Attachment_6.8_Pro_Forma.pdf

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF GENERAL SERVICES, CENTRAL PROCUREMENT OFFICE

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, acting by and through the Department of General Services, Central Procurement Office (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of Facilities Management Services (“FM Services”) as further defined in the "SCOPE."

The State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location

Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the Contract:

a. Definitions –

TERM DEFINITION

APPA The term “APPA” shall mean the organization formerly known as the Association of Physical Plant Administrators, which today is known as APPA: Leadership in Educational Facilities.

APPA Levels The term “APPA Levels” shall mean the standards promulgated by APPA relating to the different standards of maintenance, custodial, and grounds based on a five (5) point scale with an APPA Level of one (1) being the highest quality standard and an APPA Level of five (5) being the lowest quality standard. The term “APPA Levels” shall have the meaning as ascribed to it in Contract Attachment Q.

Baseline The term “Baseline” represents the actual annualized operating costs and levels of service or APPA Levels, including any third-party costs, incurred by the Participating Entity immediately prior to the PA Effective Date of a KPI or performance measure comparing current and prior period results. Notwithstanding anything to the contrary, the Baseline shall not include Major Maintenance or Capital Projects as set forth in Contract Section A.4.6.

Baseline Adjustment “Baseline Adjustment” refers to a mutually agreed modification to the Baseline that is required to maintain comparability of outcomes due to changes in operating costs, APPA service levels, service frequency, location, square footage, or other similar conditions.

Capital Project(s) The term “Capital Project” shall have the meaning as ascribed to this term in Contract Section A.4.6.d.

CMMS The acronym “CMMS” shall mean Contractor’s “computerized maintenance management system.”

Continuous Improvement Continuous Improvement means any initiative or project proposed by the Contractor to enhance existing processes, procedures, or services within the State of Tennessee’s Facility management program. Such projects may improve processes managed by either the Contractor or the State and must demonstrate measurable benefits, including increased efficiency, improved service quality, or cost savings in hard or soft dollars.

Continuous Improvement efforts must align with State objectives and be reviewed and approved by the Operational Governance Committee prior to implementation. See references in Contract Section B.2. Renewal Options and Attachment D Performance Management.

Contract The term “Contract” shall mean Statewide Contract #458 between the State and the Contractor for FM Services and which also governs any Participating Addendums signed by Participating Entities for FM Services provided by the Contractor.

Contractor Standards of Conduct Policy

A code of business ethics, that distinguishes acceptable versus unacceptable behavior, and that provides for the grounds or circumstances under which the Contractor may exercise the right of immediate termination without prior notice or corrective action. Please reference Contract Attachment G Employee and Business Conduct.

Contractor Management Fee

The term “Contractor Management Fee” shall mean the line item in the Operations Budget for the Contractor’s fee for providing FM Services to a Participating Entity. This fee shall be paid in twelve (12) equal installments each year during the Term, subject to quarterly and annual true-up in accordance with Contract Section C.3.j Financial True-Up.

Contractor Subcontract Those contracts by and between Contractor and a Subcontractor to provide services to a Participating Entity under Contract Section A.16.2.

Cost Savings Initiative Cost Savings Initiative means a proposal developed and presented by the Contractor to the Operational Governance Committee that identifies opportunities to reduce costs within the State of Tennessee’s Facility management program. The initiative must include supporting evidence or analysis demonstrating the potential for measurable hard-dollar savings (direct financial reduction) or soft-dollar efficiencies (time, resource, or productivity gains) resulting from implementation.

See reference in Contract Section A.8.d.

Daily Maintenance The term “Daily Maintenance” shall be defined as maintenance activities performed as part of normal, day-to-day Facility operations to maintain systems and equipment in operable condition. Daily maintenance includes labor, materials, and services with an individual cost not to exceed $25,000 per occurrence and is typically CMMS-generated. Daily maintenance may include but is not limited to replacement of consumables and wear parts, minor repairs or component replacement required to restore equipment to service, emergency operational repairs necessary to maintain continuity of operations, and repair or replacement of failed components where the underlying system remains intact.

Dedicated Employee The term “Dedicated Employee” means a Contractor or Subcontractor employee assigned to the State FM portfolio, whose time, duties, and responsibilities are limited solely to performing services under the State FM portfolio and are not shared with any other contracts, customers, or assignments outside of the State.

Desired Outcomes The term “Desired Outcomes” shall mean the State’s business goals for FM Services. This term shall also have the meaning as ascribed to it in Contract Attachment C Performance Standards.

Effective Date The term “Effective Date” shall have the meaning as ascribed to it in Contract Section B.1. and Attachment I Participating Addendum - Section 4.

EH&S Program The term “EH&S Program” shall mean the Contractor’s “Environmental Health & Safety” resource platform. This term shall also have the meaning as ascribed to it in Contract Attachment G Employee and Business Conduct.

ESCP The acronym “ESCP” shall mean the Engineering Services Compliance Program, which is an abstract of codes, laws, and regulations, as well as internal policies, which all properties in the managed portfolio are measured against on an annual basis.

