Event_13832_Terms_and_Scope_AAR_Fern_and_Helene.pdf

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Invitation to Bid (ITB)

For After Action Report and Improvement Plan for Winter Storm Fern and Tropical Storm Helene for TEMA

Event # 13832

1. Section 1 -- Background Information

1.1. Tennessee Emergency Management Agency is seeking a contractor(s) to complete comprehensive After Action Review to evaluate operational performance, strengthen intergovernmental coordination, and enhance preparedness for future large scale flooding and wind events. The scope is further defined in the agreement between the State and the Contractor that sets forth the scope and additional terms and conditions that is signed in conjunction with this ITB (the “Contract”). The Contract and ITB may be referred to collectively as the ITB.

The Contract maximum liability is estimated at around $250K.

1.2. Accommodation for People with Disabilities. Any individuals with disabilities who wish to participate in public meetings such as a scheduled pre-response conference or other scheduled function should contact the Solicitation Coordinator to discuss any auxiliary aids or services needed. Such contact should be made no less than three (3) business days prior to the public meeting to allow time for the Solicitation Coordinator to provide needed aids or services.

1.3. Questions and Comments. Each prospective Respondent must carefully review this ITB, including but not limited to, attachments, terms and conditions, and any amendments, for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called "questions and comments"). Protests based on any objection to the ITB 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.

Any prospective Respondent having questions and comments concerning this ITB must provide them in writing to the Solicitation Coordinator. All questions must be submitted no later than 2:00 p.m. Central, March 22, 2026

1.4. Responses Due. The response must be received by the State on or before the date and hour designated for the response opening. Responses that are submitted untimely shall be rejected.

2. Award Criteria

2.1. Option to Award by Line. The State may award a single contract for all line items to the respondent whose response meets the requirements and criteria in this ITB at the lowest cost.

Alternatively, the State may award a separate contract for each line item. Line item totals shall

Event 13832 Page 2 of 29 be calculated by multiplying the unit price by the line item quantity.

3. Standard Terms of the Solicitation

3.1. Respondent Registration. Pursuant to Tenn. Code Ann. § 4-56-105 all respondents must be registered prior to the issuance of a contract or a purchase order. Respondents can register online at the State of Tennessee Supplier Portal:

https://www.edison.tn.gov (please click the "Supplier Portal Home Page" button)

3.2. Respondent's Ability to Perform. The State shall have the right to require evidence of the respondent's ability to perform the services or deliver the goods required pursuant to the terms and conditions of this ITB.

3.3. Quality of Workmanship and Materials. Unit price responses are requested on goods or services that equal or exceed the specifications, unless the specifications limit the dimensions, brands, or model of goods or services. The absence of detailed specifications or the omission of detailed descriptions shall mean that only the best commercial practices and only first quality goods and workmanship shall be supplied.

3.4. Performance. The respondent who is awarded a contract will be responsible for delivering the goods or providing the services set out in this ITB. All goods or services are subject to inspection and evaluation by the State.

3.5. Clarifications. The State reserves the right to conduct clarifications or negotiations with one or more respondents. All communications, clarifications, and negotiations shall be conducted in a manner that is fair and transparent.

3.6. Negotiations. The State may elect to negotiate by requesting revised Cost Proposals from apparently responsive and responsible respondents. However, the State reserves the right to award a contract on the basis of initial responses received. Therefore, each response should contain the respondent's best terms from a price and technical standpoint. The State reserves the right to conduct multiple negotiation rounds. If the State exercises its right to enter into negotiations, it may identify areas of a response that may require further clarification or areas in which it is apparent that there may have been miscommunications or misunderstandings as to the State's specifications or requirements. The State may seek to clarify those identified issues during negotiations. All responsive respondents will be given equivalent information with respect to cost negotiations. All cost negotiations will be documented for the procurement file.

Additionally, the State may conduct target pricing and other price or service level negotiations.

Target pricing may be based on considerations such as current pricing, market considerations, benchmarks, budget availability, or other method that does not reveal individual respondent pricing. During target price negotiations respondents are not obligated to meet or beat target prices, but will not be allowed to increase prices. All communications, clarifications and negotiations shall be conducted in a manner that supports fairness in response improvement.

