2025 5 12 Work Session Packet 1

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D.9. Prevailing Wage Rates.  All contracts for construction, erection, or demolition or to install goods 
or materials that involve the expenditure of any funds derived from the State require compliance 
with the prevailing wage laws as provided in Tennessee Code Annotated, Section 12-4-401 et 
seq.. 
 
D.10. Monitoring.  The Contractor’s activities conducted and records maintained pursuant to this 
Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the 
Treasury, or their duly appointed representatives. 
 
D.11. Progress Reports.  The Contractor shall submit brief, periodic, progress reports to the State as 
requested. 
 
D.12. Strict Performance.  Failure by any party to this Contract to insist in any one or more cases upon 
the strict performance of any of the terms, covenants, conditions, or provisions of this Contract 
shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or 
provision.  No term or condition of this Contract shall be held to be waived, modified, or deleted 
except by a written amendment signed by the parties hereto. 
 
D.13. Independent Contractor.  The parties hereto, in the performance of this Contract, shall not act as 
employees, partners, joint venturers, or associates of one another.  It is expressly acknowledged 
by the parties hereto that such parties are independent contracting entities and that nothing in this 
Contract shall be construed to create a employer/employee relationship or to allow either to 
exercise control or direction over the manner or method by which the other transacts its business 
affairs or provides its usual services.  The employees or agents of one party shall not be deemed 
or construed to be the employees or agents of the other party for any purpose whatsoever.  
 
The Contractor, being a Tennessee governmental entity, is governed by the provisions of the 
Tennessee Government Tort Liability Act, Tennessee Code Annotated, Sections 29-20-101 et 
seq., for causes of action sounding in tort.  Further, no contract provision requiring a Tennessee 
political entity to indemnify or hold harmless the State beyond the liability imposed by law is 
enforceable because it appropriates public money and nullifies governmental immunity without 
the authorization of the General Assembly. 
 
D.14. State Liability.  The State shall have no liability except as specifically provided in this Contract.  
 
D.15. Force Majeure.  The obligations of the parties to this Contract are subject to prevention by causes 
beyond the parties’ control that could not be avoided by the exercise of due care including, but 
not limited to, natural disasters, riots, wars, epidemics, or any other similar cause.  
 
D.16. State and Federal Compliance.  The Contractor shall comply with all applicable State and Federal 
laws and regulations in the performance of this Contract. 
 
D.17. Governing Law.  This Contract shall be governed by and construed in accordance with the laws 
of the State of Tennessee.  The Contractor agrees that it will be subject to the exclusive 
jurisdiction of the courts of the State of Tennessee in actions that may arise under this Contract.  
The Contractor acknowledges and agrees that any rights or claims against the State of 
Tennessee or its employees hereunder, and any remedies arising therefrom, shall be subject to 
and limited to those rights and remedies, if any, available under Tennessee Code Annotated, 
Sections 9-8-101 through 9-8-407. 
 
D.18. Completeness.  This Contract is complete and contains the entire understanding between the 
parties relating to the subject matter contained herein, including all the terms and conditions of 
the parties’ agreement.  This Contract supersedes any and all prior understandings, 
representations, negotiations, and agreements between the parties relating hereto, whether 
written or oral. 
 
D.19. Severability.  If any terms and conditions of this Contract are held to be invalid or unenforceable 
as a matter of law, the other terms and conditions hereof shall not be affected thereby and shall 
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