RFQ_33501-252004_Insurance_Supervisory_Review_Release_2.pdf

09-20-18 RFP-AMEND

RFQ # 33501-252004 – Amendment # 1 Page 1 of 3

STATE OF TENNESSEE

DEPARTMENT OF COMMERCE AND INSURANCE

REQUEST FOR QUALIFICATIONS # 33501-252004

AMENDMENT # 1

FOR INSURANCE SUPERVISORY REVIEW,

CONSULTING, AND EDUCATION SERVICES

DATE: AUGUST 8, 2025

RFQ # 33501-252004 IS AMENDED AS FOLLOWS:

1. This RFQ Schedule of Events updates and confirms scheduled RFQ dates. Any event, time, or date containing revised or new text is highlighted.

EVENT

TIME

(Central Time Zone)

DATE

(all dates are State business days)

1. RFQ Issued July 16, 2025

2. Disability Accommodation Request Deadline 2:00 p.m. July 23, 2025

3. Pre-Response Conference 2:00 p.m. July 28, 2025

4. Notice of Intent to Respond Deadline 2:00 p.m. July 29, 2025

5. Written “Questions & Comments” Deadline 2:00 p.m. August 1, 2025

6. State response to written “Questions & Comments” August 8, 2025

7. RFQ Response Deadline 2:00 p.m. August 18, 2025

8. State Completion of Technical Response Evaluations August 21, 2025

9. RFQ Cost Proposal Opened (ONLY for the apparent successful Respondents) 2:00 p.m. August 22, 2025

10.

RFQ Negotiations

August 25- 28, 2025

11. State Notice of Intent to Award Released and RFQ Files Opened for Public Inspection August 29, 2025

12. End of Protest Period September 5, 2025

13. State sends contract to Contractor for signature September 8, 2025

14. Contractor Signature Deadline 2:00 p.m. September 10, 2025

2. State responses to questions and comments in the table below amend and clarify this RFQ.

Any restatement of RFQ text in the Question/Comment column shall NOT be construed as a change in the actual wording of the RFQ document.

RFQ # 33501-252004 – Amendment # 1 Page 2 of 3

RFP

SECTION

PAGE

# QUESTION / COMMENT STATE RESPONSE

1. Will the State consider exceptions to its RFP, including Attachment G, pro forma contract?

Please refer to RFQ section 5.6.5.

2. The contract term was clarif ied on the pre-response conference call that the term is f ive years. Will Attachment D, Cost Proposal be amended to adjust hourly rates in yearly increments or is the expectation that the hourly rate will be the same for the entire term?

The term of the RFQ’s resulting contract will be sixty (60) months, beginning on November 1, 2025, and concluding on October 31, 2030.

Pursuant to this Amendment’s Item 3 below, RFQ Attachment G (Pro Forma Contract), Section B, has been revised to clarify the resulting contract’s term.

Pursuant to this Amendment’s Item 3 below, RFQ Attachment D (Cost Proposal) has been replaced to allow for a proposed rate per year for each service.

Further, pursuant to this Amendment’s Item 3 below, RFQ Attachment G (Pro Forma Contract), Section C.3. has been revised to include yearly rates for service.

3. Please conf irm a single contract is being awarded.

Yes, a single contract is being awarded.

4. Are the services for education and training able to be delivered via online learning/webinars or is the expectation onsite?

Yes, online training is permissible.

Attachment C, C.8 states “Provide a sample of the training or educational materials for Certif ied Public Accountants (“CPAs”) and Certif ied Financial Examiners (“CFEs/CFE-As”). The sample shall not exceed f if ty (50) pages.”

Any training we deliver is based on the FAH and Accreditation Manual or via coaching notes on the project. Please provide clarif ication on

The State seeks to see a sample of the training materials (e.g., handouts, slide decks, etc.) that may be provided to TDCI analysts.

A prior training session that a Respondent has delivered is an acceptable sample. The State is not seeking samples of the educational training materials the Respondent’s staf f receives to maintain designations.

It is acceptable for the same training materials to be used for CPAs and CFEs.

RFQ # 33501-252004 – Amendment # 1 Page 3 of 3

RFP

SECTION

PAGE

# QUESTION / COMMENT STATE RESPONSE

the Division’s expectations. For example, is a prior training session we have delivered acceptable? Or is the Division asking for the types of training we participate in to maintain designations?

Lastly, is the sample required for each CPA and/or CFE proposed in our response?

3. Delete RFQ 33501-252004 in its entirety, and replace it with RFQ 33501-252004 Release #2, attached to this amendment. Revisions of the original RFQ document are emphasized within the new release. Any sentence or paragraph containing revised language or new text is highlighted.

4. RFQ Amendment Effective Date. The revisions set forth herein shall be effective upon release. All other terms and conditions of this RFQ not expressly amended herein shall remain in full force and ef fect.