Note that each clarification sought by the State may be unique to an individual respondent.

3.7. Response Cancellation and Rejection. The State may cancel this ITB in its entirety and reissue it in whole or in part.

The State may reject any or all responses in its sole discretion. Additionally, the State may reject a response that: (a) qualifies the offer to provide goods or services as required by this https://www.edison.tn.gov/

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ITB; (b) proposes alternative goods or services unless expressly requested by this ITB; (c) involves collusion, consultation, communication, or agreement among respondents; (d) includes information the respondent knew or should have known was materially incorrect; or

(e) does not comply with the terms, conditions, specifications, or performance requirements of this ITB.

After the State opens the responses, no price changes shall be permitted except pursuant to target pricing or best and final offer negotiations as specified in this ITB.

A Respondent must not submit a response as a prime contractor while also permitting one or more other Respondents to offer the Respondent as a subcontractor in their own responses.

Such may result in the disqualification of all Respondents knowingly involved. This restriction does not, however, prohibit different Respondents from offering the same subcontractor as a part of their responses (provided that the subcontractor does not also submit a response as a prime contractor).

3.8. Communications and Contacts. Prospective respondents must direct communications concerning this ITB to the following person designated as the Solicitation Coordinator:

Sharon Pope Department of General Services, CPO 312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville TN 37243-1102 615-741-9588 sharon.pope@tn.gov

Unauthorized contact about this ITB with employees or officials of the State of Tennessee except as detailed in this ITB may result in disqualification from consideration under this procurement process. Notwithstanding the foregoing, respondents may alternatively contact:

Staff of the Governor's Office of Diversity Business Enterprise for assistance available to minority-owned, woman-owned, service-disabled veteran owned, businesses owned by persons with disabilities and small businesses as well as general, public information relating to this ITB (visit https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /go-dbe/about-us.html for contact information); and

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, and associated federal regulations:

Helen Crowley Department of General Services, CPO 312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville, TN 37243-1102 615-741-1035 Helen.Crowley@tn.gov

3.9. Responses Submitted by Mail. If submitting a response by mail: (1) all prices must be typed or written in ink on the "Line Details" portion of this ITB; (2) any corrections, erasures, or other alterations to prices must be initialed by the respondent; and (3) the response shall be manually signed by the respondent in ink. Each individual response must be returned in a separate envelope package or container and must be properly labeled on the outside referencing the applicable event number and the response opening date. Responses should be mailed in a properly labeled sealed envelope to the following address:

Bidder Services Department of General Services, CPO https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-dbe/about-us.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-dbe/about-us.html mailto:Helen.Crowley@tn.gov

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312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville, TN 37243-1102.

Failure to comply with these requirements may result in rejection of the response.

3.10. Respondent Certification. By signing or electronically submitting the response, the respondent agrees to the terms and conditions of this ITB and certifies that all goods or services included in the response meet or exceed the Scope or Specifications of this ITB. The respondent agrees that, if it is awarded a contract, it will deliver goods or services that meet or exceed the specifications in this ITB.

3.11. Exceptions or New Terms or Conditions. Exceptions to terms and conditions or new terms and conditions proposed by the respondent that vary from this ITB may, in the discretion of the State, render the response nonresponsive. A response deemed nonresponsive will not be considered for an award of a contract.

3.12. Conflict of Interest. The State shall not consider a response from an individual who is, or within the past six (6) months has been, a State employee. For purposes of this ITB:

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

b. A contract with or a response 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

c. A contract with or a response from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six (6) 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.

3.13. Specifications Govern. Brands or model numbers identified in the specifications of this ITB are deemed to meet all written specifications. In the event of a conflict between specified brands and models and the written specifications, the conflict shall be resolved in favor of the written specifications.

3.14. Firm Offer. The response constitutes a firm offer that is irrevocable for ninety (90) days. An award of a contract shall, subject to necessary State approvals, be binding on the respondent without any further action by the respondent.

3.15. F.O.B. Destination. Respondent's prices shall include delivery of all items F.O.B. destination or as otherwise specified by the State.

3.16. Tax Exemption. The State of Tennessee is exempt from local, state, and federal excise taxes.

These taxes shall not be included in respondent's prices. The successful respondent shall pay all taxes lawfully imposed on it with respect to any goods or services delivered in accordance with this ITB.

