Tennessee CPO RFP 30501-02125

09-18-2025 RFP STATE OF TENNESSEE DEPARTMENT OF STATE REQUEST FOR PROPOSALS FOR UOCAVA BALLOT DELIVERY AND TRACKING SYSTEM RFP # 30501 -02125 RFP CONTENTS SECTIONS: 1. INTRODUCTION 2. RFP SCHEDULE OF EVENTS 3. RESPONSE REQUIREMENTS 4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS 5. EVALUATION & CONTRACT AWARD ATTACHMENTS: 6.1. Response Statement of Certifications & Assurances 6.2. Technical Response & Evaluation Guide 6.3. Cost Proposal & Scoring Guide 6.4. Reference Questionnaire 6.5. Score Summary Matrix 6.6. Pro Forma Contract 09-18-2025 RFP RFP # 30501 -02125 Page 1 of 68 1. INTRODUCTION The State of Tennessee , DEPARTMENT OF STATE , hereinafter referred to as “the State,” issues this Request for Proposals (RFP) to define minimum contract requirements; solicit responses; detail response requirements; and, outline the State’s process for evaluating responses and selecting a contractor to provide the needed goods or services. Through this RFP, the State seeks to procure necessary goods or services at the most favorable, competitive prices and to give ALL qualified respondents , an opportunity to do business with the state as contractors, subcontractors or suppliers. 1.1. Statement of Procurement Purpose The State of Tennessee, Department of State , has been awarded grant funds from the Federal Voting Assistance Program (“FVAP”) 2024 EASE Grant 4 program on behalf of the Uniformed and Overseas Citizens Absentee Voting Act of 1986 (UOCAVA) voters it serves. The purpose of the grant is to develop a sta tewide online ballot delivery system, and to centralize (single point) enhanced election administration and voter communication functions within the state voter registration system and to establish a secure online ballot delivery system through which a UOC AVA voter may apply for and receive voter registration materials, military -overseas ballots, and other voter information. 1.2. Scope of Service, Contract Period, & Required Terms and Conditions The RFP Attachment 6.6., Pro Forma Contract details the State’s requirements: ▪ Scope of Services and Deliverables (Section A); ▪ Contract Period (Section B); ▪ Payment Terms (Section C); ▪ Standard Terms and Conditions (Section D); and, ▪ Special Terms and Conditions (Section E). The pro forma contract substantially represents the contract document that the successful Respondent must sign. 1.3. Nondiscrimination No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a Contract pursuant to this RFP or in the employment practices of the Contractor on the grounds of handicap or disab ility, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this RFP shall, upon request, show proof of such nondiscriminati on and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. 1.4. RFP Communications 1.4.1. The State has assigned the following RFP identification number that must be referenced in all communications regarding this RFP: RFP # 30501 -02125 1.4.2. Unauthorized contact about this RFP with employees or officials of the State of Tennessee except as detailed below may result in disqualification from consideration under this procurement process . 1.4.2.1. Prospective Respondents must direct communications concerning this RFP to the following person designated as the Solicitation Coordinator : 09-18-2025 RFP RFP # 30501 -02125 Page 2 of 68 Bob Brown , Election Auditor and Grant Special ist Division of Elections Department of State 312 Rosa L. Parks Ave., 7th Floor, Nashville, TN 37243 615-741-7956 Bob.Brown@tn sos.gov Copy to: Andrew Dodd , Assistant Coordinator of Elections Department of State 312 Rosa L. Parks Ave., 7th Floor, Nashville, TN 37243 615-741-7956 Andrew. Dodd@tnsos.gov 1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact: The following individua ls designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations: Regina Forsythe, Director Division of Human Resources & Organizational Development Department of State William R. Snodgrass Tower 312 Rosa L. Parks Avenue, 7th Floor Nashville, TN 37243 615-253-4548 Regina.Forsythe@tnsos.gov Hannah Tanksley , Accounting Specialist 1 Division of Fiscal and Administrative Services Department of State William R. Snodgrass Tower 312 Rosa L. Parks Avenue, 7th Floor Nashville, TN 37243 615-350-4399 Hannah.Tanksley@tnsos.gov 1.4.3. Only the State’s official, written responses and communications with Respondents are binding with regard to this RFP. Oral communications between a State official and one or more Respondents are unofficial and non -binding. 1.4.4. Potential Respondents must ensure that the State receives all written questions and comments, including questions and requests for clarification, no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events . 1.4.5. Respondents must assume the risk of the method of dispatching any communication or response to the State. The State assumes no responsibility for delays or delivery failures resulting from the Respondent’s method of dispatch. Actual or digital “postmarki ng” of a communication or response to the State by a specified deadline is not a substitute for the State’s actual receipt of a communication or response. It is encouraged for Respondents to submit bids digitally. 1.4.6. The State will convey all official responses and communications related to this RFP to the prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to RFP Section 1.8). 09-18-2025 RFP RFP # 30501 -02125 Page 3 of 68 1.4.7. The State reserves the right to determine, at its sole discretion, the method of conveying official, written responses and communications related to this RFP. Such written communications may be transmitted by mail, hand -delivery, facsimile, electronic mail, Internet posting, or any other means deemed reasonable by the State. For internet posting, please refer to the following website: https://www.tn.gov/generalservices/procurement/central -procurement -office --cpo-/supplier - information/request -for-proposals --rfp--opportunities1.html . 1.4.8. The State reserves the right to determine, at its sole discretion, the appropriate ness and adequa cy of responses to written comments, questions, and requests related to this RFP. The State’s official, written responses will constitute an amendment of this RFP. 1.4.9. Any data or factual information provided by the State (in this RFP, an RFP amendment or any other communication relating to this RFP) is for informational purposes only. The State will make reasonable efforts to ensure the accuracy of such data or inform ation, however it is the Respondent’s obligation to independently verify any data or information provided by the State. The State expressly disclaims the accuracy or adequacy of any information or data that it provides to prospective Respondents. 1.5. Assistance to Respondents With a Handicap or Disability Prospective Respondents with a handicap or disability may receive accommodation relating to the communication of this RFP and participating in the RFP process. Prospective Respondents may contact the Solicitation Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in the RFP Section 2, Schedule of Events. 1.6. Respondent Required Review & Waiver of Objections 1.6.1. Each prospective Respondent must carefully review this RFP, including but not limited to, attachments, the RFP Attachment 6.6., Pro Forma Contract , and any amendments, for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”). 1.6.2. Any prospective Respondent having questions and comments concerning this RFP must provide them in writing to the State no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events. 1.6.3. Protests based on any objection to the RFP shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the Written Questions & Comments Deadline. 1.7. Pre-Response Conference A Pre -response Conference will be held at the time and date detailed in the RFP Section 2, Schedule of Events. Pre -response Conference attendance is not mandatory, and prospective Respondents may be limited to a maximum number of attendees depending upon overall attendance and space limitations. The conference will be held at: 312 Rosa L. Parks Ave, 7th Floor Nashville, TN 37243 Remote participation will be allowed. To con firm in -person attendance, please send an email to the Solicitation Coordinator no later than 2:00 pm on February 12, 2026. The purpose of the conference is to discuss the RFP scope of goods or services. The State will entertain questions, however prospective Respondents must understand that the State’s oral response to any question at the Pre -response Conference shall be unofficial and non -binding. Prospective Respondents 09-18-2025 RFP RFP # 30501 -02125 Page 4 of 68 must submit all questions, comments, or other concerns regarding the RFP in writing prior to the Written Questions & Comments Deadline date detailed in the RFP Section 2, Schedule of Events. The State will send the official response to these questions and comments to prospective Respondents from whom the State has received a Notice of Intent to respond as indicated in R FP Section 1.8 and on the date detailed in the RFP Section 2, Schedule of Events. 1.8. Notice of Intent to Respond Before the Notice of Intent to Respond Deadline detailed in the RFP Section 2, Schedule of Events, prospective Respondents should submit to the Solicitation Coordinator a Notice of Intent to Respond (in the form of a simple e -mail or other written communication). Such notice should include the following information: ▪ the business or individual’s name (as appropriate) ; ▪ a contact person’s name and title ; and ▪ the contact person’s mailing address, telephone number, facsimile number, and e -mail address . A Notice of Intent to Respond creates no obligation and is not a prerequisite for submitting a response, however, it is necessary to ensure receipt of any RFP amendments or other notices and communications relating to this RFP. 1.9. Response Deadline A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events. The State will not accept late responses, and a Respondent’s failure to submit a response before the deadline will result in disqualification of the response . It is the responsibility of the Respondent to ascertain any additional security requirements with respect to packaging and delivery to the State of Tennessee. Respo ndents should be mindful of any potential delays due to security screening procedures , weather, or other filing delays whether foreseeable or unforeseeable. 09-18-25 RFP RFP # 30501 -02125 Page 5 of 68 2. RFP SCHEDULE OF EVENTS 2.1. The following RFP Schedule of Events represents the State’s best estimate for this RFP. EVENT TIME (central time zone) DATE 1. RFP Issued February 9 , 2026 2. Disability Accommodation Request Deadline 2:00 p.m. February 12 , 2026 3. Pre-response Conference 2:00 p.m. February 13 , 2026 4. Notice of Intent to Respond Deadline 2:00 p.m. February 17, 2026 5. Written “Questions & Comments” Deadline 2:00 p.m. February 20, 2026 6. State Respon se to Written “Questions & Comments” February 25, 2026 7. Response Deadline 2:00 p.m. March 4 , 2026 8. State Completion of Technical Response Evaluations March 9 , 2026 9. State Opening & Scoring of Cost Proposals 2:00 p.m. March 10 , 2026 10. State Notice of Intent to Award Released and RFP Files Opened for Public Inspection 2:00 p.m. March 11 , 2026 11. End of Protest Period 4:30 p.m. March 18, 2026 12. State sends contract to Contractor for signature March 19, 2026 13. Contractor Signature Deadline 2:00 p.m. March 20, 2026 2.2. The State reserves the right, at its sole discretion, to adjust the RFP Schedule of Events as it deems necessary. Any adjustment of the Schedule of Events shall constitute an RFP amendment, and the State will communicate such to prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to RFP Section 1.8). 09-18-25 RFP RFP # 30501 -02125 Page 6 of 68 3. RESPONSE REQUIREMENTS 3.1. Response Form A response to this RFP must consist of two parts, a Technical Response and a Cost Proposal. 3.1.1. Technical Response . RFP Attachment 6.2., Technical Response & Evaluation Guide provides the specific requirements for submitting a response. This guide includes mandatory requirement items, general qualifications and experience items, and technical qualifications, experience, and approach items all of which must be addressed with a written response and, in some instances, additional documentation. NOTICE: A technical response must not include any pricing or cost information. If any pricing or cost information amounts of any type (even pricing relating to other projects) is included in any part of the technical response, the state may deem the response to be non -responsive and reject it. 3.1.1.1. A Respondent should duplicate and use the RFP Attachment 6.2., Technical Response & Evaluation Guide to organize, reference, and draft the Technical Response by duplicating the attachment, adding appropriate page numbers as required, and using the guide as a table of contents covering the Technical Response. 3.1.1.2. A response should be economically prepared, with emphasis on completeness and clarity. A response, as well as any reference material presented, must be written in English and must be written on standard 8 ½” x 11” pages (although oversize exhibits are pe rmissible) and use a 12 point font for text. All response pages must be numbered. 3.1.1.3. All information and documentation included in a Technical Response should correspond to or address a specific requirement detailed in the RFP Attachment 6.2., Technical Response & Evaluation Guide. All information must be incorporated into a response to a specific requirement and clearly referenced. Any information not meeting th ese criteria will be deemed extraneous and will not contribute to evaluations. 3.1.1.4. The State may determine a response to be non -responsive and reject it if: a. the Respondent fails to organize and properly reference the Technical Response as required by this RFP and the RFP Attachment 6.2., Technical Response & Evaluation Guide; or b. the Technical Response document does not appropriately respond to, address, or meet all of the requirements and response items detailed in the RFP Attachment 6.2., Technical Response & Evaluation Guide. 3.1.2. Cost Proposal . A Cost Proposal must be recorded on an exact duplicate of the RFP Attachment 6.3., Cost Proposal & Scoring Guide . NOTICE: If a Respondent fails to submit a cost proposal exactly as required, the State may deem the response to be non -responsive and reject it. 3.1.2.1. A Respondent must only record the proposed cost exactly as required by the RFP Attachment 6.3., Cost Proposal & Scoring Guide and must NOT record any other rates, amounts, or information . 09-18-2025 RFP RFP # 30501 -02125 Page 7 of 68 3.1.2.2. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period, including any renewals or extensions. 3.1.2.3. A Respondent must sign and date the Cost Proposal. 3.1.2.4. A Respondent must submit the Cost Proposal to the State in a sealed package separate from the Technical Response (as detailed in RFP Sections 3.2.3., et seq. ). 3.2. Response Delivery 3.2.1. A Respondent must ensure that both the original Technical Response and Cost Proposal documents meet all form and content requirements, including all required signatures, as detailed within this RFP , as may be amended . 3.2.2. A Respondent must submit original Technical Response and Cost Proposal documents and copies as specified below. 3.2.2.1. One (1) original Technical Response paper document labeled: “RFP # 30501 -02125 TECHNICAL RESPONSE ORIGINAL” and three (3) digital copies of the Technical Response each in the form of one (1) digital document in “PDF” format properly recorded on its own otherwise blank, USB flash drive labeled: “RFP # 30501 -02125 TECHNICAL RESPONSE COPY” The digital copies should not include copies of sealed customer references, however any other discrepancy between the paper Technical Response document and any digital copies may result in the State rejecting the proposal as non -responsive. 3.2.2.2. One (1) original Cost Proposal paper document labeled: “RFP # 30501 -02125 COST PROPOSAL ORIGINAL” and one (1) copy in the form of a digital document in “ PDF/XLS ” format properly recorded on separate , blank, USB flash drive labeled: “RFP # 30501 -02125 COST PROPOSAL COPY” In the event of a discrepancy between the original Cost Proposal document and the digital copy, the original, signed document will take precedence. 3.2.3. A Respondent must separate, seal, package, and label the documents and copies for delivery as follows : 3.2.3.1. The Technical Response original document and digital copies must be placed in a sealed package that is clearly labeled: “DO NOT OPEN… RFP # 30501 -02125 TECHNICAL RESPONSE FROM [RESPONDENT LEGAL ENTITY NAME] ” 3.2.3.2. The Cost Proposal original document and digital copy must be placed in a separate , sealed package that is clearly labeled: “DO NOT OPEN… RFP # 30501 -02125 COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME] ” 09-18-2025 RFP RFP # 30501 -02125 Page 8 of 68 3.2.3.3. The separately, sealed Technical Response and Cost Proposal components may be enclosed in a larger package for mailing or delivery, provided that the outermost package is clearly labeled: “RFP # 30501 -02125 SEALED TECHNICAL RESPONSE & SEALED COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME] ” 3.2.4. A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events at the following address : Bob Brown Election Auditor and Grant Specialist Division of Elections Department of State 312 Rosa L. Parks Ave., 7th Floor, Nashville, TN 37243 615-741-7956 Bob.Brown@tn sos.gov Copy to: Andrew Dodd Assistant Coordinator of Elections Department of State 312 Rosa L. Parks Ave., 7th Floor, Nashville, TN 37243 615-741-7956 Andrew. Dodd@tnsos.gov 3.3. Response & Respondent Prohibitions 3.3.1. A response must not include alternate contract terms and conditions. If a response contains such terms and conditions, the State, at its sole discretion, may determine the response to be a non - responsive counteroffer and reject it. 3.3.2. A response must not restrict the rights of the State or otherwise qualify either the offer to deliver goods or provide services as required by this RFP or the Cost Proposal. If a response restricts the rights of the State or otherwise qualifies either the offer to deliver g oods or provide services as required by this RFP or the Cost Proposal, the State, at its sole discretion, may determine the response to be a non -responsive counteroffer and reject it. 3.3.3. A response must not propose alternative goods or services ( i.e., offer services different from those requested and required by this RFP) unless expressly requested in this RFP. The State may consider a response of alternative goods or services to be non -responsive and reject it. 3.3.4. A Cost Proposal must be prepared and arrived at independently and must not involve any collusion between Respondents. The State will reject any Cost Proposal that involves collusion, consultation, communication, or agreement between Respondent s. Regardless of the time of detection, the State will consider any such actions to be grounds for response rejection or contract termination. 3.3.5. A Respondent must not provide, for consideration in this RFP process or subsequent contract negotiations, any information that the Respondent knew or should have known was materially incorrect. If the State determines that a Respondent has provided such incorrect information, the State will deem the Response non -responsive and reject it. 3.3.6. A Respondent must not submit more than one Technical Response and one Cost Proposal in response to this RFP , except as e xpressly requested by the State in this RFP . If a Respondent 09-18-2025 RFP RFP # 30501 -02125 Page 9 of 68 submits more than one Technical Response or more than one Cost Proposal, the State will deem all of the responses non -responsive and reject them. 3.3.7. A Respondent must not submit a response as a prime contractor while also permitting one or more other Respondents to offer the Respondent as a subcontractor in their own responses. Such may result in the disqualification of all Respondents knowingly involved. This restrictio n does not, however, prohibit different Respondents from offering the same subcontractor as a part of their responses (provided that the subcontractor does not also submit a response as a prime contractor). 3.3.8. The State shall not consider a response from an individual who is, or within the past six (6) months has been, a State employee. For purposes of this RFP: 3.3.8.1. An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid; 3.3.8.2. A contract with or a response from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal from the employee; and 3.3.8.3. A contract with or a response from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six (6) months has been, a State employee shall not be considered a contract with or a proposal from the employ ee and shall not constitute a prohibited conflict of interest. 3.3.9. This RFP is also subject to Tenn. Code Ann. § 12 -4-101—105. 3.4. Response Errors & Revisions A Respondent is responsible for any and all response errors or omissions. A Respondent will not be allowed to alter or revise response documents after the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events unless such is for mally requested, in writing, by the State. 3.5. Response Withdrawal A Respondent may withdraw a submitted response at any time before the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events by submitting a written request signed by an authorized Respondent representative. After withdrawing a response, a Respondent may submit another response at any time before the Response Deadline. After the Response Deadline, a Respondent may only withdraw all or a portion of a response where the enforcement of the response would i mpose an unconscionable hardship on the Respondent. 3.6. Additional Services If a response offers goods or services in addition to those required by and described in this RFP, the State, at its sole discretion, may add such services to the contract aw arded as a result of this RFP. Notwithstanding the foregoing, a Respondent must not propose any additional cost amounts or rates for additional goods or services. Regardless of any additional services offered in a response, the Respondent’s Cost Proposal must only record the proposed c ost as required in this RFP and must not record any other rates, amounts, or information. NOTICE: If a Respondent fails to submit a Cost Proposal exactly as required, the State may deem the response non -responsive and reject it. 3.7. Response Preparation Costs The State will not pay any costs associated with the preparation, submittal, or presentation of any response. 09-18-25 RFP RFP # 30501 -02125 Page 10 of 68 4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS 4.1. RFP Amendment The State at its sole discretion may amend this RFP, in writing, at any time prior to contract award. However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential Respondents to meet the respons e deadline and revise the RFP Schedule of Events if deemed appropriate. If an RFP amendment is issued, the State will convey it to potential Respondents who submitted a Notice of Intent to Respond (refer to RFP Section 1.8). A respons e must address the final RFP (including its attachments) as amended. 4.2. RFP Cancellation The State reserves the right, at its sole discretion, to cancel the RFP or to cancel and reissue this RFP in accordance with applicable laws and regulations. 4.3. State Right of Rejection 4.3.1. Subject to applicable laws and regulations, the State reserves the right to reject, at its sole discretion, any and all responses. 4.3.2. The State may deem as non -responsive and reject any response that does not comply with all terms, conditions, and performance requirements of this RFP. Notwithstanding the foregoing, the State reserves the right to waive, at its sole discretion, minor variances from full compliance with this RFP. If the State waives variances in a response, such waiver shall not modify the RFP requirements or excuse the Respondent from full compliance, and the State may hold any resulting Contractor to strict com pliance with this RFP. 4.4. Assignment & Subcontracting 4.4.1. The Contractor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFP without prior approval of the State. The State reserves the right to refuse approval, at its sole discretion, of any subcontract, transfer , or assignment. 4.4.2. If a Respondent intends to use subcontractors, the response to this RFP must specifically identify the scope and portions of the work each subcontractor will perform (refer to RFP Attachment 6.2., Section B, General Qualifications & Experience Item B.14 .). 4.4.3. Subcontractors identified within a response to this RFP will be deemed as approved by the State unless the State expressly disapproves one or more of the proposed subcontractors prior to signing the Contract. 4.4.4. After contract award, a Contractor may only substitute an approved subcontractor at the discretion of the State and with the State’s prior, written approval. 4.4.5. Notwithstanding any State approval relating to subcontracts, the Respondent who is awarded a contract pursuant to this RFP will be the prime contractor and will be responsible for all work under the Contract. 4.5. Right to Refuse Personnel or Subcontractors The State reserves the right to refuse, at its sole discretion and notwithstanding any prior approval, any personnel of the prime contractor or a subcontractor providing goods or services in the performance of a contract resulting from this RFP. The State will document in writing the reason(s) for any rejection of personnel. 09-18-2025 RFP RFP # 30501 -02125 Page 11 of 68 4.6. Insurance The State will require the a warded Contractor to provide a Certificate of Insurance issued by an insurance company licensed or authorized to provide insurance in the State of Tennessee. Each Certificate of Insurance shall indicat e current insurance coverages meeting minimum requirements as may be specified by this RFP. A f ailure to provide a current, Certificate of Insurance will be considered a material breach and grounds for contract termination. 4.7. Professional Licensure and Department of Revenue Registration 4.7.1. All persons, agencies, firms, or other entities that provide legal or financial opinions, which a Respondent provides for consideration and evaluation by the State as a part of a response to this RFP, shall be properly licensed to render such opinions. 4.7.2. Before the Contract resulting from this RFP is signed, the apparent successful Respondent (and Respondent employees and subcontractors, as applicable) must hold all necessary or appropriate business or professional licenses to provide the goods or service s as required by the contract. The State may require any Respondent to submit evidence of proper licensure. 4.7.3. Before the Contract resulting from this RFP is signed, the appa rent successful Respondent must be registered with the Tennessee Department of Revenue for the collection of Tennessee sales and use tax. The State shall not award a contract unless the Respondent provides proof of such registration or provides documentation from the Department of Revenu e that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation. To register, please visit the Department of Revenue’s Tennessee Taxpayer Access Point (T NTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following: https://tntap.tn.gov/eservices/_/#1 4.8. Disclosure of Response Contents 4.8.1. All materials submitted to the State in response to this RFP shall become the property of the State of Tennessee. Respondents are cautioned not to provide any materials in response to this RFP that are trade secrets, as defined under Tenn. Code Ann. § 47 -25-1702 and any other applicable law. By submitting a response to this RFP, the respondent acknowledges and agrees that the State shall have no liability whatsoever for disclosure of a trade secret under the Uniform Trade Secrets Act, as provided at Tenn. Code Ann. § 47 -25-1701 -1709, or under any other applicable law. Selection or rejection of a response does not affect this right. By submitting a response, a Respondent acknowledges and accepts that the full response contents and associated documents will become open to public inspection in accordance with the laws o f the State of Tennessee. 4.8.2. The State will hold all response information, including both technical and cost information, in confidence during the evaluation process. 4.8.3. Upon completion of response evaluations, indicated by public release of a Notice of Intent to Award, the responses and associated materials will be open for review by the public in accordance with Tenn. Code Ann. § 10-7-504(a)(7). 4.9. Contract Approval and Contract Payments 4.9.1. After contract award, the Contractor who is awarded the contract must submit appropriate documentation with the Department of Finance and Administration, Division of Accounts. 4.9.2. This RFP and its contractor selection processes do not obligate the State and do not create rights, interests, or claims of entitlement in either the Respondent with the apparent best - evaluated response or any other Respondent. State obligations pursuant to a contract award 09-18-2025 RFP RFP # 30501 -02125 Page 12 of 68 shall commence only after the Contract is signed by the State agency head and the Contractor and after the Contract is approved by all other state officials as required by applicable laws and regulations. 4.9.3. No payment will be obligated or made until the relevant Contract is approved as required by applicable statutes and rules of the State of Tennessee. 4.9.3.1. The State shall not be liable for payment of any type associated with the Contract resulting from this RFP (or any amendment thereof) or responsible for any goods delivered or services rendered by the Contractor, even goods delivered or services rendered i n good faith and even if the Contractor is orally directed to proceed with the delivery of goods or the rendering of services, if it occurs before the Contract Effective Date or after the Contract Term. 4.9.3.2. All payments relating to this procurement will be made in accordance with the Payment Terms and Conditions of the Contract resulting from this RFP (refer to RFP Attachment 6.6., Pro Forma Contract , Section C). 4.9.3. 3. If any provision of the Contract provides direct funding or reimbursement for the competitive purchase of goods or services as a component of contract performance or otherwise provides for the reimbursement of specified, actual costs, the State will emplo y all reasonable means and will require all such documentation that it deems necessary to ensure that such purchases were competitive and costs were reasonable, necessary, and actual. The Contractor shall provide reasonable assistance and access related to such review. Further, the State shall not remit, as funding or reimbursement pursuant to such provisions, any amounts that it determines do not represent reasonable, necessary, and actual costs. 4.10. Contractor Performance The Contractor who is awarded a contract will be responsible for the delivery of all acceptable goods or the satisfactory completion of all services set out in this RFP (including attachments) as may be amended. All goods or services are subject to inspec tion and evaluation by the State. The State will employ all reasonable means to ensure that goods delivered or services rendered are in compliance with the Contract, and the Contractor must cooperate with such efforts. 4.11. Contract Amendment After Contract award, the State may request the Contractor to deliver additional goods or perform additional services within the general scope of the Contract and this RFP, but beyond the specified Scope, and for which the Contractor may be compensated. In such instances, the State will provide the Contractor a written description of the additional goods or services. The Contractor must respond to the State with a time schedule for delivering the ad ditional goods or accomplishing the additional services based on the compensable units included in the Contractor’s response to this RFP. If the State and the Contractor reach an agreement regarding the goods or services and associated compensation, such agreement must be effected by means of a contract amendment. Further, any such amendment requiring additional goods or services must be signed by both the State agency head and the Contractor and must be approved by other state officials as required by applicable statu tes, rules, policies and procedures of the State o f Tennessee. The Contractor must not provide additional goods or render additional services until the State has issued a written contract amendment with all required approvals. 4.12. Severability If any provision of this RFP is declared by a court to be illegal or in conflict with any law, said decision will not affect the validity of the remaining RFP terms and provisions, and the rights and obligations of the State and Respondents will be constru ed and enforced as if the RFP did not contain the particular provision held to be invalid. 09-18-2025 RFP RFP # 30501 -02125 Page 13 of 68 4.13. Next Ranked Respondent The State reserves the right to initiate negotiations with the next ranked Respondent should the State cease doing business with any Respondent selected via this RFP process. 09-18-25 RFP RFP # 30501 -02125 Page 14 of 68 5. EVALUATION & CONTRACT AWARD 5.1. Evaluation Categories & Maximum Points The State will consider qualifications, experience, technical approach, and cost in the evaluation of responses and award points in each of the categories detailed below (up to the maximum evaluation points indicated) to each response deemed by the State t o be responsive. EVALUATION CATEGORY MAXIMUM POINTS POSSIBLE General Qualifications & Experience (refer to RFP Attachment 6.2., Section B) 35 Technical Qualifications, Experience & Approach (refer to RFP Attachment 6.2., Section C) 35 Cost Proposal (refer to RFP Attachment 6.3.) 30 5.2. Evaluation Process The evaluation process is designed to award the contract resulting from this RFP not necessarily to the Respondent offering the lowest cost, but rather to the Respondent deemed by the State to be responsive and responsible who offers the best combination of attributes based upon the evaluation criteria. (“Responsive Respondent” is defined as a Respondent that has submitted a response that conforms in all material respects to the RFP. “Responsible Respondent” is defined as a Responden t that has the capacit y in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.) 5.2.1. Technical Response Evaluation . The Solicitation Coordinator and the Proposal Evaluation Team (consisting of three (3) or more State employees) will use the RFP Attachment 6.2., Technical Response & Evaluation Guide to manage the Technical Response Evaluation and maintain evaluation records. 5.2.1.1. The State reserves the right, at its sole discretion, to request Respondent clarification of a Technical Response or to conduct clarification discussions with any or all Respondents. Any such clarification or discussion will be limited to specific section s of the response identified by the State. The subject Respondent must put any resulting clarification in writing as may be required and in accordance with any deadline imposed by the State. 5.2.1.2. The Solicitation Coordinator will review each Technical Response to determine compliance with RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A — Mandatory Requirements. If the Solicitation Coordinator determines that a response failed to meet one or more of the mandatory requirements, the Solicitation Coordinator will review the response and determine whether: a. the response adequately meets RFP requirements for further evaluation; b. the State will request clarifications or corrections for consideration prior to further evaluation; or, c. the State will determine the response to be non -responsive to the RFP and reject it. 5.2.1.3. Proposal Evaluation Team members will independently evaluate each Technical Response (that is responsive to the RFP) against the evaluation criteria in this RFP and 09-18-2025 RFP RFP # 30501 -02125 Page 15 of 68 will score each in accordance with the RFP Attachment 6.2., Technical Response & Evaluation Guide. 5.2.1.4. For each response evaluated, the Solicitation Coordinator will calculate the average of the Proposal Evaluation Team member scores for RFP Attachment 6.2., Technical Response & Evaluation Guide, and record each average as the response score for the respective Technical Response section. 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. 5.2.2. Cost Proposal Evaluation . The Solicitation Coordinator will open for evaluation the Cost Proposal of each Respondent deemed by the State to be responsive and responsible and calculate and record each Cost Proposal score in accordance with the RFP Attachment 6.3., Cost Proposal & Scoring Guide. 5.2.3. Total Response Score . The Solicitation Coordinator will calculate the sum of the Technical Response section scores and the Cost Proposal score and record the resulting number as the total score for the subject Response (refer to RFP Attachment 6.5., Score Summary Matrix). 5.3. Contract Award Process 5.3.1 The Solicitation Coordinator will review the Proposal Evaluation Team determinations and scores for consideration along with any other relevant information that might be available and pertinent to contract award. 5.3.2. The Solicitation Coordinator will determine the apparent best -evaluated Response using the scoring provided by the Proposal Evaluation Team . To effect a contract award to a Respondent other than the one receiving the highest evaluation process score, the Solicitation Coordinator must provide written justification and obtain the written approval of the Chief Procurement Officer and the Comptroller of the Treasury. 5.3.3. The State will issue a Notice of Intent to Award identifying the apparent best -evaluated response and make the RFP files available for public inspection at the time and date specified in the RFP Section 2, Schedule of Events. NOTICE: The Notice of Intent to Award shall not create rights, interests, or claims of entitlement in either the apparent best -evaluated Respondent or any other Respondent. 5.3.4. The Respondent identified as offering the apparent best -evaluated response must sign a contract drawn by the State pursuant to this RFP. The Contract shall be substantially the same as the RFP Attachment 6.6., Pro Forma Contract . The Respondent must sign the contract by the Contractor Signature Deadline detailed in the RFP Section 2, Schedule of Events. If the Respondent fails to provide the signed Contract by th is deadline, the State may determine that the Respondent is non -responsive to this RFP and reject the response. 5.3.5. Notwithstanding the foregoing, the State may, at its sole discretion, entertain limited terms and conditions or pricing negotiation s prior to Contract signing and, as a result, revise the pro forma contract terms and conditions or performance requirements in the State’s best interests, PROVIDED THAT such revision of terms and conditions or performance requirements shall NOT 09-18-2025 RFP RFP # 30501 -02125 Page 16 of 68 materially affect the basis of response evaluations or negatively impact the competitive nature of the RFP and contractor selection process. 5.3.6. If the State determines that a response is non -responsive and rejects it after opening Cost Proposals, the Solicitation Coordinator will re -calculate scores for each remaining responsive Cost Proposal to determine (or re -determine) the apparent best -evaluated response. 09-18-25 RFP RFP # 30501 -02125 Page 17 of 68 RFP ATTACHMENT 6. 1. RFP # 30501 -02125 STATEMENT OF CERTIFICATIONS AND ASSURANCES The Respondent must sign and complete the Statement of Certifications and Assurances below as required , and it must be included in the Technical Response (as required by RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A, Item A.1.) . The Respondent does, hereby, expressly affirm, declare, confirm, certify, and assure ALL of the following: 1. The Respondent will comply with all of the provisions and requirements of the RFP. 2. The Respondent will provide all services as defined in the Scope of the RFP Attachment 6.6., Pro Forma Contract for the total Contract Term . 3. The Respondent , except as otherwise provided in this RFP, accepts and agrees to all terms and conditions set out in the RFP Attachment 6.6., Pro Forma Contract . 4. The Respondent acknowledges and agrees that a contract resulting from the RFP shall incorporate, by reference, all proposal responses as a part of the Contract. 5. The Respondent will comply with: (a) the laws of the State of Tennessee; (b) Title VI of the federal Civil Rights Act of 1964; (c) Title IX of the federal Education Amendments Act of 1972; (d) the Equal Employment Opportunity Act and the regulations issued there under by the federal government; and, (e) the Americans with Disabilities Act of 1990 and the regulations issued there under by the federal government. 6. To the knowledge of the undersigned, the information detailed within the response submitted to this RFP is accurate. 7. The response submitted to this RFP was independently prepared, without collusion, under penalty of perjury. 8. No amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Respondent in connection with th is RFP or any resulting contract. 9. Both the Technical Response and the Cost Proposal submitted in response to this RFP shall remain valid for at least 120 days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract pursuant to the RFP. 10. The Respondent affirms the following statement, as required by the Iran Divestmen t Act Tenn. Code Ann. § 12 -12- 111: “By submission of this bid, each bidder and each person sig ning on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each bidder is not on the list created pursuant to § 12-12-106.” For reference purposes, the list is currently available online at: https://www.tn.gov/generalservices/procurement/central -procurement -office --cpo- /library -/public -information -library.html . By signing this Statement of Certifications and Assurances, below, the signatory also certifies legal authority to bind the proposing entity to the provisions of this RFP and any contract awarded pursuant to it. If the signatory is not the Respondent (if an individual) or the Respondent’s company President or Chief Executive Officer , this document must attach evidence showing the individual’s authority to bind the Respondent. DO NOT SIGN THIS DOCUMENT IF YOU ARE NOT LEGALLY AUTHORIZED TO BIND THE RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: RESPONDENT LEGAL ENTITY NAME : 09-18-25 RFP RFP # 30501 -02125 Page 18 of 68 RFP ATTACHMENT 6.2. — Section A TECHNICAL RESPONSE & EVALUATION GUIDE SECTION A: MANDATORY REQUIREMENTS. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the ap propriate space below. The Solicitation Coordinator will review the response to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail. For each item that is not addressed as required, the Solicitation Coordinator must review the response and attach a written determination. In addition to the Mandatory Requirement Items , the Solicitation Coordinator will review each response for compliance with all RFP requirements. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A — Mandatory Requirement Items Pass/Fail The Response must be delivered to the State no later than the Response Deadline specified in the RFP Section 2, Schedule of Events. The Technical Response and the Cost Proposal documentation must be packaged separately as required (refer to RFP Section 3.2., et. seq. ). The Technical Response must NOT contain cost or pricing information of any type. The Technical Response must NOT contain any restrictions of the rights of the State or other qualification of the response. A Respondent must NOT submit alternate responses (refer to RFP Section 3.3.). A Respondent must NOT submit multiple responses in different forms (as a prime and a subcontractor) (refer to RFP Sectio n 3.3. ). A.1. Provide the Statement of Certifications and Assurances (RFP Attachment 6.1.) completed and signed by an individual empowered to bind the Respondent to the provisions of this RFP and any resulting contract. The document must be signed without exception or qualification. A.2. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall cause to deliver goods or perform services under the contract has a possible conflict of interest ( e.g., employment by the State of Tennessee) and, if so, the nature of that conflict. NOTE: Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to cancel any award. A.3. Provide a current bank reference indicating that the Respondent maintains a satisfactory business relationship with the financial institution . Such reference must be written in the form of a standard business letter, signed , and dated within the past three (3) months. A.4. Provide two current positive credit references from vendors with which the Respondent has done business written in the form of standard business letters, signed, and dated with in the past three (3) months. 09-18-2025 RFP RFP # 30501 -02125 Page 19 of 68 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A — Mandatory Requirement Items Pass/Fail A.5. Provide at least one of the following financial documents dated within the last three (3) months: (1) an official document or letter from an accredited credit bureau, indicating a satisfactory credit score for the Respondent (NOTE: A credit bureau report number without the full report is insufficient and will not be considered responsive.); (2) income statement, indicating the Respondent’s financial operations; or (3) balance sheet, showing the Respondent’s flow of funds. Any documentation disclosing the amount of cash flows from operating activities should be for the Respondent’s most current operating period and must indicate whether the cash flows are positive or negative. If the cash flows are negative for the most rec ent operating period, the documentation must include a detailed explanation of the factors contributing to the negative cash flows. NOTICE: All persons, agencies, firms, or other entities that provide opinions regarding the Respondent’s financial status must be properly licensed to render such opinions. The State may require the Respondent to submit proof of such licensure detailing the state of licensure and licensure number for each person or entity that renders the A.6. The Respondent will host the System on Tennessee’s systems not on vendor’s system and that the Department of State of Tennessee maintains ownership of all data. A.7. The System must include Business Continuity and Disaster Recovery A.8. Reporting requirements must include specific FVAP post grant reporting categories as described in Attachment 1 of the Pro Forma Contract . State Use – Solicitation Coordinator Signature, Printed Name & Date: 09-18-25 RFP RFP # 30501 -02125 Page 20 of 68 RFP ATTACHMENT 6.2. — SECTION B TECHNICAL RESPONSE & EVALUATION GUIDE SECTION B: GENERAL QUALIFICATIONS & EXPERIENCE. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the ap propriate space below. Proposal Evaluation Team members will independently evaluate and assign one score for all responses to Section B — General Qualifications & Experience Items. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B — General Qualifications & Experience Items B.1. Detail the name, e -mail address, mailing address, telephone number, and facsimile number , if applicable, of the person the State should contact regarding the response. B.2. Describe the Respondent’s form of business ( i.e., individual, sole proprietor, corporation, non - profit corporation, partnership, limited liability company) and business location (physical location or domicile). B.3. Detail the number of years the Respondent has been in business. B.4. Briefly describe how long the Respondent has been providing the goods or services required by this RFP. B.5. Describe the Respondent’s number of employees, client base, and location of offices. B.6. Provide a statement of whether there have been any mergers, acquisitions, or change of control of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details. B.7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees, agents, independent contractors, or subcontractors, involved in the deliver y of goods or perform ance of services on a contract pursuant to this RFP, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details. B.8. Provide a statement of whether, in the last ten (10) years, the Respondent has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If so, include an explanati on providing relevant details. B.9. Provide a statement of whether there is any material, pending litigation against the Respondent that the Respondent should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this RFP or is likely to have a mater ial adverse effect on the Respondent’s financial condition. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Respondent’s performance in a contr act pursuant to this RFP. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.10. Provide a statement of whether there are any pending or in progress Securities Exchange Commission investigations involving the Respondent. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing wh ether and to what extent it will impair the Respondent’s performance in a contract pursuant to this RFP. 09-18-25 RFP RFP ATTACHMENT 6. 2. — SECTION B (continued) RFP # 30501 -02125 Page 21 of 68 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B — General Qualifications & Experience Items NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.11. Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this RFP ( e.g., prior experience, training, certifications, resources, program and quality management systems, etc.). B.12 . Provide a narrative description of the proposed project team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this RFP. B.13 . Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this RFP along with the estimated number of hours that each individual will devote to that performance. Follow the person nel roster with a resume for each of the people listed. The resumes must detail the individual’s title, education, current position with the Respondent, and employment history. B.14 . Provide a statement of whether the Respondent intends to use subcontractors to meet the Respondent’s requirements of any contract awarded pursuant to this RFP, and if so, detail: (a) the names of the subcontractors along with the contact person, mailing address, telephone number, and e -mail address for each; (b) a description of the scope and portions of the goods each subcontractor involved in the delivery of goods or performance of the services each subcontractor will perform; and (c) a statement specifying that each proposed subcontractor has expressly assented to being proposed as a subcontractor in the Respondent ’s response to this RFP. B.15. Provide a statement of whether or not the Respondent has any current contracts with the State of Tennessee or has completed any contracts with the State of Tennessee within the previous five (5) year period. If so, provide the following information for all of the current and completed contracts: (a) the name , title, telephone number and e -mail address of the State contact knowledgeable about the contract; (b) the procuring State agency name; (c) a brief description of the contract’s scope of services; (d) the contract period; and (e) the contract number. 09-18-25 RFP RFP ATTACHMENT 6. 2. — SECTION B (continued) RFP # 30501 -02125 Page 22 of 68 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B — General Qualifications & Experience Items B.16. Provide a statement and any relevant details addressing whether the Respondent is any of the following: (a) is presently debarred, suspended, proposed for debarment, or voluntarily excluded from covered transactions by any federal or state department or agency; (b) has within the past three (3) years, been convicted of, or had a civil judgment rendered against the contracting party from commission of fraud, or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, sta te, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen pr operty; (c) is presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed above; and (d) has within a three (3) year period preceding the contract had one or more public transactions (federal, state, or local) terminated for cause or default. B.17. Provide three references from three different persons, in accordance with the instructions in Attachment 6.4. B.18. The Respondents are permitted to submit, as part of their Response, a “redline” of RFP Attachment 6.6, Pro Forma Contract, that tracks the Respondents’ request for alternative or supplemental contract language. The redline changes that are allowed by this provision shall not include any exceptions or changes that (1) contradict any applicable state or federal law; (2 ) a mandatory requirement identified in RFP Attachment 6.2. – Section A; or (3) alter any deadlines in the Schedule of Events. SCORE (for all Section B —Qualifications & Experience Items above) : (maximum possible score = 35) State Use – Evaluator Identification : 09-18-25 RFP RFP # 30501 -02125 Page 23 of 68 RFP ATTACHMENT 6.2. — SECTION C TECHNICAL RESPONSE & EVALUATION GUIDE SECTION C: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH . The Respondent must address all items (below) and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropria te space below. A Proposal Evaluation Team, made up of three or more State employees, will independently evaluate and score the response to each item. Each evaluator will use the following whole number, raw point scale for scoring each item: 0 = little value 1 = poor 2 = fair 3 = satisfactory 4 = good 5 = excellent The Solicitation Coordinator will multiply the Item Score by the associated Evaluation Factor (indicating the relative emphasis of the item in the overall evaluation). The resulting product will be the item’s Raw Weighted Score for purposes of calculating the section score as indicated. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C — Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score C.1. Provide a narrative that illustrates how the Respondent will accomplish the State’s requirements . 5 C.2. Provide a narrative that illustrates how the Respondent will complete the scope of services, accomplish required objectives, and meet the State’s project schedule. 5 C.3. Provide a narrative that illustrates how the Respondent will manage the project, ensure completion of the scope of services, and accomplish required objectives within the State’s project schedule. 5 C.4. Describe projects in which your company successfully completed and implemented an Internet facing UOCAVA Ballot Delivery and Tracking System or a similar Internet facing system that collects Personally Identifiable Information such as Social Security Numbe rs. For each project, describe:

• Client Name
• Project/System Name
• Brief description of the project
• Interfaces with other applications or organizations
• Date Implemented 10

C.5. Provide a narrative that illustrates how the Respondent will develop the UOCAVA Ballot Delivery and Tracking System for the State . 5 C.6. Describe the development methodology that the Respondent will use for implementing the UOCAVA Ballot Delivery and Tracking System Application . 5 C.7. Describe the development of language(s) and technology that the Respondent will use to design the UOCAVA Ballot Delivery and Tracking System. 5 C.8. Describe how the Respondent will ensure that the System meets the highest level of security possible to prevent a data security breach . 10 C.9. Has the Respondent ever been responsible for a system, website, web service, database, or other interface that has 10 09-18-25 RFP RFP ATTACHMENT 6. 2. — SECTION C (continued) RFP # 30501 -02125 Page 24 of 68 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C — Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score been compromised in a data security breach? If yes, please give details : A. A description of the system(s) B. Dates of security breach C. The type of security breach D. The type and amount of data that was accessed or lost E. How did you respond to and mitigate the data loss? F. Did you implement controls to prevent any further data security incidents? If yes, describe them. G. Any lessons learned? C.10. Describe how the Respondent will protect data that is classified as PII (Personally Identifiable Information), including describing the methods and types of encryptions to be used. 10 C.11. Provide a narrative that illustrates how the Respondent will meet the requirements for any employees or contractor staff having access to any State data containing PII being willing and able to pass a TBI background check, or other background check to be selected by the State. 10 C.12. Do any of the Respondent’s team members that will be working on this project currently have an active security clearance issued by another government agency such as the Department of Defense (DoD), the Department of Homeland Security (DHS), the Department of Justice (DoJ), the National Security Agency (NSA), or the Central Intelligence Agency (CIA)? If yes, list the type of security clearance. Additionally , list any members of Respondent’s team members who have been denied any security clearance. 5 C.13. Describe how the Respondent will validate data to ensure it conforms to the correct type of data for a specific field, that it is sanitized, and to ensure that the data does not contain malicious code that could compromise system or data security. Please describe both client -side and server - side validation methodologies. 10 C.14. Provide a narrative that illustrates the how the Respondent will incorporate the “Web Accessibility” guidelines in relation to Section 508 of the Rehabilitation Act of 1973 as amended. 10 C.15. Describe any experience the Respondent has with implementing websites that meet “Web Accessibility” guidelines in relation to Section 508 of the Rehabilitation Act of 1973 as amended. 10 C.16. Describe the Respondent’s experience in working with and developing Web Service Application Programming Interfaces (API’s). Include a description of Web Services that the respondent has developed or has interfaced with in the past. 10 09-18-25 RFP RFP ATTACHMENT 6. 2. — SECTION C (continued) RFP # 30501 -02125 Page 25 of 68 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C — Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score C.17. Describe how the Respondent will develop functionality to allow State staff to perform Administrative Tasks for the UOCAVA Ballot Delivery and Tracking System. 5 C.18. Describe how the Respondent will ensure the UOCAVA Ballot Delivery and Tracking System is thoroughly and properly tested. 10 C.19. Describe how the Respondent will manage bug reporting and bug tracking when software errors are found. 10 C.20. Describe how the Respondent will meet the Support and Maintenance requirements. 5 C.21. Provide a narrative that illustrates how the Respondent will meet the requirement that The System must accept data from different formats of absentee data, these data formats are Excel, CSV, Text file and DBF. 10 C.22. Provide a narrative that illustrates how the Respondent will meet the requirement to provide print disability capability. "Print disability" means a disability that interferes with the person's ability to effectively read, write, or use printed materials, and include blindness, low vision, and physical disabilities, such as paralysis, which interfere with such abilities 5 C.23. Describe how the System will use templates to create prepopulated forms from the Tennessee AES Registration system. 5 C.24. Provide a narrative that illustrates how the Respondent will develop the System with the capability to be used as a Customized Communication Tool: Including the capability to notify voters by email or letter for Temporary UOCAVA expired registrations, expired notifications, voter information correcting a spoiled ballot, automatic notification of a rejected ballot, automatic notification that ballot has been received, and aut omatic notification if data is missing. 10 C.25. Describe the System ’s Executive Dashboard with key performance indicators. 5 C.26. Provide a narrative that illustrates that the System must be built to include all absentee voters. 5 C.27. Provide a narrative that illustrates that the System must have signature verification capability. 5 The Solicitation Coordinator will use this sum and the formula below to calculate the section score. All calculations will use and result in numbers rounded to two (2) places to the right of the decimal point. Total Raw Weighted Score: (sum of Raw Weighted Scores above) Total Raw Weighted Score X 35 (maximum possible score) = SCORE: Maximum Possible Raw Weighted Score (i.e., 5 x the sum of item weights above) 09-18-25 RFP RFP ATTACHMENT 6. 2. — SECTION C (continued) RFP # 30501 -02125 Page 26 of 68 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C — Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: 09-18-25 RFP RFP # 30501 -02125 Page 27 of 68 RFP ATTACHMENT 6.3. COST PROPOSAL & SCORING GUIDE NOTICE: THIS COST PROPOSAL MUST BE COMPLETED EXACTLY AS REQUIRED COST PROPOSAL SCHEDULE — The Cost Proposal, detailed below, shall indicate the proposed price for goods or services defined in the Scope of Services of the RFP Attachment 6.6., Pro Forma Contract and for the entire contract period. The Cost Proposal shall remain valid for at least one hundred twenty ( 120) days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract resulting from this RFP. All monetary amounts shall be in U.S. currency and limited to two (2) places to the right of the de cimal point. NOTICE: The Evaluation Factor associated with each cost item is for evaluation purposes only. The evaluation factors do NOT and should NOT be construed as any type of volume guarantee or minimum purchase quantity. The evaluation factors shall NOT create rights, interests, or claims of entitlement in the Respondent. Notwithstanding the cost items herein, pursuant to the second paragraph of the Pro Forma Contract section C.1. (refer to RFP Attachment 6.6.), the State is under no obligation to request work from the Contractor in any specific dollar amounts or to request any work at all from the Contractor during any period of this Contract. This Cost Proposal must be signed, in the space below, by an individual empowered to bind the Respondent to the provisions of this RFP and any contract awarded pursuant to it. If said individual is not the President or Chief Executive Officer , this document must attach evidence showing the individual’s authority to legally bind the Respondent. RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: RESPONDENT LEGAL ENTITY NAME: Cost Item Description Proposed Cost State Use Only Evaluation Factor Evaluation Cost (cost x factor) Creation and Installation $ 1 Monthly Maintenance and Support $ / Month 41 Hourly Rate for change orders $ / Hour 300 EVALUATION COST AMOUNT (sum of evaluation costs above) : The Solicitation Coordinator will use this sum and the formula below to calculate the Cost Proposal Score. Numbers rounded to two (2) places to the right of the decimal point will be standard for calculations. lowest evaluation cost amount from all proposals x 30 (maximum section score) = SCORE: evaluation cost amount being evaluated 09-18-25 RFP RFP ATTACHMENT 6. 3. (continued) RFP # 30501 -02125 Page 28 of 68 RESPONDENT LEGAL ENTITY NAME: Cost Item Description Proposed Cost State Use Only Evaluation Factor Evaluation Cost (cost x factor) State Use – Solicitation Coordinator Signature, Printed Name & Date: 09-18-25 RFP RFP # 30501 -02125 Page 29 of 68 RFP ATTACHMENT 6.4. REFERENCE QUESTIONNAIRE The standard reference questionnaire provided on the following pages of this attachment should be completed by all individuals offering a reference for the Respondent. The Respondent will be solely responsible for obtaining completed reference questionnaires as detailed below . Provide references from individuals who are not current State employees of the procuring State Agency for projects similar to the goods or services sought under this RFP and which represent: ▪ two (2) contracts Respondent currently services that are similar in size and scope to the services required by this RFP; and ▪ three (3) completed contracts that are similar in size and scope to the services required by this RFP. References from at least three (3) different individuals are required to satisfy the requirements above, e.g., an individual may provide a reference about a completed project and another reference about a currently serviced account. The individual contact reference provided for each contract or project shall not be a current State employee of the procuring State agency. Procuring State agencies that accept references from another State agency shall document, in writing, a plan to ensure that no contact is made between the procuring State agency and a referring State agency. The standard reference questionnaire, should be used and completed, and is provided on the next page of this RFP Attachment 6.4. In order to obtain and submit the completed reference questionnaires follow ing one of the two process es below. Written: (a) Add the Respondent’s name to the standard reference questionnaire at RFP Attachment 6.4. and make a copy for each reference. (b) Send a reference questionnaire and new, standard #10 envelope to each reference. (c) Instruct the reference to: (i) complete the reference questionnaire; (ii) sign and date the completed reference questionnaire; (iii) seal the completed, signed, and dated reference questionnaire within the envelope provided; (iv) sign his or her name in ink across the sealed portion of the envelope; and (v) return the sealed envelope directly to the Respondent (the Respondent m ay wish to give each reference a deadline, such that the Respondent will be able to collect all required references in time to include them within the sealed Technical Response). (d) Do NOT open the sealed references upon receipt . (e) Enclose all sealed reference envelopes within a larger, labeled envelope for inclusion in the Technical Response as required. Email: (a) Add the Respondent’s name to the standard reference questionnaire at RFP Attachment 6.4. and make a copy for each reference. (b) E-mail a reference questionnaire to each reference. (c) Instruct the reference to: (i) complete the reference questionnaire; (ii) sign and date the completed reference questionnaire; (iii) E-mail the reference directly to the Solicitation Coordinator by the RFP Technical Response Deadline with the Subject lin e of the e -mail as “[Respondent’s Name] Reference for RFP # 30501 -02125 ”. NOTES: ▪ The State will not accept late references or references submitted by any means other than the two which are described above, and each reference questionnaire submitted must be completed as required. ▪ The State will not review more than the number of required references indicated above. 09-18-25 RFP RFP # 30501 -02125 Page 30 of 68 ▪ While the State will base its reference check on the contents of the reference e -mails or sealed reference envelopes included in the Technical Response package, the State reserves the right to confirm and clarify information detailed in the completed reference questionnaires, and may consider clarification responses in the evaluation of referen ces. ▪ The State is under no obligation to clarify any reference information. 09-18-25 RFP RFP # 30501 -02125 Page 31 of 68 RFP # 30501 -02125 REFERENCE QUESTIONNAIRE REFERENCE SUBJECT: RESPONDENT NAME (completed by Respondent before reference is requested) The “reference subject” specified above, intends to submit a response to the State of Tennessee in response to the Request for Proposals (RFP) indicated. As a part of such response, the reference subject must include a number of completed and sealed refer ence questionnaires (using this form). Each individual responding to this reference questionnaire is asked to follow these instructions: ▪ complete this questionnaire (either using the form provided or an exact duplicate of this document); ▪ sign and date the completed questionnaire and follow either process outlined below ; Physical: ▪ seal the completed, signed, and dated questionnaire in a new standard #10 envelope; ▪ sign in ink across the sealed portion of the envelope; and ▪ return the sealed envelope containing the completed questionnaire directly to the reference subject. E-Mail: ▪ e-mail the completed questionnaire to: Bob Brown Election Auditor and Grant Specialist Division of Elections Department of State Bob.Brown@tnsos.gov Copy to: Andrew Dodd Assistant Coordinator of Elections Department of State Andrew. Dodd@tnsos.gov (1) What is the name of the individual, company, organization, or entity responding to this reference questionnaire? (2) Please provide the following information about the individual completing this reference questionnaire on behalf of the above -named individual, company, organization, or entity. NAME: TITLE: TELEPHONE # E-MAIL ADDRESS: 09-18-25 RFP RFP # 30501 -02125 Page 32 of 68 (3) What goods or services does/did the reference subject provide to your company or organization? (4) If the goods or services that the reference subject provided to your company or organization are completed, were the goods or services provided in compliance with the terms of the contract, on time, and within budget? If not, please explain. (5) If the reference subject is still providing goods or services to your company or o rganization, are these goods or services being provided in compliance with the terms of the contract, on time, and within budget? If not, please explain. (6) How satisfied are you with the reference subject’s ability to perform based on your expectations and according to the contractual arrangements? REFERENCE SIGNATURE: (by the individual completing this request for reference information) DATE: (must be the same as the signature across the envelope seal) 09-18-25 RFP RFP # 30501 -02125 Page 33 of 68 RFP ATTACHMENT 6.5. SCORE SUMMARY MATRIX RESPONDENT NAME RESPONDENT NAME RESPONDENT NAME GENERAL QUALIFICATIONS & EXPERIENCE (maximum: 35) EVALUATOR NAME EVALUATOR NAME REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH (maximum: 35) EVALUATOR NAME EVALUATOR NAME REPEAT AS NECESSARY AVERAGE: AVERAGE: AVERAGE: COST PROPOSAL (maximum: 30) SCORE: SCORE: SCORE: TOTAL RESPONSE EVALUATION SCORE: (maximum: 100) Solicitation Coordinator Signature, Printed Name & Date: 09-18-25 RFP 1 RFP ATTACHMENT 6.6. RFP # 30501 -02125 PRO FORMA CONTRACT The Pro Forma Contract detailed in following pages of this exhibit contains some “blanks” (signified by descriptions in capital letters) that will be completed with appropriate information in the final contract resulting from the RFP. 09-18-25 RFP 2 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF STATE AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of State (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of a secure online ballot delivery system through which a UOCAVA voter may apply for and receive voter registration materials, military -overseas ballots, and other voter information, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is a/an Individual, For -Profit Corporation, Non -Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company . Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number A. SCOPE: A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract. A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the Contract: a. “AES” means the Tennessee Automated Election System, which is the statewide voter registration database. b. “EASE” means the Effective Absentee Systems for Elections grant program administered by the Federal Voting Assistance Program. c. “EAVS” means the Election Administration and Voting Survey administered by the U.S. Election Assistance Commission. d. “FVAP” means the Federal Voting Assistance Program. e. "Print disability" means a disability that interferes with the person's ability to effectively read, write, or use printed materials, and include blindness, low vision, and physical disabilities, such as paralysis, which interfere with such abilities. f. “UOCAVA” means the Uniformed and Overseas Citizens Absentee Voting Act, codified at 52 U.S.C. § 20301 et seq. A.3. Service Requirement Contractor shall develop a secure statewide online ballot delivery system (“the System”) for UOCAVA and print disability voters with centralized administrative and communication functions to allow voters to apply for and receive voter registration materia ls, ballots, and other voter information as further defined in this Contract. A.4. Service Users. The users of the System will be the Department of State, the County Election Commission offices, the Vendors who support the County Voter Registration Systems, and the Citizens of Tennessee. A.5. Service Description. The Contractor shall design, develop, implement, and support a secure, accessible, and compliant electronic ballot delivery system. The System must enable eligible voters to receive their ballots electronically, while ensuring data integrity, voter privacy , and compliance with federal and state election laws. A.6. Service Deliverables. The Contractor shall deliver the following service deliverables: 09-18-25 RFP 3 A.6.1. Project Management. The Contractor shall manage the project, ensure completion of the scope of services, and accomplish required objectives within the State’s project schedule. A.6.2. Ballot Delivery System. a. The System must securely transmit unmarked ballots of the appropriate style, including supporting documentation. b. The System must be securely accessible through the internet to verified and authorized users. c. The System must provide for the verification of the authenticity of the identity of the voter before granting access to the transmission of election material. d. Ballots must be available no later than the 45th day prior to Election Day and available through the end of the election. e. The System must be accessible to a voter with a print disability. f. The System must be compliant with the Americans with Disabilities Act. g. The System shall provide for transmission of ballots only. The System must not receive voted ballots returned by voters or have the capability of receiving voted ballots. h. The System must allow the voter to print detailed, complete jurisdiction -specific instructions for the return by mail of a marked ballot. Such instructions will include, at a minimum, cover sheets, mailing and security envelope templates, postal addresses , and affidavits. i. The System shall use templates to create prepopulated forms from the Tennessee AES Registration system. j. The System must be securely accessible through the internet to verified and authorized election administration personnel. k. The System shall allow for import of ballot files for transmission to voters. l. The System must have an Executive Dashboard with key performance indicators. m. The System website shall have customizable home page language that the state may customize during the election period. n. The System must provide for customizable communication with voters, including the ability to notify voters by email or letter for temporary UOCAVA expired registrations, expired notifications, voter information correcting a spoiled ballot, automatic notif ication of a rejected ballot, automatic notification that a ballot has been received, and automatic notification if data is missing. o. The System must have signature verification capability. p. The System must track and log session activity. q. The System must be able to integrate with all of Tennessee’s County Voter Registration Systems and Certified Voting Systems. 