10.31.24 RFQ

STATE OF TENNESSEE

CENTRAL PROCUREMENT OFFICE

REQUEST FOR QUALIFICATIONS

FOR

INSURANCE SUPERVISORY REVIEW, CONSULTING,

AND EDUCATION SERVICES

RFQ # 33501-252004

Release #2

TABLE OF CONTENTS

SECTIONS:

1. Introduction

2. RFQ Schedule of Events

3. Response Requirements

4. General Information & Requirements

5. Procurement Process & Contract Award

ATTACHMENTS:

A. Technical Response & Evaluation Guide – Mandatory Requirement Items B. Technical Response & Evaluation Guide – General Qualifications &

Experience Items C. Technical Response & Evaluation Guide – Technical Qualifications, Experience & Approach Items D. Cost Proposal E. Statement of Certifications & Assurances F. Reference Questionnaire G. Pro Forma Contract

03.05.25 RFQ

RFQ # 33501-252004 Release #2 2

1. INTRODUCTION

The State of Tennessee, Central Procurement Office, hereinafter referred to as “the State,” issues this Request for Qualifications (“RFQ”) to define mandatory goods or services requirements; solicit responses; detail response requirements; and outline the State’s process for evaluating responses.

Through this RFQ or any subsequent solicitation, the State seeks to buy the requested goods or services and to give ALL qualified respondents, including those that are owned by minorities, women, service-disabled veterans, persons with disabilities, and small business enterprises, the opportunity to do business with the state as contractors or subcontractors.

1.1. Statement of Procurement Purpose

The Department of Commerce and Insurance (the “Department”) seeks to procure one (1) contract for the provision of supervisory review, consulting, and education services for the Department’s Insurance Division (the “Division”). As the regulatory body for the insurance industry in Tennessee, the Department is statutorily required to analyze various f ilings f iled by Tennessee domestic insurance companies.

In compliance with the National Association of Insurance Commissioners’ (“NAIC”) Financial Analysis Handbook and NAIC accreditation requirements, primary analysts perform a risk-focused f inancial analysis on annual f inancial statements and related exhibits/filings, quarterly f inancial statements, audited f inancial statements, Form B filings, Form C f ilings, Form F f ilings, Corporate Governance Annual Disclosure (“CGAD”) f ilings, Group Capital Calculation (“GCC”) f ilings, Own Risk and Solvency Assessment (“ORSA”) f ilings, primary applications, and re-domestication applications. The primary analysts also review Form A f ilings, Form E f ilings, Form D f ilings, and dividend requests. Each primary analysts prepares an Insurer Profile Summary (“IPS”) report and Group Profile Summary (“GPS”) report (when applicable) to document the risks assessed in nine

(9) key branded risk categories.

Due to the Department’s inability to attract and retain qualified supervisory analysts to perform complex reviews, the continued growth of the insurance industry in Tennessee, and the NAIC requirement for “appropriate . . . in-depth and challenging”1 supervisory reviews to comply with NAIC accreditation, the Department seeks highly qualif ied technical assistance to perform supervisory reviews that meet and exceed NAIC Accreditation guidelines.

The supervisory analysts will be required to review all work completed by the primary analysts, and provide additional depth, oversight, coaching, and training to the primary analysts to ensure appropriate recommendations and accurate risk-focused analyses. In addition to completing the supervisory reviews, supervisory analysts shall:

1. Train and develop current Division primary analysts to qualify for supervisory analyst positions;

2. Provide education and training to Division analysts concerning insurance industry trends, changes in statutory accounting, adoptions by NAIC Committees throughout the year, conducting appropriate risk-focused analyses, and corporate governance reviews; and

3. Provide education and training to Division personnel regarding updates to NAIC accreditation requirements and accreditation best practices.

1.1.2. Pursuant to Tennessee Code Annotated §12-3-103(a), contracts for services by professional persons with high ethical standards shall not be based upon competitive procurement methods but shall be awarded based on recognized competence and integrity. Accordingly, costs will not be evaluated for the services this RFQ intends to procure.

The estimated maximum liability of the RFQ’s resulting contract is anticipated to be between $2,000,000 to $3,000,000.

1 2025 NAIC Accreditation Program Manual, Part B1(c), Pg. 29

RFQ # 33501-252004 Release #2 3

1.2. Pre-Response Conference

A Pre-Response Conference will be held at the time and date detailed in the RFQ Schedule of Events, RFQ § 2. Pre-Response Conference attendance is not mandatory, and potential Respondents may be limited to a maximum number of attendees depending upon overall attendance and space limitations. Please contact the Solicitation Coordinator to RSVP for the Pre- Response Conference. The Conference will be held at:

Microsoft Teams https://teams.microsof t.com/l/meetup-join/19%3ameeting_MWE2ZTJhZTAtMGZmZi00ZGE4LTk0M2MtMTQ5NDgyZjUyMzU3 %40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf -0d71-4337-9281- 24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d Meeting ID: 231 366 537 703 1 Passcode: 99eR3kz2

Dial in by phone +1 629-209-4396,,218475735# United States, Triune https://dialin.teams.microsof t.com/4423d438-b3cd-4739-88ce- 5ba6c5a25a54?id=218475735 Phone conference ID: 218 475 735#

1.3. Notice of Intent to Respond

Before the Notice of Intent to Respond Deadline detailed in RFQ § 2, Schedule of Events, potential Respondents should submit to the Solicitation Coordinator a Notice of Intent to Respond in the form of a simple e-mail or other written communication. Such notice should include the following information: the business or individual’s name (as appropriate), a contact person’s name and title, the contact person’s mailing address, telephone number, facsimile, number, and e-mail address.