3.17. Prompt Pay Discount. Any prompt pay discounts offered by respondents shall be extended to all authorized users of the contract.

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3.18. Fixed Discount or Surcharge. The percent discount or surcharge per line item must be fixed for the contract's term.

3.19. On-site Inspection. All respondents should visit the site to take exact measurements and examine the premises to become familiar with any problems or unusual circumstances. No allowances will be made by the State for errors in quotations due to any respondent not visiting the site prior to submitting their response. Respondents shall be responsible for their own measurements.

3.20. Used Equipment. When this ITB authorizes offers of used items, no used item is acceptable if serial numbers or any other manufacturer's identifying label or markings have been removed, obliterated, or changed in any way.

3.21. Tennessee Contractor License. Respondents shall be properly licensed as of the date it files a response to this ITB and shall provide evidence of compliance with all applicable provisions of the Contractors Licensing Act of 1994, Tenn. Code Ann. § 62-6-101, et seq. in providing the specified information within this ITB. Any response that does not comply with Tenn. Code Ann.

§ 62-6-119, when applicable, shall be rejected.

3.22. Purchase of Materials for Highways or Roadways. Respondents must comply with Tenn.

Code Ann. § 54-5-135 when purchasing materials used for highway or road construction, resurfacing, or maintenance.

3.23. Energy Star Products. Any goods ordered by the State must be Energy Star certified and meet applicable Energy Star specifications for energy efficiency.

3.24. Safety of Chemical Products. All respondents awarded a contract must maintain, for all of its chemical products available under this Contract, a Safety Data Sheet ("SDS") on the chemical manufacturer's website. A site operated by or on behalf of the manufacturer or a relevant trade association is acceptable so long as the information is accessible to the public, free of charge.

3.25. Professional Licensure. 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 a part of a response to this ITB, shall be properly licensed to render such opinions. Upon submitting the response, the respondent (and respondent employees and subcontractors, as applicable) must hold all necessary or appropriate business or professional licenses to provide the goods or services as required by the contract. The State may require any respondent to submit evidence of proper licensure.

3.26. Department of Revenue Registration. Respondent must be registered with the Tennessee

Department of Revenue for the collection of Tennessee sales and use tax. The State shall not award 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 ITB. 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 https://tntap.tn.gov/eservices/_/#1

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3.27. Prohibition of Illegal Immigrants. Any respondent awarded a contract shall comply with Tenn. Code Ann. § 12-3-309 and submit semi-annual attestations to the State.

3.28. Inspection of Procurement File. All respondents have the right to inspect the procurement file, prior to award, upon completion of the evaluation by the Central Procurement Office.

Interested respondents should contact the Solicitation Coordinator following the response opening date or once the file is open for the seven (7) day inspection period. A "Notice of Intent to Award" letter will be sent to all respondents detailing which respondent(s) has been recommended for award and the evaluated award amount(s). Upon request, a reasonable opportunity to inspect the procurement file will be provided to the respondent.

3.29. Protest by Respondent. Pursuant to Tenn. Code Ann. § 12-3-514, any actual respondent may protest. Please refer to the Central Procurement Office's website to obtain a copy of the protest procedures and protest bond requirements or contact the sourcing analyst or category specialist at 615-741-1035. The website for the Central Procurement Office is as follows:

https://www.tn.gov/generalservices/procurement.html. If a written protest and a protest bond are not received by the end of the seven-day period to protest then the Solicitation Coordinator will proceed with the contract award.

4.0. Certified Business Reporting. As applicable, the Contractor shall assist the State by providing, as requested, a monthly report of participation in the performance of this Contract by businesses certified by the Governor’s Office of Business Initiatives and Development (“GO- BID”). Such reports shall be provided to the State utilizing the GO-BID software (accessible online at the following: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-bid.html) or in other format as may be requested by the State.

https://www.tn.gov/generalservices/procurement.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-bid.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-bid.html

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CONTRACT

BETWEEN THE STATE OF TENNESSEE,

TENNESSEE EMERGENCY MANAGEMENT AGENCY

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Tennessee Emergency Management Agency (TEMA) (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of the After Action Reports (AAR) and Improvement Plan (IP), as further defined in the "SCOPE." 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.