Facility The term “Facility” shall mean the building, site, location, or grounds owned or leased by the State or a Participating Entity where FM Services will be performed.

FM Services Rate The term “FM Services Rate” shall have the meaning ascribed to it in RFP #32110-45825 Attachment 6.3 Cost Proposal and Scoring Guide.

FTE The term “FTE” shall mean the full-time equivalent employees of the Contractor who provide FM Services under a PA. This term shall also have the meaning ascribed to it in RFP #32110- 45825 Attachment 6.3 Cost Proposal and Scoring Guide.

Governance Structure The term “Governance Structure” shall have the meaning as ascribed to it in Contract Attachments F Relationship Management.

In-Scope Services The term “In-Scope Services” shall have the meaning ascribed to it in Contract Section A.11.

KPI The acronym “KPI” shall mean “key performance indicators,” which are the metrics used to measure or evaluate the Contractor’s performance against the Desired Outcomes and will be used to determine Contractor’s entitlement to at-risk fees as set forth in Contract Section C.

LGI The acronym “LGI” means the “locally governed institutions,” which includes Austin Peay State University, East Tennessee State University, Middle Tennessee State University, Tennessee State University, Tennessee Tech University, and the University of Memphis.

Major Maintenance Major Maintenance shall be defined in accordance with the Bylaws, Policy, and Procedure of the State Building Commission “SBC” as may be amended from time to time. The current policy can be found on the Office of the State Architect’s website:

https://www.tn.gov/content/tn/osa/general-information/policy---procedure.html

Minor Maintenance Minor Maintenance shall mean maintenance, repair, or renovation activities that do not meet the definition of Major Maintenance as established by the Bylaws, Policies, and https://www.tn.gov/content/tn/osa/general-information/policy---procedure.html

Procedures of the State Building Commission “SBC”, as may be amended from time to time. Minor Maintenance includes work that does not require SBC approval; does not materially alter the building’s structure, life-safety systems, or primary function; does not constitute a capital improvement, building addition, or system replacement as defined by SBC policy; and falls within the authority of the Owner or its designee to perform without formal SBC project classification.

Managed Contract(s) The term “Managed Contract” shall mean those contracts of the State or a Participating Entity that cannot be assigned to the Contractor but are needed by the Contractor to efficiently provide FM Services.

Objective(s) The term “Objective” or “Objectives” means a specific result that a person or system aims to achieve within a specific time frame or with available resources.

Onboarding The term “Onboarding” shall have the meaning as ascribed to these terms in Contract Section A.13.

Operations Budget The term “Operations Budget” shall consist of the categories of costs enumerated in RFP #32110-45825 Attachment 6.3 Cost Proposal and Scoring Guide and Contract Section C.3.b.

Notwithstanding anything to the contrary, the Operations Budget shall not include Major Maintenance or Capital Projects as set forth in Contract Section A.4.6.

Operational Governance Committee

The term “Operational Governance Committee” shall have the meaning as ascribed to it in Contract Attachment F Relationship Management.

Other Facilities Subcontractor Services/Supplies/Materials Costs

The term “Other Facilities Subcontractor Services/Supplies/ Materials Costs” shall mean the services, supplies, materials and any other Contractor costs budgeted as part of the Operations Budget required to perform other FM services for the Participating Entity, not covered by the Contractor.

PA The acronym “PA” shall refer to a “Participating Addendum”, which is a written agreement signed by the Contractor and a Participating Entity that sets forth the duties and responsibilities of a Participating Entity and the Contractor with respect to FM Services. A Model PA is set forth at Contract Attachment I – Model Participating Addendum.

Party or Parties The term “Party” or “Parties” shall mean the State, the Participating Entities, or the Contractor as their interests appear or as the context requires.

Participating Entity or Entities

The terms “Participating Entity” or “Participating Entities” shall mean any Tennessee State Agency or Authorized User, as defined in Section E.25. Statewide Contract, that enters into a Participating Addendum (or PA) against the Contract.

Performance Management Plan

The term “Performance Management Plan” shall have the meaning as ascribed to it in Contract Section A.3.3. and Contract Attachment D Performance Management.

Performance Standards The term “Performance Standards” shall mean the established measures of success that support and are aligned with the Objectives.

Potential In-Scope Services The term “Potential In-Scope Services” shall mean the FM Services outlined in Contract Section A.12.

Preventative Maintenance The term “Preventative Maintenance” shall mean planned and proactive maintenance activities performed at predetermined intervals to reduce the likelihood of equipment failure and unplanned downtime. Preventive Maintenance is performed before functional failure occurs and is based on manufacturer recommendations, industry standards, or asset management strategies. Preventative Maintenance is planned, recurring, and non-emergency in nature and may include scheduled inspections, testing, servicing, lubrication, and calibration;

adjustments or minor repairs identified during routine inspections; and maintenance tasks intended to preserve designed performance and reliability.

Pricing Model The term “Pricing Model” shall have the meaning as ascribed to it in RFP #32110-45825 Attachment 6.3 Cost Proposal and Scoring Guide.

Project Management/ Renovations

Managing projects that are considered Minor Maintenance or SBC-approved Major Maintenance projects which include renovations.

Reactive Maintenance Reactive Maintenance refers to maintenance activities performed in response to an unplanned equipment failure that results in partial or total loss of functionality. Reactive Maintenance is initiated after failure has occurred and is necessary to restore the asset to operational condition. This may include repair or replacement of failed components; major repairs or overhauls required due to unexpected breakdown;

emergency response work not addressed through Preventative or Daily Maintenance. It excludes planned system upgrades or capital replacements unless specifically authorized.

Remedial Maintenance The term “Remedial Maintenance” shall mean maintenance activities performed to correct identified deficiencies, faults, or performance issues before complete failure occurs, typically discovered through inspections, monitoring systems, alarms, or routine operations. This may include repairs resulting from fault detection, diagnostics, or operator observations; corrections made to prevent escalation into system failure; and non-emergency corrective actions not classified as Preventative or Reactive Maintenance as the asset remains operational at the time the issue is identified.

Requestor The term “Requestor” shall have the meaning as ascribed to it in Contract Section A.13.1.a.

Site Based Labor The term “Site Based Labor” shall mean the Total Employee Cash Compensation of the Employees who will be employed by the Contractor to perform FM Services.

Site Level/Local Operations The term “Site Level/Local Operations” shall have the meaning as ascribed to it in Contract Attachment F Relationship Management.

Statements of Objective The term “Statement of Objective” shall have the meaning ascribed to it in Contract Section A.3.1.

State Commercial Manager The term “State Commercial Manager” shall have the meaning as ascribed to it in Contract Attachment F Relationship Management.

State Fiscal Year Defined as beginning on July 1st and ending June 30th of each year.

STREAM The acronym “STREAM” shall mean the “State of Tennessee Real Estate Asset Management,” of the Tennessee Department of General Services.

Subcontractor The term “Subcontractor” shall mean a vendor, other than the Contractor, that is in direct contractual privity with the Contractor for the purpose of meeting one or more of Contractor’s responsibilities under this Contract or a PA and that are approved in writing by the Participating Entity.

TBR The acronym “TBR” shall mean the “Tennessee Board of Regents” system, which includes Tennessee community colleges and Tennessee colleges of applied technology.

Term The term “Term” shall have the meaning as ascribed to it in Contract Section B.1.

Terminated Contract(s) The term “Terminated Contract” or “Terminated Contracts shall have the meaning as ascribed to this term in Contract Section A.16.1.a.

Third Party Contracts The term “Third Party Contracts” shall mean those contracts of the State or a Participating Entity that are in existence immediately prior to the Effective Date. The term “Third Party Contracts” shall also have the meaning as ascribed to this term in Contract Section A.16.1.

Total Equitable Compensation

The term “Total Equitable Compensation” shall mean a compensation package for Transition Employees that, when evaluated in total, is reasonably comparable to their prior compensation and benefits and does not result in a material reduction due to the transition.

Transition Date The term “Transition Date” shall mean the date after the Transition Period when the Contractor starts providing the FM Services outlined in the PA. This term shall also have the meaning as ascribed to it in Contract Attachment I – Model Participating Addendum. – Section 5.

Transition Employees The term “Transition Employees” shall mean any State or Participating Entity employee who, as a result of the award or implementation of the Contract, separates from employment with the State or a Participating Entity and becomes employed by the Contractor or its subcontractor to perform Services under the Contract.

Transition Executive The term “Transition Executive” shall mean a Contractor representative with overall authority and accountability for all transition activities under this Contract and all PA’s awarded from this Contract. The Transition Executive serves as the primary executive liaison with the State and all Participating Entities for transitioning services from an incumbent contractor at Contract Execution, transitioning services to a successor contractor at Contract Expiration or Termination, and onboarding new Participating Entities to the Contract. The Transition Executive is responsible for ensuring transitions are properly resourced, aligned with contractual requirements, completed within State-approved timelines, and escalated as necessary to resolve risks, issues, or disputes.

Transition-In The term “Transition-In Plan” shall have the meaning as ascribed to it in A.3.5. Contract Transition Management and Contract Attachment E Transition Management.

Transition Out Plan/Transition Out

The term “Transition Out Plan” shall have the meaning as ascribed to it in A.3.5. Contract Transition Management and Contract Attachment E Transition Management.

Transition Period The term “Transition Period” shall have the meaning as ascribed to it in Contract Attachment E Transition Management.

Transition Period Costs The term “Transition Period Costs” shall mean costs incurred by the Contractor during the Transition Period.

Transition Team The term “Transition Team” shall have the meaning as ascribed to it in Contract Attachment E Transition Management.

A.3. Contract Framework and Background.

The Contractor shall provide FM Services in accordance with the terms of this Contract. This Contract is intended to be construed and applied consistently with the Revenue Procedure 2017- 13, 2017-6 I.R.B. 787, as the same may be amended and supplemented (“Rev. Proc. 2017-13”) and that the Contract will be amended, as necessary, to comply with the guidelines set forth in Rev. Proc. 2017-13 and, thus, to enable the Contract to be treated as a qualified management contract for applicable federal income tax purposes. Contractor agrees that it is not entitled to take, and that it will not advance, a tax position with respect to any Facilities managed by or for the Contractor pursuant to this Contract or any PA entered under this Contract, that is inconsistent with its role as a provider of FM Services to the State and the Participating Entities.

A.3.1. Desired Outcomes and Statements of Objective.

The Contractor shall provide FM Services that meet or exceed the Desired Outcomes and Statements of Objective. The Desired Outcomes that the Parties shall jointly work to achieve in the performance of this Contract are set forth in Contract Attachment C Performance Standards.

A.3.2. Performance Standards.

The Parties shall utilize Contract Attachment C Performance Standards throughout this Contract that links the Performance Standards to each of the State’s Desired Outcomes and Statements of Objective.

The Parties expect the Desired Outcomes to remain consistent with Contract Attachment C Performance Standards, but associated Statements of Objective, Performance Standards, and KPIs may vary based on the customer centric needs of each Participating Entity. Each Participating Entity’s specific Performance Standards are set forth in Contract Attachment I - Model Participating Addendum - Section 11 and Exhibit 2.

A.3.3. Performance Management.

The Performance Management Plan for tracking performance on certain metrics is set forth in Contract Attachment D.

A.3.4. Relationship Management Framework and Mechanisms.

A.3.4.1. Operational Governance Committee.

The Operational Governance Committee is established to provide structured oversight, strategic direction, and collaborative decision-making for the Contract. The committee is composed of key stakeholders including the Executive State Contract Manager, Operational State Contract Manager, Commercial State Contract Manager, a representative from the Central Procurement Office (CPO), the designated Contractor Director, and, at the State’s discretion, the Participating Addendum (PA) Contract Managers for Participating Entities with PAs may be included. This cross-functional group ensures that all aspects of the Contract—operational, financial, and contractual—are being effectively managed and aligned with statewide objectives.

The committee will convene monthly during the first year of the Contract to closely monitor implementation, address transition issues, and establish baseline performance expectations.

After the first year, meetings will occur on a quarterly basis to review Contract performance, assess service delivery against Key Performance Indicators (KPIs) and Service Level

Agreements (SLAs), discuss budget and billing matters, evaluate proposed changes or amendments, and resolve escalated issues. These meetings also provide a forum for ongoing collaboration between the State and the Contractor, ensuring transparency, accountability, and continuous improvement in the delivery of facilities management services.

A.3.4.2. Site-Level/Local Operations Oversight Board.

The Site-Level/Local Operations Oversight Board is responsible for the direct oversight and management of facilities management services at the individual PA level. This board is composed of the PA Contractor Manager (representing the Contractor) and the PA Contract Manager (representing the Participating Entity participating under the PA). Together, they provide localized leadership and ensure the effective day-to-day execution of Contract services specific to their agency or Facility portfolio.

The board meets at a frequency specified within each PA (daily, weekly, monthly, etc.), which may vary based on the size, complexity, and operational needs of the participating agency.

During these meetings, the PA Contract Manager and PA Contractor Director review service delivery performance, discuss open work orders or service tickets, monitor adherence to SLAs and KPIs, address site-specific issues or escalations, and coordinate on any upcoming operational changes. These meetings also serve as a forum for continuous improvement, ensuring the Contract remains responsive to the unique needs of each site or agency.

A.3.4.3. Roles and Responsibilities of Key Operational Governance Executives.

The following is a description of key roles related to governance of the Contract. The Parties shall designate the individuals assigned to the roles outlined herein no later than thirty (30) days after the date of the Contract. The State reserves the right to change the responsibilities and positions of its team members, including combining or eliminating such positions, in its sole discretion.

When changes in leadership occur, the State and Participating Entities will endeavor to provide timely prior notice of the upcoming change and an introduction to the replacement individual assigned to the role.

(1) Executive State Contract Manager (State-Assigned) The Executive State Contract Manager serves as the highest-level authority for the Contract. This position provides executive leadership, strategic direction, and centralized oversight for the implementation, performance, and compliance of the Contract across all participating entities. The Executive State Contract Manager acts as the primary escalation point and chairs the Operational Governance Committee. Specific responsibilities may include, but not be limited to, the following:

(a) Provide executive-level leadership and direction of this Contract to ensure consistent, effective service delivery across all participating agencies;

(b) Chair the Operational Governance Committee, leading quarterly meetings to review contract-wide performance, address systemic issues, and guide strategic decisions;

(c) Maintain direct engagement with Contractor Director to resolve escalated issues, ensure accountability, and drive continuous improvement; and

(d) Oversee overall Contract compliance, track performance against KPIs and SLAs and resolve escalated risks or deficiencies as necessary.

