Amendment_2_Q_and_C_Final.pdf

RFQ # 40100-50911 – Amendment # 2 Page 1 of 8

STATE OF TENNESSEE

TRANSPORTATION

REQUEST FOR QUALIFICATION # 40100-50911

AMENDMENT # 2

FOR GOODS OR COMPREHENSIVE ON CALL

CONSULTING

DATE: FEBRURAY 10, 2025

RFQ # 40100-50911 IS AMENDED AS FOLLOWS:

1. This RFQ Schedule of Events updates and confirms scheduled RFQ dates. Any event, time, or date containing revised or new text is highlighted.

EVENT

TIME

(Central Time Zone)

DATE

(all dates are State business days)

1. RFQ Issued 12/16/2024

2. Disability Accommodation Request Deadline 2:00 p.m. 12/19/2024

3. Pre-Response Conference 10:00 a.m. 1/3/2025

4. Notice of Intent to Respond Deadline 2:00 p.m. 1/7/2025

5. Written “Questions & Comments” Deadline 2:00 p.m. 1/13/2025

6.

State response to written “Questions & Comments”

2/10/2025

7. RFQ Response Deadline 2:00 p.m. 2/25/2025

8.

RFQ Cost Proposal Opened (ONLY for the apparent successful Respondents)

2:00 p.m. 3/14/2025

9.

Cost Negotiations (Optional) 3/17/2025-

3/21/2025

10.

State Notice of Qualified Respondents and Rankings Released and RFQ Files Opened for Public Inspection

3/26/2025

11. End of Open File Period 4/2/2025

2. State responses to questions and comments in the table below amend and clarify this RFQ.

Any restatement of RFQ text in the Question/Comment column shall NOT be construed as a change in the actual wording of the RFQ document.

RFQ

SECTION

PAGE

QUESTION / COMMENT STATE RESPONSE

General N/A 1. Would TDOT consider removing the requirement for original/printed documents and accept the proposal by electronic or digital media submission?

The State respectfully declines this request.

RFQ # 40100-50911 – Amendment # 2 Page 2 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

RFQ Section 3.1.4.3

Pg. 4 2. Section 3.1.4.3 states that “The proposed cost shall incorporate ALL costs for services under the contract for the total contract period”.

Please clarify whether this means that hourly rates included in Attachment D, Cost Proposal should be inclusive of Direct Expenses.

The hourly rates provided in Attachment D, Cost Proposal are to be considered 'Not To Exceed' rates. All costs pertaining to this solicitation should be represented in the Respondent's cost proposal. Direct Costs including travel expenses, venue leasing, materials, and supplies will be accounted for on the SOW attachment (Attachment 4) and be reimbursed in accordance with Pro Forma Contract Section C.3.b.

Should other costs not recognized in this solicitation be necessary, the Agency will utilize the procurement methods available to make those purchases.

Attachment D, Cost Proposal (not-to-exceed rates)

Pg. 38 3. May we add, remove, or amend the Service Descriptions in Attachment D to more accurately reflect our services and staff levels or must we submit rates for the Service Descriptions exactly as they appear in Attachment D?

No; Respondents shall not alter any attachments being submitted in response to this RFQ. Hourly rates are to be submitted for the Service Descriptions exactly as they appear in Attachment D.

General N/A 4. Is there any DBE goal for this contract?

No, there are no specific goals..

Attachment B, Technical Response & Evaluation Guide, Section B – General Qualifications & Experience Items

Pg. 18 5. Section B.13 requests that we “Provide a personnel roster listing the names of key people who the Respondent will assign to perform tasks required by this RFQ along with the estimated number of hours that each individual will devote to the required tasks.”

a. Please clarify how we should estimate hours when there is not a clearly defined Scope of Work at this point in the procurement process.

Item B.13 should be answered using hour estimates for the personnel assigned to perform tasks under this RFQ. The hour estimates allow the State to better gauge respondents' capabilities. The State is mindful that these are estimates.

Attachment B, Technical Response & Evaluation Guide, Section B – General Qualifications & Experience Items

Pg. 18 6. Section B.13 requests that we “Provide a personnel roster listing the names of key people who the Respondent will assign to perform tasks required by this RFQ...[and] Follow the personnel roster with a resume for each of the people listed.”

a. May we place the resumes in an Appendix to our Statement of Qualifications?

Yes.

RFQ

Attachment C, Technical Response & Evaluation Guide, Section C – Technical Qualifications, Pg. 24 7. For Section C Category 2 Active Transportation/Travel Demand Management please clarify why these topics are combined in a single category, as the skills required for Active Transportation Planning (‘collection and Data Analysis of active transportation

Active transportation and Travel Demand Management (TDM) are closely related and can complement each other in creating more sustainable and efficient transportation systems. TDM strategies often include measures to encourage walking, cycling, and other forms of active transportation. By improving infrastructure like bike lanes and pedestrian pathways, and providing incentives

RFQ # 40100-50911 – Amendment # 2 Page 3 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

Experience & Approach Items counts’) differ greatly from the skills required for ‘development and enhancement of Travel Demand Models’.

for active travel, TDM can reduce reliance on motor vehicles and alleviate traffic congestion.

