CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF GENERAL SERVICES

CENTRAL PROCUREMENT OFFICE

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Department of General Services, Central Procurement Office (“State”), and Contractor Legal Entity Name (“Contractor,”) is for the provision of Managed Service Provider (“MSP”), 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: 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:

Account Manager MSP’s employee(s) assigned to service the State’s account.

Agency The various departments, institutions, boards, commissions, and agencies of the executive branch of government of the State of Tennessee with exceptions as addressed in Tenn. Comp. R. & Regs. 0690-03-01-.01.

Contingent Worker Individual employee of a Sub-Vendor selected for assignment by the End User.

CPO The Central Procurement Office.

End User Each Tennessee State Agency or an Authorized User- for which the Contractor provides goods or services under this Contract.

Managed Service Provider (or

“MSP”)

The Contractor.

Maximum Bill Rate The total bill rate (including any MSP Fee) that can be charged for a class title.

MSP Fee The percentage of the bill rate kept by the MSP. This amount is deducted from the rate received from the Sub-Vendor.

Projects-Based/Deliverables Staffing

Milestone, Independent Contractor (IC/1099) or fixed-bid-based project deliverables utilizing Sub-Vendors that are not billed on an hourly basis and are governed by a Statement of Work (SOW) document.

Rate Card An attachment to the Contract which lists the maximum amount that may be billed for each job title.

Subcontractor For the purposes of this Contract, Subcontractor means any third party engaged by the Contractor to perform any of the Contractor’s responsibilities or obligations under this Contract in place of the Contractor. The Contractor is not permitted to engage any Subcontractors under this Contract.

Sub-Vendor A Sub-Vendor means any individual or entity who is a member of the MSP’s Sub-Vendor Network and operates under the MSP’s employment of contractual arrangements.

Sub-Vendor Network The network of vendors engaged by the Contractor to provide

Contingent Workers to End Users under this Contract.

State Contract Administrator Contractor’s main point of contact at the CPO.

Staff Augmentation Program The organization, hiring, and managing of the State's Contingent

Workers.

Statement of Work (or “SOW”) A document that defines project-specific requirements, activities, deliverables and timelines, as requested by the End User.

Strategic Technology Solutions (or “STS”)

The Strategic Technology Solutions division of the Tennessee Department of Finance and Administration.

Sub-Vendor Neutral No preference given to any member(s) of the Sub-Vendor Network. Open positions are distributed to all members of the Sub-Vendor Network.

The Contractor (MSP) shall maintain a fair and non-discriminatory process for distributing open positions to all qualified Sub-Vendors within its network. The Contractor shall not give preference to any Sub-Vendor except as directed by the End User. Notwithstanding the foregoing, End Users may, at their discretion, request specific Sub-Vendors for assignments based on business needs

Vendor Management System (or “VMS”)

The online system which the MSP will use to perform the requirements of this Contract.

A.3. Summary of Services.

a. The purpose of this Contract is to establish a Managed Service Provider (“MSP”). The MSP will manage both the State’s Staff Augmentation Program and Projects-Based/Deliverables Staffing, which shall include without limitation the following responsibilities:

i. Establish and manage a Sub-Vendor Network for the Staff Augmentation Program and the Projects-Based/Deliverables Staffing. All Sub-Vendor Networks shall be Sub- Vendor Neutral. The Parties agree that the State is the intended third-party beneficiary of contracts between the Contractor and each Sub-Vendor, and that the Contractor’s agreements with Sub-Vendors shall identify the State as the intended third-party beneficiary thereof.

ii. Manage candidate sourcing while ensuring all rates for the Staff Augmentation

Program shall not exceed the established maximum bill Rate Card; and

iii. Provide ongoing administration of the MSP program.

b. The Contractor shall provide and ensure adequate on-site and remote staffing to manage the MSP program. At least one designated representative shall be physically located on-site and available to provide face-to-face support to End Users when necessary or upon request. Additional staff may work remotely as needed to fulfill program requirements

c. The Contractor shall provide a single VMS to automate and support the Staff

Augmentation Program and provide reporting in accordance with Section A.6.

d. The VMS functions shall include without limitation managing the distribution of job requisitions, submitting candidates, timekeeping, and reporting to the State. The VMS shall be fully developed by the Effective Date.

e. The Contractor shall facilitate such prescreening requirements (e.g., background, drug, credit, licenses) as are determined by the relevant End User to be necessary on a case-by-case basis. The Contractor shall communicate these requirements in the job posting within the VMS and ensure that candidates meet all prescreening criteria prior to placement with an End User. All costs and fees associated with prescreening shall be the responsibility of the Sub-Vendors. If the End User perform any prescreening checks directly, the Contractor shall coordinate reimbursement from the Sub-Vendor, provided that notice of such checks is given when the requisition is submitted.

