Stream and Wetland Mitigation Credits for the Tennessee Department of Transportation- UPDATED

03.05.25 RFQ i STATE OF TENNESSEE CENTRAL PROCUREMENT OFFICE REQUEST FOR QUALIFICATIONS FOR STREAM AND WETLAND MITIGATION CREDITS RFQ # 40100 -51532 TABLE OF CONTENTS SECTIONS: 1. Introduction 2. RFQ Schedule of Events 3. Response Requirements 4. General Information & Requirements 5. Procurement Process & Contract Award ATTACHMENTS: A. Technical Response & Evaluation Guide – Mandatory Requirement Items B. Technical Response & Evaluation Guide – General Qualifications & Experience Items C. Technical Response & Evaluation Guide – Technical Qualifications, Experience & Approach Items D. Cost Proposal E. Statement of Certifications & Assurances F. Reference Questionnaire G. Pro Forma Contract 03.05.25 RFQ RFQ # 40100 -51532 2 1. INTRODUCTION The State of Tennessee , Central Procurement Office , hereinafter referred to as “the State,” issue s this Request for Qualifications ( “RFQ ”) to define mandatory goods or service s requirements; solicit response s; detail response requirements; and, outline the State’s process for evaluating response s. Through this RFQ or any subsequent solicitation , the State seeks to buy the requested goods or services and to give ALL qualified respondents , including those that are owned by minorities, wome n, service -disabled veterans , persons with disabilities, and small business enterprises, the opportunity to do business with t he state as contractors or subcontractors. 1.1. Statement of Procurement Purpose The State of Tennessee, Tennessee Department of Transportation (“State”) intends to select a single, qualified, Contractor through this RFQ process to provide stream and wetland mitigation services inclusive of monitoring, repairs, permitting and mitigation bank PROM development. The Contractor will be expected to perform a v ariety of tasks through various Work Orders for slope stabilization, sediment and silt remediation, fence repair and other services needed and outlined in the Contract attached to this RFQ. The State expects that the Maximum Liability of this proposed Con tract will be $15,000,000.00. 1.2. Pre-Response Conference A Pre -Response Conference will be held at the time and date detailed in the RFQ Schedule of Events, RFQ § 2. Pre -Response Conference attendance is not mandatory, and potential Respondent s may be limited to a maximum number of attendees depending upon overall attendance and space limitations. Please contact the Solicitation Coordinator to RSVP for the Pre-Response Conference. The Conference will be held at: Microsoft Teams Need help? Join the meeting now Meeting ID: 268 593 239 131 Passcode: 8qD3U27j Dial in by phone +1 629 -209-4396,,541237064# United States, Triune Find a local number Phone conference ID: 541 237 064# Join on a video conferencing device Tenant key: stateoftn@m.webex.com Video ID: 116 703 455 2 More info 1.3. Notice of Intent to Respond Before the Notice of Intent to Respond Deadline detailed in R FQ § 2, Schedule of Events, potential Respondents should submit to the Solicitation Coordinator a Notice of Intent to Respond in the form of a simple e -mail or other written communication. Such notice should include the following information: the business or individual’s name (as appropriate), a contact person’s name and title, the contact person’s mailing address, telephone nu mber, facsimile, number, and e -mail address. Filing a Notice of Inten t to Respond is not a prerequisite for submitting a response; however, it is necessary to ensure receipt of notices and communications relating to this RFQ. 1.4. Definitions and Abbreviations 03.05.25 RFQ RFQ # 40100 -51532 3 TERM DEFINITION RFQ Request for Qualifications 2. RFQ SCHEDULE OF EVENTS The following schedule represents the State’s best estimates for this RFQ; however, the State reserves the right, at its sole discretion, to adjust the schedule at any time, or cancel and reissue a similar solicitation. Nothing in this RFQ is intended by the State to create any property rights or expectations of a property right in any Respondent. EVENT TIME (Central Time Zone) DATE (all dates are State business days) 1. RFQ Issued September 1 1, 2025 2. Disability Accommodation Request Deadline 2:00 p.m. September 1 8, 2025 3. Pre-Response Conference 10:00 a.m. September 22, 2025 4. Notice of Intent to Respond Deadline 2:00 p.m. September 24, 2025 5. Written “Questions & Comments” Deadline 2:00 p.m. September 29, 2025 6. State response to written “Questions & Comments” October 15, 2025 7. RFQ Response Deadline 2:00 p.m. October 31, 2025 8. State Completion of Technical Response Evaluations November 12, 2025 9. State Schedules respondent Oral