(2) Operational State Contract Manager (State-Assigned)

The Operational State Contract Manager serves as the primary day-to-day point of contact for the Contract. This role is responsible for managing the operational relationship with the Contractor, overseeing Contract execution, coordinating with Participating Entities, and ensuring Contract compliance. The Operational State Contract Manager also serves as the first point of escalation for contract-related issues. Specific responsibilities may include, but not be limited to, the following:

(a) Providing liaison activities and guidance with Contractor's corporate executive leadership regarding the strategic needs of State;

(b) Maintain and manage the operational relationship with the Contractor, ensuring adherence to Contract terms, SLAs, and performance standards;

(c) Working with various staff and organizations within State’s corporate structure regarding Contractor’s service delivery;

(d) Developing standard reporting and communication requirements between Contractor and various staff and organizations within State’s corporate structure;

(e) Track key deliverables, reports, and Contractor obligations on a statewide level;

(f) Conduct regular performance reviews and facilitate issue resolution;

(g) Participating in the resolution of escalated issues according to the escalation procedures described in and in accordance with the terms of Contract Section A.10.;

(h) Review and approve all proposed Subcontractors and any changes to the Contractor’s delivery model in accordance with Contract terms and ensure subcontractors meet required qualifications and performance expectations;

(i) Reviewing Contractor’s reports regarding its compliance with its obligations under this Contract, including, without limitation, procurements under Contract Section E.13.;

(j) Managing State’s conduct of audit activities;

(k) Timely approving (or declining) and overseeing all contract-related policies and procedures; and

(l) Serve as the primary point of contact for Participating Addendum Contract Managers, ensuring alignment of Contract practices, performance expectations, and issue resolution across agencies.

(3) Commercial Manager (State-Assigned)

The Commercial State Contract Manager is responsible for the financial and contractual integrity of the Contract. This role represents the State’s interests in managing Participating Entity and Contractor compliance with Contract and PA terms and conditions such as expenditures, pricing adjustments, billing, Contract modifications, operations budgets, KPIs, performance measures, Baselines, and Baseline Adjustments.

Specific responsibilities may include, but not be limited to, the following:

(a) Ensuring each Participating Entity has an annual Operations Budget (as defined in Contract Section C.3.);

(b) Support Participating Entities and Contractor in resolution of any invoice discrepancies and payments.

(c) Review and approve annual operations budgets, KPIs, Baseline, and/or any adjustments thereto once mutually agreed upon between the Contractor and Participating Entity.

(d) Provide timely reports to Operational Governance Committee of Contract non-compliance by the Contractor or Participating Entity; and

(e) Developing and assisting with negotiations related to all amendments, Memorandums of Understanding (MOU), PA Modifications (as described in Contract Section A.13.3. PA Modifications), and updates to this Contract that are required during the Term and coordinating with other State functions as required (i.e., legal, finance, tax, etc.).

(4) CPO Representative (State-Assigned)

The CPO Representative will be a representative from the Central Procurement Office and will not have any functional oversight of the Contract. The CPO Representative will serve as an advisor and procurement subject matter expert to the Operational Governance Committee and shall receive all Quarterly Usage Reports from the Contractor.

(5) Contractor Director (Contractor-Assigned)

The Contractor Director will have executive responsibility for the Contract on behalf of Contractor and serve as the single point of contact on behalf of Contractor for the performance, management, leading, coordination and oversight of the following:

(a) Managing the overall relationship regarding the Contractor and State;

(b) Managing the successful transition of this Contract to operational status;

(c) Fulfilling Contractor’s obligations under this Contract;

(d) Working with State’s governance team to establish, manage and meet commitments, requirements and expectations;

(e) Working with State’s managers to align the delivery of Services with the strategic needs of State; such activities will be performed in conjunction with the State Contract Manager;

(f) Informing State about new corporate capabilities and developments within Contractor’s organization and proposing ideas and solutions that will provide ongoing benefit to State;

(g) Working with the State Contract Manager to manage and meet commitments, requirements and expectations;

(h) Managing Contractor’s service delivery to facilitate State’s stated business requirements and business objectives;

(i) Establishing and executing the account management disciplines, business management processes and associated reporting;

(j) Providing prompt identification and resolution of Service delivery issues;

(k) Managing overall resource levels in accordance with State’s resource requirements;

(l) Directing the communication forums for the account;

(m) Interfacing with the State Contract Manager on performance issues; and

(n) Staffing and leading the Contractor dedicated team and variable support resources.

(6) Contractor Commercial Manager (Contractor-Assigned)

The Contractor Commercial Manager is a Contractor-assigned position responsible for overseeing all commercial and contractual aspects of the Contract, ensuring compliance, cost control, and value delivery for both the client and the contractor. Specific responsibilities may include, but not be limited to, the following:

(a) Manage budgets, forecasts, invoices, and cost reporting to ensure accurate financial performance tracking;

(b) Prepare, price, and negotiate Contract variations and scope changes in accordance with State procedures;

(c) Identify and mitigate commercial risks;

(d) Prepare commercial reports, performance summaries, and audit documentation as requested by the Operational Governance Committee or Participating Entity; and

(e) Ensure adherence to internal approvals and contribute to process and cost efficiency improvements.

(7) PA Contract Manager (Agency/Local/University POC-Assigned)

The Participating Addendum (PA) Contract Manager is responsible for the oversight and operational management of the facilities management services PA specific to the State Agency or other identified Participating Entity. The PA Contract Manager serves as the primary point of contact between their organization and the Contractor and ensures that Contract terms are followed, services are delivered in accordance with the agreed-upon standards defined in the PA, and budgetary parameters are met. Specific responsibilities include, but are not limited to:

(a) Serve as the primary liaison between the agency and the Contractor for all matters related to the PA;

(b) Ensure the Contractor’s activities comply with the terms, conditions, and scope of the PA;

(c) Establish and monitor Contractor’s performance against KPIs and SLAs;

(d) Manage and document any changes to the scope of work, amendments, Memorandum of Understanding (MOU) ), or PA Modifications (as described in Section 14, PA Modifications, of Contract Attachment I - Model PA);

(e) Oversee the day-to-day operations of facilities management services within the agency’s facilities;

(f) Facilitate regular meetings with the Contractor to review performance, address issues, and plan future work;

(g) Ensure that work orders, preventive maintenance, and emergency responses are executed appropriately;

(h) Monitor Contractor compliance with safety, environmental, and labor regulations;

(i) Identify and escalate any compliance risks or Contract breaches for resolution;

(j) Track expenditures and ensure Contract services are delivered within the approved budget;

(k) Validate and approve Contractor invoices in accordance with Contract terms and actual service delivery;

(l) Maintain accurate financial records related to Contract performance and expenditures;

(m) Prepare regular reports on Contract performance, financial status, and compliance issues for the Operational Governance Committee;

(n) Support audits and internal reviews by providing necessary documentation and analysis; and

(o) Address and resolve service deficiencies, performance issues, or disputes on the PA level with the Contractor in a timely and professional manner.

A.3.4.4. State Discretion over Contractor Representatives.

(1) The Contractor shall obtain the Operational Governance Committee’s advance approval of the Contractor’s Operational Governance Committee representatives, such approval not to be unreasonably withheld.

(2) The Contractor shall obtain the Operational Governance Committee’s approval before transferring or reassigning any of the Contractor’s Operational Governance Committee representatives to another, such approval not to be unreasonably withheld.

(3) The Operational Governance Committee may require the Contractor to dismiss or reassign any Contractor employee assigned to the Contract portfolio, who, in the Committee’s sole discretion, is not adding appropriate value to the Contract or who hinders the effective delivery of services, except as prohibited by applicable law.

A.3.4.5. Updates to Performance Management Elements.

Desired Outcomes are consistent throughout the Term, while Objectives, Performance Standards, and Performance Measures may change due to the needs of the Participating Entity.

A.3.4.6. Approvals and Review.

Unless otherwise specified by this Contract, any approval needed by the Participating Entity shall be obtained at the Site Level/Local Operations level of the Governance Structure. The Contractor is encouraged to seek guidance or approval, unless otherwise specified in this Contract, at the Site Level/Local Operations level when possible. If the Contractor feels that additional review would be beneficial to the State with respect to FM Services, the Contractor shall have the right to seek review of any lower-level decisions by the Operational Governance Committee, with respect to review of decisions of the Site Level/ Local Operations.

A.3.5. Contract Transition Management

A.3.5.1. Transition Management.

The Contractor’s Transition Management Framework shall address Onboarding of Participating Entities and existing contracts or subcontracts of the Participating Entities, as set forth in Contract Attachment E Transition Management.

A.3.5.2. Right of First Refusal of Employment

(a) In the event of a Contract transition, the Contractor shall provide current personnel employed under the existing State of Tennessee Facility Management contract the right of first refusal for employment opportunities under this contract, in positions for which they are qualified. This right applies to individuals currently employed by the incumbent contractor who have been or will be adversely affected by the award of this contract, provided such employment is consistent with applicable State of Tennessee conflict-of-interest and employment policies.

(b) Within thirty (30) days after Contract award, the Operational Governance Committee shall provide the Contractor with a list of all incumbent contractor personnel identified as being adversely affected by the transition.

(c) The Contractor shall report to the Operational Governance Committee the names of individuals from this list who are hired within ninety (90) days after the start of Contract performance. This report shall be submitted no later than one hundred twenty (120) days after Contract performance begins.

A.3.5.3. Transition Plan.

The Contractor agrees to form a Transition Team to facilitate the orderly transfer of FM Services due to the termination, non-renewal, non-extension, or the award of a Contract for FM Services to a vendor other than Contractor pursuant to a subsequent procurement, or in the event these services will be performed by the Participating Entity. The requirements of the Transition-In and Transition Out Plan are set forth in Contract Attachment E Transition Management and address the following components:

(1) The structure of the Contractor’s proposed Transition Team, including the personnel roles responsible for planning, managing, and implementing the services transferred;

(2) The requirements for how the parties will handle personnel and resources during the Transition-In/Transition Out/transfer process;

(3) High-level desired timelines for the activities related to exiting the Contract or a PA, in whole or in part, including notice periods, transition periods, and final payment periods;

(4) High-level communication protocols or plans for external customers and stakeholders;

and

(5) The provision for performing a joint risk assessment and mitigation planning is part of the transition.

A.3.6. Employee and Business Conduct

Contractor shall adhere to the State of Tennessee’s Employee and Business Conduct policy as set forth in Contract Attachment G.

A.4. General Facilities Management Services.

In providing FM Services, the Contractor shall supply or cause to be supplied such services and goods as are usual and customary in the industry for the day-to-day operation of similar facilities, which include, but may not be limited to, the duties listed below in Contract Section A.4.1. with respect to each Facility. Minor additions or deletions to the scope of FM Services may be accomplished through the PA Modifications process as stated in Contract Section A.13.3. PA Modifications.

Material changes to the scope of FM Services shall require an amendment to this Contract or an amendment to a PA as the context requires. Each Participating Entity shall define the scope of services in each individual PA from the list below or additional as deemed necessary.

A.4.1. Operational Facilities Management Services. Optional FM Services include, but may not be limited to:

a. Interior and exterior Facility cleaning;

b. Landscape maintenance, grounds care and parking lot maintenance;

c. Refuse removal;

d. Vermin and pest control;

e. Snow and ice removal;

f. Preventative and Remedial Maintenance, including repair of all systems and structures;

g. Supply of all facilities-related consumables;

h. Other services and goods as are otherwise required under any lease;

i. Disaster Recovery Planning, in conjunction with (and subordinate to) the State's emergency planning, cooperating with the State in implementing, and managing the State's disaster recovery plan including an emergency action plan (or equivalent) for each Facility as requested by the State;

j. Recycling in accordance with local, State, and federal requirements;

k. Providing unarmed security;

l. Furniture, fixture, and equipment maintenance and repair;

m. Shipping and receiving/dock management;

n. Special events set up and coordination;

o. Move services;

p. Management of off-site warehousing;

q. Facilities reception services;

r. Access control and key management;

s. Parking lot maintenance and management; and

t. Project Management/Renovations

A.4.2. Remedial Maintenance. Remedial Maintenance includes, but may not be limited to:

a. Providing an electronic work order system to capture and track service;

b. Providing a 24/7 Service Response System, including a call center and web-based system;

c. Service requests and complaints (and any other defects that otherwise come to Contractor's attention through inspection or otherwise);

d. Maintaining appropriate records to document each request, complaint or other means of notice and showing the action taken;

e. Providing a system for before and after service follow-up, as applicable, with the affected tenant or occupant and the servicing Subcontractor, Contractor or third-party vendors;

f. For each service request, Contractor shall provide for the dispatch of appropriate and properly equipped service personnel in accordance with service level standards agreed upon by the Contractor, the State, or a Participating Entity;

g. Providing consistent emergency service effectiveness on a Facility-to–Facility basis. A service request shall be considered an "emergency" if it involves or threatens to involve injury to persons, material damage to property, inability to make productive use of the affected Facility, or is made by a designated group of people determined during the Transition Period; and

h. Interaction with the Participating Entity in rendering these services.

A.4.3. Operational Preventative Maintenance Program.

The Contractor shall develop, implement, and manage a long-term Preventative Maintenance program designed to maintain each Facility and its equipment, systems, fixtures, and contents in optimal working condition and to prevent failure, defect, or the accumulation of additional deferred maintenance.

A.4.4. Facility Inspections.

The Contractor shall conduct Facility inspections and utilize any resulting data to inform the Participating Entity about ongoing maintenance, Major Maintenance, and Capital Projects for the Facilities. Facility inspections shall be performed by the Contractor at such frequency as needed to maintain each Facility in a safe and optimal manner free of failure, defect, or the need for additional maintenance. The frequency and detail of these inspections will be as agreed to by the Parties. The Contractor shall also provide inspection data of all factors pertinent to each Facility and report such results in a Facilities Management system to be approved by the Participating Entity and in accordance with the Participating Entity Data Standards, as outlined in Contract Attachment I - Model Participating Addendum - Section 8, all of which shall materially adhere to the Contract Attachment H Template Data Standards.

A.4.5. Facilities Emergency Management Services.

In addition to the regular operational services provided by the Contractor under this Contract, the Contractor shall take whatever measures the Contractor believes, in the exercise of prudent judgment and at the State's expense, are necessary on an emergency basis to support general security and safety for each Facility, its tenants, and each person at a Facility, in accordance with the State’s emergency action plan (or equivalent). In the event expenses for providing these services exceed or are expected to exceed normal operating expenses, the Participating Entity’s Site Level/Local Operations manager (see Contract Attachment F Relationship Management) should be notified immediately to provide necessary approvals for these expenses. Additional requirements shall be jointly determined through the Governance Structure.

A.4.6. Daily Maintenance, Major Maintenance, and Capital Project Thresholds.

The monetary thresholds for distinguishing between Daily Maintenance, Minor Maintenance, and Capital Projects are as follows:

a. The Contractor is only required to obtain one (1) quote to award a contract to a vendor for Daily Maintenance. Daily Maintenance shall be maintenance that does not exceed twenty-five thousand dollars ($25,000.00). In performing Daily Maintenance, the Contractor shall apply its facility management expertise to identify and implement cost-effective solutions that achieve savings for the State. The Contractor shall use such expertise to evaluate whether the pricing received for Daily Maintenance is reasonable, cost-effective, and in the best interest of the State prior to awarding work based on the single quote.

b. For all Minor Maintenance projects with an estimated value between twenty-five thousand dollars ($25,000) and two hundred fifty thousand dollars ($250,000), the Contractor shall seek a minimum of three (3) competitive quotes when multiple qualified vendors that are available, propose alternative materials or methods, or offer creative or value-engineered options to reduce overall project costs.

These efforts shall be documented and submitted with each project proposal for review and approval by the Participating Entity prior to commencement of work.

(1) Capital Projects: A Capital Project includes any improvement to real property—such as fabrication, construction, repair, replacement, renovation, or refurbishment—or any related work that meets the definition of a Capital Project under the State Building Commission (SBC) Policy and Procedure. This includes, but is not limited to, any project with a total project cost exceeding two hundred fifty thousand dollars ($250,000.00). It is a Participating Entity’s responsibility to consult Item 2 (Jurisdiction) of the most current version of the SBC Policy and Procedure to determine if the Participating Entity’s Capital Projects are subject to the jurisdiction of the SBC. The current policy can be found on the Office of the State Architect’s website: https://www.tn.gov/content/tn/osa/general-information/policy---procedure.html . If further clarification is needed, a Participating Entity should contact the Contract Administrator. For Participating Entities whose Capital Projects are subject to the jurisdiction of the SBC, the Contractor, in coordination with the applicable Participating Entity, shall submit all proposed Capital Projects to STREAM or other relevant State Procurement Agency (“SPA”), as defined in Tennessee Code Annotated § 4-15-105(5), for review and determination.

Upon receipt and review of a proposed Capital Project, STREAM or the other relevant SPA, in its sole discretion, may:

a. Approve the Capital Project if SBC approval is not required under applicable law, policy, or procedure;

b. Submit the Capital Project to the SBC for review and approval, if required; or

c. Deny the proposed Capital Project.

No Capital Project subject to SBC jurisdiction shall proceed unless and until all SBC required approvals are obtained. All documentation of SBC approval must be maintained by the Participating Entity.

(2) For Participating Entities whose Capital Projects are not subject to SBC jurisdiction, the Participating Entity shall be solely responsible for defining and documenting its Capital Project submission and approval requirements within each applicable Participating Addendum.

A.5. Performance Metrics.

A.5.1. The State and Contractor shall jointly develop and conduct an annual review of Contractor's performance as part of the governance process. Results shall be tabulated by Contractor and submitted for review by State, or, if requested by State, Contractor shall request all such results to be sent directly to State from the Contractor (business unit leaders and employees).

A.5.2. Contractor's performance shall be measured using Key Performance Indicators ("KPI") which shall be established prior to the execution of a PA.

A.5.3. The Contractor shall review its performance against KPIs as stated in each PA or Attachment D, Performance Management, with each Participating Entity at least once annually during a business review. Participating Entities shall have the authority to request additional business reviews per year as specified in their PA.

A.6. Incidents Reporting/Management.

The Contractor shall assist the State in the management, response, and remediation to all incidents occurring at any Facility that result in property damage, physical injury or death, or when the threat of the foregoing or liability is perceived.

A.7. Insurance Matters.

A.7.1. The Contractor shall promptly investigate any damage or destruction to the Facilities or injury or death to persons and notify the Participating Entity . The Contractor shall also cooperate with any insurance company authorized by the State in connection the events giving rise to damage or destruction to the Facilities or injury or death to persons in connection with the Facilities.

A.7.2. The Contractor promptly shall notify the State’s Facilities department of any fire or other damage, whether within or outside the coverage of any insurance policies covering any Facility and, if directed by State, complete customary loss reports in connection with fire or other damage to any Facility.

A.8. Accounting.

Contractor shall provide the following accounting services to the State that are directly related to FM Services:

a. Accounts Payable Process.

(1) Provide full-service accounts payable support, including invoice coding, property level approval, processing, payment and recording of occupancy and capital related expenses (See Department of Finance and Administration, Policy 33: Accounting for Capital Assets).

(2) Subject to Tenn. Code Ann.