09-18-25 RFP 4 r. The System must accept data from different formats of absentee data, including Excel, CSV, Text file, and DBF. A.6.3. Reporting Requirements. The System’s reporting requirements include specific FVAP EASE grant reporting categories, as included in the FVAP Data Fields Document included as Attachment 1. A.7. Testing and Training. Contractor shall test system prior to Go -Live. a. Contractor shall present to State a testing plan and shall cooperate with the State in finalizing the plan. The State must approve the testing plan prior to System testing. The plan shall include a timeline of testing and definitions of each phase of testi ng. b. After testing is complete and before Go -Live, Contractor shall demonstrate the System to State and train all appropriate elections personnel on the use and administration of the System. A.8. Problem Management. Contractor shall provide problem management as part of the Maintenance and Support of the System. The State may report a problem to the Contractor at an agreed upon email address. Critical issues may be reported via phone at an agreed upon phone number. a. Problems are divided into three categories and defined, as follows: (1) Critical Problem – a. Problems or issues in the System that interrupt or prevent the entire customer population from performing regular business operations; or b. Problems or issues caused by the System having a catastrophic impact defined as disrupting other systems of State or external customers from performing regular business operations; or c. Problems in which data may be lost or corrupted. (2) Major Problem – a. Problems or issues in the System that interrupt or prevent a significant percentage (25% or more) of the customer population from performing regular business operations; or b. Problems or issues caused by the software/service having a major impact on regular business operations by not working in a particular capacity, a slower than normal capacity, or requiring State to troubleshoot with each external customer experiencing the i ssue; or c. Problems where the System does not work as specified, but there is a simple work -around; or d. Problems where aspects or features of the System are missing or failing; or e. Problems where there is no data loss or corruption. If data loss or corruption could result from the problem, then the problem shall be deemed critical. (3) Minor Problem – a. Problems or issues in the System that interrupt or prevent an individual from performing regular business operations; or 09-18-25 RFP 5 b. Problems or issues having a minor impact on regular business operations. Minor impact is defined as the System works but optional features are not working properly, and the feature does not impact external customers' business needs; or c. Information requests; or d. Problems involving minor user interface; or e Problems must be where there is no data loss or corruption. If data loss or corruption, the problem shall be deemed critical. b. For each of the above Problem types, the following actions must be taken to resolve the Problem as follows (each time period shall be construed as "action completed within XX timeframe"): Contractor shall follow the following time frames: Action Critical Major Minor Initial Response 1 hour 8 hours 24 hours Time from initial response to final resolution of incident installed to test 24 hours (or 8 hours if during election) 1 State Business Day 3 State Business Days A.9. Statutes Incorporated by Reference. The Contractor shall comply with all state and federal laws pertaining to elections, as may be amended from time to time. A.10. Data Ownership; State Data; and Storage . The State is the exclusive owner of all the State Data, information, documents or records transmitted to the Contractor pursuant to the terms of this Contract. The Contractor shall not transmit, transfer, send, submit, sell, disclose, assign or lease the State Data, information, documents or records to any other individual or entity without the express written consent of the State. Further, the Contractor shall not use State Data to train an AI model or to oth erwise enter State Data into an AI tool without explicit written consent of the State. At any time during the Contract Term or upon the expiration or termination of this Contract, the State may request that the Contractor send the State Data, information, documents, and records back to the State in the same form or format in which it was transmitted to the Contractor. The Contractor shall not retain a copy of the State Data, information, documents, and records once they are transmitted by the Contractor to the State. For purposes of this Contract, “State Data” means all data or information pertaining to the individual voters that is acquired or created by the Contractor or acquired or created by a subcontractor of the Contractor in the furtherance of this Co ntract, including, but not limited to, Confidential Information (as defined in Section D.34 below), and PII (as defined in Section E.12. below). If the State Data is retained on a file transfer platform, the Contractor shall ensure that State Data shall no t be retained on such system for any longer than is needed, and in any case, for no more than twenty -four (24) hours after transmission to the Contractor or to a subcontractor of the Contractor. A.11. Cyber Incidents or Breaches. The Contractor shall notify the State immediately, but no later than twenty -four (24) hours of the Contractor becoming aware of a suspected or confirmed instance of unauthorized access to or potential disclosure of State Data in the custody or control of the Contractor by virtue of the services provided to the State hereunder or in the custody or control of a subcontractor used by Contractor under this Contract, or a file transfer platform (a “Security Incident”). Immedia tely thereafter, the Contractor shall provide to the State all information and reports relative to the Security Incident; this includes information and reports in the possession of any subcontractor or cyber security firm acting on behalf of the Contractor for the purpose of responding, containing, or remediating against such Security Incident. The Contractor shall take all necessary measures to halt any further unauthorized disclosures. The Contractor will (i) at 09-18-25 RFP 6 State’s sole discretion, either undertake remediation efforts at its sole expense or reimburse the State for State’s reasonable costs and expenses in connection with taking remediation efforts, and (ii) ensure that the plan associated with such remediation efforts includes components aimed at preventing the recurrence of the same type of Security Incident. The State shall have the sole right to determine remediation efforts, and (i) whether notice of any Security Incident will be provided to any individuals , regulators, law enforcement agencies or consumer reporting agencies and (ii) the contents of such notice, whether any type of remediation may be offered to affected individuals, and the nature and extent of any such remediation. Notwithstanding the foreg oing, the Contractor may, without the State’s approval, provide notice of any Security Incident if required by law, rule, or regulation or at the request of any governmental or regulatory authority whose request must be honored pursuant to law or regulatio n and only to the extent specifically required. Notwithstanding anything in this Contract to the contrary, the State reserves the right to use the Contractor’s name in the notification of any such Security Incident A.12. Transfer of Contractor’s Obligations . a. The Contractor shall as soon as reasonably practicable, and in accordance with any third-party confidentiality obligations, contractual limitation, and/or applicable law, notify the State in writing of a merger, acquisition or sale of its business operati on, or the part of its business operation that provides services under this Contract, or that this Contract will be sold to or assumed by another entity. The entity that is proposed to assume the Contractor’s duties under this Contract, whether through m erger, acquisition, sale or other similar transaction, will be hereinafter described as the “New Entity.” b. The Contractor (or, if the Contractor no longer exists as a legal entity, the New Entity) will provide to the State within a reasonable time, information that the State may require about the merger, acquisition or sale, which may include, but not be limite d to the following: (1) the date and terms of the merger, acquisition or sale, including specifically, but not limited to, adequate documentation of the financial solvency and adequate capitalization of the proposed New Entity (2) evidence of financial solvency and adequate capitalization of the proposed New Entity which may include, but not be limited to the following: 1. Debt; 2. Assets; 3. Liabilities; 4. Cash flow; 5. Percentage of the total revenues of the company that are represented by this Contract; 6. The most recent annual financial reports; or 7. The most recent annual financial reports filed with government agencies, if applicable; or (3) a complete description of the relationship of any New Entity to any parent company or subsidiary or division resulting from the merger, acquisition or sale of the original Contractor's business or the part of the original Contractor's business that provid es services under this Contract or from assumption by, or sale to, another entity of the contract itself, including, but not limited to: 1. the names and positions of corporate or company officers, project managers, other Contractor management staff with responsibilities under the Contract, and numbers and the type of technical or other personnel who will be responsible for fulfilling the obl igations of the Contract, and any subcontracts that will be used to provide any personal or other services under the Contract by the New Entity; 09-18-25 RFP 7 2. an organizational chart clearly describing the organizational structure of the New Entity, parent company, subsidiary, division or other unit of the entity or parent company with which it has merged or by which it, or the Contract, has been acquired; and 3. such additional evidence of financial solvency, adequate capitalization and information regarding corporate organizational and personnel assigned to the Contract as the State determines is necessary to evaluate the status of the proposed or consummated me rger, acquisition or sale. c. The original Contractor shall immediately notify the State in writing in the event of a change in its legal name and/or Federal Employer Identification Number (FEIN). The Contractor shall comply with State requests for copies of any documents that have be en filed with state corporate records officials or other officials in the state of its incorporation that verify the name change and a narrative description of the reasons for the name change. If a New Entity has succeeded to the interest of the origina l Contractor, it shall immediately provide the State written notification of its Federal Employer Identification Number (FEIN), its complete corporate name, State of incorporation, and other documentation required to effectuate the transfer. d. Notwithstanding any other provisions of this Contract to the contrary, the State may immediately terminate this Contract in whole or in stages in the event that it determines that the New Entity (i) has been debarred from State or Federal contracting in t he past five years; or (ii) has had a contract terminated for cause by the State of Tennessee within the past five years. The Contractor shall be entitled to compensation for satisfactory, authorized service completed as of the termination date, but in no event shall the State be liable to the Contractor or New Entity for compensation for any service which has not been rendered. Upon such termination, the Contractor or New Entity shall have no right to any actual general, special, incidental, consequenti al, or any other damages whatsoever of any description or amount. e. The New Entity shall provide to the State within ten (10) Business Days of the State’s request, a notarized statement signed by an individual authorized to bind the New Entity certifying that all liabilities and obligations incurred by the former Contract or are assumed by the New Entity. f. If the New Entity owes money to the State of Tennessee, it acknowledges that Tenn. Code Ann. § 9 -4-604 requires repayment of these funds and will enter into a legally binding agreement for repayment. A.13. Warranty . Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or se rvices. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract s hall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge. Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract. Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s ind ustry. If Contractor fails to provide the goods or services as warranted, then Contractor will re -provide the goods or services at no additional charge. If Contractor is unable or unwilling to re -provide 09-18-25 RFP 8 the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law. A.14. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re -deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services, the State does not provide a notice of any Defects; the good s or services shall be deemed to have been accepted by the State. B. TERM OF CONTRACT: This Contract shall be effective for the period beginning on Date (“Effective Date”) and ending on Date , (“Term”). The State shall have no obligation for goods delivered or services provided by the Contractor prior to the Effective Date. C. PAYMENT TERMS AND CONDITIONS: C.1. Maximum Liability . In no event shall the maximum liability of the State under this Contract exceed Written Dollar Amount ($Number ) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the Stat e or as otherwise specified by this Contract. C.2. Compensation Firm . The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment method ology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor. C.3. Payment Methodology . The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1. a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A. b. The Contractor shall be compensated based upon the following payment methodology: Goods or Services Description Amount (per compensable increment) Creation and Installation $ Number Monthly Maintenance and Support $ Number per Month Hourly Rate for additional lines, items, or options $ Number per Hour C.4. Travel Compensation . The Contractor shall not be compensated or reimbursed for travel time, travel expenses, meals, or lodging. C.5. Invoice Requirements . The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., 09-18-25 RFP 9 above. Contractor shall submit invoices and necessary supporting documentation no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address: Bob Brown Election Auditor and Grant Specialist Division of Elections Department of State 312 Rosa L. Parks Ave., 7th Floor Nashville, TN 37243 615-741-7956 Bob.Brown@tnsos.gov a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly): (1) Invoice number (assigned by the Contractor); (2) Invoice date; (3) Contract number (assigned by the State); (4) Customer account name: Department of State, Division of Elections; (5) Customer account number (assigned by the Contractor to the above -referenced Customer); (6) Contractor name; (7) Contractor Tennessee Edison registration ID number; (8) Contractor contact for invoice questions (name, phone, or email); (9) Contractor remittance address; (10) Description of delivered goods or services provided and invoiced, including identifying information as applicable; (11) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced; (12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced; (13) Amount due for each compensable unit of good or service; and (14) Total amount due for the invoice period. b. Contractor’s invoices shall: (1) Only include charges for goods delivered or services provided as described in Section A and in accordance with payment terms and conditions set forth in Section C; (2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed; (3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes; and (4) Include shipping or delivery charges only as authorized in this Contract. c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5. C.6. Payment of Invoice . A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approv al of any amount invoiced. C.7. Invoice Reductions . The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided. 09-18-25 RFP 10 C.8. Deductions . The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the St ate of Tennessee by the Contractor. C.9. Prerequisite Documentation . The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation. a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to th e Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and b. The Contractor shall complete, sign, and return to the State the State -provided W -9 form. The taxpayer identification number on the W -9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information. D. MANDATORY TERMS AND CONDITIONS: D.1. Required Approvals . The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval. D.2. Communications and Contacts . All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate m ailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party. The State: Bob Brown Election Auditor and Grant Specialist Division of Elections Department of State 312 Rosa L. Parks Ave., 7th Floor Nashville, TN 37243 615-741-7956 Bob.Brown@tnsos.gov FAX # 615 -741-1278 The Contractor: Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number 09-18-25 RFP 11 All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required. D.3. Modification and Amendment . This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials. D.4. Subject to Funds Availability . The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the C ontractor. The State’s exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other dama ges of any description or amount. D.5. Termination for Convenience . The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neit her requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contracto r of any liability to the State for any damages or claims arising under this Contract. D.6. Termination for Cause . If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminat e the Contract and withhold payments in excess of compensation for completed services or provided goods. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition, and the State may seek other remedies allowed at law or in equity for breach of this Contract. D.7. Assignment and Subcontracting . The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contrac tor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of thi s Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract. D.8. Conflicts of Interest . The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subco ntractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract. The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State o f Tennessee. D.9. Nondiscrimination . The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Cont ractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any 09-18-25 RFP 12 other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. D.10. Prohibition of Illegal Immigrants . The requirements of Tenn. Code Ann. § 12 -3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract. a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal im migrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment 2, semi -annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State of ficials upon request. b. Prior to the use of any subcontractor in the performance of this Contract, and semi - annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontr actors shall be maintained by the Contractor and made available to State officials upon request. c. The Contractor shall maintain records for all personnel used in the performance of this Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State. d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12 -3-309 for acts or omissions occurring after its effective date. e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the fede ral Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract. D.11. Records . The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles. D.12. Monitoring . The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives. D.13. Progress Reports . The Contractor shall submit brief, periodic, progress reports to the State as requested. D.14. Strict Performance . Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, con dition, or 09-18-25 RFP 13 provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties. D.15. Independent Contractor . The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow eithe r Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party. D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insuranc e coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contrac tor’s failure to fulfill its PPACA responsibilities for itself or its employees. D.17. Limitation of State’s Liability . The State shall have no liability except as specifically provided in this Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other legal theory that may arise under this Contract or otherwise. The State’s total liability under this Contract (including any exhibits, schedules, amendments or other attachments to the Contract) or otherwise shall under no circumstances exceed the Maximum Liability. This limitation of liability is cumulative and not per incident. D.18. Limitation of Contractor’s Liability . In accordance with Tenn. Code Ann. § 12 -3-701, the Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED T HAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third -party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, exce pt as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section. D.19. Hold Harmless . The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, f irm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor furt her agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract. In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the ex tent that the Contractor can demonstrate actual prejudice arisin g from the failure to give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the State in any legal matter, as the right to represent the State is governed by Tenn. Code Ann. § 8 -6-106. D.20. HIPAA Compliance . As applicable, the State and Contractor shall comply with obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Technology for Economic and Clinical Health (“HITECH”) Act and any other relevant la ws and 09-18-25 RFP 14 regulations regarding privacy (collectively the “Privacy Rules”). The obligations set forth in this Section shall survive the termination of this Contract. a. Contractor warrants to the State that it is familiar with the requirements of the Privacy Rules, and will comply with all applicable requirements in the course of this Contract. b. Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers required by the Privacy Rules, in the course of performance of the Contract so that both parties w ill be in compliance with the Privacy Rules. c. The State and the Contractor will sign documents, including but not limited to business associate agreements, as required by the Privacy Rules and that are reasonably necessary to keep the State and Contractor in compliance with the Privacy Rules. This provision shall not apply if information received or delivered by the parties under this Contract is NOT “protected health information” as defined by the Privacy Rules, or if the Privacy Rules permit the parties to receive or deliver the information witho ut entering into a business associate agreement or signing another document. d. The Contractor will indemnify the State and hold it harmless for any violation by the Contractor or its subcontractors of the Privacy Rules. This includes the costs of responding to a breach of protected health information, the costs of responding to a government enforcement action related to the breach, and any fines, penalties, or damages paid by the State because of the violation. D.21. Tennessee Consolidated Retirement System . Subject to statutory exceptions contained in Tenn. Code Ann. §§ 8 -36-801, et seq ., the law governing the Tennessee Consolidated Retirement System (“TCRS”), provides that if a retired member of TCRS, or of any superseded system administered by TCRS, or of any local retirement fund established under Tenn. Code Ann. §§ 8 - 35-101, et seq. , accepts State employment, the member's retirement allowance is suspended during the period of the employment. Accordingly an d notwithstanding any provision of this Contract to the contrary, the Contractor agrees that if it is later determined that the true nature of the working relationship between the Contractor and the State under this Contract is that of “employee/employer” and not that of an independent contractor, the Contractor, if a retired member of TCRS, may be required to repay to TCRS the amount of retirement benefits the Contractor received from TCRS during the Term. D.22. 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. D.23. 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 a criminal offense in connection with obtaining, attempting to obtain, or performing a public (f ederal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property; c. 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 09-18-25 RFP 15 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. D.24. 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 exten t that the 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 o r 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 arisi ng from a Force 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 Majeu re 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) that 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, upo n 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 paym ent 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. D.25. State and Federal Compliance . The Contractor shall comply with all State and federal laws and regulations applicable to Contractor in the Contractor’s performance of this Contract. D.26. Governing Law . This Contract shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict or choice of law rules. The Tennessee Claims Commission or the state or federal courts in Tennessee shall be the venu e for all claims, disputes, or disagreements arising under this Contract. The Contractor acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Contract shall be s ubject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9 -8-101 - 408. D.27. Entire Agreement . This Contract is complete and contains the entire understanding between the Parties relating to its subject matter, including all the terms and conditions of the Parties’ agreement. This Contract supersedes any and all prior understandings, representat ions, negotiations, and agreements between the Parties, whether written or oral. D.28. Severability . If any terms and conditions of this Contract are held to be invalid or unenforceable as a matter of law, the other terms and conditions of this Contract shall not be affected and shall remain in full force and effect. The terms and conditions of this C ontract are severable. D.29. Headings . Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract. D.30. Incorporation of Additional Documents . Each of the following documents is included as a part of this Contract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s 09-18-25 RFP 16 duties, responsibilities, and performance under this Contract, these items shall govern in order of precedence below: a. any amendment to this Contract, with the latter in time controlling over any earlier amendments; b. this Contract with any attachments or exhibits (excluding the items listed at subsections c. through f., below), which includes Attachments 1 -2. c. any clarifications of or addenda to the Contractor’s proposal seeking this Contract; d. the State solicitation, as may be amended, requesting responses in competition for this Contract; e. any technical specifications provided to proposers during the procurement process to award this Contract; and f. the Contractor’s response seeking this Contract. D.31. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12 -12-101, et seq ., addressing contracting with persons as defined at Tenn. Code Ann. § 12 -12-103(5) that engage in investment activities in Iran, shall be a material provision of this Contract. The Contractor certifies, under penalty of perjury, that to the best of its k nowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. § 12 -12-106. D.32. Insurance . Contractor shall maintain insurance coverage as specified in this Section. The State reserves the right to amend or require additional insurance coverage , coverage amounts, and endorsements required under this Contract. Contractor’s failure to maintain or submit evidence of insurance coverage, as required, is a material breach of this Contract. If Contractor loses insurance coverage, fails to renew covera ge, or for any reason becomes uninsured during the Term, Contractor shall immediatel y notify the State. All insurance companies providing coverage must be: (a) acceptable to the State; (b) authorized by the Tennessee Department of Commerce and Insurance (“TDCI”); and (c) rated A - / VII or better by A.M. Best. All coverage must be on a primary basis and noncontributory with any other insurance or self -insurance carried by the State. Contractor agrees to name the State as an additional insured on any insurance policy with the exception of workers’ compensation (employer liability) and pro fessional liability (errors and omissions) insurance. All policies must contain an endorsement for a waiver of subrogation in favor of the State. Any deductible or self insured retention (“SIR”) over fifty thousand dollars ($50,000) must be approved by th e State. The deductible or SIR and any premiums are the Contractor’s sole responsibility. The Contractor agrees that the insurance requirements specified in this Section do not reduce any liability the Contractor has assumed under this Contract including any indemnification or hold harmless requirements. To achieve the required coverage amounts, a combination of an otherwise deficient specific policy and an umbrella policy with an aggregate meeting or exceeding the required coverage amounts is acceptable. For example: If the required policy limit under thi s Contract is for two million dollars ($2,000,000) in coverage, acceptable coverage would include a specific policy covering one million dollars ($1,000,000) combined with an umbrella policy for an additional one million dollars ($1,000,000). If the defici ent underlying policy is for a coverage area without aggregate limits (generally Automobile Liability and Employers’ Liability Accident), Contractor shall provide a copy of the umbrella insurance policy documents to ensure that no aggregate limit applies t o the umbrella policy for that coverage area. In the event that an umbrella policy is being provided to achieve any required coverage amounts, the umbrella policy shall be accompanied by an endorsement at least as broad as the Insurance Services Office, I nc. (also known as “ISO”) “Noncontributory —Other Insurance Condition” endorsement or shall be written on a policy form that addresses both the primary and noncontributory basis of the umbrella policy if the State is otherwise named as an additional insured . Contractor shall provide the State a certificate of insurance (“COI”) evidencing the coverages and amounts specified in this Section. The COI must be on a form approved by the TDCI (standard ACORD form preferred). The COI must list each insurer’s Nationa l Association of Insurance Commissioners (NAIC) number and be signed by an authorized representative of the insurer. The COI must list the State of Tennessee – CPO Risk Manager, 312 Rosa L. Parks Ave., 3rd floor Central Procurement Office, Nashville, TN 37 243 as the certificate holder. Contractor shall 09-18-25 RFP 17 provide the COI ten (10) business days prior to the Effective Date and again thirty (30) calendar days before renewal or replacement of coverage. Contractor shall provide the State evidence that all subcontractors maintain the required insurance or that s ubcontractors are included under the Contractor’s policy. At any time, the State may require Contractor to provide a valid COI. The Parties agree that failure to provide evidence of insurance coverage as required is a material breach of this Contract. I f Contractor self -insures, then a COI will not be required to prove coverage. Instead Contractor shall provide a certificate of self -insurance or a letter, on Contractor’s letterhead, detailing its coverage, policy amounts, and proof of funds to reasonabl y cover such expenses. The State reserves the right to require complete copies of all required insurance policies, including endorsements required by these specifications, at any time. The State agrees that it shall give written notice to the Contractor as soon as practicable after the State becomes aware of any claim asserted or made against the State, but in no event later than thirty (30) calendar days after the State becomes aware of such claim. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor or its insurer, 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. The insurance obligations under this Contract shall be: (1) —all the insurance coverage and policy limits carried by the Contractor; or (2) —the minimum insurance coverage requirements and policy limits shown in this Contract; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and minimum r equired policy limits, which are applicable to a given loss, shall be available to the State. No representation is made that the minimum insurance requirements of the Contract are sufficient to cover the obligations of the Contractor arising under this Co ntract. The Contractor shall obtain and maintain, at a minimum, the following insurance coverages and policy limits. a. Commercial General Liability (“CGL”) Insurance 1) The Contractor shall maintain CGL, which shall be written on an ISO Form CG 00 01 occurrence form (or a substitute form providing equivalent coverage) and shall cover liability arising from property damage, premises and operations products and completed op erations, bodily injury, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). The Contractor shall maintain single limits not less than one million dollars ($1,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this policy or location of occurrence or the gene ral aggregate limit shall be twice the required occurrence limit. b. Workers’ Compensation and Employer Liability Insurance 1) For Contractors statutorily required to carry workers’ compensation and employer liability insurance , the Contractor shall maintain: i. Workers’ compensation in an amount not less than one million dollars ($1,000,000) including employer liability of one million dollars ($1,000,000) per accident for bodily injury by accident, one million dollars ($1,000,000) policy limit by disease, and one million dollars ($1,000,000) per employee for bodily injury by disease. 2) If the Contractor certifies that it is exempt from the requirements of Tenn. Code Ann. §§ 50 -6-101 – 103, then the Contractor shall furnish written proof of such exemption for one or more of the following reasons: 09-18-25 RFP 18 i. The Contractor employs fewer than five (5) employees; ii. The Contractor is a sole proprietor; iii. The Contractor is in the construction business or trades with no employees; iv. The Contractor is in the coal mining industry with no employees; v. The Contractor is a state or local government; or vi. The Contractor self-insures its workers’ compensation and is in compliance with the TDCI rules and Tenn. Code Ann. § 50 -6-405. c. Automobile Liability Insurance 1) The Contractor shall maintain automobile liability insurance which shall cover liability arising out of any automobile (including owned, leased, hired, and non - owned automobiles). 2) The Contractor shall maintain bodily injury/property damage with a limit not less than one million dollars ($1,000,000) per occurrence or combined single limit. d. Cyber Liability Insurance 1) The Contractor shall maintain cyber liability insurance in an amount not less than ten million dollars ($10,000,000) per occurrence or claim and ten million dollars ($10,000,000) annual aggregate. Such insurance shall be sufficiently broad to respond to th e Contractor’s duties and obligations under this Contract, and shall include coverage for all acts, claims, errors, omissions, negligence, infringement of intellectual property (including copyright, patent and trade secret); network security and privacy risks, including but not limited to unauthorized access, failure of security, information theft, damage to destruction of or alteration of electronic information, breach of privacy perils, wrongful disclosure and release of private information, collection , or other negligence in the handling of confidential information, and including coverage for related regulatory fines, defenses, and penalties. 2) Such coverage shall include data breach response expenses, in an amount not less than ten million dollars ($10,000,000) and payable whether incurred by the State or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services and expenses in the performance of services for the State or on behalf of the State hereunder. e. Crime Insurance 1) The Contractor shall maintain crime insurance, which shall be written on a “loss sustained form” or “loss discovered form” providing coverage for third party fidelity, including cyber theft and extortion. The policy must allow for reporting of circumstan ces or incidents that may give rise to future claims, include an extended reporting period of no less than two (2) years with respect to events which occurred but were not reported during the term of the policy, and not contain a condition requiring an a rrest or conviction. 2) Any crime insurance policy shall have a limit not less than one million dollars ($1,000,000) per claim and one million dollars ($1,000,000) in the aggregate. 09-18-25 RFP 19 Any crime insurance policy shall contain a Social Engineering Fraud Endorsement with a limit of not less than two hundred and fifty thousand dollars ($250,000). This insurance may be written on a claims -made basis, but in the event that coverage is cancel led or non -renewed, the Contractor shall purchase an extended reporting or “tail coverage” of at least two (2) years after the Term. D.33. Major Procurement Contract Sales and Use Tax. Pursuant to Tenn. Code Ann. § 4 -39-102 and to the extent applicable, the Contractor and the Contractor’s subcontractors shall remit sales and use taxes on the sales of goods or services that are made by the Contractor or the Contractor’s subcontractors a nd that are subject to tax. D.34. 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 com munication, 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 Information.” The State grants the Contractor a limited lic ense 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 Information, 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. Contr actor 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. D.35. 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. D.36. 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. Cod e Ann. § 12-3-515, shall be null and void and the Contract shall be enforceable as if the Contract did not contain such term or condition. E. SPECIAL TERMS AND CONDITIONS: E.1. Conflicting Terms and Conditions . Should any of these special terms and conditions conflict with any other terms and conditions of this Contract, the special terms and conditions shall be subordinate to the Contract’s other terms and conditions. E.2. Additional lines, items, or options . At its sole discretion, the State may make written requests to the Contractor to add lines, items, or options that are needed and within the Scope but were not included in the original Contract. Such lines, items, or options will be added to the Contrac t through a Memorandum of Understanding (“MOU”), not an amendment. a. After the Contractor receives a written request to add lines, items, or options, the Contractor shall have ten (10) business days to respond with a written proposal. The Contractor’s written proposal shall include: (1) The effect, if any, of adding the lines, items, or options on the other goods or services required under the Contract; (2) Any pricing related to the new lines, items, or options; (3) The expected effective date for the availability of the new lines, items, or options; and 09-18-25 RFP 20 (4) Any additional information requested by the State. b. The State may negotiate the terms of the Contractor’s proposal by requesting revisions to the proposal. c. To indicate acceptance of a proposal, the State will sign it. The signed proposal shall constitute a MOU between the Parties, and the lines, items, or options shall be incorporated into the Contract as if set forth verbatim. d. Only after a MOU has been executed shall the Contractor perform or deliver the new lines, items, or options. E.3. State Ownership of Goods . The State shall have ownership, right, title, and interest in all goods provided by Contractor under this Contract including full rights to use the goods and transfer title in the goods to any third parties. E.4. Intellectual Property Indemnity . 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 or suits which may be brought against the State concerning or arising out of any claim of an alleged patent, copyright, trade secret or other intellectual property infringement. In any such claim or action brought against the State, the Contractor shall satisfy and indemnify the State for the amount of any settl ement or final judgment, and the Contractor shall be responsible for all legal or other fees or expenses incurred by the State arising from any such claim. The State shall give the Contractor notice of any such claim or suit, however, the failure of the St ate to give such notice shall only relieve Contractor of its obligations under this Section to the extent Contractor can demonstrate actual prejudice arising from the State’s failure to give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the State of Tennessee in any legal matter, as provided in Tenn. Code Ann. § 8-6-106. E.5. Software License Warranty . Contractor grants a license to the State to use all software provided under this Contract in the course of the State’s business and purposes. E.6. Software Support and Maintenance Warranty . Contractor shall provide to the State all software upgrades, modifications, bug fixes, or other improvements in its software that it makes generally available to its customers. E.7. Transfer of Ownership of Custom Software Developed for the State . a. Definitions. (1) “Contractor -Owned Software,” shall mean commercially available software the rights to which are owned by Contractor, including but not limited to commercial “off-the-shelf” software which is not developed using State’s money or resources. (2) “Custom -Developed Application Software,” shall mean customized application software developed by Contractor for the State under this Contract intended to function with the Contractor -Owned Software or any Work Product provided under this Contract. (3) “Rights Transfer Application Software,” shall mean any pre -existing application software and documentation owned or supplied by Contractor or a third party necessary for the use, functioning, support, or maintenance of the Contractor - Owned Software, the Cu stom -Developed Application Software, Third Party Software, and any Work Product provided to State. (4) “Third -Party Software,” shall mean software supplied by Contractor under this Contract or necessary for the functioning of any Work Product not owned by the State or the Contractor. (5) “Work Product,” shall mean all deliverables such as software, software source code, documentation, planning, etc., that are created, designed, developed, or 09-18-25 RFP 21 documented by the Contractor for the State under this Contract. Work Product shall include Rights Transfer Application Software. b. Rights and Title to the Software (1) All right, title and interest in and to the Contractor -Owned Software shall at all times remain with Contractor, subject to any license or transfer of rights or ownership granted under this Contract. Contractor grants the State a perpetual non-exclusive license to the Contractor -Owned Software to be used solely with the Custom -Developed Application Software and the Work Product. (2) Contractor shall provide the source code in the Custom -Developed Application Software, Work Product and the Contractor -Owned Software, with all subsequent modifications, enhancements, bug -fixes or any other changes in the source code of the Work Product a nd the Contractor -Owned Software and all other code and documentation necessary for the Custom -Developed Application Software to be installed and function as intended and as set forth in this Contract, to the State. (3) Contractor may lease or sell the Custom -Developed Application Software to third parties with the written permission of the State, which permission may be conditioned on the State receiving royalties from such sales or licenses. (4) All right, title and interest in and to the Custom -Developed Application Software, and to modifications thereof made by State, including without limitation all copyrights, patents, trade secrets and other intellectual property and other proprietary rights embodied by and arising out of the Custom -Developed Application Software, shall belong to State. To the extent such rights do not automatically belong to State, Contractor hereby assigns, transfers, and conveys all right, title and interest in and to the Custom -Developed Application Software, including without limitation the copyrights, patents, trade secrets, and other intellectual property rights arising out of or embodied by the Custom -Developed Application Software. Contractor and its employees, a gents, contractors or representatives shall execute any other documents that State or its counsel deem necessary or desirable to document this transfer or allow State to register its claims and rights to such intellectual property rights or enforce them ag ainst third parties. (5) All right, title and interest in and to the Third -Party Software shall at all times remain with the third party, subject to any license or other rights granted to the State under this Contract or otherwise. c. The Contractor may use for its own purposes the general knowledge, skills, experience, ideas, concepts, know -how, and techniques obtained and used during the course of performing under this Contract. The Contractor may develop for itself, or for others, materials which are similar to or competitive with those that are produced under this Contract. E.8. Comptroller Audit Requirements When requested by the State or the Comptroller of the Treasury, the Contractor must provide the State or the Comptroller of the Treasury with a detailed written description of the Contractor’s information technology control environment, including a descrip tion of general controls and application controls. The Contractor must also assist the State or the Comptroller of the Treasury with obtaining a detailed written description of the information technology control environment for any third or fourth parties, or Subcontractors, used by the Contractor to process State data and/or provide services under this Contract. Contractor will maintain and cause its Subcontractors to maintain a complete audit trail of all transactions and activities in connection with this Contract, including all information technology 09-18-25 RFP 22 logging and scanning conducted within the Contractor’s and Subcontractor’s information technology control environment. Upon reasonable notice and at any reasonable time, the Contractor grants the State or the Comptroller of the Treasury with the right to a udit the Contractor’s information technology control environment, including general controls and application controls. The audit may include testing the general and application controls within the Contractor’s information technology control environment and may also include testing general and application controls for any third or fourth parties, or Subcontractors, used by the Contractor to process State data and/or provide services under this Contract. The audit may include the Contractor’s and Subcontracto r’s compliance with the State’s Enterprise Information Security Policy and all applicable requirements, laws, regulations, or policies. Upon reasonable notice and at any reasonable time, the Contractor and Subcontractor(s) agree to allow the State, the Comptroller of the Treasury, or their duly appointed representatives to perform information technology control audits of the Contractor and all Subcontractors used by the Contractor. Contractor will provide to the State, the Comptroller of the Treasury, or their duly appointed representatives access to Contractor and Subcontractor(s) personnel for the purpose of performing the information tec hnology control audit. The audit may include interviews with technical and management personnel, physical or virtual inspection of controls, and review of paper or electronic documentation. The Contractor must have a process for correcting control deficiencies that were identified in the State’s or Comptroller of the Treasury’s information technology audit. For any audit issues identified, the Contractor and Subcontractor(s) shall submit a co rrective action plan to the State or the Comptroller of the Treasury which addresses the actions taken, or to be taken, and the anticipated completion date in response to each of the audit issues and related recommendations of the State or the Comptroller of the Treasury. The corrective action plan shall be provided to the State or the Comptroller of the Treasury upon request from the State or Comptroller of the Treasury and within 30 days from the issuance of the audit report or communication of the audit issues and recommendations. Upon request from the State or Comptroller of the Treasury, the Contractor and Subcontractor(s) shall provide documentation and evidence that the audit issues were corrected. Each party shall bear its own expenses incurred while conducting the information technology controls audit. E.9. Information Technology Security Requirements (State Data, Audit, and Other Requirements). a. The Contractor shall protect State Data as follows: (1) The Contractor shall ensure that all State Data is housed in the continental United States, inclusive of backup data. All State data must remain in the United States, regardless of whether the data is processed, stored, in -transit, or at rest. Access to State data shall be limited to US - based (onshore) resources only. All system and application administration must be performed in the continental United States. Configuration or development of software and code is permitted outside of the United States. However, software applications designed, developed, manufactured, or supplied by persons owned or controlled by, or subject to the jurisdiction or direction of, a foreign adversary, which the U.S. Secretary of Commerce acting pursuant to 15 CFR 7 has defined to include the People’s Republic of China, among others are prohib ited. Any testing of code outside of the United States must use fake data. A copy of production data may not be transmitted or used outside the United States. (2) The Contractor shall encrypt Confidential State Data at rest and in transit using the current version of Federal Information Processing Standard (“FIPS”) 140 -2 or 140-3 (or current applicable version) validated encryption technologies. The State shall control all access to encryption keys. The Contractor shall provide installation and maintenance support at no cost to the State. 09-18-25 RFP 23 (3) The Contractor and any Subcontractor used by the Contractor to host State data, including data center vendors, shall be subject to an annual engagement by a licensed CPA firm in accordance with the standards of the American Institute of Certified Public Ac countants (“AICPA”) for a System and Organization Controls for service organizations (“SOC”) 2 Type 2 examination. The scope of the SOC 2 Type 2 examination engagement must include the Security, Availability, Confidentiality, and Processing Integrity Trust Services Criteria. In addition, the Contractor services that are part of this Contract, including any processing or storage services, must be included in the scope of the SOC 2 Type 2 examination engagement(s). (4) The Contractor must annually review its SOC 2 Type 2 examination reports. Within 30 days of receipt of the examination report, or upon request from the State or the Comptroller of the Treasury, the Contractor must provide the State or the Comptroller of th e Treasury a non - redacted copy of the Contractor’s SOC 2 Type 2 examination report(s). The Contractor must review the annual SOC 2 Type 2 examination reports for each of its Subcontractors and must also assist the State or Comptroller of the Treasury with obtaining a non -redacted copy of any SOC examination reports for each of its Subcontractors, including data centers used by the Contractor to host or process State data. If the Contractor’s SOC 2 Type 2 examination report includes a modified opinion, meaning that the opinion is qualified, adverse, or disclaimed, the Contractor must share the SOC report and the Contractor’s plan to address the modified opinion with the Stat e or the Comptroller of the Treasury within 30 days of the Contractor’s receipt of the SOC report or upon request from the State or the Comptroller of the Treasury. If any Subcontractor(s) SOC 2 Type 2 examination report includes a modified opinion, the Co ntractor must assist the State or Comptroller of the Treasury with obtaining the Subcontractor(s) SOC report and the Subcontractor(s) plan to address the modified opinion. The Contractor must have a process for correcting control deficiencies that were identified in the SOC 2 Type 2 examination, including follow -up documentation providing evidence of such corrections. Within 30 days of receipt of the examination report, or u pon request from the State or the Comptroller of the Treasury, the Contractor must provide the State or the Comptroller of the Treasury with a corrective action plan and evidence of correcting the control deficiencies. The Contractor must require each of i ts Subcontractors, including data centers used by the Contractor to host State data, to have a process for correcting control deficiencies identified in their SOC examination reports and must assist the State or Comptroller of the Treasury with obtaining a corrective action plan and obtaining evidence of correcting control deficiencies identified in Subcontractor(s) SOC reports. No additional funding shall be allocated for these examinations as they are included in the Maximum Liability of this Contract. (5) The Contractor must annually perform Penetration Tests and Vulnerability Assessments against its Processing Environment per the NIST 800 -115 definition. “Processing Environment” shall mean the combination of software and hardware on which the Application r uns. “Application” shall mean the computer code that supports and accomplishes the State’s requirements as set forth in this Contract. “Penetration Tests” shall be in the form of attacks on the Contractor’s computer system, with the purpose of discovering security weaknesses which have the potential to gain access to the Processing Environment’s features and data. The “Vulnerability Assessment” shall be designed and executed to define, identify, and classify the security holes (vulnerabilities) in the Processing Environment. The Contractor shall allow the State, at its option, to perform Penetration Tests and Vulnerability Assessments on the Processing Environment. The Contractor shall provide a letter of attestation on its processing environment that pene tration tests and vulnerability assessments has been performed on an annual basis and taken corrective action to evaluate and address any findings. In the event of an unauthorized disclosure or unauthorized access to State data, the State Strategic Technology Solutions (STS) Security Incident Response Team (SIRT) must be notified and engaged by calling the State Customer Care Center (CCC) at 615 -741-1001. Any such event must be reported by the Contractor within twenty -four (24) hours after the unauthorized disclosure has come to the attention of the Contractor. 09-18-25 RFP 24 (6) If a breach has been confirmed a fully un -modified third -party forensics report must be supplied to the State and through the STS SIRT. This report must include indicators of compromise (IOCs) as well as plan of actions for remediation and restoration. Co ntractor shall take all necessary measures to halt any further Unauthorized Disclosures. (7) Upon State request, the Contractor shall provide a copy of all Confidential State Data it holds. The Contractor shall provide such data on media and in a format determined by the State (8) Upon termination of this Contract and in consultation with the State, the Contractor shall destroy, and ensure all subcontractors shall destroy, all Confidential State Data it holds (including any copies such as backups) in accordance with the current vers ion of National Institute of Standards and Technology (“NIST”) Special Publication 800 -88. The Contractor shall provide a written confirmation of destruction to the State within ten (10) business days after destruction. b. Minimum Requirements (1) The Contractor and all data centers used by the Contractor to host State data, including those of all Subcontractors, must comply with the State’s Enterprise Information Security Policies as amended periodically. The State’s Enterprise Information Security Policies document is found at the following URL: https://www.tn.gov/finance/strategic -technology -solutions/strategic - technology -solutions/sts -security -policies.html . (2) The Contractor agrees to maintain the Application so that it will run on a current, manufacturer -supported Operating System. “Operating System” shall mean the software that supports a computer's basic functions, such as scheduling tasks, executing applications, and controlling peripherals. (3) If the Application requires middleware or database software, Contractor shall maintain middleware and database software versions that are always fully compatible with current versions of the Operating System and Application to ensure that security vulnerabilities are not introduced. (4) In the event of drive/media failure, if the drive/media is replaced, it remains with the State and it is the State’s responsibility to destroy the drive/media, or the Contractor shall provide written confirmation of the sanitization/destruction of data acc ording to NIST 800 - 88. c. Business Continuity Requirements. The Contractor shall maintain s et(s) of documents, instructions, and procedures which enable the Contractor to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations (“Business Continuity Requirements”) . Business Continuity Requirements shall include : (1) “Disaster Recovery Capabilities” refer to the actions the Contractor takes to meet the Recovery Point and Recovery Time Objectives defined below. Disaster Recovery Capabilities shall meet the following objectives: i. Recovery Point Objective (“RPO”). The RPO is defined as the maximum targeted period in which data might be lost from an IT service due to a major incident One (1) HOUR ii. Recovery Time Objective (“RTO”). The RTO is defined as the targeted duration of time and a service level within which a business process must be restored after a disaster (or disruption) in order to avoid unacceptable consequences associated with a break in business continuity : Twenty -four (24) hours unless during an election cycle, then eight (8) hours or less. 09-18-25 RFP 25 The Contractor and the Subcontractor(s) shall maintain a documented Disaster Recovery plan and shall share this document with the State when requested. The Contractor and the Subcontractor(s) shall perform at least one Disaster Recovery Test every three hundred sixty -five (365) days. A “Disaster Recovery Test” shall mean the process of verifying the success of the restoration procedures that are executed after a critical IT failure or disruption occurs. The Disaster Recovery Test shall use actual State Data Sets that mirror production data, and success shall be defined as the Contractor verifying that the Contractor can meet the State’s RPO and RTO requirements. A “Data Set” is defined as a collection of related sets of information that is composed of separate elements but can be manipulated as a unit by a computer. The Contractor shall provide written confirmation to the State after each Disaster Recovery Test that its Disaster Recovery Capabilities meet the RPO and RTO requirement s. E.10. Prohibited Advertising or Marketing . The Contractor shall not suggest or imply in advertising or marketing materials that Contractor's goods or services are endorsed by the State. The restrictions on Contractor advertising or marketing materials under this Section shall survive the termin ation of this Contract. E.11. Lobbying . The Contractor certifies, to the best of its knowledge and belief, that: a. No federally appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or a n employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendme nt, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,'' in accordance with its instructions. c. The Contractor shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all subrec ipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into and is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352. E.12. Personally Identifiable Information . While performing its obligations under this Contract, Contractor may have access to Personally Identifiable Information held by the State (“PII”). For the purposes of this Contract, “PII” includes “Nonpublic Personal Information” as that term is define d in Title V of the Gramm -Leach -Bliley Act of 1999 or any successor federal statute, and the rules and regulations thereunder, all as may be amended or supplemented from time to time (“GLBA”) and personally identifi able information and other data protected under any other applicable laws, rule or regulation of any jurisdiction relating to disclosure or use of personal information (“Privacy Laws”). Contractor agrees it shall not do or omit to do anything which would cause the State to be in breach of any Privacy Laws. Contractor shall, and shall cause its employees, agents and representatives to: (i) keep PII confidential and may use and disclose PII only as necessary to carry out those specific aspects of the purpose for which the PII was disclosed to Contractor and in accordance with this Contract, GLBA and Privacy Laws; and (ii) implement and maintain appropriate technical and organizational measures regarding information security to: (A) ensure the security and con fidentiality of PII; (B) protect against any threats or 09-18-25 RFP 26 hazards to the security or integrity of PII; and (C) prevent unauthorized access to or use of PII. Contractor shall immediately notify State: (1) of any disclosure or use of any PII by Contractor or any of its employees, agents and representatives in brea ch of this Contract; and (2) of any disclosure of any PII to Contractor or its employees, agents and representatives where the purpose of such disclosure is not known to Contractor or its employees, agents and representatives. The State reserves the right to review Contractor's policies and procedures used to maintain the security and confidentiality of PII and Contractor shall, and cause its employees, agents and representatives to, comply with all reasonable requests or directions from the State to enabl e the State to verify or ensure that Contractor is in full compliance with its obligations under this Contract in relation to PII. Upon termination or expiration of the Contract or at the State’s direction at any time in its sole discretion, whichever is earlier, Contractor shall immediately return to the State any and all PII which it has received under this Contract and shall destroy all records of such PII. The Contractor shall report to the State any instances of unauthorized access to or potential disclosure of PII in the custody or control of Contractor (“Unauthorized Disclosure”) that come to the Contractor’s attention. Any such report shall be made by t he Contractor within twenty -four (24) hours after the Unauthorized Disclosure has come to the attention of the Contractor. Contractor shall take all necessary measures to halt any further Unauthorized Disclosures. The Contractor, at the sole discretion o f the State, shall provide no cost credit monitoring services for individuals whose PII was affected by the Unauthorized Disclosure. The Contractor shall bear the cost of notification to all individuals affected by the Unauthorized Disclosure, including i ndividual letters and public notice. The remedies set forth in this Section are not exclusive and are in addition to any claims or remedies available to this State under this Contract or otherwise available at law. The obligations set forth in this Sectio n shall survive the termination of this Contract. E.13. Federal Funding Accountability and Transparency Act (FFATA). This Contract requires the Contractor to provide supplies or services that are funded in whole or in part by federal funds that are subject to FFATA. The Contractor is responsible for ensuring that all applicable requirements, including but not limited t o those set forth herein, of FFATA are met and that the Contractor provides information to the State as required. The Contractor shall comply with the following: a. Reporting of Total Compensation of the Contractor’s Executives. (1) The Contractor shall report the names and total compensation of each of its five most highly compensated executives for the Contractor’s preceding completed fiscal year, if in the Contractor’s preceding fiscal year it received: i. 80 percent or more of the Contractor’s annual gross revenues from federal procurement contracts and federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and ii. $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts), and federal financial assistance subject to the Transparency Act (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue C ode of 1986. (To determine if the public has access to the compensation information, see the U.S. Securities and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.). As defined in 2 C.F.R. § 170.315, “Executive” means officers, managing partners, or any other employees in management positions. 09-18-25 RFP 27 (2) Total compensation means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 C.F.R. § 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non -equity incentive plans. This does not include group life, health, hospitalization, or medical reimbursement plans that do not discriminate in favor of executives and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above -market earnings on deferred compensation which is not tax qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites, or property) for the executive exceeds $10,000. b. The Contractor must report executive total compensation described above to the State by the end of the month during which this Contract is awarded. c. If this Contract is amended to extend the Term, the Contractor must submit an executive total compensation report to the State by the end of the month in which the term extension becomes effective. d. The Contractor will obtain a Unique Entity Identifier (UEI) number and maintain its UEI number for the term of this Contract. More information about obtaining a UEI Number can be found at the System for Award Management (SAM.gov). The Contractor’s failure to comply with the above requirements is a material breach of this Contract for which the State may terminate this Contract for cause. The State will not be obligated to pay any outstanding invoice received from the Contractor unle ss and until the Contractor is in full compliance with the above requirements. E.14. Americans with Disabilities Act. The Contractor must comply with the Americans with Disabilities Act (ADA) of 1990, as amended, including implementing regulations codified at 28 CFR Part 35 "Nondiscrimination on the Basis of Disability in State and Local Government Services" and at 28 CFR Part 36 "Nondiscrimination on the Basis of Disability in Public Accommodations and Commercial Facilities," and any other laws or regulations governing the provision of services to persons with a disability, as a pplicable. For more information, please visit the ADA website: http://www.ada.gov . 09-18-25 RFP 28 IN WITNESS WHEREOF, CONTRACTOR LEGAL ENTITY NAME: CONTRACTOR SIGNATURE DATE PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above) TENNESSEE DEPARTMENT OF STATE, DIVISION OF ELECTIONS: MARK GOINS, COORDINATOR OF ELECTIONS DATE TENNESSEE DEPARTMENT OF STATE, OFFICE OF THE SECRETARY OF STATE: TRE HARGETT, SECRETARY OF STATE DATE 09-18-25 RFP RFP # 30501 -02125 Page 0 of 68 ATTACHMENT 1 FVAP DATA FIELDS DOCUMENT The following pages contain the data fields document with information required for FVAP by Section A.6.3. ATTACHMENT 1 1 EASE Grants Data Fields to be Collected Note on PII: Do not submit any PII to FVAP. If any PII is accidentally sent to FVAP, it will be deleted immediately. FVAP will only publish the data in an aggregated format. It will be in a report form delivered to Congress and published on FVAP.gov. In the case wher e there are less than 10 U.S. citizens (n < 10) in a particular country, FVAP will not publish this country’s data when doing country comparisons. Data fields to be collected by EASE Grant Recipients: 1.) TransactionID: Unique identifier for each transaction 2.) UniqueID: Identifier that uniquely identifies a voter, but is not required to be unique within the dataset. This number is not an actual voters identification number, instead, it is an unrelated number which is needed in order to help analyze how effective each typ e of transaction is for an individual voter. In addition, if there are questions about a particular voter’s transactions, FVAP or the state election official could provide this identifier back to the jurisdiction to obtain more information about the voter’s experience. 3.) ApplicationRequestMethod: Specifies the method by which the application request was received. Possible values are email, fax, in -person, mail, online, phone, untracked, and, other, If “other” is chosen then the election official will be prompted to specify the alternate request met hod used. 4.) ApplicationRequestPostmarkDate: Specifies the date the request was postmarked. 5.) ApplicationRequestProcessedDate: Specifies the date the request was processed by the local or state election official. 6.) ApplicationRequestReceivedDate: Specifies the date the application request was received by the local or state election official. 7.) ApplicationRequestRejectionType: If ApplicationRequestStatusType is rejected or cured, then specifies the reason the application was rejected. Possible values are duplicate, which denotes that the election official already received an application for the voter, invalid, which means the application was invalid, mismatc h-voter -signature, which means the application signature did not match the voter signature on file, missing -identification which means that an unspecified identifier was required and missing f rom the application, missing -ssn, denoting that the Social Security Number was missing from the application, missing -state-id-number, which means the state identifier was required and missing from the application, missing -voter -signature, meaning the voter did not sign the application, and other, which is a catch -all for any values that fall outside of the other values. Multiple values are possible for this field. 8.) ApplicationRequestStatusType: Specifies the current status of the application. Possible values are accepted, which denotes that the application was successfully processed; cured which means the application was supplemented with additional information to make it valid; pending, which signifies that application is still being processed; rejected which means the application was not successfully processed. 9.) ApplicationRequestType: Specifies the type of ballot application request. Possible values are FPCA, which means a voter submitted a Federal Postcard Application; FWAB, which ATTACHMENT 1 2 denotes a voter returned a Federal Write -In Absentee Ballot prior to receiving or requesting a ballot through other means; informal -request, which signifies a voter requested a ballot through a less formal process, such as a letter or phone call; NVRA, which means a voter used a National Voter Registration (Act) form; state -application, which denotes a state form used for ballot requests; and untracked, which means the type of application is not tracked. 10.) BallotRejectionType: Specifies the reason why the ballot was rejected. Possible values are mismatch -voter -signature, missing -voter -signature, not -timely, which means the ballot was received after the required deadline; postmark, which signifies the ballot was postmarked afte r the required date; rejected, which signifies the ballot was rejected for an unspecified reason; undeliverable, which denotes the ballot was returned as undeliverable to the address where it was sent; untracked, which signifies that th is variable is not tracked in the system; voided -spoiled, which means the ballot had to be voided or spoiled either by the administration or the voter; voter -died, which signifies the voter died thereby impacting the ability to count the ballot; voter -move d, which signifies the voter moved from their registered address; voter -unregistered, which means the voter is not registered to vote; and, other. 11.) BallotRejectionOtherType: If BallotRejectionType fails to cover all of the possible ways a ballot may be rejected, this field specifies an alternate reason why the reason the ballot was rejected. 12.) BallotReturnDate: Specifies the date the voter returned the ballot to the local or state election official. 13.) BallotReturnType: Specifies the method by which the voter returned the ballot to the local or state election official. Possible values are email, fax, in -person, mail, online, untracked, and other. 14.) BallotReturnOtherType: If BallotReturnType fails to cover all of the possible return types for a particular voter transaction, this field specifies an alternate method by which the voter returned the ballot to the local or state election official. 15.) BallotTransmissionDate: Specifies the date the local or state election official sent the ballot to the voter. 16.) BallotTransmissionType: Specifies the method in which the ballot was sent to the voter. Possible values are email, fax, in -person, mail, online, untracked, and other. 17.) BallotTransmissionOtherType: If BallotTransmissionType fails to cover all of the possible transmission types for a particular transaction, this field specifies an alternate method in which the local or state election official sent the ballot to the voter. 18.) BallotType: Specifies the type of ballot transferred to the voter. Possible values are absentee, which is a general catch -all for any type of absentee ballot, federal, which denotes the voter only received a ballot that allows voting on federal contests, full, which denotes a ballot with all possible contests in the voter’s assigned precinct; FWAB, which specifies a Federal Write -In Absentee Ballot, and provisional, which denotes a provisional ballot; and, untracked, which signifies that this variable is n ot tracked in the system. 19.) ElectionDate: Date of election 20.) ElectionName: Name of Election ATTACHMENT 1 3 21.) JurisdictionId: Jurisdiction ID 22.) JurisdictionIdType: Jurisdiction ID type 23.) JurisdictionName: Jurisdiction Name 24.) VoterMailingCountry: The country where the voter is located at the time of the election. 25.) VoterType: Specifies whether the voter is domestic or overseas military, overseas citizen, non-UOCAVA voter, or other. 26.) WasApplicationRejected: Boolean field with only options being yes or no. 27.) RequestSignatureType: Specifies the method in which a document was signed. Possible values are:

• Wet signature
• CAC enabled digital signature
• Other digital signature describes some other (non -CAC) method whereby the encrypted data

produced when a specific mathematical process involving a hash algorithm and public key cryptography is applied to an electronic record and is used to verify the verac ity on an electronic signature

• Digitized signature is a handwritten signature that has been transferred into an electronic form,

typically an image of a handwritten signature that is recognizable as a signature when examined visually.

• Electronic signature is the electronic equivalent of a handwritten signature. An electronic

signature process authenticates the signer’s identity, binds the signature to the document and ensures that the signature cannot be altered after it is affixed.

• Untracked

28.) BallotSignatureType: Specifies the method in which a document was signed. Possible values are:

• Wet signature
• CAC enabled digital signature
• Other digital signature describes some other (non -CAC) method whereby the encrypted data

produced when a specific mathematical process involving a hash algorithm and public key cryptography is applied to an electronic record and is used to verify the verac ity on an electronic signature

• Digitized signature is a handwritten signature that has been transferred into an electronic form,

typically an image of a handwritten signature that is recognizable as a signature when examined visually.

• Electronic signature is the electronic equivalent of a handwritten signature. An electronic

signature process authenticates the signer’s identity, binds the signature to the document and ensures that the signature cannot be altered after it is affixed.

• Untracked

29.) BallotTransmissionTracked: Boolean field that indicates whether or not tracking information was included for a transmitted ballot. Values are yes or no. 30.) BallotReturnTracked: Boolean field that indicates whether or not tracking information was included for a returned ballot (i.e. return ballot envelope tracking). Values are yes or no. Data Fields 31 -40 only required for systems related to the tracking of outbound or inbound Ballots 31.) ParcelIDCode scan code associated with a particular parcel of mail. There should be a ParcelIDCode associated with outbound and inbound activities for a given ballot (i.e., tracking ATTACHMENT 1 4 information associated with a transmitted ballot and tracking information associated with the return ballot for that envelope) 32.) DestinationCountry: geographic country associated with the voter to which a ballot is being sent/returned 33.) DestinationCity: geographic city associated with the voter to which a ballot is being sent/returned 34.) DestinationState: geographic state associated with the voter to which a ballot is being sent/returned 35.) DestinationZip: geographic zip code associated with the voter to which a ballot is being sent/returned 36.) EventLocation the location of a parcel where an event took place 37.) EventDate specifies the date an event was recorded 38.) EventTime specifies the time at which an event was recorded 39.) Direction specifies whether an event is associated with an outbound ballot or inbound ballot. Values are outbound and inbound. 40.) EventType category of activity associated with a particular tracking event. Examples might include (these are pulled from what was tracked as part of the Military Ballot Tracking Project done in partnership with CSG OVI in 2016/2017. Ideally, they might be condense d to a smaller number of meaningful types, but we currently lack sufficient information to identify those fixed categories): a. Delivered b. Notice Left c. Picked Up by USPS d. Undeliverable as Addressed e. Forwarded f. Arrived at Delivery Unit g. Missent h. Processed through USPS Plant i. Available For Addressee to Pickup j. Mis-Shipped k. Addressee Unknown l. Returned To Sender m. Tendered to Military Agent n. Duplicate Label ID Found o. Container Distribution p. Business Closed q. Notice Left - No Secure Location Available r. Arrived at USPS Plant s. Address Encoded at Plant t. Acceptance Exception Occurred u. Container Closed v. Departed USPS Plant w. Enroute Exception Occurred x. Loop Mail Exception Occurred y. Pre-Shipment Info Sent to USPS z. Accepted at USPS Origin Plant aa. Out for Delivery bb. Sorting/Processing Complete ATTACHMENT 1 5 cc. Departed Post Office dd. Shipment Acceptance ee. Accepted at USPS Facility ATTACHMENT 2 6 ATTESTATION RE PERSONNEL USED IN CONTRACT PERFORMANCE SUBJECT CONTRACT NUMBER: CONTRACTOR LEGAL ENTITY NAME: EDISON VENDOR IDENTIFICATION NUMBER: . The Contractor, identified above, does hereby attest, certify, warrant, and assure that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. CONTRACTOR SIGNATURE NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. Attach evidence do cumenting the individual’s authority to contractually bind the Contractor, unless the signatory is the Contractor’s chief executiv e or president. PRINTED NAME AND TITLE OF SIGNATORY DATE OF ATTESTATION