In the event that a candidate is placed and later found to have failed required prescreening checks, the Contractor shall promptly coordinate corrective action, including candidate removal and replacement, at no additional cost to the End User. The Contractor shall ensure that the End User receives a full refund of any fees paid for that candidate.

f. The Contractor shall provide a plan to transition all existing projects and Contingent Workers currently providing services to the State to the VMS.

g. The Contractor shall, on a quarterly basis, convene Contract review meetings as outlined in

Section A.6.e. with the State to review the Contractor’s performance and service level metrics and report to the State the results of the customer satisfaction surveys as described at A.3.i, with such customer satisfaction metrics data separated by Staff Augmentation Program or the Statement of Work and by Sub-Vendor.

h. The Contractor shall assist the State in quantifying cost savings and identifying ongoing opportunities for additional savings throughout the Term of this Contract.

i. The Contractor shall establish customer satisfaction survey metrics to be completed on a quarterly basis for each Statement of Work and Sub-Vendor by the respective End User; the survey methodology must be approved by the State in writing.

j. The Contractor shall provide customer service between the hours of 7:00 am and 5:00 pm CT on weekdays and on an as-needed basis during non-standard business hours.

k. The Contractor shall incur the cost of any network and telecommunications infrastructure to facilitate receipt of any requisitions, time keeping, reporting, etc.

l. The Contractor, including its affiliates and subsidiaries, may not provide more than ten percent (10%) of the Contingent Workers for any Job Category, and not more than ten percent (10%) of the Contingent Workers for all Project-Based/Deliverables Staffing, requested under this Contract. Upon the State’s request, the Contractor must provide a list of its affiliates or subsidiaries and must notify the State of any changes to this list throughout the Term. This requirement does not limit the number of Contingent Workers a Sub-Vendor may provide, and Contingent Workers provided through payrolling arrangements are excluded from the ten percent (10%) cap.

m. The Contractor shall disclose all financial interests it holds in any of its Sub-Vendors. The

State reserves the right to include the participation of Sub-Vendors in which the Contractor has a financial interest in the Contractor’s total participation described in Section A.3.l.

above.

n. The Contractor shall provide the State with reasonable visibility into all mark-ups, fees, and pricing practices associated with contingent workers provided through the Contractor’s sub-vendor network. The Contractor may provide such information in a manner that protects confidential or proprietary vendor information, provided that the information supplied is sufficient for the State to verify the components of the bill rate, evaluate markup practices, and determine the portion of the bill rate paid to the contingent worker, retained by the sub-vendor, retained by the Contractor, or attributable to other costs or fees.

o. Requests by End Users for Contingent Workers in the information technology field require prior approval by STS. The Contractor shall return any unapproved request to the requesting Agency for corrective action.

p. Requests by End Users for Projects-Based/Deliverables Staffing in the information technology field require prior approval by STS. The Contractor shall return any unapproved SOW to the requesting Agency for corrective action.

q. Requests by End Users in the Executive Branch to fill an existing preferred service position require prior approval by the Department of Human Resources.

A.4. VMS Requirements

a. The Contractor shall provide a plan to implement the VMS within two (2) weeks of the

Effective Date with projected milestones, including the go-live date, as agreed upon by the State and Contractor. The Contractor shall report progress on the implementation and identify and resolve issues during the implementation. The VMS shall be accessible by End Users through the Internet and reside on a secure server with backup and recovery capabilities as specified in Section D.35.4.c.The VMS vendor is not authorized to host any Federal Tax Information, Centers for Medicare and Medicaid Services Information or Criminal Justice Information Services Information. The Contractor shall host the VMS and associated data;

the VMS and associated data shall not be hosted outside the continental United States.

b. The VMS shall accept requirements from the End User for both Staff Augmentation and

Statement of Work requests; provide those requirements to the Sub-Vendors; review, rate, and filter the candidates or proposals from the Sub-Vendors; send the highest rated candidates and proposals to the End User; capture timesheet information; and accurately invoice the End User.

c. The Contractor shall supply a VMS that includes the following processes, components, and attributes:

i. Sub-Vendor Recruitment and Sub-Vendor Performance;

ii. Work request (request for services both Staff Augmentation Program and Projects- Based/Deliverables Staffing) distribution in compliance with A.1.a.i.;

iii. Candidate submission and approval;

iv. Scalability and flexibility to unique End User needs;

v. Sub-Vendor on-boarding (process by which the Contractor brings Sub-Vendors into the VMS system);

vi. Timekeeping (including time input, approval/rejection, and alterations);

vii. Reporting (in accordance with Section A.4.); and,

viii. On-line search and query functions.

d. The Contractor shall provide VMS training for all End Users, Sub-Vendors, and Contingent Workers at no additional cost to the State.

e. The Contractor shall provide ongoing support and maintenance for the VMS.

f. The VMS shall store all VMS data for a minimum of five (5) years after date of final payment.

