Informal_Solicitation_Land_Surveyors_Expert_Witness_33501-268101.pdf

Informal Solicitation 33501-268101 1

Informal Solicitation # 33501-268101

For the provision of expert review and witness testimony for the Tennessee Board of Examiners for Land Surveyors

Response Due Date: October 22, 2025, at 2:00 p.m. Central Time

Informal Solicitation 33501-268101 2

TABLE OF CONTENTS

Procurement Purpose

Communications

Informal Solicitation Schedule of Events

Informal Solicitation Response Procedures ......................................................... 4-5

Informal Solicitation Response Components

Informal Solicitation Response Evaluation .......................................................... 5-6

Attachment A: Technical Response and Evaluation Guide

A.1. Mandatory Requirement Items

A.2. General Qualifications & Experience Items ........................................... 8-10

A.3. Technical Qualifications, Experience & Approach Items

Attachment B: Request for Quotes

Attachment C: Pro Forma Contract

Informal Solicitation 33501-268101 3

Procurement Purpose

The State of Tennessee, Department of Commerce and Insurance, Tennessee Board of Examiners for Land Surveyors (hereinafter referred to as “the State”), has issued this Informal Solicitation with the intent to award up to two (2) contracts to qualified expert reviewers.

The purpose of this procurement is to obtain the services of licensed and experienced land surveyors to assist the Board in its regulatory oversight of the land surveying profession. Selected Contractors will provide expert analysis of complaint case materials, assess compliance with applicable laws and rules, and deliver written expert opinions.

When necessary, Contractors may also be required to provide testimony in administrative hearings conducted under the Tennessee Uniform Administrative Procedures Act.

This procurement ensures that the Board has access to impartial, technically sound, and timely expert evaluations to support its mission of protecting the public and upholding professional standards in land surveying. Contractors must meet eligibility criteria, including licensure in good standing, a minimum of ten years of professional experience, and a clean disciplinary history, to ensure the integrity and credibility of the services provided.

Communications

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

Chad Butler, Associate General Counsel Office of Legal Counsel Department of Commerce and Insurance Davy Crockett Tower, 12th Floor 500 James Robertson Parkway Nashville, TN 37243

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

Informal Solicitation 33501-268101 4

Informal Solicitation Schedule of Events

EVENT

TIME

(Central Time Zone)

DATE

(all dates are State business days)

1. Inform Solicitation Released September 30, 2025

2. Written “Questions & Comments” Deadline 2:00 p.m. October 6, 2025

3.

State Response to Written “Questions & Comments” October 8, 2025

4. Informal Solicitation Response Deadline 2:00 p.m. October 22, 2025

5.

State Completion of Technical Response Evaluations October 29, 2025

6. Notice of Intent to Award November 3, 2025

7. Open File Period November 12, 2025

8.

State Sends Contract to Contractor for Signature November 13, 2025

9. Contractor Signature Deadline November 18, 2025

10. Proposed Contract Start Date December 15, 2025

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 2:00 p.m. Central Time October 22, 2025.

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 #33501-268101 – Technical Response and Evaluation Guide”.

3. Clearly label the response to the Request for Quotes, as follows:

“Informal Solicitation #33501-268101 – Request for Quotes”.

Informal Solicitation 33501-268101 5

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

“[Respondent Legal Entity Name] Informal Solicitation #33501-268101”.

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, made up of three (3) State employees, will independently evaluate the Informal Solicitation responses that are complete and pass all minimum requirements.

The review committee will independently score each section of the Technical Response and Evaluation Guide (Attachment A). The Technical Response and Evaluation Guide is comprised of three (3) sections, including: Mandatory Requirement Items (Section A.1.), General Qualifications and Experience Items (Section A.2.), and Technical Qualifications, Experience & Approach Items (Section A.3.). These sections are evaluated according to the scoring rubric below.

EVALUATION CATEGORY MAXIMUM POINTS POSSIBLE

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

General Qualifications and Experience (refer to Informal Solicitation Attachment A.2.) 30

Informal Solicitation 33501-268101 6

Technical Qualifications, Experience & Approach (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 procurement offices.

Informal Solicitation 33501-268101 7

Attachment A:

Technical Response and Evaluation Guide

A.1. – Mandatory Requirement Items The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must clearly label each response with the corresponding item number. The Solicitation Coordinator will review the response to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail.

Respondent Name:

Item # 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 a statement confirming continuous residency in Tennessee for at least five (5) years as of January 1, 2025, and current residency in the state.

4.

Provide proof of an active land surveying license.

Solicitation Coordinator Signature, Printed Name & Date:

Informal Solicitation 33501-268101 8

A.2. – General Qualifications & Experience Items The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). 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.

Respondent Name:

Item # Scored Items

1.

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

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).

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

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

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.

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 Informal 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 Informal Solicitation.

Informal Solicitation 33501-268101 9

NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the

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 Informal Solicitation.

NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the

11.

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

12.

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

Informal Solicitation 33501-268101 10 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.

Score (for all Section A.2. Qualifications & Experience Items above):

(Maximum possible score=30)

Evaluator Identification:

Notes/Comments:

Informal Solicitation 33501-268101 11

A.3. – Technical Qualifications, Experience & 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 # 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 Scope of Services.