Active transportation can help spread out travel demand by providing alternatives to car travel during peak hours. Active transportation encourages physical activity, while TDM strategies like reducing car trips and promoting public transit can improve air quality and decrease pollution-related health issues.

Integrating active transportation into TDM strategies supports the development of more sustainable and livable cities. Together, active transportation and TDM work hand-in-hand to create healthier, more efficient, and sustainable transportation systems.

General Question

N/A 8. Is it too late to submit our intent to propose?

No.

General Question

N/A 9. Can we prime one category and sub on other categories? Section 3.4 of the RFQ indicates that we cannot, but we wanted to be sure.

No.

General Question

N/A

10. If we do not have staff for a particular labor category, should we leave the rate sheet blank for that category?

Job tasks per category are unknown at this time. Respondents shall provide cost for all job titles listed on the cost proposal; however, in the event a job title isn't relevant for a specific job task, the contractor shall not bill the state for those services. Please see Item #3 for RFQ 40100-50911 Release #2; specifically, please see RFQ Attachment D, Cost Proposal (not-to-exceed rates), RFQ Attachment H, Pro Forma Contract Section C.3, Payment Methodology, and RFQ Attachment RFQ Release #2, page 49 for additional information regarding job titles and descriptions.

General Question

N/A

11. Would you consider extending the response deadline to February 20th or 21st to allow additional time for the physical submission shipping process?

At this time, the response deadline will remain as indicated in the Schedule of Events;

however, please continue to monitor the Central Procurement Office website for amendments posted in the event that the Schedule of Events is changed.

RFQ Section 3.3.2

Pg. 5 12. RFQ page 5: 3.3.2. RFQ States: A Respondent must submit original Technical Response and Cost Proposal documents and copies as specified below:

3.3.1.1. One (1) original Technical

Response paper document labeled:

“RFQ # 10100-50911 Technical Response Original” and five (5) digital copies of the Technical Response each in the form of one (1) digital document in “PDF” format properly recorded on its own otherwise blank, standard CD-R recordable disc or USB flash drive labeled:

“RFQ # 40100-50911 Technical Response Copy” The digital copies should not include copies of sealed customer references, however any other discrepancy between the paper Technical Response document and any digital copies may result in the State rejecting the proposal as non-

RFQ # 40100-50911 – Amendment # 2 Page 4 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

responsive.

Q: In lieu of providing a printed hard copy and physical flash drives, would TDOT consider accepting e-mail PDF submissions?

RFQ

Attachment B, Technical Response & Evaluation Guide, Section B – General Qualifications & Experience Items

Pg. 19 13. RFQ Page 19 states: B.13 Provide a personnel roster listing the names of key people who the Respondent will assign to perform tasks required by this RFQ along with the estimated number of hours that each individual will devote to the required task. Follow the personnel roster with a resume for each of the people listed. The resumes must detail the individual’s title, education, current position with the Respondent, and employment history.

Q: How would you suggest we determine the estimated number of hours for each individual will devote to the required task? We don’t have a specific project awarded at this time. Should we simply say TBD?

Item B.13 should be answered using hour estimates for the personnel assigned to perform tasks under this RFQ. The hour estimates allow the State to better gauge respondents' capabilities. The State is mindful that these are estimates.

RFQ Section 5.6

Pg. 12 14. Section 5.6 Contract Award: Section 5.6 Contract Award states that if 3 current work orders have been issued to one respondent then that respondent will not be eligible to receive another work order until 1 of the three work orders is complete. However, section A Scope - A.3 indicates that if the State has already issued one (1) current work order to a Contractor, that Contractor will not be eligible to receive another work order until such work has been deemed fully complete by the State. Can the State please clarify the number of active work orders which can be issued to a single contractor?

The awarded contractor(s) are able to have one (1) work orders outstanding at any given time. The contractor(s) will not be eligible to receive another work order until TDOT has deemed a work order complete. Please see Amendment Item #3 for RFQ 40100-50911 Release #2 resolving the A.3 discrepancy.

H, Pro Forma Contract, Section E.11

Pg. 72

- 75

15. Section E.11 Information Technology Security Requirements: In section E.11 the State has included security requirements related to SOC 2 Reporting, Penetration Testing, and Annual Vulnerability Reporting, however, many of the outlined security requirements may not be applicable for individual categories based on the requested tasks (example – preparing a grant application). Can the State please clarify the process for identifying applicable security requirements? Will the State identify required security requirements when individual work orders are issued?