A.5. Quality Assurance

a. The Contractor shall demonstrate a high level of quality control standards and service to the

State.

b. Request of Contingent Workers: The Contractor shall respond to the End User requests through the VMS with a group of resumes. If the End User is not satisfied and feels that the resumes do not meet the requirements as stated in the requisition, the Contractor shall respond with a new group of resumes.

c. Evaluate Candidates: The End User has the right to review the quality of the candidates provided by the Contractor, including conducting skills assessments (phone interviews, face to face interviews, capabilities tests, etc.) of the candidates. If the End User determines that the candidate does not meet the skill requirements of the position, the End User has the right to reject the candidate. The End User may require the Contractor to provide another group of resumes from which the End User can choose another candidate.

d. Candidate Selection: The End User has the right to determine, within the first five (5) weeks of placement that the Contingent Worker does not have the skills or capabilities necessary to complete the job as requested in the original requisition. If the End User determines that the Contingent Worker does not have such skills or capabilities, the Contractor is required to replace the Contingent Worker immediately. If the End User makes this determination and notifies the Contractor within five (5) business days of placement, the Contractor shall not bill the End User for any of the Contingent Worker's services.

e. Contingent Worker Replacement: The State and/or the procuring End User shall be the sole determinant(s) of the quality of services provided by the Contingent Worker. The Contractor agrees to remove the Contingent Worker and replace at the Contractor's expense, Sub-Vendor personnel, whom the State and/or the procuring End User determines to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the procuring End User. If the End User makes this determination and notifies the Contractor within five

(5) business days of placement, the Contractor shall not bill the End User for any of the unacceptable Contractor or Sub-Vendor personnel's services.

f. Quarterly Review and Reporting: The Contractor shall convene a quarterly meeting to review the quality of service provided to the End Users by the Contractor. The State Contract Administrator and any State Agency representatives deemed necessary by the State Contract Administrator must be in attendance. Sub-Vendors may also be requested to attend a quarterly review meeting; failure to attend upon request is grounds for removal from the Sub-Vendor Network. During quarterly meetings, the State will score the Contractor on a variety of performance criteria, including, but not limited to, the Service Level Agreements (“SLA”) as outlined in Section A.8.

A.6. Reports

a. The Contractor is required to generate reports on a periodic basis and send these reports to the State along with recommendations for continuous process improvement.

b. The VMS technology and/or any other similar technology utilized to provide services under this Contract shall provide standardized reports. In order to produce these reports, the VMS technology shall track every step of the requisition process, individual Contingent Worker rates, and End User spend, and also must have a mechanism to track violations of End User compliance policies including Contract compliance and program rules compliance.

c. The Contractor shall measure and evaluate performance of all Sub-Vendors in the Sub-

Vendor Network on at least a semi-annual basis, with quarterly reporting to be provided as required by Contract Section A.6.e., for the State to determine which Sub-Vendors may continue to provide staffing services to the State. The Contractor shall provide a Sub-Vendor scorecard, which captures qualitative information such as feedback on Sub-Vendor customer service. The scorecard shall combine various data sources for a single consolidated performance report, real-time data availability via standard system reports, and real-time data availability via user-defined ad hoc reports.

d. The Contractor shall provide standard reports, in a State approved template, including, but not limited to, the following:

Reports Description Submittal Report Report showing number of requests each Sub-Vendor submitted a response to, including an interview to submittal ratio for each Sub-Vendor

New Contingent Worker Report

Report listing new Contingent Workers and their respective Sub-Vendors, including a hire to interview ratio

Sub-Vendor Scorecard Report

Reporting showing Sub-Vendor participation, including, but not limited to, requests to submittal ratio, interview to submittal ratio, hire to interview ratio, etc. The report shall also contain qualitative information such as feedback on Sub-Vendor customer service.

Cumulative Billing Report Report showing cumulative billing by Sub-Vendor, field, and Agency

Diversity Business Usage Report

Report showing percentage of Sub-Vendors that are Diversity Businesses that provided Contingent Workers for the report period

Performance Metric Quarterly Report

Quarterly Report showing performance metrics found in Section A.8

Projects Status Report Monthly Report showing all on-going Projects- Based/Deliverables Staffing and information including, but not limited to, initial start date, initial end date, current end date, initial fixed price of the project, change orders including updated fixed price of the project, achieved milestones, changes in Account Manager personnel, potential delays, etc.

Additionally, Contractor shall provide reports determined necessary in the SOW for each respective Projects- Based/Deliverables Staffing.

e. Reports are due to the Central Procurement Office in the first week following each quarter of the fiscal year during the Contract term. Reports shall be submitted electronically or by digital appliance in Microsoft Excel format. Additional reports may be requested in writing by the State Contract Administrator with a thirty (30) calendar day written notice to the Contractor.

