly documented emergency purchases may be excluded from competitive bidding under certain conditions. The purchasing department or contract office should be called as soon as possible to expedite the process. Departments should then complete this form to confirm the emergency. Please check each applicable item to justify the non-competitive purchase of a product or service and provide detailed explanations in the space provided below. ( ) Only one product or service can meet the specific need and the product or service is available from only one source. Describe the unique features and circumstances below. ( ) Urgent need or an emergency situation prevents competitive methods. Explain below why competition is/was not feasible. ( ) Compatibility or consistency with past acquisitions of products or services is essential (e.g., for maintaining continuity of research or avoiding additional costs by changing the supplier of the product or service). Explain below. ( ) The contract is for services from another governmental unit, such as a Federal agency, or from another university. Specify below. ( ) A subcontractor is identified in the prime contract; therefore, the subcontract is approved by the funding source. However, a non-competitive subcontract cannot be justified on this basis when another State agency is the proposed funding source (unless the subcontractor is another governmental unit or university). Specify subcontractor below. Provide a full description to support the justification(s) checked above. Attach additional pages as needed. _________________________________________________ _______________ Department Head Date Requisition Number, (or person responsible for the account) if applicable Approvals Approved Denied POLICIES AND PROCEDURE FOR PERSONAL CHAPTER 1720-1-4 SERVICE, PROFESSIONAL SERVICE, AND CONSULTANT SERVICE CONTRACTS Purchasing Requisitions ( ) ( ) _______________________________________________ Purchasing Director Date ( ) ( ) _______________________________________________ Chief Business Officer Date (or designee) Contracts Between $2,000 and $50,000* ( ) ( ) ____________________________________________________ Contract Officer Date Contracts Over $50,000* ( ) ( ) ___________________________________________________ Contract Officer Date ( ) ( ) ____________________________________________________ Purchasing Director Date * Copies of these justification forms must be sent quarterly to UWA Audit and Management Services for review. Authority: T.C.A. 49-9-209, “Public Acts of Tennessee, 1839-1840”, Chapter 98, Section 5 and “Public Acts of Tennessee, 1807”, Chapter 64. Administrative History: Original rule filed March 29, 1978; effective June 14, 1978. Repeal and new rule filed May 27, 1986; effective August 12, 1986. Amendment filed September 20, 1999; effective January 28, 2000. 1720-1-4.08 APPENDIX B STANDARD CONTRACT FORM The University of Tennessee Contract (1) This Contract, made and entered into on __________, documents the agreement between The University of Tennessee (hereinafter University) and ________________ (hereinafter Contractor). (2) This Contract consists of this cover page, the University's Standard Terms and Conditions (on reverse), and ____ additional pages. Terms contained on this cover page and the University’s Standard Terms and Conditions shall prevail over those of any attachment unless otherwise stated under "Other terms" below. (3) Contractor will provide the following: POLICIES AND PROCEDURE FOR PERSONAL CHAPTER 1720-1-4 SERVICE, PROFESSIONAL SERVICE, AND CONSULTANT SERVICE CONTRACTS (4) The period of performance under this contract is from __________ through __________. However, the University may terminate this Contract by giving the Contractor at least thirty (30) days written notice before the effective termination date, in which event the Contractor shall be entitled to receive equitable compensation for satisfactory authorized work completed as of the termination date. (5) The University will compensate the Contractor $__________ per __________. (6) Other payment terms: (7) The University’s maximum liability under this Contract is $__________. (8) Other terms (N/A if none): (9) In witness of their acceptance of the terms of this agreement, the parties have had this Contract executed by their duly authorized representatives. FOR CONTRACTOR: FOR UNIVERSITY: ____________________ ________________________ Name Department Name ____________________ ________________________ Title Responsible Account (If applicable) ____________________ Address ____________________ ________________________ Administrative Signature (Optional) ____________________ ____________________ ________________________ Telephone Number Authorized Official ____________________ SSN or Fed. Id. No. Standard Terms and Conditions (1) The University is not bound by this Contract until it is approved by the appropriate University official(s) indicated on the signature page of this Contract. (2) This Contract may be modified only by a written amendment which has been executed and approved by the appropriate parties as indicated on the signature page of this Contract. (3) The Contractor shall not assign this Contract or enter into a subcontract for any of the services performed under this Contract without obtaining the prior written approval of the University. POLICIES AND PROCEDURE FOR PERSONAL CHAPTER 1720-1-4 SERVICE, PROFESSIONAL SERVICE, AND CONSULTANT SERVICE CONTRACTS (4) Unless otherwise indicated on the reverse, if this Contract provides for reimbursement for travel, meals or lodging, such reimbursement must be made in accordance with University travel policies. (5) The Contractor warrants that no part of the total Contract amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor, or consultant to Contractor in connection with any work contemplated or performed relative to this Contract, and that no employee or official of the State of Tennessee holds a controlling interest in the Contractor. If the Contractor is an individual, the Contractor certifies that he/she is not presently employed by the University or any other agency or institution of the State of Tennessee; that he/she has not retired from or terminated such employment within the past six months; and that he/she will not be so employed during the term of this Contract. (6) The Contractor shall maintain documentation for all charges against the University under this Contract. The books, records and documents of the Contractor, insofar as they relate to work performed or money received under this Contract, shall be maintained for a period of three (3) full years from the date of the final payment, and shall be subject to audit, at any reasonable time and upon reasonable notice, by the University or the Comptroller of the Treasury, or their duly appointed representatives. These records shall be maintained in accordance with generally accepted accounting principles. (7) No person on the grounds of disability, age, race, color, religion, sex, national origin, veteran status or any other classification protected by Federal and/or Tennessee State constitutional and/or statutory law shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract. The Contractor shall, upon request, show proof of such non-discrimination, and shall post in conspicuous places, available to all employees and applicants, notice of non-discrimination. (8) The Contractor, being an independent contractor, agrees to carry adequate public liability and other appropriate forms of insurance, and to pay all taxes incident to this Contract. The University shall have no liability except as specifically provided in this Contract. (9) The Contractor shall comply with all applicable Federal and State laws and regulations in the performance of this Contract. (10) This Contract shall be governed by the laws of the State of Tennessee, which provide that the University has liability coverage solely under the terms and limits of the Tennessee Claims Commission Act. (11) The Contractor shall avoid at all times any conflict of interests between his/her duties and responsibilities as a Contractor and his/her interests outside the scope of any current or future Contracts. The following principles define the general parameters of a conflict of interests prohibited by the University: (a) A Contractor’s outside interests shall not interfere with or compromise his/her judgment and objectivity with respect to his/her duties and responsibilities to the University. (b) A Contractor shall not make or influence University decisions or use University resources in a manner that results in: 1. Financial gain outside any current or future Contracts for either the Contractor or his/her relatives or 2. Unfair advantage to or favored treatment for a third party outside the University. POLICIES AND PROCEDURE FOR PERSONAL CHAPTER 1720-1-4 SERVICE, PROFESSIONAL SERVICE, AND CONSULTANT SERVICE CONTRACTS (c) A Contractor’s outside financial interests shall not affect the design, conduct, or reporting of research. The Contractor certifies that he/she has no conflicts of interests and has disclosed in writing the following: (a) Any partners or employees of the Contractor who are also employees of the University. (b) Any relatives of the Contractor’s partners or employees who work for the University. (c) Any outside interest that may interfere with or compromise his/her judgment and objectivity with respect to his/her responsibilities to the University. (12) If the Contractor fails to perform properly its obligations under this Contract or violates any term of this Contract, the University shall have the right to terminate this Contract immediately and withhold payments in excess of fair compensation for completed services. The Contractor shall not be relieved of liability to the University for damages sustained by breach of this Contract by the Contractor. (13) It is understood by the Contractor that the University will possess all rights to any creations, inventions, other intellectual property, and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of the Contractor’s performance under this Contract. The Contractor and the University acknowledge and agree that the Contractor’s work under this Contract shall belong to the University as "work-made-for-hire" (as such term is defined in U.S. Copyright Law). (14) The Contractor shall submit progress reports to the University at least quarterly, unless the term of this Contract is three months or less.