Due to the nature of this contract, the State does not know when or if a certain Category or SOW would require the data security language; therefor, all contracts will remain uniform with the full data security language provision required.

H, Pro Forma Contract, Section E.9

Pg. 72 16. Section E.9 State Ownership of Deliverables: In section E.9 the State indicates that they shall have full ownership, right, title, and interest for all deliverables which include software, applications, models, work product, and any other deliverable developed by the Contractor. Please confirm that the State will include language in the Contract to clarify that all pre-existing intellectual property (IP) owned by the Contractor

The State respectfully declines to include the proposed language as written. The State can confirm that all pre-existing IP of the Contractor prior to the performances of the services under this contract shall remain the sole property of the Contractor provided that the Contractor grants the State a worldwide, nonexclusive, royalty-free, perpetual, irrevocable license (with the right to sublicense and the right of sublicensees to sublicense

RFQ # 40100-50911 – Amendment # 2 Page 5 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

prior to or independently of the performance of the Services, or created as a tool for use in performing the Services, plus any modifications or enhancements thereto and derivative works based thereon shall remain the sole property of the Contractor. This includes, but is not limited to, any commercially available software and other proprietary materials that were not developed using the Client’s funds or resources.

Furthermore, while the Contractor will retain all rights, title, and interest in and to its pre-existing IP, we will grant the State a worldwide, nonexclusive, royalty-free, perpetual, irrevocable license (with the right to sublicense and the right of sublicensees to sublicense further) to use the pre-existing IP as necessary for the Client’s use of the solution provided under this contract.

further) to use the pre-existing IP as necessary for the Client’s use of the solution.

All deliverables created as a result of this contract will be the sole property of the State of Tennessee.

Please see Amendment Item #3 for RFQ Release #2 for new A.12.

RFQ

Attachment H, Pro Forma Contract, Section D.32

Pg. 65

- 69

17. Section D.32 Insurance: In the interest of disclosure for section D.32 Insurance, our Cyber Liability insurance coverage is included within our Professional Liability coverage form. This is a difference that we have always been able to resolve with CPO for all other contracts.

Accordingly, can the State please confirm that the State’s exception regarding Additional Insured status for Professional Liability would also extend to Cyber Liability in this case?

The 5th paragraph of this section (in bold) includes stipulations regarding the insurance obligations. Is it the State’s intent that these obligations also include miscellaneous coverages such as Property, Employment Practices Liability, Directors & Officers Liability, etc., even though these are not expressly stated as requirements in this section? Can the State confirm that its intent regarding the clause “Any insurance proceeds in excess of or broader than the minimum required coverage and minimum required policy limits, which are applicable to a given loss, shall be available to the State” is meant to apply to its status as an Additional Insured under the specified insurance policies of the Contractor?

Cyber liability coverage is not exempted from the additional insured requirement if it is in the form of an "add-on" or endorsement to another policy, e.g., professional liability. In that case, the contractor would need to obtain additional insured and primary & noncontributory endorsements that apply only to the cyber liability coverage part(s) of the policy, and waiver of subrogation language that applies to both the E&O and cyber liability parts.

Regarding the second question, the quoted language applies to "all the insurance coverage and policy limits carried by the Contractor" in which the State is an additional insured, loss payee, or otherwise entitled to coverage by the terms of the policy.

N/A

18. Will the reference questionnaire from three (3) individuals be required for each of the categories that are submitted? Or will the reference questionnaire from three (3) individuals satisfy the requirement for all categories that are submitted?

Submission of three (3) references for completed contracts and two (2) contracts the Respondent currently services should be solicited by the Respondent. Please see attachment F for more information regarding references and how those are to be submitted to the State.

H, Pro Forma Contract, Section A.8

Pg. 54

- 55

19. Would you consider accepting the below changes to item A.8 of the Master Contract?

Warranty Representations. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be

RFQ # 40100-50911 – Amendment # 2 Page 6 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period term of this Contract and for one year after the expiration of this Contract.

Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.”

failure to meet the Standard of Care. If Contractor receives notice of a Defect such failure during the Warranty Period term of this Contract and for one year after the expiration of this Contract, then Contractor shall correct the Defect failure, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be consistent with the professional skill and care ordinarily provided by firms practicing in the same or similar locality under the same or similar circumstances (hereinafter the “Standard of Care”) provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted represented, then Contractor will re-provide perform the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide perform the goods or services as warranted represented, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

H, Pro Forma Contract, Section D.18

Pg. 62 20. Under D.18. Limitation of Contractor’s Liability, would you accept our suggestion that the amount be two times the fee earned under this contract?

Limitation of Contractor’s Liability. In accordance with Tenn. Code Ann. § 12- 3-701, the Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2)

RFQ # 40100-50911 – Amendment # 2 Page 7 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

times the Maximum Liability amount detailed in Section C.1.fee earned under this Contract. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section.

RFQ

Attachment H, Pro Forma Contract, Section D.19

Pg. 62

- 63

21. Under D.19. Hold Harmless, would you accept our below suggestion?

Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or as a result to any person, firm, corporation, or other entity which may be injured or damaged as a result of to the extent caused by the negligent acts, omissions, or negligence errors on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to Contractor’s performance of this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract.

The State respectfully declines this request.

RFQ

Attachment H, Pro Forma Contract, Section D.32

Pg. 65

- 69

22. On page 67 of the Master Contract, would you accept our below suggestion?

The insurance obligations under this Contract shall be: (1)—all the insurance coverage and policy limits carried by the Contractor; or (2)—the minimum insurance coverage requirements and policy limits shown in this Contract;

whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and minimum required policy limits, which are applicable to a given loss, shall be available to the State. No representation is made that the minimum insurance requirements of the Contract are sufficient to cover the obligations of the Contractor arising under this Contract.

The Contractor shall obtain and maintain, at a minimum, the following insurance coverages and policy limits.

The State respectfully declines this request.

Any applicable insurance proceeds in excess of the specified minimum limits should be available to the State.

Pg. 65

- 69

23. Under Cyber Security on page 68, would you accept our below suggestion?

The request is accepted as to the reduced aggregate limit but rejected as to the "not less than" language. Please see Amendment Item

RFQ # 40100-50911 – Amendment # 2 Page 8 of 8

PAGE

QUESTION / COMMENT STATE RESPONSE

H, Pro Forma Contract, Section D.32

Cyber Insurance: 1) The Contractor shall maintain technology professional liability (errors & omissions)/cyber liability insurance appropriate to the Contractor's profession in an amount not less than of five million dollars ($5,000,000) per occurrence or claim and ten five million dollars ($105,000,000) annual aggregate, covering all acts, claims, errors, omissions, negligence, infringement of intellectual property (including copyright, patent and trade secret); network security and privacy risks, including but not limited to unauthorized access, failure of security, information theft, damage to destruction of or alteration of electronic information, breach of privacy perils, wrongful disclosure and release of private information, collection, or other negligence in the handling of confidential information, including coverage for related regulatory fines, defenses, and penalties.

2) Such coverage shall include data breach response expenses, in an amount not less than of five million dollars ($5,000,000) and payable whether incurred by the State or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services and expenses in the performance of services for the State or on behalf of the State hereunder.

#3 for RFQ 40100-50911 Release #2 for the revised D.32.e. provision.

N/A

24. Page 2. Work orders will be issued from this RFQ for a five (5) year period. Four years or five years?

Please see Amendment Item #3 for RFQ 40100-50911 Release 2.

RFQ Section 3.3, Response Format

Pg. 5 -

25. Page 5: five (5) digital copies of the Technical Response each in the form of one (1) digital document in “PDF” format properly recorded on its own otherwise blank, standard CD-R recordable disc or USB flash drive. Does this mean submit five USB flash drives?

If the Respondent is using USB flash drives to fulfill this requirement, yes.

General Question

N/A 26. If submitting for multiple categories, should the submittal include section A, section B, and multiple Section C responses packaged as a single document?

A Respondent’s proposal should address Attachment A, Attachment B, and each Attachment C category the Respondent is submitting a proposal for. The Respondent’s full technical proposal can all be submitted in one packet.

General Question

N/A

27. Will a single Evaluation Team score all categories, or will different teams score different categories?

A single Evaluation Team will score all categories.

3. Delete RFQ # 40100-50911, in its entirety, and replace it with RFQ # 40100-50911, Release # 2, attached to this amendment. Revisions of the original RFQ document are emphasized within the new release. Any sentence or paragraph containing revised or new text is highlighted.

4. RFQ Amendment Effective Date. The revisions set forth herein shall be effective upon release. All other terms and conditions of this RFQ not expressly amended herein shall remain in full force and effect.

10-25-22 RFQ

i

STATE OF TENNESSEE

DEPARTMENT OF TRANSPORTATION

REQUEST FOR QUALIFICATIONS

FOR

COMPREHENSIVE PLANNING ON-CALL CONSULTANT

RFQ # 40100-50911 Release # 2

TABLE OF CONTENTS

SECTIONS:

1. Introduction

2. RFQ Schedule of Events

3. Response Requirements

4. General Information & Requirements

5. Procurement Process & Contract Award

ATTACHMENTS:

A. Technical Response & Evaluation Guide – Mandatory Requirement Items B. Technical Response & Evaluation Guide – General Qualifications &

Experience Items C. Technical Response & Evaluation Guide – Technical Qualifications, Experience & Approach Items D. Cost Proposal E. Statement of Certifications & Assurances F. Reference Questionnaire G. Scoring Matrix

H. Pro Forma Master Contract

11-09-23 RFQ

RFQ #40100-50911 2

1. INTRODUCTION

The State of Tennessee, Department of Transportation, hereinafter referred to as “the State,” issues this Request for Qualifications (“RFQ”) to define mandatory goods or services requirements; solicit responses; detail response requirements; and, outline the State’s process for evaluating responses.

Through this RFQ or any subsequent solicitation, the State seeks to buy the requested goods or services and to give ALL qualified respondents, including those that are owned by minorities, women, service-disabled veterans, persons with disabilities, and small business enterprises, the opportunity to do business with the state as contractors or subcontractors.

1.1. Statement of Procurement Purpose

The State, Department of Transportation (“TDOT”) Long Range Planning Division, intends to procure planning and/or professional consultants or consultant firms, to perform transportation planning studies and related analyses. Such work will include evaluation of long range and short term transportation needs due to development in the various areas within the State on behalf of the State or local governmental entities or organizations, as requested by the State. Respondents should have the capability and capacity to perform a wide range of transportation planning and conceptual design tasks.

The State intends to qualify Respondents based on the responses to the RFQ to award Master Contracts to qualified Respondents and then use its Delegated Authority process to issue Work Orders during the delegation period.

Qualified Respondents will be ranked by Category, based on the RFQ evaluation score. The highest ranked Respondent per category will be offered work orders as they become available. If a Respondent is not available to perform the work, the work order will be offered to the next ranked Respondent. At no time will a Respondent be able to receive more than one (1) work orders at a time across all categories. The awarded Respondent(s) from the RFQ will enter into a Master Contract. TDOT will issue a Statement of Work “SOW” to the Respondent. Once finalized, Work Order(s) will be executed. Work orders will be issued from this RFQ for a five (5) year period.

The maximum liability of the State’s Delegated Authority is Ten Million Dollars ($10,000,000.00).

1.2. Pre-Response Conference

A Pre-Response Conference will be held at the time and date detailed in the RFQ Schedule of Events, RFQ § 2. Pre-Response Conference attendance is not mandatory, and potential Respondents may be limited to a maximum number of attendees depending upon overall attendance and space limitations. Please contact the Solicitation Coordinator to RSVP for the Pre-Response Conference. The Conference will be held at:

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RFQ #40100-50911 3

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1.3. Notice of Intent to Respond

Before the Notice of Intent to Respond Deadline detailed in RFQ § 2, Schedule of Events, potential Respondents should submit to the Solicitation Coordinator a Notice of Intent to Respond in the form of a simple e-mail or other written communication. Such notice should include the following information: the business or individual’s name (as appropriate), a contact person’s name and title, the contact person’s mailing address, telephone number, facsimile, number, and e-mail address. Filing a Notice of Intent to Respond is not a prerequisite for submitting a response;

however, it is necessary to ensure receipt of notices and communications relating to this RFQ.

2. RFQ SCHEDULE OF EVENTS

The following schedule represents the State’s best estimates for this RFQ; however, the State reserves the right, at its sole discretion, to adjust the schedule at any time, or cancel and reissue a similar solicitation. Nothing in this RFQ is intended by the State to create any property rights or expectations of a property right in any Respondent.

EVENT

TIME

(Central

Time Zone)

DATE

(all dates are State business days)

1. RFQ Issued 12/16/2024

2. Disability Accommodation Request Deadline 2:00 p.m. 12/19/2024

3. Pre-Response Conference 10:00 a.m. 1/3/2025

4. Notice of Intent to Respond Deadline 2:00 p.m. 1/7/2025

5. Written “Questions & Comments” Deadline 2:00 p.m. 1/13/2025

6. State response to written “Questions & Comments” 2/3/2025

7. RFQ Response Deadline 2:00 p.m. 2/18/2025

8.

RFQ Cost Proposal Opened (ONLY for the apparent successful Respondents)

2:00 p.m. 2/25/2025

9. Cost Negotiations (Optional) 2/27/2025 – 3/4/2025

10.

State Notice of Qualified Respondents and Rankings Released and RFQ Files Opened for Public Inspection

3/10/2025

11. End of Open File Period 3/17/2025 tel:+16292094396,,359318634 https://dialin.teams.microsoft.com/4423d438-b3cd-4739-88ce-5ba6c5a25a54?id=359318634 https://www.webex.com/msteams?confid=1148842594&tenantkey=stateoftn&domain=m.webex.com https://teams.microsoft.com/meetingOptions/?organizerId=83fa7c45-d05a-4baa-90e0-6980f38f2f7b&tenantId=f345bebf-0d71-4337-9281-24b941616c36&threadId=19_meeting_OWVkODUzMjQtZDVmNC00MzkxLWFkYWUtM2Q2OTA5Nzc0MGM0@thread.v2&messageId=0&language=en-US https://dialin.teams.microsoft.com/usp/pstnconferencing

RFQ #40100-50911 4

3. RESPONSE REQUIREMENTS

3.1. Response Contents: A response to this RFQ should address the following:

3.1.1. Mandatory Requirements: This section details the mandatory technical, functional, and experience requirements that must be demonstrated in the response to this RFQ in order to be passed on to Phase II of the Technical Response evaluation. A Respondent should duplicate and use RFQ Attachment A as a guide to organize responses for the Mandatory Requirements of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table.