Filing a Notice of Intent to Respond is not a prerequisite for submitting a response; however, it is necessary to ensure receipt of notices and communications relating to this RFQ.

1.4. Definitions and Abbreviations

TERM

DEFINITION

AFE

Accredited Financial Examiner designated by the Society of Financial Examiners

Analyst

An individual that is non credentialed or holds one (1) or more of the following professional designations:

Accredited Financial Examiner (AFE), Certified Financial Examiner (CFE/CFE-A), or Certif ied Public Accountant (CPA).

CFE or CFE-A

Certif ied Financial Examiner or Certif ied Financial Examiner-Analyst designated by the Society of Financial Examiners https://teams.microsoft.com/l/meetup-join/19%3ameeting_MWE2ZTJhZTAtMGZmZi00ZGE4LTk0M2MtMTQ5NDgyZjUyMzU3%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MWE2ZTJhZTAtMGZmZi00ZGE4LTk0M2MtMTQ5NDgyZjUyMzU3%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MWE2ZTJhZTAtMGZmZi00ZGE4LTk0M2MtMTQ5NDgyZjUyMzU3%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MWE2ZTJhZTAtMGZmZi00ZGE4LTk0M2MtMTQ5NDgyZjUyMzU3%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MWE2ZTJhZTAtMGZmZi00ZGE4LTk0M2MtMTQ5NDgyZjUyMzU3%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d tel:+16292094396,,218475735 https://dialin.teams.microsoft.com/4423d438-b3cd-4739-88ce-5ba6c5a25a54?id=218475735 https://dialin.teams.microsoft.com/4423d438-b3cd-4739-88ce-5ba6c5a25a54?id=218475735

RFQ # 33501-252004 Release #2 4

Corporate Governance Annual Disclosure or “CGAD”

The summary of an insurer or insurance group’s corporate governance structure, policies, and practices f iled by an insurer or insurance group.

CPA

Certif ied Public Accountant

Division

Insurance Division of the Tennessee Department of Commerce and Insurance

Group Capital Calculation or

“GCC”

The Group Capital Calculation as adopted by the National Association of Insurance Commissioners (NAIC) and f iled with the Tennessee Department of Commerce and Insurance by licensed insurance companies with the procedures adopted by the NAIC.

Group Profile Summary or

“GPS”

An executive summary of an insurance holding company system, corporate governance, enterprise risk management, and other highlights incorporated f rom available f ilings and resources (e.g., f inancial f ilings, Form B, Form F, ORSA Report, transaction f ilings, etc.) to outline the status of the group f rom a regulatory perspective.

Insurer Profile Summary or

“IPS”

An executive summary of an insurer’s f inancial condition, risk profile, regulatory/action plans and other signif icant information necessary to quickly understand the insurer’s current status.

National Association of

Insurance Commissioners or

“NAIC”

The U.S. standard-setting and regulatory support organization created and governed by the chief insurance regulators f rom the f if ty (50) states, the District of Columbia, and f ive (5) U.S. territories.

Insurance Commissioners

(“NAIC”) Financial Regulation Standards and Accreditation

Program Manual

The publication developed and released by the NAIC Financial Regulation Standards and Accreditation (F) Committee that details NAIC model laws, regulations, and requirements that states must adopt in order to be granted NAIC accreditation.

Insurance Commissioners

(“NAIC”) Financial Analysis Handbook

The publication developed and released by the NAIC Financial Analysis Solvency Tools (E) Working Group that contains a risk-focused f ramework approach to f inancial analysis designed to assist insurance examiners in identifying and assessing risks in order to complete and document an overall assessment of

RFQ # 33501-252004 Release #2 5 the f inancial solvency condition of an insurer and/or insurance company holding group.

Own Risk Solvency Assessment or “ORSA”

A conf idential internal assessment, appropriate to the nature, scale and complexity of an insurer, health maintenance organization or insurance group, conducted by that insurer, health maintenance organization or insurance group of the material and relevant risks associated with the insurer, health maintenance organization or insurance group's current business plan, and the sufficiency of capital resources to support those risks.

TDCI Tennessee Department of Commerce & Insurance

TeamMate+®

The Wolters Kluwer proprietary software system designated by the Department of Commerce and Insurance for workpaper preparation.

RFQ # 33501-252004 Release #2 6

2. RFQ SCHEDULE OF EVENTS

The following schedule represents the State’s best estimates for this RFQ; however, the State reserves the right, at its sole discretion, to adjust the schedule at any time, or cancel and reissue a similar solicitation. Nothing in this RFQ is intended by the State to create any property rights or expectations of a property right in any Respondent.

EVENT

TIME

(Central

Time Zone)

DATE

(all dates are State business days)

1. RFQ Issued July 16, 2025

2. Disability Accommodation Request Deadline 2:00 p.m. July 23, 2025

3. Pre-Response Conference 2:00 p.m. July 28, 2025

4. Notice of Intent to Respond Deadline 2:00 p.m. July 29, 2025

5. Written “Questions & Comments” Deadline 2:00 p.m. August 1, 2025

6. State response to written “Questions & Comments” August 8, 2025

7. RFQ Response Deadline 2:00 p.m. August 18, 2025

8. State Completion of Technical Response Evaluations August 21, 2025

9. RFQ Cost Proposal Opened (ONLY for the apparent successful Respondents) 2:00 p.m. August 22, 2025

10.

RFQ Negotiations

August 25- 28, 2025

11. State Notice of Intent to Award Released and RFQ Files Opened for Public Inspection August 29, 2025

12. End of Protest Period September 5, 2025

13. State sends contract to Contractor for signature September 8, 2025

14. Contractor Signature Deadline 2:00 p.m. September 10, 2025

RFQ # 33501-252004 Release #2 7

3. RESPONSE REQUIREMENTS

3.1. Response Contents: A response to this RFQ should address the following:

3.1.1. Mandatory Requirements: This section details the mandatory technical, functional, and experience requirements that must be demonstrated in the response to this RFQ in order to be passed on to Phase II of the Technical Response evaluation. A Respondent should duplicate and use RFQ Attachment A as a guide to organize responses for the Mandatory Requirements of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table. This section is included in the State’s evaluation as to whether or not a Respondent meets mandatory qualif ications (Phase I).

3.1.2. General Qualif ications & Experience: This section is included in the State’s evaluation of Phase II of the Technical Response Evaluation and details general information and qualif ications that must be demonstrated in the response to this RFQ. A Respondent should duplicate and use RFQ Attachment B as a guide to organize responses for this portion of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table.

3.1.3. Technical Qualif ications, Experience & Approach: This section is also included in the

State’s evaluation of Phase II of the Technical Response Evaluation and details technical qualif ications, experience, and approach items that must be demonstrated in the response to this RFQ. A Respondent should duplicate and use RFQ Attachment C as a guide to organize responses for this portion of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table.

3.1.4. Cost Proposal:

3.1.4.1. If included as part of this solicitation, then the Cost Proposal must be recorded on an exact duplicate of RFQ Attachment D, Cost Proposal. Any response that does not follow the instructions included in RFQ Attachment D may be deemed nonresponsive.

3.1.4.2. A Respondent must only record the proposed cost exactly as required by the RFQ Attachment D, Cost Proposal and must NOT record any other rates, amounts, or information.

3.1.4.3. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period.

3.1.4.4. A Respondent must sign and date the Cost Proposal.

3.1.4.5. A Respondent must submit the Cost Proposal to the State in a sealed package separate f rom the Technical Response.

3.2. Response Delivery Location

A Respondent must ensure that the State receives a Response to this RFQ no later than the Response Deadline time and dates detailed in the RFQ § 2, Schedule of Events. All responses must be delivered to:

DeRenne Raley Central Procurement Of f ice 312 Rosa L. Parks Avenue, 3rd Floor Nashville, Tennessee 37243 Telephone (615) 251-5173 derenne.raley@tn.gov

RFQ # 33501-252004 Release #2 8

3.3. Response Format

3.3.1. A Respondent must ensure that the original response meets all form and content requirements detailed within this RFQ.

3.3.2. A Respondent must submit their response as specified in one of the two formats below.

3.3.2.1. Technical Response

One (1) original Technical Response paper document clearly labeled:

“RFQ # 33501-252004 TECHNICAL RESPONSE ORIGINAL”

and one (1) copy of the Technical Response each in the form of one (1) digital document in “PDF” format properly recorded on its own otherwise blank, USB flash drive labeled:

“RFQ # 33501-252004 TECHNICAL RESPONSE COPY”

The digital copies should not include copies of sealed customer references or cost information in the general and technical evaluation phase. However, any other discrepancy between the paper response document and digital copies may result in the State rejecting the response as nonresponsive.

3.3.2.2. Cost Proposal:

One (1) original Cost Proposal paper document labeled:

“RFQ # 33501-252004 COST PROPOSAL ORIGINAL”

and one (1) copy in the form of a digital document in “XLS” format properly recorded on a separate, blank, standard CD-R recordable disc or USB flash-drive labeled:

“RFQ # 33501-252004 COST PROPOSAL COPY”

In the event of a discrepancy between the original Cost Proposal document and the digital copy, the original, signed document will take precedence.

3.3.4. E-mail Submission

3.3.4.1. Technical Response

The Technical Response document should be in the form of one (1) digital document in “PDF” format or other easily accessible digital format attached to an e-mail to the Solicitation Coordinator. Both the subject and file name should be clearly identified as follows:

“RFQ # 33501-252004 TECHNICAL RESPONSE”

The customer references should be delivered by each reference in accordance with RFQ Attachment F. Reference Questionnaire.

3.3.4.2. Cost Proposal:

The Cost Proposal should be in the form of one (1) digital document in “PDF” or “XLS” format or other easily accessible digital format attached to an e-mail to the Solicitation Coordinator. Both the subject and file name should be clearly identif ied as follows:

“RFQ # 33501-252004 COST PROPOSAL”

RFQ # 33501-252004 Release #2 9

An electronic or facsimile signature, as applicable, on the Cost Proposal is acceptable.

3.3.4.3. For e-mail submissions, the Technical Response and Cost Proposal documents must be dispatched to the Solicitation Coordinator in separate e-mail messages. For digital media submissions, a Respondent must separate, seal, package, and label the documents and copies for delivery as follows:

3.3.4.4. The Technical Response and copies must be placed in a sealed package that is clearly labeled:

“DO NOT OPEN… RFQ # 33501-252004 TECHNICAL RESPONSE FROM

[RESPONDENT LEGAL ENTITY NAME]”

3.3.4.5. The Cost Proposal must be placed in a separate, sealed package that is clearly labeled:

“DO NOT OPEN… RFQ # 33501-252004 COST PROPOSAL FROM

[RESPONDENT LEGAL ENTITY NAME]”

3.3.4.6. The separately, sealed Technical Response and Cost Proposal components may be enclosed in a larger package for mailing or delivery, provided that the outermost package is clearly labeled:

“RFQ # 33501-252004 SEALED TECHNICAL RESPONSE & SEALED COST

PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]”

3.3.4.7. Any Respondent wishing to submit a Response in a format other than digital may do so by contacting the Solicitation Coordinator.

3.3.5. A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFQ Section 2, Schedule of Events at the following address:

DeRenne Raley Central Procurement Of f ice 312 Rosa L. Parks Avenue, 3rd Floor Nashville, Tennessee 37243

3.4. Response Prohibitions: A response to this RFQ shall not:

3.4.1. Restrict the rights of the State or otherwise qualify the response to this RFQ;

3.4.2. Include, for consideration in this procurement process or subsequent contract negotiations, incorrect information that the Respondent knew or should have known was materially incorrect;

3.4.3. Include more than one response, per Respondent, to this RFQ;

3.4.4. Include any information concerning costs (in specific dollars or numbers) associated with the Technical Response;

3.4.5. Include the respondent’s own contract terms and conditions (unless specif ically requested by the RFQ); or

3.4.6. Include the respondent as a prime contractor while also permitting one or more other respondents to of fer the respondent as a subcontractor in their own responses.

RFQ # 33501-252004 Release #2 10

3.5. Response Errors & Revisions

A Respondent is responsible for any and all errors or omissions in its response to this RFQ. A Respondent will not be allowed to alter or revise its response af ter the Response Deadline time and dates as detailed in RFQ § 2, Schedule of Events, unless such is formally requested in writing by the State (e.g., through a request for clarif ication, etc.).

3.6. Response Withdrawal

A Respondent may withdraw a response at any time before the Response Deadline time and date as detailed in RFQ § 2, Schedule of Events, by submitting a written signed request by an authorized representative of the Respondent. After withdrawing a response, a Respondent may submit another Response at any time before the Response Deadline time and date as detailed in RFQ § 2, Schedule of Events.

3.7. Response Preparation Costs

The State will not pay any costs associated with the preparation, submittal, or presentation of any response. Each Respondent is solely responsible for the costs it incurs in responding to this RFQ.

RFQ # 33501-252004 Release #2 11

4. GENERAL INFORMATION & REQUIREMENTS

4.1. Communications

4.1.1. Respondents shall reference RFQ # 33501-252004 in all communications relating to this solicitation, and direct any such communications to the following person designated as the Solicitation Coordinator:

DeRenne Raley Central Procurement Of f ice 312 Rosa L. Parks Avenue, 3rd Floor Nashville, Tennessee 37243

The State will convey all official responses and communications related to this RFQ to the potential respondents f rom whom the State has received a Notice of Intent to Respond (refer to RFQ Section 1.3.).

4.1.2. Potential respondents with a handicap or disability may receive accommodation relating to the communication of this RFQ and participating in the RFQ process. Potential respondents may contact the RFQ Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in RFQ § 2, Schedule of Events.

4.1.3. Unauthorized contact about this RFQ with other employees or officials of the State of Tennessee may result in disqualification from contract award consideration.

4.1.4. Notwithstanding the foregoing, potential Respondents may also contact the following as appropriate:

4.1.4.1. Staf f of the Governor’s Office of Diversity Business Enterprise may be contacted for assistance with respect to available minority-owned, woman-owned, service-disabled veteran-owned, businesses owned by persons with disabilities and small business enterprises as well as general public information relating to this request; or

4.1.4.2. The following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations:

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

4.2. Nondiscrimination

No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a contract pursuant to this solicitation or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion (subject to Tenn. Code Ann. §§ 4-21-401 and 405), sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this solicitation shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

mailto:derenne.raley@tn.gov

RFQ # 33501-252004 Release #2 12

4.3. Conflict of Interest

4.3.1. The State may not consider a proposal f rom an individual who is, or within the past six (6) months has been, a State employee. For these purposes,

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

4.3.1.2. A contract with or a proposal from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal f rom the employee; and

4.3.1.3. A contract with or a proposal from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six months has been, a State employee shall not be considered a contract with or a proposal from the employee and shall not constitute a prohibited conf lict of interest.

4.3.2. This RFQ is also subject to Tenn. Code Ann. § 12-4-101—105.

4.4. Respondent Required Review & Waiver of Objections

4.4.1. Each potential respondent must carefully review this RFQ, including but not limited to, attachments, the RFQ Attachment G, pro forma Contract, and any amendments for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”).

4.4.2. Any potential respondent having questions and comments concerning this RFQ must provide such in writing to the State no later than the written “Questions & Comments Deadline” detailed in RFQ § 2, Schedule of Events.

4.4.3. Protests based on any objection shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the written “Questions & Comments Deadline.”

4.5. Disclosure of Response Contents

4.5.1. All materials submitted to the State in response to this solicitation become property of the

State of Tennessee. Respondents are cautioned not to provide any materials in response to this RFP that are trade secrets, as defined under Tenn. Code Ann. § 47-25-1702 and applicable law. By submitting a response to this RFP, the respondent acknowledges and agrees that the State shall have no liability whatsoever for disclosure of a trade secret under the Uniform Trade Secrets Act, as provided at Tenn. Code Ann. § 47-25-1701-1709, or under any other applicable law. Selection for award does not af fect this right. By submitting a response, a Respondent acknowledges and accepts that the full contents and associated documents submitted in response to this request will become open to public inspection in accordance with the laws of the State of Tennessee. Refer to RFQ § 2, Schedule of Events.

4.5.2. The RFQ responses will be available for public inspection only af ter the completion of evaluation of the RFQ or any resulting solicitation which this RFQ becomes a part of, whichever is later.

4.6. Notice of Professional Licensure, Insurance, and Department of Revenue Registration

Requirements

4.6.1. All persons, agencies, firms or other entities that provide legal or f inancial opinions, which a Respondent provides for consideration and evaluation by the State as part of a response to this RFQ, shall be properly licensed to render such opinions.

4.6.2. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent (and Respondent employees and subcontractors, as applicable) must hold all necessary, RFQ # 33501-252004 Release #2 13 appropriate business and professional licenses to provide service as required. The State may require any Respondent to submit evidence of proper licensure.

4.6.3. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent must provide a valid, Certif icate of Insurance indicating current insurance coverage meeting minimum requirements as may be specif ied by the RFQ.

4.6.4. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent must be registered with the Department of Revenue for the collection of Tennessee sales and use tax. The State shall not approve a contract unless the Respondent provides proof of such registration or provides documentation from the Department of Revenue that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation. To register, please visit the Department of Revenue’s Tennessee Taxpayer Access Point (TNTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following: https://tntap.tn.gov/eservices/_/#1

4.7. RFQ Amendments & Cancellation

4.7.1. The State reserves the right to amend this RFQ at any time, provided that it is amended in writing. However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential respondents to meet the deadlines and revise the RFQ Schedule of Events if deemed appropriate. If a RFQ amendment is issued, the State will convey it to potential respondents who submitted a Notice of Intent to Respond (refer to RFQ § 1.3). A response must address the final RFQ (including its attachments) as may be amended.

4.7.2. The State reserves the right, at its sole discretion, to cancel or to cancel and reissue this RFQ in accordance with applicable laws and regulations.

4.8. State Right of Rejection

4.8.1. Subject to applicable laws and regulations, the State reserves the right to reject, at its sole discretion, any and all proposals.

4.8.2. The State may deem as nonresponsive and reject any proposal that does not comply with all terms, conditions, and performance requirements of this RFQ. Notwithstanding the foregoing, the State reserves the right to seek clarif ications or to waive, at its sole discretion, a response’s minor variances f rom full compliance with this RFQ. If the State waives variances in a response, such waiver shall not modify the RFQ requirements or excuse the Respondent f rom full compliance with such, and the State may hold any resulting vendor to strict compliance with this RFQ.

4.8.3. The State will review the response evaluation record and any other available information pertinent to whether or not each respondent is responsive and responsible. If the Solicitation Coordinator identifies any respondent that appears not to meet the responsive and responsible thresholds such that the team would not recommend the respondent for potential contract award, this determination will be fully documented for the record.

(“Responsive” is defined as submitting a response that conforms in all material respects to the RFQ. “Responsible” is defined as having the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.)

4.9. Assignment & Subcontracting

4.9.1. The vendor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFQ without prior approval of the State. The State reserves the right to refuse approval, at its sole discretion, of any subcontract, transfer, or assignment.

https://tntap.tn.gov/eservices/_/#1

RFQ # 33501-252004 Release #2 14

4.9.2. If a Respondent intends to use subcontractors, the response to this RFQ must specifically identify the scope and portions of the work each subcontractor will perform (refer to RFQ Attachment B, Item B.14.).

4.9.3. Subcontractors identified within a response to this RFQ will be deemed as approved by the State unless the State expressly disapproves one or more of the proposed subcontractors prior to signing the Contract.

4.9.4. The Contractor resulting f rom this RFQ may only substitute another subcontractor for a proposed subcontractor at the discretion of the State and with the State’s prior, written approval.

4.9.5. Notwithstanding any State approval relating to subcontracts, the Contractor resulting from this RFQ will be the prime contractor and will be responsible for all work under the Contract.

4.10. Next Ranked Respondent

The State reserves the right to initiate negotiations with the next ranked respondent should the State cease doing business with any respondent selected via this RFQ process.

RFQ # 33501-252004 Release #2 15

5. PROCUREMENT PROCESS & CONTRACT AWARD

5.1. The complete vendor selection will be a two-part process: (1) Qualif ication of Technical Responses;

and (2) Successful contract negotiation.

5.2. Qualif ication of Technical Responses: Technical Responses will be short-listed for further evaluation, analysis or negotiation if they are apparently responsive, responsible, and within the competitive range (“Competitive Range”). A Technical Response will be deemed within the Competitive Range based on the following criterion:

The Respondent’s Technical Response score must attain a minimum threshold score of seventy (70).

Phase I: The State will evaluate the Mandatory Requirements set forth in RFQ Attachment

A on a pass/fail basis.

Phase II: Following the Phase I evaluation, the State will apply a standard equitable evaluation model, which will represent a qualitative assessment of each response.

Each response will be scored by Evaluation Team members according to the Technical Response & Evaluation Guides (See RFQ Attachments B & C).

The Solicitation Coordinator will total the average score from the evaluation team for each responsive and responsible Respondent’s Technical Response Points for RFQ Attachments B & C to determine which of the Respondents are considered Qualif ied and within the Competitive Range.

5.3. Cost Proposals: If cost is included for this solicitation, then Cost Proposals will be opened for the highest evaluated Respondent. If the Cost Proposal is not acceptable to the State and the Respondent, then the State will open the Cost Proposal for the next apparent highest evaluated Respondent. See RFQ Attachment D, Cost Proposal.

5.4. Clarif ications and Negotiations: The State reserves the right to award a contract on the basis of initial responses received; therefore, each response should contain the respondent’s best terms f rom a technical and cost standpoint. However, the State reserves the right to conduct clarifications or negotiations with respondents. All communications, clarifications, and negotiations shall be conducted in a manner that supports fairness in response improvement.

5.4.1. Clarif ications: The State may identify areas of a response that may require further clarif ication or areas in which it is apparent that there may have been miscommunications or misunderstandings as to the State’s specifications or requirements. The State may seek to clarify those issues identified during one or multiple clarification round(s). Each clarif ication sought by the State may be unique to an individual respondent.

5.4.2. Negotiations: The State may elect to negotiate with Qualif ied Respondents, within the competitive range, by requesting revised responses, negotiating costs, or f inalizing contract terms and conditions. The State reserves the right to conduct multiple negotiation rounds.

5.4.2.1. Cost Negotiations: All responsive respondents within the competitive range will be given equivalent information with respect to cost negotiations. All cost negotiations will be documented for the procurement file. Additionally, the State may conduct target pricing and other goods or services level negotiations. Target pricing may be based on considerations such as current pricing, market considerations, benchmarks, budget availability, or other methods that do not reveal individual respondent pricing. During target price negotiations, respondents are not obligated to meet or beat target prices, but will not be allowed to increase prices.

RFQ # 33501-252004 Release #2 16

5.4.2.2. If the State determines costs and contract finalization discussions and negotiations are not productive, the State reserves the right to bypass the apparent best evaluated Respondent and enter into contract negotiations with the next apparent best evaluated Respondent.

5.5. Evaluation Guide

The State will consider qualifications, experience, technical approach, and cost (if applicable) in the evaluation of responses and award points in each of the categories detailed below. The maximum evaluation points possible for each category are detailed below.

5.6. Contract Award

5.6.1. The Solicitation Coordinator will determine the apparent best-evaluated response using the scoring provided by the Proposal Evaluation Team. (To effect a contract award to a Respondent other than the one receiving the highest evaluation score, the Solicitation Coordinator must provide written justif ication and obtain written approval of the Chief Procurement Officer and the Comptroller of the Treasury.)

5.6.2. The State reserves the right to make an award without further discussion of any response.

5.6.3. The State will issue an Evaluation Notice and make the RFQ files available for public inspection at the time and date specif ied in the RFQ §2, Schedule of Events.

NOTICE: The Evaluation Notice shall not create rights, interests, or claims of entitlement in either the Respondent identif ied as the apparent best evaluated or any other Respondent.

5.6.4. The Respondent identified as offering the apparent best-evaluated must sign a contract drawn by the State pursuant to this RFQ. The contract shall be substantially the same as the RFQ Attachment G, pro forma contract. The Respondent must sign said contract no later than the Respondent Contract Signature Deadline detailed in RFQ § 2, Schedule of Events. If the Respondent fails to provide the signed contract by the deadline, the State may determine the Respondent is non-responsive to this RFQ and reject the response.

5.6.5. Notwithstanding the foregoing, the State may, at its sole discretion, entertain limited negotiation prior to contract signing and, as a result, revise the pro forma contract terms and conditions or performance requirements in the State’s best interests, PROVIDED THAT such revision of terms and conditions or performance requirements shall NOT materially af fect the basis of response evaluation or negatively impact the competitive nature of the RFQ and contractor selection process.

5.6.6. If the State determines that a response is nonresponsive and rejects it, the Solicitation Coordinator will re-calculate scores to determine (or re-determine) the apparent best-evaluated response.

Evaluation Category Maximum Points Possible Mandatory Requirements (refer to RFQ Attachment A) Pass/Fail General Qualif ications, Experience, Technical Qualif ications, Experience & Approach (refer to RFQ Attachment B)

Technical Qualif ications, Experience & Approach (refer to RFQ Attachment C) 70

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ATTACHMENT A

TECHNICAL RESPONSE & EVALUATION GUIDE

All Respondents must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). All Respondents must also detail the response page number for each item in the appropriate space below.

The Solicitation Coordinator will review all responses to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail. For each item that is not addressed as required, the Solicitation Coordinator must review the responses and attach a written determination. In addition to the Mandatory Requirement Items, the Solicitation Coordinator will review each response for compliance with all RFQ requirements.

RESPONDENT LEGAL ENTITY

NAME:

Response Page #

(Responden t completes)

Item Ref. Section A— Mandatory Requirement Items Pass/Fail

The Technical Response must be delivered to the State no later than the Technical Response Deadline specified in the RFQ § 2, Schedule of Events.

The Technical Response must not contain cost or pricing information of any type.

The Technical Response must not contain any restrictions of the rights of the State or other qualification of the response.

A Respondent must not submit alternate responses.

A Respondent must not submit multiple responses in different forms (as a prime and a subcontractor).

A.1. Provide the Statement of Certifications and Assurances (RFQ Attachment E) completed and signed by an individual empowered to bind the Respondent to the provisions of this RFQ and any resulting contract. The document must be signed without exception or qualification.

A.2. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall perform work 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.

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

A.4. Provide a written statement confirming Respondent’s understanding that TeamMate+® is the State’s designated software system for

RFQ # 33501-252004 Release #2 18

RESPONDENT LEGAL ENTITY

NAME:

Response Page #

(Responden t completes)

Item Ref. Section A— Mandatory Requirement Items Pass/Fail workpaper preparation and that the Respondent is not proposing any alternative software system in its Technical Response.

A.5. Provide a written statement confirming the Respondent can provide a certificate of completion in order to satisfy continuing education credits for Certified Public Accountants (CPAs) and Certified Financial Examiners (CFEs/CFE-As) for any financial analysis training or education it provides.

State Use – RFQ Coordinator Signature, Printed Name & Date:

RFQ # 33501-252004 Release #2 19

ATTACHMENT B

TECHNICAL RESPONSE & EVALUATION GUIDE

SECTION B: GENERAL QUALIFICATIONS & EXPERIENCE. 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 also detail the response page number for each item in the appropriate space below. Evaluation Team members will independently evaluate and assign one score for all responses to Section B— General Qualifications & Experience Items.

RESPONDENT

LEGAL ENTITY

NAME:

Response Page #

(Respondent completes)

Item Ref. Section B— General Qualifications & Experience Items

B.1. Detail the name, e-mail address, mailing address, telephone number, and facsimile number, if applicable, of the person the State should contact regarding the response.

B.2. Describe the Respondent’s form of business (i.e., individual, sole proprietor, corporation, non-profit corporation, partnership, limited liability company) and business location (physical location or domicile).

B.3. Detail the number of years the Respondent has been in business.

B.4. Briefly describe how long the Respondent has been performing the goods or services required by this RFQ.

B.5. Describe the Respondent’s number of employees, client base, and location of offices.

B.6. Provide a statement of whether there have been any mergers, acquisitions, or sales of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details.

B.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, proposed to provide work on a contract pursuant to this RFQ, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details.

B.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.

B.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 RFQ 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 RFQ.

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

RFQ # 33501-252004 Release #2 20

(Respondent completes)

Item Ref. Section B— General Qualifications & Experience Items require the Respondent to submit proof of such licensure detailing the state of licensure and licensure number for each person or entity that renders such opinions.

B.10.

Provide a statement of whether there is 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

RFQ.

NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions.