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STATE OF TENNESSEE PROCUREMENT COMMISSION 3rd Floor , William R. Snodgrass T N Tower, 312 Rosa L. Parks Avenue Nashville, Tennessee 37243 -1102 -AGENDA - PROCUREMENT COMMISSION MEETING #04 8 WEDNESDAY, MARCH 5 , 2025 2:00 P.M. –3:00 P.M. KNOXVILLE ROOM AND TEAMS Agenda Item Page # I. Call to Order -- II. Public Comments……………………………………………………………………………………………………………………………….… …... III. Approval of Minutes from October 31 , 2024 , Meeting ………………………………………………………. ........................ ... IV. Procurement Commission Agenda Overview………………………………………………………………… ........ ......... ............. . -- 4 10 V. Consent Agenda Items: (1)Notice of Intent to Award (NOIA) and Protest Procedures …………………………………………………………………… (2)FA Template – TennCare Liquidated Damages ………………………………………………………………….… ………………. (3)RFP Template, Section #. 5.2.1.5 …………………………………………………………………………………………………………. (4) GU- NC and GU -RV………………………………………………………………………………………………………………………………… (5)RFP Template Section A. Option: Credit Rating ………………………………………………………………………………… …. (6)Local Purchase Authority Model …………………………………………………………………………………………………………… (7)Insurance of the State of Tennessee ……………………………………………………………………………………………………. (8)RFP Template GO -DBE Website correction ……………………………………… ……………… ………………………………… .. (9)Audit Report ………………………………………………………………………………………………………………………………………… (10) Procurement of Recovered Materials and Prohibition on Certain Telecommunications Clauses ………… (11) PO Terms and Conditions ……………………………………………………………………………………………………………………. 15 23 28 30 32 34 39 41 43 45 48 VI. New Business: Proposed changes to the following Central Procurement Office document s (see attached documentation) : (1)Interagency (IA) – Data Sharing Agreements ……………………………………………………………………………………… … (2)Confidentiality of Records Contract Term ……………………………………………………………………………………………. (3)Purchasing Manual Section P -Card 10.8…………………………………………………………………………………………… …. (4)References……………………………………………………………………………………………………………….…………………………. (5)TEMA - Delegated Grant Authority (“DGA”) Model …………………………………………………………………………………56 58 60 62 64 1 Agenda Item Page # VII. Reports: (see attached documentation) (1)Certification Related Items (CMRA)……………………………………………………………………… .................................... (2)Limitation of Liability ............................................................................................................................. .............. (1)Memorandum of Understanding (MOU)............................................................................................ .......... .... 71 75 81 VIII. Other Busin ess (3)Consent to Cancel March 20, 2025, Procurement Commission Meeting – next meeting scheduled for April 17, 2025………………………………………………………………………………………………………………………………………. X. Adjournment -- 2 MINUTES OF OCTOBER 31, 2024 MEETING 3 MINUTES P ROCUREMENT COMMISSION MEETING #047 THURSDAY, OCTOBER 31 , AT 9:00 A.M. NASHVILLE ROOM /TEAMS Members in Atte ndance : Jason Mumpower, Comptroller of the Treasury; Matt Van Epps , Commissioner, Department of General Services; Jim Bryson, Commissioner of Finance and Administration; Mike Perry, Chief Procurement Office Others in Attendance : Bryan Chriske, Eugene Neubert, Paul Krivacka, Robin Upchurch, Jenny Young, Christy Allen TEAMS Att endance : Judy Tribble , Karen Conway, Sharon Pope, Tammy Byrd, Lorraine Lassourreille, Elizabeth Orange, Debi Moss, Mary Lee , Heather Pease, Anetra Smith, Genell Jordan, Leslie Hafner , Teresa K. Sneed, Leonard Chadwick, Kelly Johns, Amanda Head, Mary Anne Queen, Owen Rosenberg, Nicholas Edwards I. Introduction of Procurement Commission Chairman: Mike Perry introduced Commissioner Matt Van Epps as the newly appointed Chair of theProcurement Commission. II. Call to Order: Commissioner Van Epps called the meeting to order and recognized that a quorum of Procurement Commission ("Commission") members was present. All members voted in favor – none opposed, whereupon the minutes were approved. III. Minutes from June 25, 2024 , Meeting: Commissioner Van Epps presented the June 25, 2024, minutes for approval. Comptroller Mumpower moved the adoption of the June 25, 2024 , Procurement Commission meeting minutes as presented. Commissioner Bryson seconded the motion. All members voted in favor – none opposed. IV. Public Comments: Commissioner Van Epps asked if there were any public comments, of which there were none . Tennessee Tower, 3rd Floor, 312 Rosa L. Parks Avenue, Nashville, TN 37243 Tel: 615 -741-1035 • Fax: 615 -741-0684 • tn.gov/generalservices/ 4 V. Consent Agenda Items. Commissioner Van Epps presented the Consent Agenda items (1) through (8) for appr oval. (1)ADA Compliance Instructions (2)RFP and RFQ Schedule of Events: Option: Round 2 Q&C – NEW (3)Procurement Procedures Manual at section 10.8. P -Card Purchases (4)OCJP Optional Language (5)Grants Amendment Template (6)Options: Match/Share (7)GR & GG, Optional Language for the Department of Agriculture and the Department of Human Services (8)Configurator Term Mr . Paul Krivacka, Director of Legal and Compliance, Central Procurement Office, stated that items (1) through ( 8) are being presented for approval today as Consent Agenda items, and he was available for any questions on the Consent Agenda items. Commissioner Van Epps asked if there were any comments or questions on the consent agenda items. S eeing no discussion, Comptroller Mumpower made a motion to approve Consent Agenda items (1) through ( 8). Commissioner Bryson seconded the motion. All members voted in favor – none opposed. VI. New Business: Mr. Krivacka presented the following New Business agenda items: Mr . Krivacka stated there were (4) new business items. The following items would be taken together: •Items (3), and ( 4) are being taken together. Mr . Krivacka proceeded to present agenda item (1): ( 1)Procurement Procedures Manual at section 6.7. Purchase Order Exemptions Mr . Krivacka summarized the following points regarding the Procurement Procedures Manual at section 6.7. Purchase Order Exemption Proposals : •T his proposal revises the dollar amount when a purchase order or contract is not needed from if “the purchase does not exceed ten thousand dollars” to “twenty -five thousand dollars” . •T he nature of the items on the list are items that purchase orders or contracts are often impracticable (e.g., court fees; building permits); and this willsynchronize the dollar amount to the Small Purchase amount thresholdrecently permitted by Tenn. Cod e Ann. §12 -3-503(b). •This proposal also adds a new item to the list for organizational membership fees or dues. 5 Seeing no discussion on agenda item (1), Comptroller Mumpower made a motion to approve the Procurement Procedures Manual at section 6.7. Purchase Order Exemptions as presented. The motion was seconded by Commissioner Bryson . All members voted in favor – none opposed. Mr. Kr ivacka then proceeded to present agenda item (2): (1)Op tion: Waiver of Subrogation Mr. Kr ivacka presented the following point regarding the Option: Waiver of Subrogation proposal : •Thi s proposal adds a new option to the Insurance Options that would allow for additional optional language if the Contractor cannot obtain insurancecoverage containing an endorsement for a waiver of subrogation in favor ofthe State. •This option will primarily be utilized in contracts involving professional services; however, it may also be utilized for non- professional services without needing a Rule Exception Request when necessitated by the marketplace or otherwise as appropriate. See ing no discussion on agenda item (2), Comptroller Mumpower made a motion to approve Information Option: Waiver of Subrogation as presented. The motion was seconded by Commissioner Bryson. All members voted in favor – none opposed. Mr. Krivacka requested to present agenda items (3) and (4) together: (2)GR and GG Template (Updates to the Uniform Guidance) – Audit Threshold: (3)GR and GG Template (Updates to the Uniform Guidance) – Equipment Mr. Kr ivacka presented the following points regarding the GR and GG Template (Updates to the Uniform Guidance) – Audit Threshold and GR and GG Template (Updates to the Uniform Guidance) – Equipment Threshold proposals: •Thes e changes to the audit and equipment thresholds come from the OMB updates to the Uniform Guidance 2024 Revision. •The update to the audit threshold is increasing the amount of Federal fundingan entity needs to expend in a single fiscal year to be subject to an audit; that amount is increasing from $750,000 to $1,000,000. •The update to the equipment threshold is increasing the amount required foran item to be defined as “equipment” and thus subject to Federal interest inthe item; that amount is increasing from $5,000 to $10,000. •These changes to the GR and GG templates would raise the threshold for theState audit and equipment thresholds to keep them in line with the Federalthresholds. 6 Commissioner Bryson: Paul , did you say the equipment threshold is being updated to mirror the federal guidelines? Paul Krivacka: that is correct. C ommissioner Bryson: is that also for the audit threshold? P aul Krivacka: the audit and equipment threshold increases because of the uniform guidance 2024 revisions. S eeing no discussion on agenda items (3) and (4), Comptroller Mumpower made a motion to approve the GR and GG Template (Updates to the Uniform Guidance) – Audit Threshold and GR and GG Template (Updates to the Uniform Guidance) – Equipment Threshold proposals as presented. The motion was seconded by Commissioner Bryson. All members voted in favor – none opposed. VII. Approval of State of Tennessee Department of Environment and Conservation Policies and Procedures: ( 1)Park Purchasing Policy Under TCA § 11 -3-112, State of Tennessee Department of Environment and Conservation (2) Procedures for Protest After Notice of Intent to Award, State of Tennessee Department ofEnvironment and Conservation Mr . Krivacka presented the State of Tennessee Department of Environment and Conservation Policies and Procedures for approval. C omptroller Mumpower: under this agenda item, the Procurement Commission is approving the park purchasing and the procedure to protest together. And it was as it was presented in the materials we reviewed S eeing no further discussion on this agenda item, Comptroller Mumpower made a motion to approve Park Purchasing Policy Under TCA § 11 -3-112, State of Tennessee Department of Environment and Conservation and Procedures for Protest After Notice of Intent to Award, State of Te nnessee Department of Environment and Conservation as presented. The motion was seconded by Commissioner Bryson. All members voted in favor – none opposed. VIII. Reports: Mr. Krivacka presented the following standard reports for acknowledgment and informational purposes: 1)C ertification Related Items (CMRA) 2)Limitation of Liability 3)Memorandum of Understanding (MOU) 4)Remanufactured Goods 7 Commissioner Van Epps requested that the minutes reflect that the reports were presented and accepted. IX. Other Business: Consent to Cancel the November 14, 2024 , Procurement Commission Meeting: C omptroller Mumpower, Commissioner Van Epps , and Commissioner Bryson verbally consented to cancel the November 14 , 2024 , Procurement Commission meeting. The next meeting is scheduled for December 19, 2024. A motion was made by Comptroller Mumpower and was seconded by Commissioner Bryson. All members voted in favor – none opposed. X. Adjournment: Seeing no other business, Commissioner Van Epps concluded that there was no other business, and the October 31, 2024 , Procurement Commission meeting was adjourned. 8 PROCURMENT COMMISSION AGENDA OVERVIEW 9 Consent Agenda Items 1.Notice of Inte nt to Award (NOIA) and Protest Procedures •The NOIA and Protest Procedures were updated at the June 25, 2024 Procurement Commission Meeting to reflect changes adopted by Pub. Ch. 634 (2024). •This request updates the reference from the Pub. Ch. reference to the TCA citation (Tenn. CodeAnn. § 12 -3-514). 2.FA Template – TennCare Liquidated Damages •TennCare has recently reviewed its optional liquidated damages language in the FA contract template and have some updates to the language. •The requested edits update the formatting and terminology for consistency, e.g., “HCFA” shouldbe “TennCare.” 3.RFP Template, Section #. 5.2.1.5. •Request to add the following language to clarify the roles of the Proposal Evaluation Team andthe Solicitation Coordinator. 5.2.1.5. Before Cost Proposals are opened, the Proposal Evaluation Team and the Solicitation Coordinator will review the Technical Response Evaluation record and any other available information pertinent to whether or not each Respondent is responsive and responsible. If the Proposal Evaluation Team or the Solicitation Coordinator identifies any Respondent that does not meet the responsive and responsible thresholds such that the team or the Solicitation Coordinator would not recommend the Respondent for Cost Proposal Evaluation and potential contract award, the team members or the Solicitation Coordinator will fully document the determination. 4. GU -NC and GU -RV •Request to re vise section D.8. Records retention period from three (3) to five (5) years. •This standard is consistent with recent legislation passed. Please see Tenn. Code Ann. § 12 -3- 602 for more information. 5.RFP Template Section A. Option: Credit Rating: A.#. Provide a current credit rating from Moody’s, Standard & Poor’s, Dun & Bradstreet , A.M. Best or Fitch Ratings, verified and dated within the last three (3) months and indicating a positive credit rating for the Respondent. •This would add Dun & Bradstreet report to the list of acceptable credit ratings as an additional option for respondents. 6.Local Purchase Authority Model •This request adds additional language to the Local Purchase Authority Model regarding Response Due Date to the Model as follows: o When soliciting quotes, please be sure to clearly indicate when the Responses are due. In order to maximize opportunities for competition, allowing at least 2 business days for respondents to respond, when practicable, is recommended. 10 7.Insurance of the State of Tennessee •This request will update the hyperlink to the website where the State of Tennessee’s Certificate of Self-Insurance may be obtained. 8.RFP Template GO -DBE Website correction: •Revise the RFP Template at section 1.4.2.2. to correct the website link. •The correct website is as follows: https://www.tn.gov/generalservices/procurement/central - procurement -office --cpo-/go-dbe/about -us.html 9.Audit Report •This r equest will add a reference to the “Audit Report” Contract Term in the instructional text for additional clarity. •This request will r emove the Notice of Audit Report Attachment that is included in the GG Options for D.19. as this functionality has transitioned to Edison. 10.Procurement of Recovered Materials and Prohibition on Certain Telecommunications Clauses •This proposal will update the Procurement of Recovered Materials and Prohibition on Certain Telecommunications contract clauses to align with minor changes made to the terms at 2 CFR Part 200, Appendix II. 11.PO Terms and Conditions •This proposal corrects reference from Office of Information Resources to Strategic TechnologySolutions. •This proposal also adds additional instructional text so that terms that are included in the FA Template may be added and re- numbered as appropriate. New Business Agenda Items 1.Interagency (I A) – Data Sharing Agreements •This request adds a note specific to when State Agencies are entering into a data sharing agreement. •In particular, while the current template provides that it is the responsibility of the ProcuringState Agency to adequately draft specifications of goods or services; however, if the scope ofservices involves data -sharing then the Gate Keeper State Agency (i.e., the data owner or data steward) will need to take the lead on drafting any applicable requirements . •That State Agency al so needs to set standards for data retention, usage, and destruction. This would need to go to the Privacy Officer for those State standards. 2.Confidentiality of Records Contract Term •Revise the “Confidentiality of Records” contract term in the configurator and all applicabletemplates. •Updates the definition of “Confidential Information” to include data in addition to “material andinformation.” Contractors should only have data to perform the contract. Other uses of it are prohibited without the State’s written consent. 11 3.Purchasing Manual Section P-Card 10.8 •This proposal revised section 10.8. of the Procurement Procedures Manual to provide additional clarity regarding certain instances where payments shouldn’t be made utilizing the State Payment Card. 4.References •Section B Proposed Language: Add option to include reference requirements as part of Section B.in the RFQ and RFP Templates. •RFQ Template: Adds a signature line to the RFQ Template F, Reference Questionnaire. 5.5. TEMA – Delegated Grant Authority (“DGA”) Model •This proposal revises the Special Delegated Authority for use only by the Tennessee Emergency Management Agency (“TEMA”) to improve efficiencies by incorporating a number of common Rule Exception Requests that are needed to accommodate the unique circumstances of responding to declared disasters. 12 CONSENT AGENDA 13 NOTICE OF INTENT TO AWARD (NOIA) AND PROTEST PROCEDURES 14 DATE NOTICE OF INTENT TO AWARD AND PROTEST PROCEDURES For all solicitation types, procurement professionals should complete this document and send it to respondents after the State has completed evaluation of responses. Procurement professionals should complete form fields and follow, replace, or otherwise address red instructional text ( e.g., State Agency Name , amount , will/will not ) as indicated and with conforming font and color. This paragraph should be deleted before sending the document to respondents. For purposes of computing the deadline of seven (7) calendar days exclude the first day and include the last, unless the last day is a Saturday, Sunday, or a legal holiday, and then it shall also be excluded. For solicitations that are confidential, as pr ovided by Tenn. Code Ann. § 10 -7-504(i), respondents must first have executed a nondisclosure agreement with the State in order to view the open file. Appropriate lette rhead Date: Dear Respondents : Thank you for your response s to Solicitation Number or Event Number . The S tate has completed its evaluation of all responses, and the subject procurement records are open for public inspection by appointment from date through date between 8:00AM Central Time and 4:30PM Central Time . If you have any questions, contact the Solicitation Coordinator listed below. The following respondent is recommended for contract award: Name This notification by the State of intent to award shall NOT create rights, interests, or claims of entitlement in any respondent. This notification is not an acceptance of any offer, and the S tate retains the right to reject any response . As provided in the CPO’s Procurement Procedures Manual, the Procurement File for this solicitation consists of the following: •The solicitation and all amendments to the solicitation; •All approved rule exception requests related to the solicitation; •All conflict of interest disclosure documentation (this includes Organizational Conflict of Interest Disclosure documentation, including all required disclosures under the CPO’s Business Conduct and Ethics Policy No. 2013 -009; any solicitation development conflict of interest statements and evaluator confidentiality attestations, as provided in the CPO’sBusiness Conduct and Ethics Policy and Procedures Policy No. 2013 -009; all determinations of any conflict of interest or organizational conflict of intere st made by the Chief Procurement Officer; and any avoidance, mitigation, or waiver plan for a conflict of interest 15 DATE or an organizational conflict of interest that has been approved by the Chief Procurement Officer); •Evaluator attestations; •A list of all suppliers solicited to participate in the procurement; •All correspondence between respondents and this state regarding clarifications or negotiations;

• All subject matter expert reports;

•All decisions to bypass a response as nonresponsive or nonresponsible; •All pre -proposal conference and site visit sign -in sheets; •All cost proposal scoring guides, bid abstracts, and bid analyses; and •The protest procedures and the exact dollar amount of the protest bond required by § 12 -3- 514. NOTE : Any other records not contained in the open file may be obtained by submitting an Open Records Act Request through the following link: https://www.tn.gov/ generalservices/about- dgs/public -records -requests.html I appreciate your i nterest in doing business with the State of Tennessee and hope that you will respond to future solicitations. Appropriate signature Name and title of signatory 16 DATE Complete the form fields and follow, replace, or otherwise address red instructional text. Delete this paragraph before distributing the completed document to respondents. PROTEST PROCEDURES AND PROTEST BOND REQUIREMENTS The Protest Period for this solicitation begins on [insert date] ___________________________ , and ends on _ [insert date] _______________. Any protest of this solicitation is due via mail or hand - delivery by 4:30 p.m. CT on ______________________________________ to the Central Procurement Office at the address listed below: Michael F. Perry Chief Procurement Officer -and- Paul Krivacka Executive Director of Legal and Compliance Central Procurement Office Dept. of General Services WRS Tower, 3rd Floor 312 Rosa L. Parks Blvd. Nashville, TN. 37243 -1102 Tele: (615) 741-1035 Fax: (615) 741-0684 Any respondent who has submitted a response to [insert information identifying the solicitation] and who claims to be aggrieved in connection with the solicitation, award, or proposed award of a contract may submit a protest to the Chief Procurement Officer. Under Tenn. Code Ann. § 12 -3-514, any protest of this solicitation must: •Be submitted electronically to: TN.CPO.Protests@tn.gov or by hard- copy if electronic transmission is unavailable; •Be submitted within seven (7) calendar days after the day on which the notice of award or notice of intent to award is issued, whichever occurs first; •Any issues raised by a protesting party after the seven -day period to protest shall not be considered as part of the protest, as required by the rules of the solicitation. •Include and describe all grounds for the protest; and •Include a protest bond payable to the State in the amount identified below unless the protest bond exemption under Tenn. Code Ann. § 12 -3-514(g) applies and the protesting party provides an electronic or hard- copy petition for an exemption for solicitations that are less than $1 million. Pursuant to Tenn. Code Ann. § 12 -3-514(n) a protesting party “ must show by clear and convincing evidence that the facts and grounds set forth in the protest warrant either of the following actions by the chief procurement officer: (A) The award of a contract to a protesting party; or (B) The cancellation of a solicitation, whether in whole or in part.” In addition, pursuant to Tenn. Code Ann. § 12 -3-514(n) , a protest is not actionable if the protest is based upon the following grounds, in whole or in part: 17 DATE (A) Variances in scoring, absent proof of prejudice or bias by a member of the evaluation panel; (B) Allegations of violations of ethical standards and policies, including conflicts of interest or organizational conflicts of interest, absent proof of an actual violation or proof of an existing conflict of interest or organizational conflict of interest that has not been disclosed to and reso lved by the chief procurement officer as set forth in the rules, policies, and procedures of the central procurement office and the procurement commission; (C) An objection to a solicitation made prior to the award of a contract or intent to award a contract and based on facts known to a protesting party, unless notice is given to the central procurement office during the procurement process; or (D) Clarifications to solicitations, as approved by the chief procurement officer or designee . Also, pursuant to Tenn. Code Ann. § 12 -3-514( o), a protesting party lacks standing to protest the award of a contract or intent to award a contract if the protesting party failed to do any of the following: (1) Follow the terms of the solicitation; (2) Submit a response or other required documents, samples, descriptive literature, or materials in the manner and by the time and date specified by the solicitation or by the solicitation coordinator; (3) Post a protest bond in the amount and form required by the chief procurement officer; or (4) State all the facts and grounds supporting a protest of a solicitation authorized under this chapter. As established by Tenn. Comp. R. & Regs. 0690 -03-01-.12(2), the following are the sole grounds for a protest: •The contract award was arbitrary, capricious, an abuse of discretion, or exceeded the authority of the awarding entity; •The procurement process violated a constitutional, statutory, or regulatory provision; •The awarding entity failed to adhere to the rules of the procurement as set forth in the solicitation and this failure materially affected the contract award; •The procurement process involved responses that were collusive, submitted in bad faith, or not arrived at independently through open competition; and •The contract award resulted from a technical or mathematical error during the evaluation process. A protest based upon the cancellation, in whole or in part, of a solicitation is not actionable and will not be considered by the Chief Procurement Officer or designee, pursuant to Tenn. Code Ann. § 12 -3-514(b) . As determined by the Chief Procurement Officer or designee , the amount of the protest bond shall be: •Five percent (5%) of the lowest bid or cost proposal evaluated; •Five percent (5%) of the maximum liability or estimated maximum liability provided in the solicitation; •Five percent (5%) of the estimated maximum revenue, if the solicitation, award, or proposed award is for a contract in which the State receives revenue; or •For no -cost contracts, an amount determined by the Chief Procurement Officer. The protest bond amount required for this solicitation is Number ($ #). 18 DATE Upon the Chief Procureme nt Officer’s receipt of a protest and protest bond, a stay of the solicitation, proposed award, or award will go into effect until the protest is resolved in accordance with Tenn. Code Ann. § 12 -3-514. The protest bond shall be in form and substance acceptable to the state and shall be surrendered to the state after the protesting party has had an opportunity to oppose the payment of the protest bond and after a finding by the C hief Procurement Officer or the P rotest C ommittee that: 1.The protest was signed, before or after appeal to the Chief Procurement Officer or Protest Committee, in violation of Tenn. Code Ann. § 12-3-514(c); 2.The protest has been brought or pursued in bad faith; 3.The affected state agency has suffered damages resulting in a loss of funding, increased expenditures, or a disruption in services; the protestwas filed in bad faith or in violation of Tenn. Code Ann. § 12-3-514(c); and the protest was not upheld; 4.The protest did not state on its face a valid basis for protest; 5.For any other reason approved by the C hief Procurement Officer or the P rotest C ommittee. 19 DATE Protest Bond Example The following is an example of a protest bond that is acceptable in form and substance to the State of Tennessee Central Procurement Office. All statutory grounds enumerated in Tenn. Code Ann. § 12-3- 514(e) must be listed in any protest bond . PROTEST BOND (Address of protesting party) as t he party filing a protest of the State of Tennessee’s determination(s) regarding a solicitation, an award, or a proposed award of a contract, (hereinafter called the “Protesting Party”), and (Name of surety) (Address of surety ) as surety, ( hereinafter called the “Surety”), do hereby acknowledge ourselves indebted and securely bound and held unto the State of Tennessee (“State”) in the penal sum of written amount ($ number) for payment of which we bond ourselves, our heirs, our personal representatives, our successors and our assignees, jointly and severally. THE CONDITION OF THIS BOND IS THIS: WHEREAS, the State has issued [solicitation name] (Solicitation No. #); AND, the Protesting Party, as an entity that has submitted a response to Solicitation No. #, claims to be aggrieved in connection with the solicitation, award, or proposed award of a contract; AND, the signature of an attorney or the Protesting Party on a protest or other document constitutes a certificate by the signer that the signer has read the document and to the best of the signer’s knowledge, information, and belief, formed after reasonable inquiry, the document is well grounded in fact and is warranted by existing law or a good faith The surety company issuing this Protest Bond shall be licensed to transact business in the State of Tennessee by the Tennessee Department of Commerce and Insurance. Protest Bonds shall be certified and current Power- of-Attorney for the Surety’s Attorney -in-Fact attached. KNOW ALL BY THESE PRESENTS: That we, (Name of protesting party) 20 DATE argument for the extension, modification, or reversal of existing law, and that it is not for any improper purpose, such as to harass, limit competition, or to cause unnecessary delay or needless increase in the cost of the procurement or of the litigation; AND , neither a protest nor a stay of award shall proceed under the laws of the State of Tennessee unless the Protesting Party posts a protest bond, the Protesting Party does file this protest bond payable to the State with a notice of protest regarding the procurement process; AND, the State shall hold the protest bond for at least eleven (11) calendar days after the date of the final determination of the protest by the chief procurement officer; AND, if the Protesting Party appeals the chief procurement officer’s determination to the protest committee, the chief procurement officer shall hold the protest bond until instructed by the protest committee to either keep the bond or return it to the Protesting Party. NOW, THEREFORE , this bond shall remain in full force and effect and shall be immediately payable to the State after the Protesting Party has had an opportunity to oppose the payment of this bond and a finding by the Chief Procurement Officer or the State P rotest Committee that: 1.The protest or other document was signed, before or after appeal to the chief procurement officer or protest committee, in violation of Tenn. Code Ann. § 12-3- 514(c); 2.The protest has been brought or pursued in bad faith; 3.The affected state agency has suffered damages resulting in loss of funding, increased expenditures, or a disruption in services; the protest was filed in bad faith or in violation of Tenn. Code Ann. § 12 -3-514(c); and the protest was not upheld; 4.The protest does not state on its face a valid basis for protest; or 5.For any other reason approved by the Chief Procurement Officer or the State Protest Committee. Otherwise, this bond shall be null and void. IN WITNESS WHEREOF, the Protesting Party and Surety have executed this instrument and each has affixed its name and signature by its duly authorized officers, on this day of in the year . WITNESS: (Name of Protesting Party) (Name of Surety) (Authorized signature of Protesti n g Party) (Signature of attorney -in-fact) (Name of signatory) (Name of attorney -in -fact) (Title of signatory) (Surety’s Tenness ee li cense number) 21 FA TEMPLATE – TENNCARE LIQUIDATED DAMAGES 22 REQUEST: Revise the FA Template as follows: Option: Liquidated Damages – Division of TennCare The incorporation of the pro forma Liquidated Damages language below will require an approved Liquidated Damages Request. The below language may only be utilized by the Division of TennCare and does not require an approved Rule Exception Request. Add the following section to the pro forma contract Scope: A.#. Control Memorandum Process . a. The Control Memorandum (CM) process shall be utilized by the State to clarify Contract requirements, issue instruction to the Contractor, document action required of theContractor, or request information from the Contractor. In addition, the CM process shall be used by the State to impose assessments of damages, either actual orliquidated. This process will be used to address issues or matters that do not require a contract amendment. Each CM must be in writing and indicate the date on which it was issued. CMs may provide relevant history, background, and other pertinent information regarding the issue(s) being addressed in the CM. Each CM will establish a deadline or timeframe for the Contractor’s reply or other action. All CMs submitted to the Contractor must be signed and approved by the State’s Project Director (or his/herdesignee). When the CM pertains to damages, either actual or liquidated, the State may issue consecutive CMs, as may be necessary or appropriate. b. A CM may include one (1) or more of the five (5) components of the CM processdescribed below: (1)On Request Report (“ORR”) – a request directing the Contractor to provide information by the time and date set out in the CM. (2)Control Directive ( “CD”) – instructions that require the Contractor to complete, within a designated timeframe, one (1) or more deliverables or to perform any other request from the State that is within the scope of the Contract. The CD may includea Corrective Action Plan. A CD may also provide clarification of certain Contract terms. Once a CM/CD has been issued, it shall be considered to be incorporated into this Contract. (3)Notice of Potential Damages (Actual or Liquidated) ( “NPD ”) – notification to the Contractor that the State has determined that a potential Contract performance orcompliance failure exists and that the State is contemplating assessing damages. The NPD shall identify the Contract provision(s) on which the State determinationrests. (4)Notice of Calculation of Potential Damages (Actual or Liquidated) ( “NCPD ”) – notification to the Contractor that provides a calculation of the amount of potentialdamages that the State is contemplating assessing against the Contractor. NPDsand NPCDs may be issued consecutively or simultaneously. (5)Notice of Intent to Assess Damages (Actual or Liquidated) ( “NIAD ”) – notification to the Contractor that the State is assessing damages and specifying whether the 23 damages , due to a performance or compliance failure , are actual damages or Liquidated Damages and setting out the performance or compliance failure underlying each intended damage assessment. The NIAD shall identify the NPD and NCPD upon which it is based. The NIAD shall specify the total amount and type of damages, whether actual or liquidated, that the State intends to assess. Following the issuance of an NIAD, the State may elect to withhold damages from payments due to Contractor. The State may not issue a NIAD without first issuing a NPD and a NPCD. The State may not obtain both Liquidated Damages and Actual Damages for the same occurrence of a Contract performance or compliance failure. c. Damages for failure to comply with CM. The Contractor shall fully comply with all CMs.Failure to do so may result in the State pursuing recovery of damages, as defined inContract Section E .#., including Liquidated Damages as listed in Contract Attachment Reference , a corrective action plan, and/or termination of the Contract. d. Appeal of Damages by Contractor. Contractor may appeal either the basis for NPD or calculation of NCPD potential damages, either actual or liquidated. To do so, the Contractor shall submit to the State’s Project Director (or his/her designee) a writtenresponse to the NPD and/or NCPD within ten (10) Business Days of receipt of a CM which includes a NPD or a NCPD. The State’s Project Director (or his/her designee)shall review the appeal and provide notice of his/her determination to the Contractor through a CM. If the Contractor disagrees with the State’s Project Director’s (or his/her designee) initial appeal determination or the State’s Project Director (or his/her designee) is unable to resolve the appeal, the Contractor may submit a written request to the State’s Project Director (or his/her designee) that the matter be escalated to seniormanagement of the Agency. Contractor shall submit such a request for escalation withinten (10) Business D ays of its receipt of the initial appeal determination from the State’s Project Director (or his/her designee) or of notification by the State’s Project Director that he/she is unable to resolve the appeal. The State’s senior management shall provide written notice of its final determination to the Contractor within ten (10) days ofthe receipt of the appeal from the Contractor. Upon appeal or escalation, the State shallnot increase the amount of the potential damages. AND add the following section to section E. Special Terms and Conditions: E.# Liquidated Damages. 24 In the event of a Contract performance or compliance failure by the Contractor, the State may, but is not obligated to address such Contract performance or compliance failure and/or assess damages (“Liquidated Damages”) in accordance with Attachment Reference of the Contract. The State shall notify the Contractor of any amounts to be assessed as Liquidated Damages via the Control Memorandum process specified in Contract Section A. #. The Parties agree that due to the complicated nature of the Contractor’s obligations under this Contract it would be difficult to specifically designate a monetary amount for a Contract performance or compliance failure, as these amounts are likely to be uncertain and not easily proven. Contractor has carefully reviewed the Liquidated Damages contained in Contract Attachment Reference and agrees that these amounts represent a reasonable relationship between the amount and what might reasonably be expected in the event of a Contract performance or compliance failure, are a reasonable estimate of the damages that would occur from a Contract performance or compliance failure, and are not punitive. The Parties agree that although the Liquidated Damages represent the reasonable estimate of the damages and injuries sustained by the State due to the Contract performance or compliance failure, they do not include any injury or damage sustained by a third party. The Contractor agrees that the Liquidated Damages are in addition to any amounts Contractor may owe the State pursuant to the indemnity provision or any other sections of this Contract. The State is not obligated to assess Liquidated Damages as a result of a Contract performance or compliance failure before availing itself of any other remedy. In the event of multiple Contract performance or compliance failures, the Parties recognize that the cumulative effect of these Contract performance failures may exceed the compensation provided by Liquidated Damages . The State may choose to avail itself of any other remedy available under this Contract or at law or equity. The Parties further recognize that the State may not obtain both Liquidated Damages and Actual Damages for the same occurrence of a Contract performance or compliance failure. Without regard to whether the State has imposed Liquidated Damages or pursued any other remedy due to any action or inaction by the Contractor, the State may impose a corrective action plan or similar measure through a Control Memorandum. Such measure is neither punitive nor related to any damages the State might suffer. AND add the following Contract Attachment, Liquidated Damages: ATTACHMENT REFERENCE LIQUIDATED DAMAGES In the event of a Contract performance or compliance failure by Contractor and such Contract performance or compliance failure is not included in the following table with an associated Liquidated Damage amount, the parties hereby agree that the State may choose one of the following courses of action in order to obtain redressability for such Contract performance or compliance failure: (1) the State may assess actual damages resulting from the Contract performance or compliance failure against the Contractor in the event that such actual damages are known or are reasonably ascertainable at the time of discovery of such Cont ract performance or compliance failure or (2) if such actual damages are unknown or are not reasonably ascertainable at the time of discovery of the Contract performance or compliance failure, the State may (a) require the Contractor to submit a corrective action plan to address any such Contract performance or compliance failure and (b) assess L iquidated Damages against Contractor for an amount that is reasonable in relation to the Contract performance or compliance failure as measured at the time of discovery of the Contract performance or compliance failure. In the event that the State chooses to assess a Liquidated Damage for a Contract performance or compliance failure according to the immediately preceding sentence, in no event shall such Liquidated Damage be in excess of one thousand dollars ($1,000) for any single Contract performance or compliance failure. 25 TennCare may elect to apply the following Liquidated Damages remedies in the event the Contractor fails to perform its obligations under this Contract in a proper and/or timely manner. Upon determination by TennCare that the Contractor has failed to meet any of the requirements of this Contract in a proper and/or timely manner, TennCare will notify the Contractor in writing of the performance or compliance failure and of the potential Liquidated Damages to be assessed. Should the performance or compliance failure remain uncorrected for more than thirty (30) calendar days from the date of the original notification of the performance or compliance failure by TennCare, TennCare may impose an additional Liquidated Damage of five hundred dollars ($500) per day from the date of the original notification to Contractor until said performance or compliance failure is resolved. All Liquidated Damages remedies set forth in the following table may, at TennCare’s election, be retroactive to the date of the initial occurrence of the failure to comply with the terms of the Contract as set forth in the notice of performance or compliance failure from TennCare and may continue until such time as the TennCare Deputy Commissioner, or the Deputy Commissioner’s representative, determines the performance or compliance failure has been cured. If Liquidated Damages are assessed, TennCare shall reduce the amount of any payment due to the Contractor in the next invoice by the amount of damages. In the event that damages due exceed the amount TennCare is to pay to Contractor in a given payment, TennCare shall invoice Contractor for the amount exceeding the amount payable to Contractor, and such excess amount shall be paid by Contractor within thirty (30) calendar days of the invoice date. In situations where the Contractor wishes to dispute any Liquidated Damages assessed by TennCare , the Contractor must submit a written notice of dispute, including the reasons for disputing the Liquidated Damages, to the TennCare Deputy Commissioner or the Deputy Commissioner’s representative within thirty (30) calendar days of receipt of the notice from TennCare containing the total amount of damages assessed against the Contractor. If the Contractor fails to timely dispute a Liquidated Damages assessment as set forth herein, such failure shall constitute a bar to the Contractor seeking to have the assessment amount overturned in a forum or court of competent jurisdiction. Liquidated Damages will apply to the Contract performance or compliance failures listed below. Contractor acknowledges that the actual damages likely to result from Contract performance or compliance failures are difficult to estimate and may be difficult for the State to prove. The parties intend that the Contractor’s payment of assessed Liquidated Damages will compensate the State for breach of the Contractor obligations under this Contract. Liquidated Damages do not serve as punishment for any breach by the Contractor. 26 RFP TEMPLATE, SECTION #. 5.2.1.5 27 REQUEST: Revise the RFP Template at section 5.2.1.5. as follows: 5.2.1.5. Before Cost Proposals are opened, the Proposal Evaluation Team and the Solicitation Coordinator will review the Technical Response Evaluation record and any other available information pertinent to whether or not each Respondent is responsive and responsible. If the Proposal Evaluation Team or the Solicitation Coordinator identifies any Respondent that does not meet the responsive and responsible thresholds such that the team or the Solicitation Coordinator would not recommend the Respondent for Cost Proposal Evaluation and potential contract award, the team members or the Solicitation Coordinator will fully document the determination. 28 GU-NC AND GU- RV 29 REQUEST: Revise the GU -NC and GU -RV at contract section D.8. Records as follows: D.8. Records . The Contractor shall maintain documentation of services rendered under this Contract. The books, records and documents of the Contractor, insofar as they relate to work performed under this Contract, shall be maintained for a period of five (5) full years from the final date of this Contract 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. D.8. Records . The Proc ur ing Party shall maintain documentation for its transactions with the State under this Contract. The books, records, and documents of the Procuring Party, insofar as they relate to work performed or money paid under this Contract, shall be maintained for a period of five (5) full years from the final date of this Contract and shall be subject to audit, at any reasonable time and upon reasonable notice, by the state agency, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles. 30 RFP TEMPLATE SECTION A. OPTION: CREDIT RATING 31 REQUEST: Revise th e RFP Template at section A Option: Credit Rating as follows: Option: Credit Rating Add the following row to the RFP Attachment 6.2, Section A table (after the template items) if appropriate to require the submission of a credit rating as evidence of Respondent’s financial responsibility. A.#. Provide a current credit rating from Moody’s, Standard & Poor’s, Dun & Bradstreet, A.M. Best or Fitch Ratings, verified and dated within the last three (3) months and indicating a positive credit rating for the Respondent. 32 LOCAL PURCHASE AUTHORITY MODEL 33 DATE LPA LOCAL PURCHASES MODEL There are two types of Local Purchase Authority: (1) Small Purchases; and (2) Informal Purchases. Please see the “Local Purchases” section of the Procurement Procedures Manual of the Central Procurement Office available on the CPO Library Page: https://www.tn.gov/generalservices/procurement/central -procurement -office--cpo- /library -.html for more information. The use of this model is optional and serves as a guide for recording small purchases or informal purchase quotes when such are permitted by all applicable laws, policies, and procedures. Add, delete, or revise information in the model below as applicable. General Minimum Reminders for Local Purchases (note each State Agency may have additional requirements or limitations based on their delegated purchase authority ): Goods or services not available from an existing Statewide Contract or Agency Term Co ntract (if so, prior Chief Procurement Officer a pproval must be obtained ). Goods or services actively solicited from minority -owned, woman -owned, Tennessee service- disab led veteran owned, business owned by persons with disabilities, and small businesses when possible . Any required approval based on the contract subject matter or Endorsement obtained (e.g., STS Endorsement requi rement applies regardless of dollar amount; purchases of goods or equipment that require tagging under the Department of F&A; etc.). All applicable Terms and Conditions included when quotes are solicited. Please see the CP O Job Aid “Terms & Conditions” available on TEAM TN at: https://www.teamtn.gov/cpo/learning- development/cpo -job-aids.html > Sourcing > Terms and Conditions Configurator for assistance with using the Edison configurator to generate terms, utilize the FA (fee- for-goods or services template) or the “Terms and Conditions for PO’s” for one time purchases, available on TEAM TN at: https://www.teamtn.gov/cpo/resources.html . State Agency required to add any additional terms required by funding source as may be applicable. Procurement professionals are encouraged to use competitive methods whenever practica l. Small Purchases: Due diligence per formed ( such as benchmarking of pricing, ensuring that terms, conditions, and pricing are in the State’s best interests). Note a ll due diligence performed by procurement professional s must be documented for small purchases from $5,000.01 to $25,000. Due diligence does not require competitive quotes but does provide contemporaneous documentation of the reasons as to why the particular contractor was chosen e.g., price reasonableness based on benchmarking; ability to perform within a delivery timeline, avoiding harm to the State, scarcity of providers due to time or location restraints; etc. When competitive quote s are obtained, there is a presumption of due diligence and no additional documentation required. Informal Purchases: Signed and dated conf irmation of quotes, as required, for all procurements exceeding $25,000 (but not exceeding $100,000) as practica l. (Fax or e -mail confirmation is acceptable as written confirmation of quotes on informal purchases not exceeding $100,000 for State Agencies procuring under a Delegated Purchase Authority.) A current website, catalogue, price list, or price available at retail to the general public may count as a quote. A Special 34 DATE LPA Contract Request is not required if the procurement professional undertakes reasonable efforts to obtain the requisite three (3) quotes and these efforts have been sufficiently documented to the procurement file. Notice of Intent to Award sent to all Respondents after the State has completed evaluation of all responses. Pl ease see the “Notice of Intent to Award Model” available on TEAM TN at: https://www.teamtn.gov/cpo/resources.html . Dollar Thresholds: Procurement re quirements shall not be artificially divided in order to constitute a small or informal purchase . Similarly, if purchases that fall within the informal purchase authority are of a recurring nature and the aggregate total exceeds such amounts approved by the Procurement Commission, the contract is presumed to exceed the threshold amount and a competitive procurement method must be used (e.g., RFP, ITB, or informal quotes). In deciding which method to use, Procurement Professionals should consider the total life cycle cost of the items being purchased and allocate a margin i n case quotes exceed expectations. Requirement Dollar Amount of Purchase Small Purchase s All due diligence performed by procurement professional s must be documented for small purchases from $5,000.01 to $25,000. $.01 to $25,000 Information Purchases All purchases exceeding $25,000 based on three (3) competitive quotes, when practica l.$25,000.01 to $100,000 Response Due Date: When soliciting quotes, p lease be sure to clearly indicate when the Responses are due. In order to maximize opportunities for competition, allowing at least 2 business days for respondents to respond, when practicable , is recommended . 35 DATE LPA STATE OF TENNESSEE Agency Header Information Small and Informal Purchases – Request for Quote s Date: Reference Number: Please complete the information below and send this Request for Quotes to: State Procurement Professional Name & Title Email: xxxx@tn.gov Phone: (XXX) XXX-XXXX Fax: (XXX) XXX-XXXX All Responses are due by: TIME ≥ 2 BUSINESS DAYS LATER Please provide a quote for the following line(s) and return this document by email or fax : Line Qty. Unit of Measure (UOM) Description Unit Price Per Line Total Line Amount (QTY x UOM) Total Quote Amount The State prefers to award a single contract for all line items; however, separate awards may be made by each line item. With respect to goods, delivery shall be F.O.B. The term F.O.B. destination shall mean delivered and unloaded in -house or on -site service, with all charges for transportation and unloading prepaid by the respondent. Ship F.O.B. Destination Address: 36 DATE LPA I (We) propose t o furnish and deliver any and all of the goods and/or services named in this Request for Quotes , and for which I (we) have set prices in my (our) offering. 1.Company Name: _______________________________________________________________ 2.Edison Supplier Number: ________________________________________________________ 3.Print Contact Person Name: ______________________________________________________ 4.Title: ________________________________________________________________________ 5.Phone Number: ________________________________________________________________ 6.Email Address: _________________________________________________________________ 7.Date: ________________________________________________________________________ 8.Number of days the quote is valid: (please circle) 30 – 60 – 90 – N/A 9.Payment terms, including Cash Discount offered: 10.Delivery time, after receipt of order: Signature of Res pondent : Thank You! Attachment: State of Tennessee Terms and Conditions 37 INSURANCE OF THE STATE OF TENNESSEE 38 REQUEST: Update the website provided in the State Insurance Program as follows: Insurance of the State of Tennessee Only use with prior approval of the CPO Risk Manager. This provision should only be used in the event the Contractor has requested the State’s proof of self -insurance as part of the Contract. E.#. State Insurance Program. The State of Tennessee self -insures its exposures in general liability, automobile liability, professional malpractice, and workers’ compensation. a.The limits for general liability, professional malpractice, and automobile liability are three hundred thousand dollars ($300,000) per person and one million dollars ($1,000,000) per occurrence. b.The limits of liability under workers’ compensation are those set forth in Tenn. Code Ann. § 50-6- 101 et seq. Copies of the statutes that authorize actions against the State of Tennessee, establish the State’s limit of liability, and authorize self -insurance through the Risk Management Fund, are set forth in Tenn. Code Ann. § 9-8- 101 et seq. Persons wishing to file a claim for damages against the State of Tennessee arising from an act or omission of the State or its employees should file a claim with the State Treasury Department, Division of Risk Management and Claims Administration, 15 th Floor, Andrew Jackson State Office Building, 502 Deaderick Street, Nashville, Tennessee 37243- 0202. A copy of the State of Tennessee’s Certificate of Self -Insurance may be obtained at http://treasury.tn.gov/Services/Claims -and-Risk-Management/Risk -Management or is available upon request. 39 RFP TEMPLATE GO -DBE WEBSITE CORRECTION 40 REQUEST: Update the website link for the Governor’s Office of Diversity Business Enterprise in the RFP Template at section 1.4.2.2. as follows: 1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact: a.staff of the Governor’s Office of Diversity Business Enterprise for assistance available to minority -owned, woman- owned, service- disabled veteran- owned, businesses owned by persons with disabilities, and small businesses as well as general, public information relating to this RFP (visit https://www.tn.gov/generalservices/procurement/central -procurement - office--cpo- /go-dbe/about -us.html for contact information); and b.the following indivi dual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VIof the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations: NAME STATE AGENCY NAME STREET ADDRESSTELEPHONE NUMBER E-MAIL ADDRESS OTHER APPROPRIATE INFORMATION IF ANY 41 AUDIT REPORT 42 REQUEST: Add an additional note to the instructional text to reference the Audit Report contract term in the IG, GG, and GR Templates and in the GG Template remove the Audit Report Attachment from the GG Options under D.19. Audit Report Add the following text just prior to the final sentence of Section [D.19. Audit Report] as appropriate. The State may reimburse the Grantee for a reasonably proportionate share of the costs of audits required by and performed in accordance with the “Single Audit Act Amendments of 1996” as provided in 2 C.F.R. § 200.425. 43 PROCUREMENT OF RECOVERED MATERIALS AND PROHIBITION ON CERTAIN TELECOMMUNICATIONS CLAUSES 44 REQUEST: Revise the following in all applicable models and templates (replacing Grantee with Contractor as appropriate): Procurement of Recovered Materials Add the following Section as appropriate. Use of this term is required when federal funds involved and the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceed $10,000 pursuant to 2 C.F.R. Part 200, Appendix II , § J (citing 2 C.F.R. § 200.323 ). E.#. Procurement of Recovered Materials. In the Performance of this Grant Contract, the Grantee shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: a. competitively within a timeframe providing for compliance with the contract performance schedule; b.meeting contract performance requirements; or c.at a reasonable price. Information about this requirement, along with the list of EPA -designated items, is available at EPA’s Comprehensive Procurement Guidelines (CPG) website, https://www.epa.gov/smm/comprehensive- procurement -guideline- cpg-program. d.The Grantee also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. The Contractor should, to the greatest extent practicable and consistent with the law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment Add the following Section as appropriate. Federal law prohibits the obligation or expending of federal award funds on certain telecommunication products or from certain entities for national security reasons. Use of this term is required when federal funds are involved pursuant to 2 C.F.R. Part 200, Appendix II, § K (citing 2 C.F.R. § 200.216). E.#. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. If applicable and as required by 2 CFR 200.216, Grantee is prohibited from obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as a critical technology as part of any system. As described in Public Law 115- 232, Section 889, “covered telecommunications equipment or services” means any of the following: a.Telecommunications equipment produced by Huawei Technologies Company or ZTECorporation (or any subsidiary or affiliate of such entities). b.For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corp oration, Hangzhou 45 Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). c.Telecommunications or video surveillance services provided by such entities or using such equipment. d.Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the NationalIntelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be anentity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 46 PO TERMS AND CONDITIONS 47 02-20-24 Procurement pro fessionals should complete form fields and follow, replace, or otherwise address red instructional text ( e.g., State Agency Name, amount , will/will not ) as indicated and with conforming font and color. If no other terms, either from the configurator or contract template or model, are being utilized then these terms and conditions may be included as part of the informal purchase solicitation process. Terms that are included in the FA (fee for goods or services) Template may be added and re - numbered as appropriate. Please refer to TEAM TN for the most recent version of the FA Template for optional terms and conditions. This paragraph should be deleted before attaching the terms and conditions document the purchase order. Terms and Conditions A. Standard Terms and Conditions 1. Total Purchase Order Amount. In no event shall the liability of the State under this Purchase Order exceed the Total Purchase Order Amount. 2.Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Purchase Order . 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 d efects, the goods or services shall be deemed to have been accepted by the State. 3.Modification , Amendment or Change Order. This Purchase Order may be mod ified only by a written amendment or change order signed by the State and the Contractor.4.Limitation of Liability . The State shall have no liability except as specifically provided in this Purchase Order. In no event shall 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, money, 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. TheState’s total liability under this Purchase Order or otherwise shall under no circumstances exceedthe Total Purchase Order Amount. 5.Limitation of Contractor ’s Liability. The Contractor ’s liability for all claims arising under this Purchase Order shall be limited to an amount equal to two (2) times the Total Purchase Order Amount. In no event shall this Section limit the Contractor ’s liability for intentional torts, criminal acts, fraudulent conduct, or omissions that result in personal injuries or death. 48 02-20-24 6. Termination for Convenience . The State shall have the right to immediately terminate this Purchase Order, without cause and for any reason, upon written notice to the Contractor, delivered by mail or electronic means. The State’s notice of termination is effective upon the State’s issuance. 7. Subject to Funds Availability. The State’s payment of this Purchase Order is subject to the appropriation and availability of State or federal funds. In the event that funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this PurchaseOrder , effective immediately, upon written notice to the Contractor . If the State terminates this Purchase Order due to lack of funds availability, the Contractor shall be entitled to compensationfor all conforming goods re quested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. 8.Payment of Purchase Order . 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 approva l of any amount invoiced. 9. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor, under any contract between the Contractor and the State. 10.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 theContractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, nationalorigin, 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. 11.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 ofwhich shall be grounds for monetary and other penalties, up to and including termination of thisContract. Contractor does hereby attest, certify, warrant, and assure that it shall not knowingly utilize the services of an unauthorized immigrant in the performance of this Agreement and shallnot knowingly utilize the services of a subcontractor who will utilize the services of anunauthorized immigrant in the performance of this Agreement. 12.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, omission, or negligence on the party of the Contractor, its employees, or any other person acting for or on its 49 02-20-24 or their behalf relating to this Purchase Order. The Contractor further agrees it shall be liable for the reasonable costs of attorneys for the State to enforce the terms of this Purchase Order. In the event of any suit or claim, the State and Contractor shall give each other immediate notice and provide all necessary assistance to respond. The State’s failure 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. 13.Tennessee Department of Revenue Registration. The Contractor shall comply with all applicable registration requirements contained in Tenn. Code Ann. §§ 67-6-601 – 608. Compliance with applicable registration requirements is a material requirement of this Contract. 14. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it, its current and future principals, its current and future subcontractors and their principals: a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency; b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or acriminal offense in connection with obtaining, attempting to obtain, or performinga 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 receiv ing stolen property; c. are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed in section b. of this certification; and d. have not within a three (3) year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default. The Contractor shall provide immediate written notice to the State if at any time it learns that there was an earlier failure to disclose information or that due to changed circumstances, its principals or the principals of its subcontractors are excluded, disqualified, or presently fall under any of the prohibitions of sections a-d. 15. Force Majeure. “Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the Party except to the extent that the 50 02-20-24 non-performing Party is at fault in failing to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this Contract. Except as set forth in this Section, any failure or delay by a Party in the performance of its obligations under this Contract arising from a F orce Majeure Event is not a default under this Contract or grounds for termination. The non-performing Party will be excused from performing those obligations directly affected by the Force Majeure Event, and only for as long as the Force Majeure Event continues, provided that the Party continues to use diligent, good faith efforts to resume performance without delay. The occurrence of a Force Majeure Event affecting Contractor’s representatives, suppliers, subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this Contract. Contractor will promptly notify the State of any delay caused by a Force Majeure Event (to be confirmed in a written notice to the State within one (1) day of the inception of the delay) tha t a Force Majeure Event has occurred, and will describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event results in a delay in Contractor’s performance longer than forty-eight (48) hours, the State may, upon notice to Contractor: (a) cease payment of the fees for the affected obligations until Contractor resumes performance of the affected obligations; or (b) immediately terminate this Contract or any purchase order, in whole or in part, without further payment except for fees then due and payable. Contractor will not increase its charges under this Contract or charge the State any fees other than those provided for in this Contract as the result of a Force Majeure Event. 16.State and Federal Compliance. The Contractor shall comply with all applicable state and federal laws and regulations in the provision of goods or services under this Purchase Order.17. Governing Law. This Purchase Order shall be governed by and construed in accordance with the laws of the State of Tennessee. The Tennessee Claims Commission or the state or federal courts in Tennessee shall be the venue for all claims, disputes, or disagreements aris ing under this Purchase Order. The Contractor acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Purchase Order shallbe subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8- 101 through 9-8-407. 18. Prohibited Contract Terms. The prohibited contract terms and conditions enumerated in Tenn. Code Ann. § 12-3-515, shall be a material provision of this Contract. The Contractor acknowledges, understands, and agrees that the inclusion of a term or condition prohibited by Tenn. Code Ann. § 12-3-515, shall be null and void and the Contract shall be enforceable as ifthe Contract did not contain such term or condition. 19.Entire Agreement . This Purchase Order contains the entire understanding between the State and the Contractor relating to its subject matter, including all terms and conditions of the parties’ 51 02-20-24 agreement. This Purchase Order supersedes any and all prior understandings, representations, negotiations, and agreements between the State and the Contractor, whether written or oral. B. Special Terms and Conditions 20. Conflicting Terms and Conditions. Should any of these Special Terms and Conditions in Section B conflict with the Standard Terms and Conditions in Section A, the Standard Terms and Conditions shall control. Add clear, non -conflicting terms and conditions as appropriate. Terms that are included in the FA (fee for goods or services) Template may be added and re -numbered as appropriate. Add the following term, “Click -wrap Agreements” if the purchase involves information technology or otherwise appropriate . If unsure whether the Click -wrap Agreements term is appropriate, consult the CPO legal team. #. Click -wrap Agreements. The Contractor agrees that click -wrap agreements shall not be binding upon the State, any State Agency, or any State Employee. No State Employee has the actual or apparent authority to enter into click -wrap agreements on behalf of the State without the approval of the C entral Procurement Office and Strategic Technology Solutions. No State employee has the authority to modify, amend, or supplement this Purchase Order through a click- wrap agreement. This Purchase Order can only be modified, amended, or supplemented under these terms through an amendment, reduced to writing, and approved in accordance with the Central Procurement Office’s rules, policies, and procedures. Add the following term, “Liens, Encumbrances, and Title” as appropriate. #. Liens, Encumbrances, and Title. The Contractor owns and has good and marketable title to, and legal ownership of the goods, free and clear of any and all liens, security interests, pledges, mortgages, charges, limitations, claims, restrictions, rights of first refusal, rights of first offer, rights of first negotiation or other encumbrances of any kind or nature (collectively, “Encumbrances”). Upon delivery, without exception, the State will acquire from the Contractor legal and beneficial ownership of, good and marketable title to, and all rights to the goods to be sold to the State by the Contractor, free and clear of all Encumbrances. The Contractor shall, within ten (10) days after delivery deliver to the State if required by applicable law to establish or show evidence of ownership, any and all documents or certificates required to establish or show evidence of the State’s ownership in the goods. Add the following term, “Iran Divestment Act” to Purchase Orders over $1,000. #. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12-12-101, et seq., addressing contracting with persons with investment activities in Iran, shall be a material provision of this Contract. The Contractor agrees, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. § 12-12-106. Add the following term, “Federal Awards Procurement Standards” as appropriate. 52 02-20-24 #. Federal Awards P rocurement Standards. If applicable, Contractor agrees to comply with the requirements of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards including, but not limited to the Procurement Standards at 2 C.F.R. §§ 200.317 to 200.327. #. Boycott of Israel. The Contractor certifies that it is not currently engaged in, and covenants that it will not, for the duration of the Contract, engage in a Boycott of Israel, as that term is defined in Tenn. Code Ann. § 12-4-119. Add the following term, “Insurance” as appropriate. #. Insurance. For the duration of the Contract, Contractor agrees to the following. Contractor’s failure to maintain or submit evidence of insurance coverage, as required, is a material breach of the Contract. Contractor will pay for and maintain these minimum limits of insurance coverage: a.Commercial General Liability insurance coverage with limits not less than $ 1,000,000 per occurrence and in the aggregate, b. Automobile Liability insurance coverage covering liability arising out of the operation of any vehicle with limits not less than $ 1,000,000 combined single limit, c.Workers’ Compensation and Employers’ Liability in the amount of $1,000,000. d.Contractor agrees to designate the State as the Certificate Holder of the insurancecoverages. e.Contractor agrees to include the State as an additional insured on the CommercialGeneral Liability and Automobile Liability insurance coverages. f.Contractor agrees to include an endorsement for a waiver of subrogation for allcoverages. g.Contractor will provide the State with a Certificate of Insurance, and applicableendorsement, evidencing such coverages. 53 NEW BUSINESS 54 INTERAGENCY (IA) – DATA SHARING AGREEMENTS 55 REQUEST: Revise the Interagency Agreement instructions as follows: A. SCOPE OF SERVICES Describe all of the duties of each party to the agreemen t. Draft the specification of goods or scope of services to clearly, specifically, and definitively detail State Agency duties, responsibilities, and associated performance requirements and describe, in detail, the service and deliverable requirements and all related specifications. The specification of goods or scope of services section should not include any payment terms. It is the responsibility of the Procuring State A gency to adequately draft specifications of goods or a scope of services, and oversight examiners will rely on the contracting agency head’s signature on the Interagency Agreement as certification and assurance that the proposed specification of goods or scope of services is clear and correct, adequate for all legal and enforcement purposes, and sufficiently detailed to ensure Contracting State Agency accountability and results. DATA- SHARING DRAFTING NOTE: If the Scope of Services involves data -sharing, then the State Agency that is the gate keeper State Agency (i.e., the Data Owner or Data Steward) should ensure that all requirements are met and included. The g ate keeper State Agency is the Agency tasked with the dissemination and protection of the data at issue and will have specific policies and procedures that are required in order for the State Agency to receive the data. Both parties should allow enough time for the gate keeping State Agency to take the lead on drafting any applicable requirements. The State will also need to set standards for data retention, usage, and distribution, which are dependent upon the type of data, its usage and potential dissemination, and each Agency’s record retention policy. The gate keeper State Agency should consult with the State Agency Privacy Officer to determine what the appropriate standards are for data retention, usage, and destruction to ensure those terms are included in the Agreement. 56 CONFIDENTIALITY OF RECORDS CONTRACT TERM 57 REQUEST: Revise the “Confidentiality of Records” term in all applicable models and templates as follows: D.#. Confidentiality of Records. Strict standards of confidentiality of records and information shall be maintained in accordance with the requirements of this Contract and applicable state and federal law. All material, information, and data regardless of form, medium or method of communication, that the Contractor will have access to, acquire, or is provided to the Contractor by the State or acquired by the Contractor on behalf of the State shall be regarded as “Confidential I nformation.” The State grants the Contractor a limited license to use the Confidential Information but only to perform its obligations under the Contract. Nothing in this Section shall permit Contractor to disclose any Confidential I nformation , regardless of whether it has been disclosed or made available to the Contractor due to intentional or negligent actions or inactions of agents of the State or third parties. Confidential Information shall not be disclosed except as required under state or federal law or otherwise authorized in writing by the State. Contractor shall take all necessary steps to safeguard the confidentiality of such Confidential Information in conformance with the requirements of this contract and with applicable state and federal law . As long as the Contractor maintains State Confidential Information, the obligations set forth in this Section shall survive the termination of this Contract. 58 PURCHASING MANUAL SECTION P - CARD 10.8 59 REQUEST: Revise the Procurement Procedures Manual as follows: 10.8. P-Card Purchases. The Department of General Services, Central Procurement Office manages all statewide Purchasing Card services contracts, which enable State Agencies to provide direct payment for goods or services. State Agencies must utilize these statewide contracts when seeking Purchasing Card services. Agencies are prohibited from seeking to procure or executing alternative Purchasing Card services contracts. If an Agency desires services unavailable under an existing Purchasing Card services contract, the Agency s hall contact the Central Procurement Office to determine if a separate procurement for the desired services is necessary. Agencies shall comply with Central Procurement Office Policy Number 2015-010 and all applicable procurement statutes, rules, policies, or procedures when using the P-Card. Agencies should use the P-Card as the primary payment method for purchases made if the total value of the purchase is ten thousand dollars ($10,000) or less and falls within the individual’s p- card limit as set by the State Agency Fiscal Director unless those purchases meet one of the following exceptions: 1. Purchase of goods or equipment that require tagging under the Department of Finance and Administration’s policies. (Note: Purchases of goods or equipment that require tagging under the Department of Finance and Administration’spolicies require the prior approval of the Department of Finance andAdministration, Division of Accounts, as the business owner of the Asset Management Module.); 2. Purchase of goods or services under a Statewide or Agency Term Contracts . (Note: these purchases require a Purchase Order in Edison, unless otherwise specified by the contract ); 3.Purchase for an Emergency Purchase, in accordance with section 6.1. of this Manual ; or 4. Purchase prohibited by section 10 of Central Procurement Office Policy 2015- 010, “Prohibited Purchases and Transactions.” The Central Procurement Office will utilize electronic reporting and centralized payment for all vendors that accept P -Card payments. Agencies shall be responsible for reconciling monthly payment card reports to agency transactions. 60 REFERENCES 61 REQUEST: Add the follo wing t o the RFQ and RFP templates: RFQ Template Options: Option: Include Reference Requirements as part of Section B. Add the following row to the RFQ Attachment B table if RFQ Attachment F Reference Questionnaire will be included as part of the Section B evaluation. B.18. Provide three references from three different persons, in accordance with the instructions in Attachment F. Revise the RFQ A ttachment F, Reference Questionnaire by adding signature blocks as follows: RFP Template Opti ons: Option: Include Reference Requirements as part of Section B. Add the following evaluation item to RFP Attachment 6.2., Section B table if RFP Attachment 6.4. Reference Questionnaire Attachment will be included as part of the Section B evaluation. B.18. Provide thre e references from three different persons, in accordance with the instructions in Attachment 6.4. REFERENCE SIGNATURE: (by the individual completing this request for reference information) DATE: (must be the same as the signature across the envelope seal) 62 TEMA - DELEGATED GRANT AUTHORITY (“DGA”) MODEL 63 02.20.25 TEMA -DGA TEMA -DGA MODEL This model prescribes the format and content for a Tennessee Emergency Management Agency (“TEMA”) Special Delegated Authority . This TEMA -DGA model is for TEMA use only. Once approved, this delegated authority authorizes TEMA to execute individual grant agreements relating to a specific federal or state declared disaster . Approval of a TEMA -DGA confers delegated authority to make agreements as specified without additional, individual, independent approval. Insignificant deviations from this model, will, typically, not require a specific rule exception unless an oversight examiner requires separate documentation in a particular instance . Complete form fields and fol low, replace, or otherwise address red instructional text ( e.g., State Agency Name, amount , will/will not ) as indicated and with conforming font and color. Complete summary cover fields as indicated within the template and the following field directions. Agency Tracking # unique tracking number comprised of: 5 -digit business unit # + unique, 5 -digit # example: 31707- 12345 Funding amounts by fiscal year and funding source with row and column totals; contract maximum liability MUST equal the sum of the TOTAL Contract Amount column ( i.e., the grand total amount for all fiscal years & all sources of funding) A summary cover sheet properly completed and in accordance the model is required for every copy of the contracting document. Affix the contract ing agency head certified or authorized designee signature. Prepare the Contract Entry Record for the delegated authority as required by the Edison system. Then, include the signed document with the completed summary cover to a PDF file and attach the digital copy to the subject Edison record. Attach any supporting documentation in PDF format to the subject Edison record as applicable. Submit the Edison Contract Entry Record with the proposed document for approval routing. If federal funds are involved, TEMA should review the notice of award and ensure all applicable time frames and terms are included. The Delegated Authority may specify a contract period of up to sixty (60) months entered pursuant to the delegated authority. A Rule Exception Request is not required for a begin date prior to TEMA -DGA approval as long as the Edison record includes justification regarding Federal Pre -Award Authority. 64 02.20.25 TEMA -DGA TEMA SPECIAL DELEGATED GRANT AUTHORITY for a Declared Disaster Begin End Agency Tracking # Edison ID - Goods or Service Caption Funding — FY State Federal Interdepartmental Other TOTAL Contract Amount TOTAL: Authorized agreements will establish the following relationship: SUBRECIPIENT RECIPIENT Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations. CPO USE – DGA Speed Chart (optional) Account Code (optional) 65 02.20.25 TEMA -DGA TEMA SPECIAL DELEGATED AUTHORITY RELATING TO A FEDERAL OR STATE DECLARED DISASTER FOR CAPTION IDENTIFYING SUBJECT DISASTER This application seeks approval for delegated authority under which the Department of Military, Tennessee Emergency Management Agency (TEMA) shall be authorized to award grants without individual, independent approval review, PROVIDED THAT all such agreements are within the limits, guidelines, and conditions specified. LIMITS, GUIDELINES, AND CONDITIONS: 1.The maximum liability of the delegated authority will be: $ 2.The purpose of the delegated authority is to execute multiple grant agreements , as stipulat ed herein and without further approval, in order to effect the expedited award of funding for the response to and recovery from the officially declared disaster further identified by the following: 3.Each of the following is true and applicable to the instant procurement situation. a)The program needs and general categories of goods or services are such that adequate guidelines can be developed to direct the agency in competitively or impartially making eachgrant agreement . b)The procurement terms, conditions, and criteria to be followed by the procuring agency in makingeach grant agreement will be of such uniformity that individual, independent, and prior approval is unnecessary. c)Each individual grant agreement will be of such uniformity, volume that the individual, independent, and prior approval of each is unnecessary and impractical. 4. The summary cover sheet of this document accurately records: a)the delegated authority period, which shall encompass the contract period of every grant agreement , including all options to extend and regardless of its begin date; and b) the relationship (as defined by Central Procurement Office Policy Number 2013- 007 Grant Management and Subrecipient Monitoring Policy and Procedures ) that every grant agreement shall create. 5.The Federal Emergency Management Agency (FEMA) determines the “declared area” of the disaster, eligible applicants for funding, and the amount of funding for which each applicant is eligible.Inasmuch, TEMA will award funding in the amounts and to applicants as directed by FEMA and will retain documentation to evidence such FEMA funding directions in the case of each grant agreement. Additionally, TEMA will comply with the following requirements in making every grant agreement. a)Funding shall be budgeted and sufficient funds available. b)Each shall be consistent with state of Tennessee and program policy, rules, and regulations,including all applicable federal laws, rules, regulations, and requirements. c)Each shall be awarded to a Tennessee state or local governmental entity or quasi -governmental entity, a Tennessee state college or university, or a non- profit. d)Each shall be assigned a unique tracking and identification number as may be necessary for anaccounting of every grant agreement and expenditure. e)NONE shall create an employer/employee relationship as prohibited by the Rules of theDepartment of Finance and Administration, Chapter 0620—3—3. f)NONE shall procure goods, materials, supplies, equipment, or services EXCEPT as providedherein and for the program specified. 66 02.20.25 TEMA -DGA g)NONE shall provide for the payment of any amount 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 a funding recipient . 6.TEMA will draft each grant agreement with the “scope of service” detailed at Attachment 1, and in compliance with the form and content required by the current GR or GG type Cost Reimbursement Grant Contract Model Policy as appropriate and in effect at the time that the agreement is drafted (including a summary cover completed and attached to the face of each copy). 7.TEMA will retain records to document that each grant agreement has been made in accordance with the limits, guidelines, and conditions specified herein. 8.TEMA will provide all such reports and information relating to the execution of this delegated authorityas may be requested by the state officials who approve the delegated authority. IN WITNESS WHEREOF, and by signature below, I affirm, certify, and assure that all information detailed herein is, to the best of my knowledge, accurate and represents the limits, guidelines, conditions, and procedures that the Department of Military, Tennessee Emergency Management Agency staff shall follow in making each grant agreement hereunder. NAME THE ADJUTANT GENERAL DEPARTMENT OF MILITARY DATE 67 02.20.25 TEMA -DGA ATTACHMENT 1 EXACT GRANT SCOP E OF SERVICES TEXT A. SCOPE OF SERVICES: A.1. The Grantee shall provide the scope of services and deliverables as required, described, and detailed by this Scope of Services and shall meet all service and delivery timelines specified in the Scope of Services section or elsewhere in this Grant Contract . A.2. This Grant will be in accordance with the Project Application Summary (P.2) which identifies all projects, including Scope of Work, as approved by the Federal Emergency Management Agency (FEMA), to complete repairs and/or replacement to facilities damaged as a result of the above- named Presidential Disaster Declaration. A.3. This Grant will incorporate the Project Application Summary (P.2) as a part of the Grant Budget.The Grant Budget, as may be amended, will identify on the Grant LINE -ITEM DETAIL FOR: Professional Fee/ Grant & Award page, the FEMA project number, version number, whether line-item project(s) is “Small Project(s)” and/or “Large Project(s)”, description and total line project amount. Line- item project(s) that indicates a total line- item project amount less than FEMA- Specified Written Dollar Amount ($ Number ) shall be “Small Project(s)” and line- item project(s) that indicates a total line item project amount equal to or greater than FEMA -Specified Written Dollar Amount ($ Number ) shall be “Large Project(s)” in accordance with the Code of Federal Regulations (CFR) 44.206.203 and the Federal- State agreement. Each line item “Small Project” exceeding the threshold of FEMA- Specified Written Dollar Amount ($ Number ) shall be converted to a “Large Project” and the Grantee shall follow the regulations for a “Large Project”. The State will maintain current documentation and inform each Grantee in writing as to whether the Grant represents “Small Project(s)” and/or “Large Project(s)”. A.4. The Grantee shall provide support, and work in conjunction with, local emergency management agencies to improve preparedness, response, recover, and mitigation against future disasters. A.5. The Grantee shall develop a formal written plan to prepare for, respond to, recover from andmitigate against damages from future disasters. A.6. Grantee will be required to submit Quarterly Progress Reports for each Large Project as defined in A.3. on the 10th of the month following the end of each quarter. For January -March Quarter, report is due April 10th, for April -June, report is due July 10th, for July -September, report is due October 10th, and for October -December, report is due January 10th. These progress reports must be signed by the Applicant Agent – not the project’s Point of Contact (POC) – unless the State has notification from the Applicant’s Agent stating the POC’s signature is acceptable for the duration of the project. NOTE: REQUESTED FUNDS MAY BE WITHHELD IF THE QUARTERLY REPORT IS NOT SUBMITTED. A.7. Incorporation of Federal Award Identification Worksheet. The federal award identificationworksheet, which appears as Attachment 2, is incorporated in this Grant Contract. 68 02.20.25 TEMA -DGA ATTACHMENT 2 Federal A ward Identification Worksheet Subrecipient’s name (must match name associated with its Unique Entity Identifier (SAM ) Subrecipient’s Unique Entity Identifier (SAM) Federal Award Identification Number (FAIN) Federal award date Subaward Period of Performance Start and End Date Subaward Budget Period Start and End Date Assistance Listing number (formerly known as the CFDA number) and Assistance Listing program title. Grant contract’s begin date Grant contract’s end date Amount of federal funds obligated by this grant contract Total amount of federal funds obligated to the subrecipient Total amount of the federal award to the pass - through entity (Grantor State Agency) Federal award project description (as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA) Name of federal awarding agency Name and contact information for the federal awarding official Name of pass -through entity Name and contact information for the pass - through entity awarding official Is the federal award for research and development? Indirect cost rate for the federal award (See 2 C.F.R. §200.332 for information on type of indirect cost rate) 69 REPORT CERTIFICATION- RELATED ITEMS (CMRA) 70 November 2024 RE-CERTIFICATION 1.Item No. 763.63 Service: Janito rial Services Agency/Location: Military Department, Tennessee Army National Guard, Armed Forces Reserve Center, Volunteer Training Site, Building 686, Smyrna, Tennessee 37167 Annual Price: $ 89,430.12 for services rendered. Price increase request: No price increase requested. Satisfaction: No complaints have been filed.Re-certification requested for period of 12/01/24 -11/30/25. December 2024 RE-CERTIFICATION 1.Item No. 763.A222 Service: Janitorial Services Agency/Location: Tennessee Emergency Management Agency, 1510 R.E. Bailey Bypass, Jackson, Tennessee 38301 Annual Price: $13,741.62 annually . Price increase requested: A 17% price increase has been requested due to increase in costs for labor and supplies. Satisfaction: No complaints have been filed.Re-certification requested for period of 0 1/01/2 5-12/31/25. DECERTIFICATION 1.Item No. 763.A196 Service: TDOC uniforms Agency/Location: Tennessee Department of Corrections 71 Annual Price: $4,000,000 maximum liability. $885,282.51 total spending over life of contract. The TDOC uniforms contract has always been recertified effective October 1. This date is inconsistent with the vendors’ annual pricing schedules, which are renewed on January 1. Last summer, CMRA proposed to its vendors and to the Certification Committee, and all agreed, that the TDOC uniforms contract be moved to a calendar year basis to enable the contract to correspond to the vendors’ calendar year pricing schedules. Contract 84480 was recertified effective October 1, 2024, with no price increases. The 2023 prices were maintained with the understanding of the parties that CMRA would request decertification of the contract effective December 31, 2024, and recertification of a new contract effective January 1, 2025, with the new year’s pricing schedule. CERTIFICATION 1.Item No. 763.A223 Serv ice: TDOC Unforms Agency/Location: Tennessee Department of Corrections Annual Price: $4,000,000 maximum liability.Price increase requested: An average of a 3.2% increase on approximately 100 items. Satisfaction: No complaints have been filed. Certification requested for period of 01/01/25- 12/31/25. January 2025 RECERTIFICATION 1.Item No. 763.A199 Service: Janitorial Services Agency/Location: Department of Human Services, Dyersburg Office, 1365 Morgan Road, Dyersburg, Tennessee, 38024 Annual Price: $6,984.00 annually 72 Price increase requested: A price increase of 2% requested for increases in supplies and wages. Satisfaction: No complaints have been filed. Recertification requested for period of 2/01/2025 -1/31/2026. 2.Item No. 763.A204 Service: Janitorial Services Agency/Location: Department of Human Services. Cleveland Office, 3069 Overlook Drive, Cleveland, Tennessee 37312. Annual Price: $8,029.44 annually Price increase requested: A price increase of 2% requested for increases in supplies and labor. Satisfaction: No complaints have been filed. Recertification requested for period of 2/01/2025 -01/31/2026. 73 REPORT LIMITATION OF LIABILITY 74 Number Form Subject Description Status Submit Date Owner Date Approved/Denied 10311 Limitation_Liability_Request 34800 Maintenance and Support of the Crime Labs Case Management System This contract, entered into between the Tennessee Bureau of Investigation (TBI) and Versaterm, was for the provision of maintenance and support services for the crime labs case management system. During negotiations, the parties agreed to limit the contractor's liability for all claims arising under the contract to twice the amount expended by the State under the contract in the twelve months preceding the date on which the claim arose. The altered limitation of liability provision also removed the statutory exception for liquidated damages. This request was denied because the request form provided scant justification for the reduced liability cap. The request was later resubmitted and approved (see Limitation of Liability Request #10343).D 10/11/2024 Phyllis Sawyer 10/28/2024 10327 Limitation_Liability_Request SWC 411 Web-based Help Desk Software - Zendesk This contract was entered into between the Department of General Services, Central Procurement Office and Zendesk, Inc. for the provision of Zendesk's web-based help desk software and related services. During negotiations, the parties agreed to limit the contractor's liability for all claims arising under the agreement to direct damages only. The parties also agreed to remove the liquidated damages exception. The Central Procurement Office determined that the liability risks of the proposed changes were minimal because indirect damages are rarely recovered, Zendesk remains liable for all direct damages, and the contract did not include any liquidated damages. Additionally, the preserved statutory exclusions in T.C.A. § 12-3-701 are in areas where the State is likely to have the geatest liability exposure.A 10/17/2024 Ryan Gaddis 10/24/2024Limitation of Liability Requests 10-11-24 - 1-31-25 75 10329 Limitation_Liability_Request 40100-Fitch Agreement This contract was entered into between the Tennessee Department of Transportation and Fitch Ratings, Inc. for the provision of credit rating services. During negotiations, the parties agreed to limit Fitch's total liability under the contract to direct damages only, and to the lower of (a) seven times the fees paid by the State under the contract in the twelve months preceding the action giving rise to the claim, or (b) $5 million. The State determined that the liability risks of the proposed limitation of liability were minimal because contract performance would likely not involve most of the typical exposures that would be covered by liability insurance requirements (e.g., CGL, auto liability, etc.), so the State would likely not be prevented from recovering fully. It was also thought that the preclusion of indirect damages would have a minimal effect because the majority of the damages recovered by the State are direct. A 10/17/2024 Joshua Polk 10/20/2024 10334 Limitation_Liability_Request 35910 This contract was entered into between the Tennessee Department of Children's Services and Accenture for the provision of virtual reality staff training and development services. During negotiations, the parties agreed to remove the liquidated damages exception and preclude the contractor's liability for indirect damages. The Central Procurement Office, which negotiated the limitation of liability provision, determined that the proposed changes were acceptable because the contract did not provide for any liquidated damages. Additionally, given the nature of the contracted-for services the risk of liability was thought to be minimal.A 10/24/2024 Erica W. Mayberry 10/28/2024 10340 Limitation_Liability_Request 33901 Lexidrug This sole-source contract was entered into between the Department of Mental Health and Substance Abuse Services and UpToDate, Inc. for the provision of UpToDate Lexidrug, an online evidence-based drug database that provides information about drug usage, dosage, advese reactions, and other pertinent information for pharmacists and medical providers. During negotiations, the parties agreed to limit UpToDate's liability under the contract to direct damages not exceeding the total fees paid by the State in the twelve months preceeding the claim. The State determined that given the strong need to procure Lexidrug (losing access to the service would cause hospital staff to lose their primary resource for drug information), the risks of precluding indirect damages and the reduced liability cap were justifiable. Additionally, the limitation of liability provision remains subject to the statutory restrictions on such provisions.A 11/1/2024 Caroline Ballinger 11/8/2024 76 10343 Limitation_Liability_Request 34800 Case Management System This limitation of liability request was a resubmission of request #10311 above. TBI addressed the issues present in the previous request, citing its extensive course of dealing with Versaterm, the short (twelve-month) contract term, and the absence of any liquidated damages provisions in the contract.A 11/5/2024 John Shire 11/8/2024 10345 Limitation_Liability_Request 40100-Cvemt This contract was entered into between the Tennessee Department of Transportation and Cvent, Inc. for the provision of event registration software. During negotiations, the parties agreed to limit each party's liability under the contract to the amounts paid by the State to Cvent in the twelve months preceding the first event giving rise to liability. The parties also agreed to preclude liability for indirect damages. The State determined that the potential liability risks from the procurement were minimal given that performance would not involve giving the contractor access to sensitive data, and that there was virtually no risk of liability stemming from the contractor's on or off-premises operations. Additionally, as the contract was for a one-year period, the State would be able to recover up to the total amount it paid under the contract in the event of a software defect or other material breach. Therefore, the anticipated impact of the modified limitation of liability was estimated to be low.A 11/6/2024 Joshua Polk 11/12/2024 10373 Limitation_Liability_Request LCLR - PowerDMS This contract, entered into between the Tennessee Wildlife Resources Agency and PowerDMS, Inc., was for the provision of a cloud-based website to be used by agency employees to become NAWLEA accredited. The contract provided that the contractor was responsible for providing set-up and onboarding services related to the website, as well as for providing edited content allowing for workflows, signature capture, data analytics, and reporting. During negotiations, the contractor requested that the limitation of contractor's liability be reduced from twice the contract maximum liability to once that amount. Given the low risk of liability associated with the services to be provided and the length of the contract term, the contracting agency, in consultation with the Central Procurement Office, determined that the requested reduction would not significantly increase the risk profile of the contract.A 11/26/2024 Nickki Davis 12/6/2024 77 10394 Limitation_Liability_Request GOODS34308- MSMS Long Term Contract and OTP This contract, entered into by the Department of Health and Revvity, Inc., was for the provision of newborn screening supplies and instrument rental. During negotiations, the parties agreed to strike the liquidated damages exception from the limitation of contractor's liability term. The contracting agency, in consultation with the Central Procurement Office, determined that the risk of this deletion would be negligible given that the contract does not provide for any liquidated damages.A 12/18/2024 Tori Donahue 12/19/2024 10415 Limitation_Liability_Request 31865-00805 UpToDate LOL This contract between TennCare and UpToDate, Inc. was for the provision of a software tool that provides a data feed of drugs (each categorized according to various features of the drug) and which automatically catalogs new pharmaceuticals as they enter the market. The software was sought to ensure the contracting agency is apprised of current drug and drug pricing information. During negotiations, the contractor requested that the limitation on contractor's liability be changed from twice the maximum liability to the equivalent of twelve months of fees paid by the State prior to the cause of action accruing. In addition, the liquidated damages exception was removed, as was the clause providing that the contractor's indemnity obligations and other available remedies are subject to the limitation of contractor's liability. In consultation with the Central Procurement Office, TennCare determined that the risk to the State of the proposed changes would be minimal given the proposed contract period (a twelve-month term) and that the contract does not include liquidated damages.A 12/20/2024 Mitchell Plumer 12/23/2024 10435 Limitation_Liability_Request SWC3027 Manufacturer Based Software Solutions This contract was entered into between the Department of General Services, Central Procurement Office and Mythics, Inc. for the procurement of Oracle software products, as well as maintenance and support services. During negotiations, the contractor proposed language that would limit the contractor's liability under the contract to direct damages not exceeding twice the fees paid to the contractor in the twelve months preceeding the accrual of the cause of action. The statutory exclusions required by T.C.A. § 12-3-701 were preserved. Given the past claims history, the likelihood of a claim arising, and previous liability caps negotiated by the parties, the State determined that the potential risks and anticipated impact of the proposed limitation of liability were both minimal.A 1/8/2025 Michael Gross 1/14/2025 78 10439 Limitation_Liability_Request 34301-40525 DSS EPI-Juno This sole-source contract between the Tennessee Department of Health and Document Storage Systems, Inc. (DSS) was for the provision of Electronic Public Health Information (EPI) support and maintenance, and the Juno System Upgrade. During negotiations, the contractor requested that a provision be added to limit the liability of First Databank, Inc. (FDB), certain of whose services are licensed to DSS for use in its systems. The requested provision would limit FDB's liability to the fees received by FDB pursuant to the DSS's contract with the State. The provision would also preclude liability for indirect and consequential damages. Given that contracted-for services were only available from a single source, and that DSS itself would remain liable up to the contract limits, DHS and CPO determined that the potential risks and likely impact of the proposed limitation of liability would be minimal.A 1/9/2025 Tara Roark 1/10/2025 10448 Limitation_Liability_Request RER for Getinge This approval request is a Rule Exception Request form that was incorrectly routed as a Limitation of Liability Request. In addition, the Rule Exception Request was unrelated to the other appended documents. Accordingly, the Limitation of Liability Request was denied.D 1/15/2025 Freda Holt 1/17/2025 79 REPORT MEMORANDUM OF UNDERSTANDING (MOU) 80 CPO Memorandum of Understanding (MOU) Log 2/4/2025 NumberSWC# / Edison Contract #Contract NameCategory Specialist / Sourcing AnalystVendor Name Description MOU Active Date Items Added via MOU 435 82573 SWC235 Industrial Supplies Mike Neely MSC Industrial Supply Industrial MOU to add categories 12/2/2024 MOU will add additional categories due to Graingers depature 436 82572 SWC 235 Industrial Supplies Mike Neely Fastenal Company Industrial MOU to add categories 12/2/2024 MOU will add additional categories due to Graingers depature 43782544 SWC 235 Industrial Supplies Mike NeelyAlabama Ima Incdustrial Supplies & ServicesIndustrial MOU to add categories 12/2/2024 MOU will add additional categories due to Graingers depature 438 84697 SWC 209 Vehicles Mike Neely Alan Jay Automotive Add models 12/2/2024 MOU to add Vans to GM sheet 43973706 SWC 387 Contract for Temp Labor Kelly Bekele uWork.com Inc. Dba Covendis TechnologyMOU to add a new job and rate as well as update the max bill rate for an existing job11/20/2024 MOU to add a new job and rate as well as update the max bill rate for an existing job 440 63302 Merchant Services Sharon Pope Merchant Services MOU to add options 12/13/2024 MOU to add the option for credit card terminals 44171485 Shuttle Services DeRenne Raley Anchor Tours IncMOU to allow State contracted security guards to ride shuttle1/7/2025 MOU to allow State contracted security guards to ride shuttle 44285445 Debris Removal Services Amber Lovell Phillips and Jordan IncMOU to allow burning of vegetative debris to reduce burden on surrounding landfills1/17/2025 MOU to add options for burning vegetative debris 44373457 Audi-Video Equip and Service Sharon Pope M3 Technology Group Inc. MOU to allow In-Scope Items 1/13/2025a) Miscellaneous – Cables, Connectors, Hardware, Etc. b) Installation – Labor to Install c) Programming – System Programming d) ProjectMGMT - Project Management 81