In response to the catastrophic impacts of Tropical Storm Helene (DR-4832-TN) and Winter Storm Fern (DR-4898-TN) (the “Disaster”), the State of Tennessee is seeking a Contractor to complete comprehensive After Action Review to evaluate operational performance, strengthen intergovernmental coordination, and enhance preparedness for future large-scale flooding and wind events.

Tropical Storm Helene struck Tennessee in late September 2024, bringing historic flooding, destructive winds, and widespread devastation, particularly across Northeast and East Tennessee. The storm, intensified by a preceding frontal system, caused rivers including the Nolichucky to overflow violently, inundating mountain communities and damaging critical infrastructure. Counties including but not limited to Washington, Carter, Unicoi, Johnson, Greene, and Cocke were among the most affected, with extensive road and bridge damage prompting long-term closures and detours. The storm also led to significant agricultural losses, estimated between $300 million and $1.12 billion, and caused one of the highest hurricane-related death tolls in the region's history.

Given the scale and complexity of Tropical Storm Helene’s impacts, Tennessee needs a comprehensive After Action Review (AAR) process—not only to evaluate the response to this Disaster but to strengthen preparedness for future incidents.

Similarly, following Winter Storm Fern’s widespread utility disruption and infrastructure damage, Winter Storm Fern struck Tennessee in late January 2026, resulting in large amounts of ice and widespread devastation of utility infrastructure, impassible roads, and downed trees across more than 50 counties.

A robust AAR framework will allow state agencies, local governments, and emergency responders to systematically assess what worked, what failed, and where coordination or communication broke down in both events. This process should include input from affected communities, integrate data from multiple sectors (infrastructure, agriculture, public health), and result in actionable recommendations.

A.2. TEMA seeks a qualified experienced Contractor to assess state level response activities and develop individual After Action Reports (AAR) and an overarching Improvement Plan (IP) for the emergency response incident:

1) designated incidents (DR-4832-TN, DR-4898-TN);

At a minimum, the Contractor shall provide a process that shall involve the following:

Information/Data Collection and Analysis

- Reviews of existing documentation for the incident

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- Interviews with participants from all departments and levels involved in the incidents

- Hotwashes, structured interviews, focus groups, and partner workshops capturing perspectives from field incident command, county/local EMAs, ESFs, State agencies, private-sector lifeline owners/operators, VOADs/NGOs, healthcare, education, transportation, law enforcement, fire/EMS, 9-1-1/PSAPs, and federal partners.

- Reviews of after-action and hot wash documents

- Analysis of collected data to identify overarching trends, shortfalls, and success stories

After Action Reports (AAR)

- Conduct a formal after-action review process for the incident by assessing and validating capabilities, documenting strengths, and addressing areas for improvement.

- Develop a draft After Action Report (AAR) for the incident to be reviewed by TEMA.

- Finalize the After Action Report (AAR) based on input received

- Assess what worked, what didn’t, and why—covering command and coordination, information management, resource support, logistics/supply chain, mutual aid, situational awareness, interoperable communications, public information, mass care, health and medical, debris management, and finance/recovery interface.

- Conduct root-cause and contributory-factor analysis (people, process, policy, technology, authorities/resources). Identify cross-cutting issues (e.g., staffing surge, data interoperability, contracting agility, equitable service delivery, rural access).

- Map findings to Community Lifelines and other State-defined priorities, as applicable.

Improvement Plan (IP)

- Conduct a formal improvement planning process for state response efforts regarding the designated incident(s) incident. This is to be based on the AAR findings, addressing any strengths or capability gaps, and stakeholder involvement.

- Guide stakeholders through a feasibility assessment, prioritization process, role designation process, and collective agreement/consensus process for the identified correction actions

- Convert validated findings into SMART actions with owners, due dates, resource needs, dependencies, and performance measures for tracking.

- Develop a draft Improvement Plan (IP) to be reviewed by TEMA. This IP will consolidate the corrective actions for the incident. Additionally, identified corrective actions are to be organized using FEMA’s POETE process: planning, organization and structure, equipment and facilities, training, and exercise.

- Finalize the IP based on input received

This Scope has been developed to procure expertise and assistance with the After Action Reports (AAR) and Improvement Plan (IP). The goal of this project is to review all information from the Disasters and develop AAR and an IP for the time period.

The Contractor shall assess the State’s response to the designated Disasters (DR-4898-TN) and (DR-4832-TN). The assessment may include but is not limited to the following document review, online surveys, in person focus groups, or other methods recommended by the Contractor and approved by TEMA in writing. The Contractor shall deliver the completed AAR and an IP to assess response activities, documents and collect qualitative feedback and quantitative data, for review by TEMA. TEMA’s requested revisions shall be incorporated and the final After-Action Report and Improvement Plan shall be submitted within six (6) months of the Effective Date for review. TEMA shall provide Contractor approval of the final After Action Report and Improvement Plan in writing.

In addition, the Contractor shall provide schedules, agendas, participant lists, and read-aheads, deliver meeting notes and action items per TEMA timelines. Designate a Project Manager

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(primary POC) and a Lead Analyst (methods/quality). Provide status reports (daily/weekly as directed).

The Contractor shall meet the following requirements and obligations:

• Conduct gathering, analysis, investigation of incident actions and corresponding documentation, decisions, and actions taken.

• Assess and validate capabilities, strengths, and areas for improvements.

• For all documentation the Contractor will deliver the required AAR Report, which shall include an IP for both Fern and Helene in a format approved by the State in writing.

• Example Visuals to be included in deliverables o Operational timeline;

o Community Lifelines dashboard;

o Swimlane process maps;

o Information-flow/network diagram;

o Geospatial maps (damages, outages, shelters/commodities, debris zones, vulnerable populations); and o IP Gantt

Below is a non-exhaustive list of documents which the Contractor may have to review and address in order to prepare the AAR and IP:

• Tennessee Emergency Management Plan and supporting annexes

• State of Tennessee Mass Fatality Plan

• State of Tennessee Hazard Mitigation Plan - Hazards of Prime Concerns

• Situation Reports

• Incident Support Plans

• Meeting Minutes: Around-the-Room Briefs and County Coordination Calls

• After Action and Hotwash Notes

• IAPs/ICS forms (e.g., 201/202/203/204/205/214),

• EOC logs/WebEOC,

• Damage assessments,

• Shelter/feeding metrics,

• Resource ordering/commodity distribution,

• Debris operations,

• Critical infrastructure and utility reports,

• Finance/procurement/cost data,

• Public information/social media, and

• Partner AARs

Example Software capabilities to review and address:

• WebEOC

• Survey123 Applications

• Damage Assessment Dashboards

• Healthcare Resource Tracking Systems

• State Server and Virtual Telework Response Capabilities

Example Organizational structures (actions/information flow) to review and address:

• State Emergency Operations Center (SEOC)

• Logistics Operating Unit

• National Guard Joint Emergency Operations Center

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Example SEOC functions to review and address:

• Direction and Coordination

• Mission Coordination Center/Watch Point Functions

• Operation Section Functions o Infrastructure o Emergency Services o Human Needs

• Planning Section Functions o Documentation o Future Planning o Recovery o Public Information

• Logistics Section Functions

• Finance Section Functions

• Task Force Functions

The State has developed this Scope to fully address all emergency response actions taken, decisions made and ongoing activities. The Contractor to review these needs and delivers comprehensive after-action report documents per disaster, a consolidated improvement plan per disaster, and related tools, spreadsheets, data files, and other documents as appropriate for each disaster, that will allow for quality future planning and improvement in the overall program.

The Contractor may suggest additional options the State may be interested in subsequent scope of services including:

• Capture ongoing challenges and gaps for analysis;

• Develop outlines for recovery activities;

• Support implementation for return to work efforts;

• Track, monitor and report national best practices and lessons learned; and

• Monitor improvement planning activities.

Locations

• Tennessee Emergency Management Agency (TEMA)

3041 Sidco Drive Nashville, TN 37204

• Other locations statewide (as required)

The Contractor shall deliver the following:

• After Action Report (AAR) for designated both DR-4832-TN and DR-4898-TN;

o Interim Updates: Brief memos or dashboards summarizing coverage, emerging themes, preliminary recommendations.

o Deliver Internal (full) and Public-Release (redacted) AAR versions; provide an Executive Briefing Deck summarizing key findings, decisions, and actions.

o The AAR shall cover initial actions, organization, planning review, operations, finding support, and benchmarks against known actions elsewhere.

Executive summary; incident overview and timeline; objectives/scope;

methodology; operational analysis organized by lifelines/functional areas;

strengths; challenges; root-cause analysis; intergovernmental coordination;

logistics and supply chain; information management; equity/access;

finance/procurement/recovery interface; conclusions.

• Improvement Plan (IP) for State Response Efforts related to both DR-4832-TN and DR-4898-

TN

Event 13832 Page 11 of 29 o Specific, measurable, achievable, relevant, and time-bound actions with owners, due dates, resource needs, milestones, success metrics, and status fields.

Documents for Reference and guidance

• National Incident Management Systems (NIMS)

• National Response Framework

• National Recovery Framework

A.3. Documentation & Data Management

Contractor shall maintain a secure repository with version control/audit trails; use standardized naming; provide machine-readable datasets (CSV/XLSX) for quantitative inputs and the corrective action tracker; ensure deliverables do not depend on external systems outside State control; upon completion, surrender all documentation and data to TEMA. Establish protocols for handling sensitive operational information and PII; prepare redactions for public-release versions as approved by TEMA.

A.4. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be 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. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, 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 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, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, 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.

A.5. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State.

B. TERM OF CONTRACT:

This Contract shall be effective on DATE (“Effective Date”) and extend for a period of twelve (12) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

B.1. Renewal Options. This Contract may be renewed upon satisfactory completion of the Term. The

State reserves the right to execute up to two (2) renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months.

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B.2. Term Extension. The State may extend the Term an additional period of time, not to exceed one hundred-eighty (180) days beyond the expiration date of this Contract, under the same terms and conditions, at the State’s sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Written Dollar Amount ($Number) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor.

C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1.

a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A.

b. The Contractor shall be compensated based upon the following payment methodology:

Goods or Services Description Amount (per compensable increment)

After Action Report (AAR) for DR-4832 $ Number

Improvement Plan (IP) for State Response Efforts to DR-4832 $ Number each

After Action Report (AAR) for DR-4898 $ Number

Improvement Plan (IP) for State Response Efforts to DR-4898 $ Number each

C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel time, travel expenses, meals, or lodging.

C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above. Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address:

military.invoices@tn.gov

a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):

(1) Invoice number (assigned by the Contractor);

(2) Invoice date;

(3) Contract number (assigned by the State);

(4) Customer account name: Tennessee Emergency Management Agency;

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(5) Customer account number (assigned by the Contractor to the above-referenced Customer);

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

(8) Contractor contact for invoice questions (name, phone, or email);

(9) Contractor remittance address;

(10) Description of delivered goods or services provided and invoiced, including identifying information as applicable;

(11) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced;

(12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;

(13) Amount due for each compensable unit of good or service; and

(14) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in

Section A and in accordance with payment terms and conditions set forth in Section C;

(2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed;

(3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes; and

(4) Include shipping or delivery charges only as authorized in this Contract.

c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5.

C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced.

C.7. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided.

C.8. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.

C.9. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation.

a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form.

The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

Event 13832 Page 14 of 29

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the

Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party.

The State:

Alex Pellom, Chief of Staff Tennessee Emergency Management Agency 3041 Sidco Drive Nashville, TN 37204 Alex.Pellom@TN.gov Telephone # 615-741-1403

The Contractor:

Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number

All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required.

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate or suspend this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate or suspend this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates or suspends this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination or suspension date but shall not be entitled to compensation for any services performed subsequent to termination date or during a period of suspension. Should the State exercise its right to terminate or suspend this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all

Event 13832 Page 15 of 29 conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this

Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods.

Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.

D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract.

D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract.

The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee.

D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract.

a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment A, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request.

b. Prior to the use of any subcontractor in the performance of this Contract, and semi-annually thereafter, during the Term, the Contractor shall obtain and retain a current, Event 13832 Page 16 of 29 written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontractors shall be maintained by the Contractor and made available to State officials upon request.

c. The Contractor shall maintain records for all personnel used in the performance of this

Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.

d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date.

e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract.

D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this

Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.

D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.

D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision.