Solicitation # 33501-261025

STATE OF TENNESSEE

DEPARTMENT OF COMMERCE AND INSURANCE

SOLICITATION # 33501-261025

FOR COURT REPORTER SERVICES

1. INTRODUCTION

The State of Tennessee, Department of Commerce and Insurance, hereinafter referred to as the “State,” issues this Solicitation to define minimum contract requirements; solicit responses; detail response requirements; and outline the State’s process for evaluating responses and selecting a contractor to provide the needed goods or services.

1.1. Scope of Service, Contract Period, & Required Terms and Conditions

The Solicitation Attachment 2, Pro Forma Contract details the State’s requirements:

Scope of Services and Deliverables (Section A);

Contract Period (Section B);

Payment Terms (Section C);

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

The pro forma contract substantially represents the contract document that the successful Respondent must sign.

1.1.1. Only the State’s official, written responses and communications with Respondents are binding with regard to this Solicitation. Oral communications between a State official and one or more Respondents are unofficial and non-binding.

1.1.2. The State will convey all official responses and communications related to this Solicitation to the prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to Solicitation Section 1.3).

1.1.3. The State reserves the right to determine, at its sole discretion, the method of conveying official, written responses and communications related to this Solicitation. Such written communications may be transmitted by mail, hand-delivery, facsimile, electronic mail, Internet posting, or any other means deemed reasonable by the State.

1.1.4. The State reserves the right to determine, at its sole discretion, the appropriateness and adequacy of responses to written comments, questions, and requests related to this Solicitation.

1.2. Assistance to Respondents with a Handicap or Disability

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

1.3. Notice of Intent to Respond

Before the Notice of Intent to Respond Deadline detailed in the Solicitation Section 2, Schedule of Events, prospective 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; and the contact person’s mailing address, telephone number, facsimile number, and e-mail address.

A Notice of Intent to Respond creates no obligation and is not a prerequisite for submitting a response, however, it is necessary to ensure receipt of any Solicitation amendments or other notices and communications relating to this Solicitation.

1.4. Response Deadline

A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the Solicitation Section 2, Schedule of Events. The State will not accept late responses, and a Respondent’s failure to submit a response before the deadline will result in disqualification of the response.

1.5. Response Form

A response to this Solicitation must be economically prepared, with emphasis on completeness and clarity.

A response, as well as any reference material presented, must be written in English, must be written on standard 8 ½” x 11” pages (although oversize exhibits are permissible), and a 12-point font for text must be used. All response pages must be numbered.

1.6. Response Delivery and Restrictions

1.6.1. A Respondent must submit one (1) original Response as specified below.

1.6.1.1. Labeled “Solicitation # 33501-261025 RESPONSE”

1.6.1.2. Must be submitted by electronic mail to the Solicitation Coordinator at the following email address ci.procurement@tn.gov

1. 6.2. A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in Solicitation Section 2, Schedule of Events. Solicitation Coordinator information:

Chad Butler, Solicitation Coordinator Department of Commerce and Insurance 500 James Robertson Parkway Nashville, Tennessee 37243 ci.procurement@tn.gov

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

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

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

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

1.7. Response Preparation Costs

The State will not pay any costs associated with the preparation, submittal, or presentation of any response.

mailto:ci.procurement@tn.gov mailto:ci.procurement@tn.gov

2. SOLICITATION SCHEDULE OF EVENTS

2.1. The following Solicitation Schedule of Events represents the State’s best estimate for this Solicitation.

EVENT TIME

(Central Time)

DATE

1. Solicitation Issued

October 3, 2025

2. Disability Accommodation Request Deadline 2:00 p.m. October 8, 2025

3. Notice of Intent to Respond Deadline 2:00 p.m. October 10, 2025

4. Written “Questions & Comments” Deadline 2:00 p.m. October 17, 2025

5. State Response to Written “Questions & Comments”

October 22, 2025

6. Response Deadline 2:00 p.m. October 29, 2025

7. State Completion of Response Evaluations

November 3, 2025

8. State Notice of Intent to Award Released and Solicitation Files Opened for Public Inspection

2:00 p.m. November 5, 2025

9. End of Open File Period

November 12, 2025

10. State sends contract to Contractor for signature

November 13, 2025

11. Contractor Signature Deadline 2:00 p.m. November 19, 2025

2.2. The State reserves the right, at its sole discretion, to adjust the Solicitation Schedule of Events as it deems necessary. Any adjustment of the Schedule of Events shall constitute a Solicitation amendment, and the State will communicate such to prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to section 1.3).

3. GENERAL CONTRACTING INFORMATION & REQUIREMENTS

3.1. Solicitation Amendment

The State at its sole discretion may amend this Solicitation, in writing, at any time prior to contract award.

However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential Respondents to meet the response deadline and revise the Solicitation Schedule of Events if deemed appropriate. If a Solicitation amendment is issued, the State will convey it to potential Respondents who submitted a Notice of Intent to Respond (refer to Solicitation Section 1.3). A response must address the final Solicitation (including its attachments) as amended.

3.2. Solicitation Cancellation

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

3.3. State Right of Rejection

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

3.3.2. The State may deem as non-responsive and reject any response that does not comply with all terms, conditions, and performance requirements of this Solicitation. Notwithstanding the foregoing, the State reserves the right to waive, at its sole discretion, minor variances from full compliance with this Solicitation. If the State waives variances in a response, such waiver shall not modify the Solicitation requirements or excuse the Respondent from full compliance, and the State may hold any resulting Contractor to strict compliance with this Solicitation.

3.4. Professional Licensure and Certification

3.4.1. Per Tenn. Code Ann. § 20-9-603, effective July 1, 2010, no person, except as otherwise provided by law, shall practice or attempt to practice court reporting in the State of Tennessee unless the person is a licensed court reporter. Accordingly, an apparent successful Respondent must be licensed as a court reporter and be in good standing with the Tennessee Department of Commerce and Insurance. Before the contract resulting from this Solicitation can be awarded, an apparent successful Respondent must provide a copy of his or her license to the Solicitation Coordinator.

3.5. Department of Revenue Registration

3.5.1. Before the Contract resulting from this Solicitation is signed, the apparent successful Respondent must be registered with the Tennessee Department of Revenue for the collection of Tennessee sales and use tax. The State shall not award a contract unless the Respondent provides proof of such registration or provides documentation from the Department of Revenue that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this 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

3.6. Insurance Requirements

3.6.1. Before the contract resulting from this Solicitation becomes effective, an apparent successful

Respondent must provide to the State a Certificate of Insurance (“COI”) evidencing the coverages and amounts specified in Contract Section D.32. (see Solicitation Attachment 2, Pro Forma Contract, Section D.32., Insurance) https://tntap.tn.gov/eservices/_/#1

3.7. Disclosure of Response Contents

3.7.1. All materials submitted to the State in response to this Solicitation shall become the property of the State of Tennessee. Selection or rejection of a response does not affect this right. By submitting a response, a Respondent acknowledges and accepts that the full response contents and associated documents will become open to public inspection in accordance with the laws of the State of Tennessee.

3.7.2. The State will hold all response information in confidence during the evaluation process.

3.7.3. Upon completion of response evaluations, indicated by public release of a Notice of Intent to Award, the responses and associated materials will be open for review by the public in accordance with Tenn. Code Ann. § 10-7-504(a)(7).

3.8. Contract Approval and Contract Payments

3.8.1. After contract award, the Contractor who is awarded the contract must submit appropriate documentation with the Department of Finance and Administration, Division of Accounts.

3.8.2. This Solicitation and its contractor selection processes do not obligate the State and do not create rights, interests, or claims of entitlement in either the Respondent with the apparent best-evaluated response or any other Respondent. State obligations pursuant to a contract award shall commence only after the Contract is signed by the State agency head and the Contractor and after the Contract is approved by all other state officials as required by applicable laws and regulations.

3.8.3. No payment will be obligated or made until the relevant Contract is approved as required by applicable statutes and rules of the State of Tennessee.

3.9. Severability

If any provision of this Solicitation is declared by a court to be illegal or in conflict with any law, said decision will not affect the validity of the remaining Solicitation terms and provisions, and the rights and obligations of the State and Respondents will be construed and enforced as if the Solicitation did not contain the particular provision held to be invalid.

3.10. 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 Solicitation process.

4. EVALUATION & CONTRACT AWARD

4.1. Evaluation Process

This evaluation process is designed to award the contract(s) resulting from this Solicitation to the Respondent(s) deemed by the State to be responsive and responsible and who offer the best combination of attributes based upon the evaluation criteria. (“Responsive Respondent” is defined as a Respondent that has submitted a response that conforms in all material respects to the Solicitation. “Responsible Respondent” is defined as a Respondent that has the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.)

4.1.1. Response Evaluation. The Solicitation Coordinator will use the Solicitation Attachment 1, Proposal & Evaluation Guide to manage the Proposal Evaluation and maintain evaluation records.

4.1.1.1. The State reserves the right, at its sole discretion, to request Respondent clarification of a response or to conduct clarification discussions with any or all Respondents. Any such clarification or discussion will be limited to specific sections of the response identified by the State. The subject Respondent must put any resulting clarification in writing as may be required and in accordance with any deadline imposed by the State.

4.1.1.2. The Solicitation Coordinator will independently evaluate each Response (that is responsive to the Solicitation) against the evaluation criteria in this Solicitation and will score each as Pass/Fail in accordance with the Solicitation Attachment 1, Proposal & Evaluation Guide.

4.2. Contract Award Process

4.2.1 The Solicitation Coordinator will send the scores to the head of the procuring agency for consideration along with any other relevant information that might be available and pertinent to contract award.

4.2.2. The State will issue a Notice of Intent to Award identifying the apparent best-evaluated responses and make the Solicitation files available for public inspection at the time and date specified in the Solicitation Section 2, Schedule of Events.

NOTICE: The Notice of Intent to Award shall not create rights, interests, or claims of entitlement in either the apparent best-evaluated Respondent or any other Respondent.

4.2.3. The Respondents identified as offering the apparent best-evaluated responses will be required to sign a contract drawn by the State pursuant to this Solicitation. The Contract shall be substantially the same as the Solicitation Attachment 2, Pro Forma Contract. The Respondent must sign the contract by the Contractor Signature Deadline detailed in the Solicitation Section 2, Schedule of Events. If the Respondent fails to provide the signed Contract by this deadline, the State may determine that the Respondent is non-responsive to this Solicitation and reject the response.

Multiple contracts may be awarded from this Solicitation.

SOLICITATION ATTACHMENT 1

PROPOSAL & EVALUATION GUIDE

Applicants must address all items detailed below and provide, in sequence, the information and documentation as required.

Applicants must also detail the response page number for each item in the appropriate space below.

RESPONDENT

LEGAL ENTITY

NAME:

Response Page #

(Respondent completes)

Item Ref.

Questions

Pass/Fail

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

A.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).

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

A.4. Briefly describe how long the Respondent has been providing the goods or services required by this Solicitation.

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

A.6. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall cause to deliver goods or perform services under the contract has a possible conflict of interest (e.g., employment by the State of Tennessee) and, if so, the nature of that conflict.

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

A.7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees or agents, involved in the delivery of goods or performance of services on a contract pursuant to this Solicitation, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details.

A.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.

A.9. Provide a statement of whether there is any material, pending litigation against the Respondent that the Respondent should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this Solicitation or is likely to have a material adverse effect on the Respondent’s financial condition. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Respondent’s performance in a contract pursuant to this Solicitation.

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

A.10. Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this Solicitation (e.g., prior experience, training, certifications, resources, program and quality management systems, etc.).

RESPONDENT

LEGAL ENTITY

NAME:

Response Page #

(Respondent completes)

Item Ref.

Questions

Pass/Fail

Provide a copy of all credentials required to perform these services.

A.11. Provide a statement of whether the Respondent has any current contracts with the State of Tennessee or has completed any contracts with the State of Tennessee within the previous five (5) year period. If so, provide the following information for all current and completed contracts:

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

(b) the procuring State agency name;

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

(d) the contract period; and

(e) the contract number.

A.12. Provide a statement and any relevant details addressing whether the Respondent is any of the following:

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

(b) has within the past three (3) years, been convicted of, or had a civil judgment rendered against the contracting party from commission of fraud, or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

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

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

A.13. Provide a statement that details the Respondent’s ability to produce transcripts in accordance with the Tennessee Board of Court Reporting Transcript Guidelines.

SCORE (Items above):

(maximum possible pass = 13 of 13)

State Use – Evaluator Initials and Notes:

SOLICITATION ATTACHMENT 2

PRO FORMA CONTRACT

The pro forma contract detailed in following pages of this exhibit contains some "blanks" (signified by field descriptions in capital letters or red text) that will be completed with appropriate information in a final contract.

03.05.25 FA

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF COMMERCE AND INSURANCE

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Department of Commerce and Insurance (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of court reporter services, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. The Contractor shall provide court reporter services for all division and program areas of the Tennessee Department of Commerce and Insurance. Court reporter services include, but are not limited to, appearances at hearings, depositions, or board meetings, transcript preparation, transcript certification, delivery of transcripts, and miscellaneous services (e.g., postage, notarization, etc.).

A.3. The court reporter or court reporters provided by the Contractor under this contract shall maintain a license to perform court reporter services in the State of Tennessee for the duration of this contract.

A.4. The court reporter or court reporters performing services under this Contract shall comply with all applicable federal, state, and local laws, rules, regulations, and policies governing court reporting in the State of Tennessee, including but not limited to:

a. The Tennessee Court Reporter Act of 2009, Tenn. Code Ann. § 20-9-601, et seq.;

b. The rules and regulations promulgated by the State, including those set forth in Tenn. Comp. R. &

Regs. 0455-01-01, et seq.;

c. The Tennessee Department of Commerce and Insurance’s relevant internal policies and procedures relating to administrative proceedings and court reporting services; and

d. Any specific instructions or additional guidelines provided by the State under this Contract.

A.5. The court reporter or court reporters performing services under this Contract shall comply with the

Tennessee Board of Court Reporting Uniform Transcript Guidelines, attached hereto as Attachment B, unless otherwise directed by the State.

A.6. The court reporter or court reporters performing services under this Contract shall use the sample reporter’s certificate for depositions and/or court hearings, attached hereto as Attachment C, as well as the sample recommendation for transcription requests involving another individual’s stenographic notes and/or electronic recordings, attached hereto as Attachment D, unless otherwise directed by the State.

A.7. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period.

Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

A.8. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by

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

A.9. The Contractor shall provide the State with a certified original transcript, either in paper or digital format, within thirty (30) calendar days following the conclusion of any court proceeding, board meeting, deposition, or similar event for which a transcript is prepared and requested. The Regular Delivery rate for an Original Transcript shall apply unless the State specifically requests Expedited or Next Day Delivery.

B. TERM OF CONTRACT:

This Contract shall be effective for the period beginning on DATE (“Effective Date”) and ending on June

30, 2030, (“Term”). The State shall have no obligation for goods delivered or services provided by the Contractor prior to the Effective Date.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed fifty-five thousand dollars and zero cents ($55,000.00) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

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

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

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

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

Goods or Services Description Amount (per compensable increment)

Full Day – Court Reporter Service (More than 4 hours of service provided in a single day)

$600.00 per day

Half Day – Court Reporter Service (Service provided for 4 hours or less in a single day, or if the State cancels with less than 24 hours’ notice)

$400.00 per day

Overtime – Court Reporter Service (hourly compensation ONLY for the period of service exceeding 8 hours in one day – payable in addition to the Full Day rate only as applicable)

$50.00 per hour

Original Transcript (Paper or Digital)

- Regular Delivery (More than 3 Days)

$5.00 per page

Additional Copy (Paper or Digital)

- Regular Delivery (More than 3 Days)

$3.00 per page

Original Transcript (Paper or Digital)

- Expedited Delivery (2–3 days)

$10.00 per page

Additional Copy (Paper or Digital)

- Expedited Delivery (2–3 days)

$10.00 per page

Original Transcript (Paper or Digital)

- Next Day Delivery

$12.00 per page

Additional Copy (Paper or Digital)

- Next Day Delivery

$12.00 per page

Miscellaneous Services (e.g. postage, notarization, etc.) $50.00

Certified copies from the court clerk (e.g. for exhibit attachment) $50.00

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

The Contractor must include (in addition to other invoice requirements of this Contract) a complete itemization of requested travel compensation and appropriate documentation and receipts as required by the "State Comprehensive Travel Regulations." The payment methodology in Section C.3 and the Travel Compensation provided in Section C.4.shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct or indirect costs incurred or to be incurred by the Contractor.

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

Tennessee Department of Commerce and Insurance

Attention: Accounts Payable

500 James Robertson Parkway Nashville, TN 37243 ciaccounts.payable@tn.gov

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

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

(2) Invoice date;

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

(4) Customer account name: Department of Commerce and Insurance, Legal Division;

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

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

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

(9) Contractor remittance address;

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

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

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

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

(14) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in Section A and in accordance with payment terms and conditions set forth in Section C;

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

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

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

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

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

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

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

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

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

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form. The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

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

The State:

Chad Butler, Associate General Counsel Department of Commerce and Insurance

500 James Robertson Parkway Nashville, Tennessee 37243

Chadwick.Butler@tn.gov Telephone # 615-253-4790

The Contractor:

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

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

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all

Parties and approved by all applicable State officials.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this

Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”), the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.

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

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

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

(6) months has been, an employee of the State of Tennessee.

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

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

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

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

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

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

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

e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a

United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or

(v) is otherwise authorized to provide services under the Contract.

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

D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.

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

D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties.

D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party.

D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.

D.17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this

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

D.18. Limitation of Contractor’s Liability. In accordance with Tenn. Code Ann. § 12-3-701, the Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section.

D.19. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract.

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

D.20. HIPAA Compliance. As applicable, the State and Contractor shall comply with obligations under the

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

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

b. Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers…