Informal_Solicitation_33501-267201_AE_Transcript_Evaluations_Final.pdf

Informal Solicitation # 33501-267201

For the provision of engineering transcript evaluations for the Tennessee Board of Architectural and Engineering

Examiners

Response Due Date: June 12, 2026, at 2:00 p.m. Central Time

Procurement Purpose The State of Tennessee, Department of Commerce and Insurance, Board of Architectural and Engineering Examiners (hereinafter referred to as the “Board”), has issued this Informal Solicitation with the intent to award one (1) contract for the provision of engineering transcript evaluation services.

The purpose of this procurement is to secure professional services to evaluate engineering academic transcripts and provide written evaluation reports to the Board.

For purposes of this Informal Solicitation, a “Respondent” is defined as any individual or legal entity that submits a response.

The estimated maximum liability for the resulting five-year contract is anticipated to be between $5,000.00. and $25,000.00.

Communications Respondents must direct all communications concerning this Informal Solicitation to the following person designated as the Solicitation Coordinator:

Chad Butler, Associate General Counsel Department of Commerce and Insurance

Office of Legal Counsel Davy Crockett Tower, 12th Floor

500 James Robertson Parkway Nashville, TN 37243

(615) 253-4790 ci.procurement@tn.gov mailto:ci.procurement@tn.gov

Informal Solicitation Schedule of Events

Event Event Description Time (Central Time Zone)

Date (all dates are State business days)

1. Informal Solicitation Released May 19, 2026

2. Written “Questions & Comments” Deadline

2:00 p.m. May 26, 2026

3. State Response to Written “Questions & Comments”

June 2, 2026

4. Informal Solicitation Response Deadline 2:00 p.m. June 12, 2026

5. State Completion of Technical Response Evaluations

June 23, 2026

6. Notice of Intent to Award June 24, 2026

7. Start of Open File Period 8:00 a.m. June 25, 2026

8. End of Open File Period 4:30 p.m.

July 2, 2026

9. State Sends Contract to Contractor for Signature

July 6, 2026

10. Contractor Signature Deadline July 10, 2026

11. Proposed Contract Start Date January 1, 2027

Informal Solicitation Response Procedures Responses to this Informal Solicitation must be completed and submitted via email to Chad Butler at ci.procurement@tn.gov by June 12, 2026, at 2:00 p.m. Central Time.

Paper copies of a response will not be accepted.

Steps to submitting a response:

1. Address all Informal Solicitation components in sequential order (i.e., Technical

Response and Evaluation Guide, Request for Quotes).

2. Clearly label the response to the Technical Response and Evaluation Guide, as follows: “Informal Solicitation #33501-267201 – Technical Response and Evaluation Guide”.

3. Clearly label the response to the Request for Quotes, as follows: “Informal Solicitation #33501-267201 – Request for Quotes”.

4. Submit the entire Informal Solicitation response in one (1) PDF labeled:

“[Respondent Legal Entity Name] Informal Solicitation #33501-267201”.

5. Email the PDF to the Solicitation Coordinator by the response deadline.

Informal Solicitation Response Components The Respondent must address all Informal Solicitation components and provide, in sequence, the required information and documentation. The Informal Solicitation components include: the Technical Response and Evaluation Guide (Attachment A) and the Request for Quotes (Attachment B). The Solicitation Coordinator will review the response to determine if the Respondent has fully responded to all Informal Solicitation components and requirements.

Informal Solicitation Response Evaluation The evaluation process is designed to award the contract resulting from this Informal Solicitation not necessarily to the Respondent offering the lowest cost, but rather to the Respondent that offers the best combination of attributes based upon the evaluation criteria that is deemed by the State to be responsive and responsible. (“Responsive Respondent” is defined as a Respondent that has submitted a response that conforms in all material respects to the Informal Solicitation. “Responsible Respondent” is defined as a Respondent that has the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.)

A review committee consisting of three (3) State employees will independently evaluate Informal Solicitation responses that are complete and meet all minimum requirements.

The Solicitation Coordinator will review Section A.1. to confirm that all Mandatory mailto:ci.procurement@tn.gov

Requirement Items are properly addressed. The committee will then independently score Sections A.2. and A.3. of the Technical Response and Evaluation Guide (Attachment A). This guide includes three (3) sections:

• Section A.1.: Mandatory Requirement Items

• Section A.2.: General Qualifications and Experience Items

• Section A.3.: Technical Qualifications, Experience, and Approach Items

Each section is evaluated according to the scoring rubric provided below.

Evaluation Category Maximum Points Possible

Mandatory Requirement Items (refer to Informal Solicitation Attachment A.1.) Pass/Fail

General Qualifications and Experience Items (refer to Informal Solicitation

Attachment A.2.)

Technical Qualifications, Experience, and Approach Items (refer to Informal

Solicitation Attachment A.3.)

The three (3) reviewers’ scores will be averaged to determine the Respondent’s final, overall score. The reviewers will then independently evaluate the Respondent’s overall score in conjunction with the Respondent’s response to the Request for Quotes (Attachment B). The Respondents deemed by the State to be responsive and responsible with the highest average scores and lowest quotes for service will be awarded the contract attached hereto as Attachment C.

This Informal Solicitation by the State does not create rights, interests, or claims of entitlement in any Respondent. The State reserves the right to reject any response. All contract award decisions are final. All contracts are subject to the availability of funds and approval by State offices.

All materials submitted in response to this Solicitation become the property of the State of Tennessee. Selection for award does not affect this right. After evaluations are complete, all submitted materials will be open for review by the public. By submitting a response, a Respondent acknowledges and accepts that all submitted contents and documents will be open for review by the public.

Attachment A:

Technical Response and Evaluation Guide

A.1. – Mandatory Requirement Items

The Respondent must address all Scored Items detailed below and provide, in sequence, the information and documentation as required. The Respondent must clearly label each response with the corresponding Item Number. The Solicitation Coordinator will review the responses to determine if the Mandatory Requirement Items are addressed as required and mark each item as pass or fail.

Respondent Name:

Item Number Scored Items Pass/Fail

1.

Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall cause to deliver goods or perform services under the contract has a possible conflict of interest (e.g., employment by the State of Tennessee) and, if so, the nature of that conflict.

NOTE: Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to cancel any award.

2.

Provide a current bank reference indicating that the Respondent maintains a satisfactory business relationship with the financial institution. Such reference must be written in the form of a standard business letter, signed, and dated within the past three (3) months.

3.

Provide proof confirming that the individual responsible for evaluating transcripts and preparing written evaluation reports for the Board holds a PhD in Engineering Science and possesses a minimum of ten (10) years of post-doctoral professional experience.

State Use –

Solicitation Coordinator Signature, Printed Name, & Date:

A.2. – General Qualifications and Experience Items

The Respondent must address all Scored Items detailed below and provide, in sequence, the information and documentation as required. The Respondent must clearly label each response with the corresponding Item Number. The members of the review committee will independently evaluate and assign one score for all responses.

Item Number

Scored Items

1.

Detail the name, e-mail address, mailing address, telephone number, and facsimile number, if applicable, of the person the State should contact regarding the response.

2.

Describe the Respondent’s form of business (i.e., individual, sole proprietor, corporation, non-profit corporation, partnership, limited liability company) and business location (physical location or domicile).

3.

Detail the number of years the Respondent has been in business.

4.

Briefly describe how long the Respondent has been providing the goods or services required by this Solicitation.

5.

Describe the Respondent’s number of employees, client base, and location of offices.

6.

Provide a statement of whether there have been any mergers, acquisitions, or change of control of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details.

7.

Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees, agents, independent contractors, or subcontractors, involved in the delivery of goods or performance of services on a contract pursuant to this Solicitation, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details.

8.

Provide a statement of whether, in the last ten (10) years, the Respondent has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If so, include an explanation providing relevant details.

9.

Provide a statement of whether there is any material, pending litigation against the Respondent that the Respondent should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this Solicitation or is likely to have a material adverse effect on the Respondent’s financial condition. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Respondent’s performance in a contract pursuant to this Solicitation.

NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions.

10.

Provide a statement of whether there are any pending or in progress Securities Exchange Commission investigations involving the Respondent. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it will impair the Respondent’s performance in a contract pursuant to this Solicitation.

NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions.

11.

Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this Solicitation (e.g., prior experience, training, certifications, resources, etc.).

12.

Provide a narrative description of the proposed project team, its members, and organizational structure to include an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this Solicitation.

13.

Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this Solicitation along with the estimated number of hours that each individual will devote to that performance. Follow the personnel roster with a resume for each of the people listed. The resumes must detail the individual’s title, education, current position with the Respondent, and employment history.

14.

Provide a statement of whether the Respondent intends to use subcontractors to meet the Respondent’s requirements of any contract awarded pursuant to this Solicitation, and if so, detail:

a) the names of the subcontractors along with the contact person, mailing address, telephone number, and e-mail address for each;

b) a description of the scope and portions of the goods each subcontractor involved in the delivery of goods or performance of the services each subcontractor will perform; and

c) a statement specifying that each proposed subcontractor has expressly assented to being proposed as a subcontractor in the Respondent’s response to this Solicitation.

15.

Provide a statement of whether or not the Respondent has any current contracts with the State of Tennessee or has completed any contracts with the State of Tennessee within the previous five (5) year period. If so, provide the following information for all of the current and completed contracts:

a) the name, title, telephone number and e-mail address of the State contact knowledgeable about the contract;

b) the procuring State agency name;

c) a brief description of the contract’s scope of services;

d) the contract period; and

e) the contract number.

16.

Provide a statement and any relevant details addressing whether the Respondent is any of the following:

a) is presently debarred, suspended, proposed for debarment, or voluntarily excluded from covered transactions by any federal or state department or agency;

b) has within the past three (3) years, been convicted of, or had a civil judgment rendered against the contracting party from commission of fraud, or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction;

violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

c) is presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed above; and

d) has within a three (3) year period preceding the contract had one or more public transactions (federal, state, or local) terminated for cause or default.

State Use –

Score (for all Section A.2. General Qualifications and Experience Items above;

maximum possible score is 30) =

Evaluator Identification:

Notes/Comments:

A.3. – Technical Qualifications, Experience, and Approach Items

The review committee will independently evaluate and score the response to each item.

The reviewer will use the following whole number, raw point scale for scoring each item:

0 = little value 1 = poor 2 = fair 3 = satisfactory 4 = good 5 = excellent

The Solicitation Coordinator will multiply the Item Score by the associated Evaluation Factor (indicating the relative emphasis of the item in the overall evaluation). The resulting product will be the item’s Raw Weighted Score for purposes of calculating the section score as indicated.

Respondent Name:

Item Number Scored Items Item Score Evaluation

Factor Raw Weighted

Score

1.

Provide a narrative that illustrates the Respondent’s understanding of the State’s requirements and expectations as outlined in the Pro Forma Contract Scope of Services.

2.

Provide a narrative that illustrates how the Respondent will complete the scope of services, accomplish required objectives, and meet the State’s requirements as outlined in the Pro Forma Contract Scope of Services.

Score calculation: The Total Raw Weighted Score will be divided by the Maximum Possible Raw Weighted Score and then multiplied by 70.

State Use –

Total Raw Weighted Score (Sum of Raw Weighted Scores above) =

Maximum Possible Raw Weighted Score (The sum of the Evaluation Factors above multiplied by 5) =

Score =

Evaluator Identification:

Notes/Comments:

Attachment B:

Request for Quotes Respondents must fill in the information below:

1. Respondent Signature:

2. Respondent Name & Title:

3. Respondent Legal Entity Name:

4. Date:

Provide a quote for the Services Description in the Amount column of the table below. Please note, the State will only consider reasonable rates that align with industry standards.

Services Description Amount (per compensable increment)

Engineering transcript evaluation & reporting $ ___________ per hour

Attachment C:

Pro Forma Contract The Pro Forma Contract details the State’s requirements:

Scope of Services and Deliverables (Section A);

Contract Term (Section B);

Payment Terms (Section C);

Standard Terms and Conditions (Section D); and, Special Terms and Conditions (Section E).

The Pro Forma Contract detailed in following pages of this exhibit contains some “blanks” (signified by red text in brackets) that will be completed with appropriate information in the final contract resulting from the Solicitation. Furthermore, the Pro Forma Contract below substantially represents the document that the successful Respondent must sign.

12-18-25 FA

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF COMMERCE AND INSURANCE

AND

[CONTRACTOR NAME]

This Contract, by and between the State of Tennessee, Department of Commerce and Insurance (“State”) and [Contractor Legal Entity Name] (“Contractor”), is for the provision of engineering transcript evaluation services for the Tennessee Board of Architectural and Engineering Examiners, 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.

A.2. Definitions.

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

a. “Board” means the Tennessee Board of Architectural and Engineering Examiners.

b. “Qualified Individual” means an individual who possesses a PhD in Engineering Science and a minimum of ten (10) years of post‑doctoral professional experience, and who holds all other credentials required to perform the services described in this Contract.

A.3. The Contractor shall provide a Qualified Individual to perform the services required under this Contract.

A.4. All services performed by the Contractor and the Qualified Individual shall be carried out in accordance with Tenn. Comp. R. & Regs. 0120-01-.10, Tenn. Code Ann. § 62-2-101 et seq., all other applicable federal and state laws, rules, and regulations, and at the direction of the Board.

A.5. The Qualified Individual shall review and evaluate transcripts for candidates who graduated from engineering programs of four (4) years or more that are not accredited by the Accreditation Board for Engineering and Technology (“ABET”) or its predecessor, to determine whether such programs are substantially equivalent to ABET-accredited programs.

A.6. The Contractor or the Qualified Individual shall provide the Board with written reports identifying any deficiencies in the curricula reviewed and include a recommendation regarding whether the program is equivalent to an ABET-accredited program, within the time frame determined by the Board.

A.7. 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.8. 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 for the period beginning on January 1, 2027 (“Effective Date”) and ending on [Date], (“Term”). The State shall have no obligation for goods delivered or services provided by the Contractor prior to the Effective Date.

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)

Engineering transcript evaluation and reporting $ ___________ per hour

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:

Tennessee Department of Commerce and Insurance Attention: Accounts Payable 500 James Robertson Parkway

Nashville, Tennessee 37243 CIaccounts.Payable@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: Department of Commerce and Insurance, Board of

Architectural and Engineering Examiners;

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;

mailto:CIaccounts.Payable@tn.gov

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.

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:

Glenn Kopchak, Executive Director Department of Commerce and Insurance, Board of Architectural and Engineering Examiners 500 James Robertson Parkway

Nashville, TN 37243 Email Glenn.Kopchak@tn.gov Telephone # 615-741-9129

The Contractor:

[Contractor Contact Name & Title] [Contractor Name] [Address] [Email Address] Telephone # [Number] FAX # [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 mailto:Glenn.Kopchak@tn.gov

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 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, 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. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties.

D.15. Independent Contractor.

The Parties shall not act as employees, partners, joint venturers, or associates of one another.

The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party.

D.16 Patient Protection and Affordable Care Act.

The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.

D.17. Limitation of State’s Liability.

The State shall have no liability except as specifically provided in this Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other legal theory that may arise under this Contract or otherwise. The State’s total liability under this Contract (including any exhibits, schedules, amendments or other attachments to the Contract) or otherwise shall under no circumstances exceed the Maximum Liability. This limitation of liability is cumulative and not per incident.

D.18. Limitation of Contractor’s Liability.

In accordance with Tenn. Code Ann. § 12-3-701, the Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section.

D.19. Hold Harmless.

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

In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the State in any legal matter, as the right to represent the State is governed by Tenn. Code Ann. § 8-6-106.

D.20. HIPAA Compliance.

As applicable, the State and Contractor shall comply with obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Technology for Economic and Clinical Health (“HITECH”) Act and any other relevant laws and regulations regarding privacy (collectively the “Privacy Rules”). The obligations set forth in this Section shall survive the termination of this Contract.

a. Contractor warrants to the State that it is familiar with the requirements of the Privacy Rules, and will comply with all applicable requirements in the course of this Contract.

b. Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers required by the Privacy Rules, in the course of performance of the Contract so that both parties will be in compliance with the Privacy Rules.

c. The State and the Contractor will sign documents, including but not limited to business associate agreements, as required by the Privacy Rules and that are reasonably necessary to keep the State and Contractor in compliance with the Privacy Rules. This provision shall not apply if information received or delivered by the parties under this Contract is NOT “protected health information” as defined by the Privacy Rules, or if the Privacy Rules permit the parties to receive or deliver the information without entering into a business associate agreement or signing another document.

d. The Contractor will indemnify the State and hold it harmless for any violation by the Contractor or its subcontractors of the Privacy Rules. This includes the costs of responding to a breach of protected health information, the costs of responding to a government enforcement action related to the breach, and any fines, penalties, or damages paid by the State because of the violation.

D.21. Tennessee Consolidated Retirement System.

Subject to statutory exceptions contained in Tenn. Code Ann. §§ 8-36-801, et seq., the law governing the Tennessee Consolidated Retirement System (“TCRS”), provides that if a retired member of TCRS, or of any superseded system administered by TCRS, or of any local retirement fund established under Tenn. Code Ann. §§ 8-35-101, et seq., accepts State employment, the member's retirement allowance is suspended during the period of the employment. Accordingly and notwithstanding any provision of this Contract to the contrary, the Contractor agrees that if it is later determined that the true nature of the working relationship between the Contractor and the State under this Contract is that of “employee/employer” and not that of an independent contractor, the Contractor, if a retired member of TCRS, may be required to repay to TCRS the amount of retirement benefits the Contractor received from TCRS during the Term.

D.22. Tennessee Department of Revenue Registration.

The Contractor shall comply with all applicable registration requirements contained in Tenn. Code Ann. §§ 67-6-601 – 608. Compliance with applicable registration requirements is a material requirement of this Contract.

D.23. Debarment and Suspension.

The Contractor certifies, to the best of its knowledge and belief, that it, its current and future principals, its current and future subcontractors and their principals:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency;

b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;

c. are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed in section b. of this certification; and

d. have not within a three (3) year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default.

The Contractor shall provide immediate written notice to the State if at any time it learns that there was an earlier failure to disclose information or that due to changed circumstances, its principals or the principals of its subcontractors are excluded, disqualified, or presently fall under any of the prohibitions of sections a-d.

D.24. Force Majeure.

“Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the Party except to the extent that the non-performing Party is at fault in failing to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this Contract. Except as set forth in this Section, any failure or delay by a Party in the performance of its obligations under this Contract arising from a Force Majeure Event is not a default under this Contract or grounds for termination. The non-performing Party will be excused from performing those obligations directly affected by the Force Majeure Event, and only for as long as the Force Majeure Event continues, provided that the Party continues to use diligent, good faith efforts to resume performance without delay. The occurrence of a Force

Majeure Event affecting Contractor’s representatives, suppliers, subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this Contract. Contractor will promptly notify the State of any delay caused by a Force Majeure Event (to be confirmed in a written notice to the State within one (1) day of the inception of the delay) that a Force Majeure Event has occurred, and will describe in reasonable detail the nature of the Force Majeure Event.

If any Force Majeure Event results in a delay in Contractor’s performance longer than forty-eight

(48) hours, the State may, upon notice to Contractor: (a) cease payment of the fees for the affected obligations until Contractor resumes performance of the affected obligations; or (b)…