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 Scope of Services.

Provide a narrative describing the respondent’s qualifications, including years of experience in land surveying, areas of specialization or expertise, and familiarity with Tennessee laws and rules governing land surveyors.

Provide a statement confirming that the respondent has no history of involvement in any administrative or disciplinary proceedings concerning their professional or occupational license, as defined in the pro forma Scope of Services.

5.

Provide a statement indicating the respondent’s availability to perform services and willingness to travel within Tennessee, if applicable.

Total Raw Weighted Score:

(Sum of Raw Weighted Scores above)

Total Raw Weighted Score

___________________________________ X 70 = SCORE:

Maximum Possible Raw Weighted Score (i.e., 5 x the sum of the item weights above)

Evaluator Identification:

Notes/Comments:

Maximum possible score

Informal Solicitation 33501-268101 12

Attachment B:

Request for Quotes

Respondent Signature:

Respondent Name & Title:

Respondent Legal Entity Name:

Date:

Goods or Services Description Amount (per compensable increment)

Case review and preparation of all supporting documentation

$ ___________ per review

Formal hearing preparation

$ ___________ per hour

Expert witness testimony for formal hearing, including depositions

$ ___________ per hour

Informal Solicitation 33501-268101 13

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 below substantially represents the document that the successful Respondent must sign.

09-18-25 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 expert review and witness testimony for the Tennessee Board of Examiners for Land Surveyors, 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. “Tennessee Board of Examiners for Land Surveyors” or “Board” shall mean the board established under Tenn. Code Ann. § 62-18-103, located within the Tennessee Department of Commerce and Insurance.

b. “Uniform Administrative Procedures Act” or “UAPA” shall mean the act codified at Tenn.

Code Ann. § 4-5-101, which governs administrative procedures in the State of Tennessee.

A.3. The Contractor shall review and analyze complaint case materials and all relevant supporting documentation to develop expert opinions regarding compliance with all applicable laws and rules of the Board governing the professional licensure of land surveyors.

A.4. The Contractor shall provide testimony, as necessary or as requested by the State, concerning alleged violations of laws and rules related to the professional licensure of land surveyors. Such testimony shall be provided in hearings conducted pursuant to the UAPA.

A.5. The Contractor shall maintain all credentials necessary to perform services under this Contract, including but not limited to the following:

a. A minimum of ten (10) years of professional experience in the practice of land surveying;

b. No history of involvement in any administrative proceeding concerning the Contractor’s professional or occupational license (The term “involvement” shall mean any instance in which a professional or occupational license held by the Contractor has been subject to disciplinary or administrative action, including but not limited to: censure, suspension, revocation, cancellation, termination, probation, the imposition of a fine, voluntary surrender of a license to resolve an administrative matter, or being named as a party in an administrative or arbitration proceeding related to such a license.); and

c. Has maintained continuous residency in the State of Tennessee for at least five (5) years as of January 1, 2025, currently resides in Tennessee, and holds an active land surveying license in good standing issued by the State of Tennessee.

A.6. The Contractor shall submit a written expert opinion to the Board regarding the Respondent’s compliance with applicable laws and rules governing land surveyor licensure. This opinion must be submitted within forty-five (45) days of receiving the complaint file, unless an extension is granted in writing by the Executive Director prior to the expiration of the initial forty-five (45) day period.

A.7. Work under this Contract shall be assigned by the Executive Director of the Board or the

Executive Director’s designee based on the following considerations:

a. Whether the Contractor has an actual, potential, or perceived conflict of interest, as determined by the Executive Director;

b. The Contractor’s geographic proximity to the location where the work is to be performed;

c. The volume of work previously assigned to the Contractor, if any.

The State shall make reasonable efforts to assign work sequentially among all contractors, based on the order in which projects become available. However, nothing in this provision shall be construed as a guarantee of any specific volume of work. All work assignments shall remain at the sole discretion of the Executive Director or the Executive Director’s designee.

A.8. 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.9. 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 December 15, 2025 (“Effective Date”) and extend for a period of sixty (60) 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.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed twenty-five thousand dollars and zero cents ($25,000.00) (“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)

Case review and preparation of all supporting documentation

$ _______ per review

Formal hearing preparation

$ _______ per hour

Expert witness testimony for formal hearing, including depositions

$ _______ per hour

C.4. Travel Compensation. Compensation to the Contractor for travel, meals, or lodging shall be subject to amounts and limitations specified in the current “State Comprehensive Travel Regulations.” The State will compensate Contractor for such travel expenses only if they have been preapproved by the State in writing prior to the expenses being incurred.

The Contractor must include (in addition to other invoice requirements of this Contract) a complete itemization of requested travel compensation and appropriate documentation and receipts as required by the "State Comprehensive Travel Regulations." The payment methodology in Section C.3 and the Travel Compensation provided in Section C.4.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 or indirect costs incurred or to be incurred by the Contractor.

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, TN 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

Examiners for Land Surveyors;

(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.

mailto:CIaccounts.Payable@tn.gov

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 500 James Robertson Parkway

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

Fax # 615-741-1310

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.

mailto:Glenn.Kopchak@tn.gov

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 this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate 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 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 date. Should the State exercise its right to terminate 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…