This section is included in the State’s evaluation as to whether or not a Respondent meets mandatory qualifications (Phase I).

3.1.2. General Qualifications & Experience: This section is included in the State’s evaluation of Phase II of the Technical Response Evaluation and details general information and qualifications that must be demonstrated in the response to this RFQ. A Respondent should duplicate and use RFQ Attachment B as a guide to organize responses for this portion of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table.

3.1.3. Technical Qualifications, Experience & Approach: This section is also included in the

State’s evaluation of Phase II of the Technical Response Evaluation and details technical qualifications, experience, and approach items that must be demonstrated in the response to this RFQ. A Respondent should duplicate and use RFQ Attachment C as a guide to organize responses for this portion of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table.

3.1.4. Cost Proposal:

3.1.4.1. If included as part of this solicitation, then the Cost Proposal must be recorded on an exact duplicate of RFQ A

3.1.4.2. ttachment D, Cost Proposal. Any response that does not follow the instructions included in RFQ Attachment D may be deemed nonresponsive.

3.1.4.3. A Respondent must only record the proposed cost exactly as required by the RFQ Attachment D, Cost Proposal and must NOT record any other rates, amounts, or information.

3.1.4.4. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period.

3.1.4.5. A Respondent must sign and date the Cost Proposal.

3.1.4.6. A Respondent must submit the Cost Proposal to the State in a sealed package separate from the Technical Response.

3.2. Response Delivery Location

A Respondent must ensure that the State receives a Response to this RFQ no later than the Response Deadline time and dates detailed in the RFQ § 2, Schedule of Events. All responses must be delivered to:

Josh Polk Central Procurement Office Tennessee Tower, 3rd Floor 312 Rosa L. Parks Ave, Nashville, TN 37243

p. 615-741-8852

RFQ #40100-50911 5

Joshua.Polk@tn.gov

3.3. Response Format

3.3.1. A Respondent must ensure that the original response meets all form and content requirements detailed within this RFQ.

3.3.2. A Respondent must submit original Technical Response and Cost Proposal documents and copies as specified below.

3.3.2.1. One (1) original Technical Response paper document labeled:

“RFQ # 40100-50911 TECHNICAL RESPONSE ORIGINAL”

and five (5) digital copies of the Technical Response each in the form of one

(1) digital document in “PDF” format properly recorded on its own otherwise blank, standard CD-R recordable disc or USB flash drive labeled:

“RFQ # 40100-50911 TECHNICAL RESPONSE COPY”

The digital copies should not include copies of sealed customer references, however any other discrepancy between the paper Technical Response document and any digital copies may result in the State rejecting the proposal as non-responsive.

3.3.2.2. One (1) original Cost Proposal paper document labeled:

“RFQ # 40100-50911 COST PROPOSAL ORIGINAL”

and one (1) copy in the form of a digital document in “PDF/XLS” format properly recorded on separate, blank, standard CD-R recordable disc or USB flash drive labeled:

“RFQ # 40100-50911 COST PROPOSAL COPY”

In the event of a discrepancy between the original Cost Proposal document and the digital copy, the original, signed document will take precedence.

3.3.3. A Respondent must separate, seal, package, and label the documents and copies for delivery as follows:

3.3.3.1. The Technical Response original document and digital copies must be placed in a sealed package that is clearly labeled:

“DO NOT OPEN… RFQ # 40100-50911 TECHNICAL RESPONSE FROM

[RESPONDENT LEGAL ENTITY NAME]”

3.3.3.2. The Cost Proposal original document and digital copy must be placed in a separate, sealed package that is clearly labeled:

“DO NOT OPEN… RFQ # 40100-50911 COST PROPOSAL FROM

[RESPONDENT LEGAL ENTITY NAME]”

3.3.3.3. The separately, sealed Technical Response and Cost Proposal components may be enclosed in a larger package for mailing or delivery, provided that the outermost

RFQ #40100-50911 6

package is clearly labeled:

“RFQ # 40100-50911 SEALED TECHNICAL RESPONSE & SEALED COST

PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]”

3.4. Response Prohibitions: A response to this RFQ shall not:

3.4.1. Restrict the rights of the State or otherwise qualify the response to this RFQ;

3.4.2. Include, for consideration in this procurement process or subsequent contract negotiations, incorrect information that the Respondent knew or should have known was materially incorrect;

3.4.3. Include more than one response, per Respondent, to this RFQ;

3.4.4. Include any information concerning costs (in specific dollars or numbers) associated with the Technical Response;

3.4.5. Include the respondent’s own contract terms and conditions (unless specifically requested by the RFQ); or

3.4.6. Include the respondent as a prime contractor while also permitting one or more other respondents to offer the respondent as a subcontractor in their own responses.

3.5. Response Errors & Revisions

A Respondent is responsible for any and all errors or omissions in its response to this RFQ. A Respondent will not be allowed to alter or revise its response after the Response Deadline time and dates as detailed in RFQ § 2, Schedule of Events, unless such is formally requested in writing by the State (e.g., through a request for clarification, etc.).

3.6. Response Withdrawal

A Respondent may withdraw a response at any time before the Response Deadline time and date as detailed in RFQ § 2, Schedule of Events, by submitting a written signed request by an authorized representative of the Respondent. After withdrawing a response, a Respondent may submit another Response at any time before the Response Deadline time and date as detailed in RFQ § 2, Schedule of Events.

3.7. Response Preparation Costs

The State will not pay any costs associated with the preparation, submittal, or presentation of any response. Each Respondent is solely responsible for the costs it incurs in responding to this

RFQ.

RFQ #40100-50911 7

4. GENERAL INFORMATION & REQUIREMENTS

4.1. Communications

4.1.1. Respondents shall reference RFQ #40100-50911 in all communications relating to this solicitation, and direct any such communications to the following person designated as the Solicitation Coordinator:

Josh Polk Central Procurement Office Tennessee Tower, 3rd Floor 312 Rosa L. Parks Ave, Nashville, TN 37243

p. 615-741-8852 Joshua.Polk@tn.gov

The State will convey all official responses and communications related to this RFQ to the potential respondents from whom the State has received a Notice of Intent to Respond (refer to RFQ Section 1.3.).

4.1.2. Potential respondents with a handicap or disability may receive accommodation relating to the communication of this RFQ and participating in the RFQ process. Potential respondents may contact the RFQ Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in RFQ § 2, Schedule of Events.

4.1.3. Unauthorized contact about this RFQ with other employees or officials of the State of Tennessee may result in disqualification from contract award consideration.

4.1.4. Notwithstanding the foregoing, potential Respondents may also contact the following as appropriate:

4.1.4.1. Staff of the Governor’s Office of Diversity Business Enterprise may be contacted for assistance with respect to available minority-owned, woman-owned, service-disabled veteran-owned, businesses owned by persons with disabilities and small business enterprises as well as general public information relating to this request; or

4.1.4.2. The following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations:

Helen Crowley Department of General Services Central Procurement Office William R. Snodgrass TN Tower – 3rd Floor Nashville, TN 37243 Helen.Crowley@tn.gov

(615) 741-3836

4.2. Nondiscrimination

No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a contract pursuant to this solicitation or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion (subject to Tenn. Code Ann. §§ 4-21-401 and 405), sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this solicitation shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

RFQ #40100-50911 8

4.3. Conflict of Interest

4.3.1. The State may not consider a proposal from an individual who is, or within the past six

(6) months has been, a State employee. For these purposes,

4.3.1.1. An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid;

4.3.1.2. A contract with or a proposal from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal from the employee; and

4.3.1.3. A contract with or a proposal from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six months has been, a State employee shall not be considered a contract with or a proposal from the employee and shall not constitute a prohibited conflict of interest.

4.3.2. This RFQ is also subject to Tenn. Code Ann. § 12-4-101—105.

4.4. Respondent Required Review & Waiver of Objections

4.4.1. Each potential respondent must carefully review this RFQ, including but not limited to, attachments, the RFQ Attachment H, pro forma Contract, and any amendments for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”).

4.4.2. Any potential respondent having questions and comments concerning this RFQ must provide such in writing to the State no later than the written “Questions & Comments Deadline” detailed in RFQ § 2, Schedule of Events.

4.4.3. Protests based on any objection shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the written “Questions & Comments Deadline.”

4.5. Disclosure of Response Contents

4.5.1. All materials submitted to the State in response to this solicitation become property of the

State of Tennessee. Respondents are cautioned not to provide any materials in response to this RFP that are trade secrets, as defined under Tenn. Code Ann. § 47-25-1702 and applicable law. By submitting a response to this RFP, the respondent acknowledges and agrees that the State shall have no liability whatsoever for disclosure of a trade secret under the Uniform Trade Secrets Act, as provided at Tenn. Code Ann. § 47-25-1701- 1709, or under any other applicable law. Selection for award does not affect this right.

By submitting a response, a Respondent acknowledges and accepts that the full contents and associated documents submitted in response to this request will become open to public inspection in accordance with the laws of the State of Tennessee. Refer to RFQ § 2, Schedule of Events.

4.5.2. The RFQ responses will be available for public inspection only after the completion of evaluation of the RFQ or any resulting solicitation which this RFQ becomes a part of, whichever is later.

4.6. Notice of Professional Licensure, Insurance, and Department of Revenue Registration

Requirements

4.6.1. All persons, agencies, firms or other entities that provide legal or financial opinions, which a Respondent provides for consideration and evaluation by the State as part of a response to this RFQ, shall be properly licensed to render such opinions.

RFQ #40100-50911 9

4.6.2. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent (and Respondent employees and subcontractors, as applicable) must hold all necessary, appropriate business and professional licenses to provide service as required. The State may require any Respondent to submit evidence of proper licensure.

4.6.3. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent must provide a valid, Certificate of Insurance indicating current insurance coverage meeting minimum requirements as may be specified by the RFQ.

4.6.4. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent must be registered with the Department of Revenue for the collection of Tennessee sales and use tax. The State shall not approve a contract unless the Respondent provides proof of such registration or provides documentation from the Department of Revenue that the Contractor is exempt from this registration requirement.

The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation. To register, please visit the Department of Revenue’s Tennessee Taxpayer Access Point (TNTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following:

https://tntap.tn.gov/eservices/_/#1

4.7. RFQ Amendments & Cancellation

4.7.1. The State reserves the right to amend this RFQ at any time, provided that it is amended in writing. However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential respondents to meet the deadlines and revise the RFQ Schedule of Events if deemed appropriate. If a RFQ amendment is issued, the State will convey it to potential respondents who submitted a Notice of Intent to Respond (refer to RFQ § 1.3). A response must address the final RFQ (including its attachments) as may be amended.

4.7.2. The State reserves the right, at its sole discretion, to cancel or to cancel and reissue this RFQ in accordance with applicable laws and regulations.

4.8. State Right of Rejection

4.8.1. Subject to applicable laws and regulations, the State reserves the right to reject, at its sole discretion, any and all proposals.

4.8.2. The State may deem as nonresponsive and reject any proposal that does not comply with all terms, conditions, and performance requirements of this RFQ. Notwithstanding the foregoing, the State reserves the right to seek clarifications or to waive, at its sole discretion, a response’s minor variances from full compliance with this RFQ. If the State waives variances in a response, such waiver shall not modify the RFQ requirements or excuse the Respondent from full compliance with such, and the State may hold any resulting vendor to strict compliance with this RFQ.

4.8.3. The State will review the response evaluation record and any other available information pertinent to whether or not each respondent is responsive and responsible. If the Solicitation Coordinator identifies any respondent that appears not to meet the responsive and responsible thresholds such that the team would not recommend the respondent for potential contract award, this determination will be fully documented for the record. (“Responsive” is defined as submitting a response that conforms in all material respects to the RFQ. “Responsible” is defined as having the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.)

4.9. Assignment & Subcontracting

https://tntap.tn.gov/eservices/_/#1

RFQ #40100-50911 10

4.9.1. The vendor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFQ without prior approval of the State. The State reserves the right to refuse approval, at its sole discretion, of any subcontract, transfer, or assignment.

4.9.2. If a Respondent intends to use subcontractors, the response to this RFQ must specifically identify the scope and portions of the work each subcontractor will perform (refer to RFQ Attachment B, Item B.14.).

4.9.3. Subcontractors identified within a response to this RFQ will be deemed as approved by the State unless the State expressly disapproves one or more of the proposed subcontractors prior to signing the Contract.

4.9.4. The Contractor resulting from this RFQ may only substitute another subcontractor for a proposed subcontractor at the discretion of the State and with the State’s prior, written approval.

4.9.5. Notwithstanding any State approval relating to subcontracts, the Contractor resulting from this RFQ will be the prime contractor and will be responsible for all work under the Contract.

4.10. Next Ranked Respondent

The State reserves the right to initiate negotiations with the next ranked respondent should the State cease doing business with any respondent selected via this RFQ process.

RFQ #40100-50911 11

5. PROCUREMENT PROCESS & CONTRACT AWARD

5.1. The complete vendor selection will be a two-part process: (1) Qualification of Technical

Responses; and (2) Review of Cost Proposals only. Cost Proposals will be gathered but not evaluated.

5.2. Qualification of Technical Responses: Technical Responses will be short-listed for further evaluation, analysis or negotiation if they are apparently responsive, responsible, and within the competitive range (“Competitive Range”). A Technical Response will be deemed within the Competitive Range based on the following criterion:

All Responses deemed qualifying for each category after the Technical Response score is totaled will be put in ordinal ranking (1 - the best-evaluated ranking). This RFQ will qualify and ordinally rank Respondents to award up to three (3) Master Contracts per Category.

For each category, the total evaluation score will determine the order rank to receive Work Orders. If the first Respondent isn’t available, then Work Order will go to the next ranked Respondent, and so on.

Phase I: The State will evaluate the Mandatory Requirements set forth in RFQ Attachment A on a pass/fail basis.

Phase II: Following the Phase I evaluation, the State will apply a standard…