The Contractor shall provide the following reports to the Central Procurement Office:

i. Usage Reports: In addition to a quarterly report of sales being required, reporting of cost savings, net purchases, and percentage diversity (minority-owned, women-owned, disabled veteran-owned, disabled-owned, and small business) of net purchases are required quarterly. Reports should be submitted to the contract administrator for the state in Microsoft Excel file format.

ii. Custom Reports: The awarded Contractor also agrees to provide custom/special reports, as requested periodically by the State, at no additional charge to the State.

The State’s Contract Administrator may request custom reports from time to time.

The Contractor shall indicate the flexibility of the reporting system and the ease of changing both format and components tracked.

iii. Report Format: Reports shall be provided in electronic format. All electronic reports must be submitted in Microsoft Excel format. Reports must include the ability to sort/summarize by account, Job Category classification and job code. The awarded Contractor agrees to provide all data requested in a flat file format as designated by the State Contract Administrator.

A.7. Performance Metrics

a. The Contractor shall meet or exceed the performance metrics listed below.

Performance Metric MSP Goal Performance

Target Description Calculation

Requisition Confirmation

Response time

4 business hours

92% or higher

Measures average response time from receipt of request to confirmation of request receipt.

Number of requisitions which received confirmation within 4 hours / total number of requisitions.

Resume Submittal

Response time

4 business days time from receipt of request to delivery of first candidate’s resume.

Number of requisitions which received first batch of resumes for review within 4 business days / total number of requisitions.

Normal Fill Rate

N/A

Measures Contractor’s ability to satisfactorily fulfill requisitions.

Indicates how many requisitions are open.

Total number of filled positions at month end / total number of corresponding requisitions in the same time period

Performance Metric MSP Goal

Performance Target Description Calculation

Normal Round 1 Fill Rate

95% or higher to satisfactorily fulfill requisitions within first round of resumes submitted to requestor (normal requisitions).

Total number of filled positions resulting from the first round of resumes / total number of requisitions filled.

Urgent Flagged

Submittal Response Time

2 business days time from receipt of URGENT request to delivery of first candidate’s resume.

Number of URGENT requisitions that received first batch of resumes for review within 2 business days / total number of URGENT requisitions.

Urgent Fill Rate to fulfill requisitions. Indicates how many requisitions are open.

Total number of URGENT filled positions at month end / total number of corresponding requisitions in the same time period

Urgent Round 1

Fill Rate

90% or higher to fulfill requisitions within first round of resumes submitted to requestor (URGENT requisitions).

Total number of URGENT filled positions resulting from the first round of resumes / total number of requisitions filled.

Attrition Rate

8% or lower

Measures Contingent Worker turnover due to unplanned situations that are not caused by the State, not including inadequate performance, death, serious illness, etc.

Number of unplanned turnovers / total number of Contingent Workers.

Performance Removal N/A 5% or lower

Measures Contingent Worker turnover due to inadequate resource performance.

Number of turnovers (due to inadequate performance) / total number of Contingent Workers.

Offering Opportunity to the

Network

30% or higher

Measure of how many resumes, provided to the State after requisition, are from the Contractor’s Sub-Vendor Network.

Total number of resumes provided to the State from Sub- Vendor resource pools / total number of resumes provided to the State.

Usage of Sub-vendor Network

Measure of how many Contingent Workers are provided through Sub-Vendor(s) not owned or affiliated with the

MSP.

Number of Contingent Workers provided through Sub-Vendor(s) not owned or affiliated with the MSP selected within period / total number of Contingent Workers selected within period.

Providing three

(3) compliant quotes for SOW projects

Measure of how many times Contractor provides at least three (3) compliant quotes for SOW projects.

Number of SOW projects receiving three (3) compliant quotes or more / total number of SOW projects quoted.

b. Corrective action meetings shall occur as required by the State to ensure the Contractor shall meet or exceed performance metric targets. The performance metric will be reviewed quarterly by the State Contract Administrator and State Agency representatives deemed necessary to identify any issues requiring immediate attention.

c. Once a final scorecard, which will include the above performance metrics, has been developed, the State Contract Administrator shall calculate a score for the Contractor’s overall performance. If the score is below the minimum threshold, the following actions shall be taken:

i. A discussion shall take place between the Contractor and the State Contract

Administrator. The Contractor shall be given a warning, and the State and the Contractor shall develop a corrective action plan, which shall require the Contractor to correct any problem areas within one (1) quarter.

ii. If a second quarterly review occurs with minimal or no improvement in the problem areas, the Contractor shall be placed on probation, and shall have one (1) additional quarter to improve its overall service score.

iii. The State reserves the right to terminate the Contract in accordance with Contract

Sections D.5. and D.6.

A.8. Continuity of Services

a. The Contractor shall, upon the State’s written notice:

i. Furnish phase-in, phase-out services for up to sixty (60) calendar days after this Contract expires or terminates, and

ii. Negotiate in good faith a plan with the State or a successor to determine the nature and extent of phase-in, phase-out services required.

b. The succession plan shall be subject to the State’s approval. Such plan shall specify a training program and a date for transferring responsibilities for each division of work detailed within the plan. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services detailed within this Contract are maintained at the required level of proficiency.

c. The Contractor shall allot as many personnel as practicable to remain on the job to assist the

State or the successor with ensuring the continuity and consistency of the services required under this Contract and SOWSs issued hereunder. The Contractor shall provide to the State and/or the successor all necessary personnel records and allow the successor to conduct on-site interviews with such Contingent Workers. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. If the Contingent Works are not agreeable to the change, the State may either continue these services in-house or may continue to utilize the services provided by the previous Contractor pursuant to this Contract.

A.9. Service and Account Management

a. The Contractor shall maintain an adequate service organization with local sales representation to cover the entire State of Tennessee.

b. The Contractor shall provide an Account Manager to interact with the State. Said Account Manager shall be familiar with this Contract and the End Users, and must be prepared to handle all service issues and billing inquiries promptly. The Account Manager shall assign an account number to each End User and ensure that Contract rates are attached accordingly.

The Account Manager shall be available Monday - Friday 7:00 am to 5:00 pm CT.

A.10. Projects-Based/Deliverables Staffing

a. The Contractor shall provide staffing needs for Projects-Based/Deliverables Staffing not to exceed one million dollars ($1,000,000.00), as outlined in Section A.11.a.

b. Through this Contract, State agencies shall have access to professional services for projects that include tasks such as analysis, planning, design, development, testing, upgrades, maintenance, installation, and integration.

c. This Contract shall not be used to procure any of the following:

i. Staff augmentation services

ii. Hardware, including appliances

iii. Commercial Off-the-Shelf (COTS) packages

iv. Software licenses without accompanying services

v. Software maintenance fees, except for purchase with initial software licenses

vi. Ongoing Services, such as ongoing maintenance, system administration, hosting services, ongoing network monitoring, or production operation services

vii. Standardized Training Courses

viii. Services available through other State of Tennessee Statewide Contracts

ix. Audit Services

x. Legal Services

d. The procuring End User will provide the Contractor with an SOW that describes the services the End User is seeking. The Contractor shall manage and provide no fewer than three (3) project quotes from the Sub-Vendor Network that meet the requirements stated in the SOW. The SOW process shall be competitive as described in Section A.12.

and shall result in the selected Sub-Vendor(s) providing the necessary Contingent Workers to complete the requested services.

e. STS shall pre-approve all State of Tennessee Agency SOWs related to information technology prior to issuance. The Contractor shall return any unapproved information technology Statement of Work to the requesting Agency for corrective action.

f. This Contract shall not be used for ongoing maintenance; however, SOWs may include knowledge transfer, training, guidance, and mentoring of State agency support staff to enable such staff to provide ongoing support for the applications or systems internally.

A.11. SOW and Project Quote Process for Projects-Based/Deliverables Staffing

a. At a procuring End User's request, the Contractor shall provide the services to accomplish the requirements detailed in the SOW. This SOW must be created by the State in accordance with Contract Attachment 4, which contains an SOW Template which may be revised from time to time in order to better meet State needs- This Contract is limited to projects that are one million dollars ($1,000,000.00) or less. The actual monetary cap for each project will be defined in the project’s SOW (“SOW Monetary Cap”). A project may not be divided into multiple SOWs to circumvent the SOW Monetary Cap. A project team may not be augmented with individually hired Contingent Workers to circumvent the SOW Monetary Cap.

b. In the SOW, the procuring End User will describe the project’s requirements and the desired deliverables, in accordance with Contract Attachment 4, required to complete the projects.

The Sub-Vendor shall provide a detailed project quote for the SOW that describes how the Sub-Vendor shall accomplish the project within the anticipated time frame and total cost limitations.

c. The Contractor shall make sure the project is completed within the anticipated time frame and total cost limitations set forth in the applicable SOW. The Contractor shall make task assignments and define and manage the Sub-Vendor’s personnel work schedules with the goal of accomplishing the procuring End User’s requirements in a timely fashion. The Contractor agrees to provide additional resources as necessary to accomplish the project within the timeframes stated in the SOW, at no additional cost to the procuring End User.

d. The procuring End User has the right to request on-site or off-site work as the procuring End

User deems necessary. The procuring End User will specify the location(s) where the project work will be performed in the SOW.

e. Standard State of Tennessee work schedules are based on a Monday through Friday thirty-seven and one-half (37.5) hour workweek, typically consisting of five (5) seven and one-half (7.5) hour workdays, between the hours of 8:00 a.m. CT and 4:30 p.m. CT, excluding State of Tennessee holidays. Much of the on-site work performed under this Contract shall occur during the standard State of Tennessee work schedule. However, at the procuring End User’s discretion and with pre-approval, some projects may require tasks to be performed on weekends, State of Tennessee holidays, and/or during off-hours Monday through Friday. The SOW shall denote such non-standard work schedule tasks, where possible.

f. The Statement of Work shall include, but shall not be limited to, the following:

i. Job Category (e.g., Medical, IT, General Administration);

ii. Description of the project including all requirements that must be met- Such requirements may include additional Sub-Vendor qualifications for specialized projects;

iii. Anticipated project start and end dates;

iv. Required deliverables;

v. Location(s) where project work will be performed, including the use of on-site or off-site (U.S. based only) resources at the procuring End User’s discretion;

vi. Resources such as hardware and software that will be provided by the procuring End User, if applicable;

vii. Availability of End User staff (if any) to assist with the project effort;

viii. Format and requirements for the project quote, including details for a fixed priced payment methodology (e.g., phased, deliverable, and/or lump-sum to be paid upon completion); a payment methodology will not be based solely on hourly rates; hourly rates may be included only when the potential for change orders to fixed price items exists in the SOW;

ix. Project quote delivery requirements;

x. SOW number to facilitate tracking;

xi. SOW schedule, including the written clarification deadline and project quote deadline;

xii. SOW Monetary Cap;

xiii. STS pre-approval (information technology projects by State of Tennessee agencies only); and-

xiv. Other information deemed necessary by the procuring End User;

g. SOW Schedule

i. Each SOW shall specify the deadline for the Sub-Vendor to provide a project quote.

This deadline shall be no less than seven (7) business days, but it may be longer at the procuring End User’s discretion. The SOW shall also specify the deadline by which the Sub-Vendor may seek written clarifications of the work involved. The procuring End User will provide responses to such clarifications in writing and submit the responses to the Contractor, who shall distribute to all the Sub-Vendors in the network.

ii. For all SOWs, the Contractor shall deliver either a minimum of three project quotes from the Sub-Vendor Network, or written justification that the Sub-Vendor Network is unable to deliver a project quote. Written justification must state the reason for the non-submission, which may include, without limitation, a, lack of available qualified resources during the anticipated project timeframe. Contractor shall deliver all project quotes that it receives within twenty-four (24) hours of the established SOW deadline.

iii. The State shall be the sole determinant as to whether the written justification provided for non-submission is sufficient and may request the Contractor to provide additional written justification.

iv. For information technology projects that involve state data, the Contractor shall assure that each Sub-Vendor submitting a project quote is, or will become, compliant with applicable requirements of contract section E.19. . Personally Identifiable Information, prior to beginning work on the project, as applicable.

Applicability will be determined by the type of confidential data the SOW specifies (if any).

v. The Contractor shall prohibit non-compliant Sub-Vendors from submitting a project quote.

h. Project Quote

The Contractor shall provide project quote(s) received from its network of Sub-Vendors, which shall include the following items:

i. A high-level overview of how the Sub-Vendor meets the SOW requirements and is able to provide the services requested in the SOW.

ii. A project work plan that accomplishes the project within the procuring End User specified timeframe, detailing all tasks to be performed. This work plan shall include a complete Sub-Vendor staffing and onboarding plan, showing Sub-Vendor personnel certifications along with indications of any and all End User personnel effort required to complete the project. The same personnel may be simultaneously engaged to perform services under multiple project contract SOWs. However, the Contractor is responsible for making sure that the Sub-Vendor provides adequate staff in accordance with A.11.

iii. Any Sub-Vendor assumptions on which the project quote is based shall not conflict with or seek to delete the terms and provisions of the Contract. In the event of a conflict, the Contract shall prevail. Note: the Contractor or Sub-Vendor shall not include any extraneous terms and conditions as a part of the project quote.

iv. A firm, fixed total price that covers all costs, including, but not limited to, manpower, administrative fees, and travel, to accomplish the project. This total price shall be the maximum amount of compensation that can be paid to the Contractor under this SOW; regardless of the resources required, the Contractor may charge the procuring End User no more than this total price to complete the project. The total price and associated cost item(s) must meet the following:

1. The cost item(s) submitted must correspond exactly to the cost item(s) format included in the SOW;

2. The Contractor must enter costs for all requested cost item(s). The Contractor must not leave a cost item blank. The Contractor may enter zero in a cost item if the Contractor does not intend to charge the procuring End User for the item;

3. The total price must be less than or equal to the SOW Monetary Cap; and-

Include other information as may be required by the SOW.

i. Evaluation of Project Quote

i. After the project quote deadline, the procuring End User will review the submitted project quotes, comparing each Sub-Vendor’s project quote to the SOW requirements. The Sub-Vendor submitting the lowest-priced project quote and conforming to the SOW requirements will be selected to provide the services.

1. End Users may include factors beyond cost in the evaluation of submitted project quotes only with CPO review and approval of the evaluation criteria. The Sub- Vendor submitting the highest overall scoring project quote and conforming to the SOW requirements will be selected to provide the services.

ii. The procuring End User may request written clarification of the Sub-Vendor’s project quote during the review process.

iii. The procuring End User will choose the Sub-Vendor through the VMS and the

Contractor must notify all Sub-vendors who submitted project quotes of this decision.

iv. A project quote that fails to contain all of the elements set forth in Section A.9.h. of this Contract may in the discretion of the State be deemed non-compliant. The State may also deem an untimely project quote as non-compliant in the State’s sole discretion.

v. The total price and associated cost item(s) provided in the project quote must meet

Contract Section A.12. The procuring End User shall cancel the SOW if no project quotes meeting the SOW requirements are received.

j. Task Order - General Instructions

After the procuring End User has selected a Sub-Vendor for the SOW, the procuring End User shall develop a Task Order (“TO”). It is the responsibility of the Contractor to ensure that the Sub-Vendor accomplishes the project within the appropriate time frame and total cost limitation. No terms and conditions shall be added to the TO. See Contract Attachment 3 (Draft Task Order). Prior to the Sub-vendor beginning work on the project, all required signatures must be obtained for the TO, including the signatures of the Contractor, the procuring End User, and appropriate State officials in accordance with applicable Tennessee laws and regulations. The procuring End User will only sign the TO and will not sign any Contractor documents related to the project. A fully executed TO, containing all required signatures, authorizes the Contractor to provide the requested services. The procuring End User shall not be liable to pay the Contractor for any work performed prior to the Contractor’s receipt of a fully executed TO.

The TO shall fix the maximum amount of money to be paid in compensation for the services requested under a particular SOW (the “TO Project Price”). This amount cannot be exceeded without a TO amendment. A TO amendment, if deemed necessary by the procuring End User, must be within the scope of the associated SOW. The TO amendment may increase the maximum potential compensation due the Contractor for the work in question, or extend the SOW Project End Date. The TO amendment shall require the same signatures as the original TO.

The TO Project Price shall cover all costs, including, but not limited to, manpower, administrative costs, and travel, required to complete the services and deliverables in the project as specified. The TO Project Price can only be increased by TO amendment, and the total increase, whether increased by a single TO amendment or multiple TO amendments cannot exceed seven percent (7%) of the original TO Project Price. Regardless of the foregoing, the TO Project Price, whether or not amended, must not exceed one million dollars ($1,000,000.00). The Contractor is responsible for ensuring that the projects do not exceed one million dollars ($1,000,000.00). The Contractor is responsible for all costs over one million ($1,000,000.00) and will not be reimbursed for such costs by the State. At the procuring End User’s option, the end date of the project may be extended by TO amendment. See Contract Attachment 3 for a draft of the TO document. Procuring End User signatories may vary based on the associated SOW. The State reserves the right to modify the format of the TO document at any time during the Term of the Contract.

k. Task Order Termination

The procuring End User may immediately terminate for convenience any or all of the TOs entered into by the procuring End User and the Contractor pursuant to this Contract by giving the Contractor written notice. The Contractor shall be entitled to receive equitable compensation for satisfactory authorized services completed as of the termination date.

If the Contractor, or Contractor-provided personnel, fail to properly perform their obligations under any TO entered into by a procuring End User and the Contractor pursuant to this Contract, or violate any of the terms of this Contract, the State shall have the right to terminate for cause any or all of the Contractor's TOs, and to withhold payments in excess of compensation due for satisfactorily completed services. The State will provide notification of termination for cause in writing. This notice shall: (1) specify in reasonable detail the nature of the breach; (2) provide the Contractor with an opportunity to cure, on the condition that a cure period must be requested in writing no less than ten (10) business days from the date of the termination notice; and (3) specify the effective date of termination in the event the Contractor fails to correct the breach. Within ten (10) business days of the date of the termination notice, the Contractor must present the State with a written request detailing the efforts it shall take to resolve the problem and the time period for such resolution. The Contractor shall not be relieved of liability to the State for damages sustained by virtue of any breach of this Contract by the Contractor.

Nothing in this Section shall be construed as limiting the State’s right to terminate this Contract for convenience or cause in accordance with Section D.5 and Section D.6, respectively.

l. Invoicing and Payment for Services

The services shall be provided and invoiced as described in the SOW and Contract Sections C.3 and C.5. The invoiced amount shall not to exceed the TO Project Price stated in the TO.

The payment method to be used in any case shall be described in the SOW and shall always be for completed deliverables.

A final payment shall be paid upon completion and final approval of the End User. The final payment shall not be less than thirty (30%) percent of the total fixed price.

m. Continuity of Project Personnel

Contractor shall maintain to the extent feasible continuity of Sub-Vendor personnel on projects assigned pursuant to a TO. If Sub-Vendor personnel must be changed, the Contractor must notify the End User in writing prior to the change.

n. Sub-Vendor Personnel Performance and Replacement

i. The State and/or the procuring End User shall be the sole determinant(s) of the quality of services provided and the project progress achieved by the Contractor’s provided Sub-Vendor personnel. The Contractor agrees to remove from the project and replace at the Contractor's expense, Sub-Vendor personnel, whom the State and/or the procuring End User determines to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the procuring End User or deemed not to make substantial contributions to the project. If the End User makes this determination and notifies the Contractor within five (5) business days of placement, the Contractor shall not bill the End User for any of the unacceptable Contractor or Sub-Vendor personnel's services.

ii. The Contractor shall replace removed Sub-Vendor personnel with someone of equal or greater qualifications as the removed personnel, with no increase in the compensation agreed to in the TO.

iii. The termination of an individual person’s assignment may not necessarily result in the termination of the TO.

o. Provision of Hardware, Software, and Facilities

i. The Contractor shall require each Sub-Vendor to supply its Contingent Workers with personal computing devices (desktop, laptop, etc.) and licenses for installed software unless such hardware and/or software licenses are specifically listed in the SOW as being supplied by the End User. The procuring End User shall be the sole determinant with regard to the End User provided hardware and software required for any given project.

ii. Commensurate with the needs of a given project, the procuring End User will provide

Contingent Workers with office and meeting space; access to telephones, printers, and copiers; and connections to the Internet and/or State of Tennessee network. The procuring End User shall be the sole determinant with regard to facilities, supplies, and connections required for any given project.

iii. The Contractor shall require each Sub-Vendor to maintain Operating Systems at current, manufacturer supported versions on all Sub-Vendor supplied hardware.

A.12. Contract Account Managers for Projects-Based/Deliverables Staffing

a. The Contractor shall assign, at its own expense, one or more Account Managers, to service the State’s needs for Projects-Based/Deliverables Staffing under this Contract. The Account Manager shall:

i. monitor the assignment of tasks to Contingent Workers;

ii. track performance and progress of the Contingent Workers toward the completion of the assigned projects and notify the State of any risk of not completing the project within the one million dollar ($1,000,000.00) SOW Monetary Cap;

iii. monitor the quality of services delivered;

iv. addresses any personnel issues that arise with regard to their Contingent Workers;

v. sign-off on all completed work and invoice the procuring End User in accordance with the deliverables and payment frequency established in the SOW in question; and

vi. provide all documentation required by the State to substantiate invoice amounts submitted (see Contract Section C.5).

b. Periodic Meetings: The Contractor Account Managers shall meet with the State and State

Agency representatives as requested to discuss topics including, but not limited to, the following: general project direction, management, and coordination; State of Tennessee technical infrastructure and standards; SOW clarifications; and time keeping and other project progress records. At the State’s sole discretion, these meetings shall occur at a State location or via conference call and shall be at no additional cost to the State or the State agencies.

A.13. Projects-Based/Deliverables Staffing in IT

a. For all Projects-Based/Deliverables Staffing in information technology (“IT”), the Contractor shall require each Sub-vendor to provide all services requested through this Contract within the context of the technical environment described by the Tennessee Information Resources Architecture, available under a non-disclosure agreement. STS reserves the right to amend the Tennessee Information Resources Architecture at any time during the Term of the

b. The Contractor shall not submit to the State any Sub-Vendor project quote that proposes to deviate from State of Tennessee standard products. STS will not change or add State of Tennessee standard products solely on the request of a Sub-Vendor or the Contractor.

c. The State of Tennessee standard for enterprise project and portfolio management is

Planview Enterprise. If the Contractor is selected to provide services under a SOW, the Contractor is required to provide the information necessary to support the procuring Agency’s use of Planview Enterprise for the management of the scope of work under the SOW, at no additional charge to the procuring Agency. The Contractor is not required to purchase Planview or have working knowledge of the product.

d. For information technology projects that deliver an Application, the Contractor shall require the Sub-vendor to deliver the Application so that it will run on a current, manufacturer-supported Operating System. The State shall not be required to run an Operating System that is no longer supported by the manufacturer.

e. For information technology projects that deliver an Application, if the Application requires middleware or database software, the Contractor shall require the Sub-vendor to deliver the Application so that it is fully compatible with current, manufacturer-supported middleware and database software versions. The State shall not be required to run middleware or database software that is no longer supported by the manufacturer.

A.14. Information Security Compliance

a. The Contractor warrants to the State that Sub-Vendor shall comply with the following information security requirements: :

i. Sub-Vendors shall have measures in place that ensure that all data records, including computer source and object code, are transported and stored in the United States using FIPS 140-2 validated encryption technologies.

ii. Sub-Vendors shall implement practices and facilities to meet or exceed the State of

Tennessee’s information security requirements for access control, authentication, system maintenance, and patching.

iii. Sub-Vendors shall be compliant with best practices for secure application development as defined in ISO/IEC 27000, or NIST 800-53 Rev 5 or later series, or later series and shall provide proof of compliance annually or upon State request.

iv. Sub-Vendors are not authorized to host any Federal Tax Information, Centers for

Medicare and Medicaid Services Information or Criminal Justice Information Services Information

b. Contractor warrants that it shall cooperate with the State agencies in the course of…