Presentations (ONLY Respondents who qualify per Section 5.2.1.) November 17, 2025 10. Respondent Oral Presentations December 1 – 3, 2025 11. RFQ Cost Proposal Opened (ONLY for the apparent successful Respondents) December 8, 2025 12. RFQ Negotiations (if applicable) December 9 – 11, 2025 13. State Notice of Intent to Award Released and RFQ Files Opened for Public Inspection December 15, 2025 14. End of Protest Period December 22, 2025 15. State sends contract to Contractor for signature January 5, 2025 16. Contractor Signature Deadline 2:00 p.m . January 12, 2025 03.05.25 RFQ RFQ # 40100 -51532 4 3. RESPONSE REQUIREMENTS 3.1. Response Contents : A response to this RFQ should address the following: 3.1.1. Mandatory Requirements : This section details the mandatory technical, functional, and experience requirements that must be demonstrated in the response to this RFQ in order to be passed on to Phase II of the Technical Response evaluation. A Respondent should duplicate and use RFQ Attachment A as a guide to organize responses for the Mandatory Requirements of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table. This section is included in the State’s evaluation as to whether or not a Respondent meets mandatory qualifications (Phase I). 3.1.2. General Qualifications & Experience : This section is included in the State’s evaluation of Phase II of the Technical Response Evaluation and details general information and qualifications that must be demonstrated in the response to this RFQ. A Respondent should duplicate and use RFQ Attachment B as a guide to organize responses for this portion of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table. 3.1.3. Technical Qualifications, Experience & Approach : This section is also included in the State’s evaluation of Phase II of the Technical Response Evaluation and details technical qualifications, experience, and approach items that must be demonstrated in the response to this RFQ. A Respondent should duplicate and use RFQ Attachment C as a guide to organize responses for this portion of the RFQ response. The Respondent should reference the page location of the information within the response in the indicated column of the table. 3.1.4. Cost Proposal : 3.1.4.1. If included as part of this solicitation, then t he Cost Proposal must be recorded on an exact duplicate of RFQ Attachment D, Cost Proposal . Any response that does not follow the instructions included in RFQ Attachment D may be deemed nonresponsive . 3.1.4.2. A Respondent must only record the proposed cost exactly as required by the RFQ Attachment D, Cost Proposal and must NOT record any other rates, amounts, or information. 3.1.4.3. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period. 3.1.4.4. A Respondent must sign and date the Cost Proposal . 3.1.4.5. A Respondent must submit t he Cost Proposal to the State in a sealed package separ ate from the Technical Response . 3.2. Response Delivery Location A Respondent must ensure that the State receives a Response to this RFQ no later than the Response Deadline time and date s detailed in the RF Q § 2, Schedule of Events. All responses must be delivered to: Joshua Polk State of Tennessee, Central Procurement Office 312 Rosa L Parks Ave., 3rd Floor Nashville, TN 37243 615-360-4460 03.05.25 RFQ RFQ # 40100 -51532 5 3.3. Response Format 3.3.1. 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. 3.3.2. A Respondent must submit original Technical Response and Cost Proposal documents and copies as specified below. 3.3.2.1. One (1) original Technical Response paper document labeled: “RFQ # 40100 -51532 TECHNICAL RESPONSE ORIGINAL” and five (5) 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: “RFQ # 40100 -51532 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. 3.3.2.2. One (1) original Cost Proposal paper document labeled: “RFQ # 40100 -51532 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: “RFQ # 40100 -51532 COST PROPOSAL COPY” In the event of a discrepancy between the original Cost Proposal document and the digital copy, the original, signed document will take precedence. 3.3.3. A Respondent must separate, seal, package, and label the documents and copies for delivery as follows: 3.3.3.1. The Technical Response original document and digital copies must be placed in a sealed package that is clearly labeled: “DO NOT OPEN… RFQ # 40100 -51532 TECHNICAL RESPONSE FROM [RESPONDENT LEGAL ENTITY NAME]” 3.3.3.2. The Cost Proposal original document and digital copy must be placed in a separate , sealed package that is clearly labeled: “DO NOT OPEN… RFQ # 40100 -51532 COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]” 3.3.3.3. 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: “RFQ # 40100 -51532 SEALED TECHNICAL RESPONSE & SEALED COST 03.05.25 RFQ RFQ # 40100 -51532 6 PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]” 3.3.4. 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: Joshua Polk State of Tennessee, Central Procurement Office 312 Rosa L Parks Ave., 3rd Floor Nashville, TN 37243 615-360-4460 3.4. Response Prohibitions: A response to this RFQ sh all not: 3.4.1. Restrict the rights of the State or otherwise qualify the response to this RFQ; 3.4.2. Include, for consideration in this procurement process or subsequent contract negotiations, incorrect information that the Respondent knew or should have known was materially incorrect; 3.4.3. Include more than one response, per Respondent, to this RFQ; 3.4.4. Include any information concerning costs (in specific dollars or numbers) associated with the Technical Response ; 3.4.5. Include the respondent’s own contract terms and conditions (unless specifically requested by the RFQ); or 3.4.6. Include the respondent as a prime contractor while also permitting one or more other respondents to offer the respon dent as a subcontractor in their own responses. 3.4.7. Exceed seventy five (75) pages in length (maps, graphs, and charts included as an appendix will not count against this page limit) 3.5. Response Errors & Revisions A Respondent is responsible for any and all errors or omissions in its response to this RFQ . A Respondent will not be allowed to alter or revise its response after the Response Deadline time and date s as detailed in RFQ § 2, Schedule of Events, unless such is formally requested in writing by the State (e.g., through a request for clarification, etc.) . 3.6. Response Withdrawal A Respondent may withdraw a response at any time before the Response Deadline time and date as detailed in RFQ § 2, Schedule of Events , by submitting a written signed request by an authorized representative of the Respondent . After withdrawing a response, a Respondent may submit another Response at any time before the Response Deadline time and date as detailed in RFQ § 2, Schedule of Events. 3.7. Response Preparation Costs The State will not pay any costs associated with the preparation, submittal, or presentation of any response . Each Respondent is solely responsible for the costs it incurs in responding to this RFQ. 4. GENERAL INFORMATION & REQUIREMENTS 03.05.25 RFQ RFQ # 40100 -51532 7 4.1. Communications 4.1.1. Respondents shall reference RFQ # 40100 -51532 in all communications relating to this solicitation, and direct any such communications to the following person designated as the Solicitation Coordinator: Joshua Polk Central Procurement Office 312 Rosa L Parks Ave, 3rd Floor 615-360-4460 Joshua.Polk@tn.gov The State will convey all official responses and communications related to this RFQ to the potential respondents from whom the State has received a Notice of Intent to Respond (refer to RFQ Section 1.3.). 4.1.2. Potential respondents with a handicap or disability may receive accommodation relating to the communication of this RFQ and participating in the RFQ process. Potential respondents may contact the RFQ Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in RFQ § 2, Schedule of Events. 4.1.3. Unauthorized contact about this RFQ with other employees or officials of the State of Tennessee may result in disqualification from contract award consideration . 4.1.4. Notwithstanding the foregoing, potential Respondents may also contact the following as appropriate: 4.1.4.1. Staff of the Governor’s Office of Diversity Business Enterprise may be contacted for assistance with respect to available minority -owned, woman -owned, service -disabled veteran -owned, businesses owned by persons with disabilities and small business enterprises as well as general public information relating to this request; or 4.1.4.2. The following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regul ations: Helen Crowley Department of General Services Central Procurement Office William R. Snodgrass TN Tower – 3rd Floor Nashville, TN 37243 Helen.Crowley@tn.gov (615) 741 -3836 4.2. Nondiscrimination No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a contract pursuant to this solicitation or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion (subject to Tenn . Code Ann. §§ 4-21-401 and 405 ), sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this solicitation shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. 4.3. Conflict of Interest 03.05.25 RFQ RFQ # 40100 -51532 8 4.3.1. The State may not consider a proposal from an individual who is, or within the past six (6) months has been, a State employee. For these purposes, 4.3.1.1. An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid; 4.3.1.2. A contract with or a proposal from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal from the employee; and 4.3.1.3. A contract with or a proposal from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six months has been, a State employee shall not be considered a contract with or a proposal from the employee a nd shall not constitute a prohibited conflict of interest. 4.3.2. This RFQ is also subject to Tenn . Code Ann . § 12-4-101—105. 4.4. Respondent Required Review & Waiver of Objections 4.4.1. Each potential respondent must carefully review this RFQ, including but not limited to, attachments, the RFQ Attachment G, pro forma Contract, and any amendments for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”). 4.4.2. Any potential respondent having questions and comments concerning this RFQ must provide such in writing to the State no later than the w ritten “Questions & Comments Deadline ” detailed in RFQ § 2, Schedule of Events. 4.4.3. Protests based on any objection shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the written “Questions & Comments Deadline. ” 4.5. Disclosure of Response Contents 4.5.1. All materials submitted to the State in response to this solicitation become property of the State of Tennessee. Respondents are cautioned not to provide any materials in response to this RFP that are trade secrets, as defined under Tenn. Code Ann. § 47 -25- 1702 and applicable law. By submitting a response to this RFP, the respondent acknowledges and agrees that the S tate shall have no liability whatsoever for disclosure of a trade secret under the Uniform Trade Secrets Act, as provided at Tenn. Code Ann. § 47-25-1701 -1709, or under any other applicable law. Selection for award does not affect this r ight. By submitting a response, a Respondent acknowledges and accepts that the full contents and associated documents submitted in response to this request will become open to public inspection in accordance with the laws of the State of Tennessee . Refer to RFQ § 2, Schedule of Events . 4.5.2. The RFQ responses will be available for public inspection only after the completion of evaluation of the RFQ or any resulting solicitation which this RFQ becomes a part of, whichever is later. 4.6. Notice of Professional Licensure , Insurance, and Department of Revenue Registration Requirements 4.6.1. All persons, agencies, firms or other entities that provide legal or financial opinions, which a Respondent provides for consideration and evaluation by the State as part of a response to this RFQ, shall be properly licensed to render such opinions. 4.6.2. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent (and Respondent employees and subcontractors, as applicable) must hold all necessary, appropriate business and professional licenses to provide service as required. The State may require any Respondent to submit evidence of proper licensure. 03.05.25 RFQ RFQ # 40100 -51532 9 4.6.3. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent must provide a valid, Certificate of Insurance indicating current insurance coverage meeting minimum requirements as may be specified by the RFQ. 4.6.4. Before the Contract resulting from this RFQ is signed, the apparent successful Respondent must be registered with the Department of Revenue for the collection of Tennessee sales and use tax. The State shall not approve a contract unless the Respondent pro vides proof of such registration or provides documentation from the Department of Revenue that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation. To register, please visit the Department of Revenue’s Tennessee Taxpayer Access Point (TNTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following: https://tntap.tn.gov/eservices/_/#1 4.7. RFQ Amendments & Cancellation 4.7.1. The State reserves the right to amend this RFQ at any time, provided that it is amended in writing. However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential respondents to meet the deadlines and revise the RFQ Schedule of Events if deemed appropriate. If a RFQ amendment is issued, the State will convey it to potential respondents who submitted a Notice of Intent to Respond (refer to RFQ § 1.3). A response must address the final RFQ (includi ng its attachments) as may be amended. 4.7.2. The State reserves the right, at its sole discretion, to cancel or to cancel and reissue this RFQ in accordance with applicable laws and regulations. 4.8. State Right of Rejection 4.8.1. Subject to applicable laws and regulations, the State reserves the right to reject, at its sole discretion, any and all proposals. 4.8.2. The State may deem as nonresponsive and reject any proposal that does not comply with all terms, conditions, and performance requirements of this RFQ. Notwithstanding the foregoing, the State reserves the right to seek clarifications or to waive, at its sole discretion, a response’s minor variances from full compliance with this RFQ. If the State waives variances in a response, such waiver shall not modify the RFQ requirements or excuse the Respondent from full compliance with such, and the State may hold any resulting vendor to strict compliance with this RFQ. 4.8.3. The State will review the response evaluation record and any other available information pertinent to whether or not each respondent is responsive and responsible. If the Solicitation Coordinator identifies any respondent that appears not to meet the responsive and responsible thresholds such that the team would not recommend the respondent for potential contract award, this determination will be fully documented for the record. (“Responsive” is defined as submitting a response that conforms in all materi al respects to the RFQ. “Responsible” is defined as having the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance. ) 4.9. Assignment & Subcontracting 4.9.1. The vendor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFQ without prior approval of the State. The State reserves the right to refuse approval, at its sole discretion, of any subcontract, transfer, or assignment. 4.9.2. If a Respondent intends to use subcontractors, the response to this RFQ must specifically identify the scope and portions of the work each subcontractor will perform (refer to RFQ Attachment B, Item B.14.). 03.05.25 RFQ RFQ # 40100 -51532 10 4.9.3. Subcontractors i dentified within a response to this RFQ will be deemed as approved by the State unless the State expressly disapproves one or more of the proposed subcontractors prior to signing the Contract. 4.9.4. The Contractor resulting from this RFQ may only substitute another subcontractor for a proposed subcontractor at the discretion of the State and with the State’s prior, written approval. 4.9.5. Notwithstanding any State approval relating to subcontracts, the Contractor resulting from this RFQ will be the prime contractor and will be responsible for all work under the Contract. 4.10. Next Ranked Respondent The S tate reserves the right to initiate negotiations with th e next ranked respondent should the State cease doing business with any respondent selected via thi s RFQ process. 03.05.25 RFQ RFQ # 40100 -51532 11 5. PROCUREMENT PROCESS & CONTRACT AWARD 5.1. The complete vendor selection will be a two -part process: (1) Qualification of Technical Responses; and (2) Review of Cost Proposal s. 5.2. Qualification of Technical Responses : Technical Responses will be short -listed for further evaluation, analysis or negotiation if they are apparently responsive, responsible, and within the competitive range (“Competitive Range”) . A Technical Response will be deemed within the Competitive Range based on the following criterion: Technical Responses that have been evaluated in Phases I and II below and have been found to be responsive and responsible are considered to be within the Competitive Range. Respondents will have Technical scores totaled and put in ordinal ranking. Only t he top ranked Respondent's cost proposal will be opened upon completion of ordinal rankings. If the State fails to come to an agreement with the Respondent, the State will move to the next ranked Respondent within the Competitive Range. Please see RFQ Sect ions 5.3 and 5. 4. for further instructions on the negotiation process. Phase I : The State will evaluate the Mandatory Requirements set forth in RFQ Attachment A on a pass/fail basis . Phase II : Following the Phase I evaluation, the State will apply a standard equitable evaluation model, which will represent a qualitative assessment of each respon se. Each response will be scored by Evaluation Team members according to the Technical Response & Evaluation Guides (See RFQ Attachments B & C). The Solicitation Coordinator will total the average score from the evaluation team for each responsive and responsible R espondent’s Technical Response Points for RFQ Attachments B & C to determine which of the Respondents are considered Qualified and within the Competitive Range . 5.2.1. The Solicitation Coordinator will invite the top three (3) ranked Respondents to make an Oral Presentation. The ranking will be determined after the Technical Response score is totaled and ranked (e.g., 1 – the best evaluated ranking, etc.). . 5.2.1.1. The Oral Presentations are mandatory. The Solicitation Coordinator will schedule Respondent Presentations during the period indicated by the RFQ Section 2, Schedule of Events. The Oral Presentations will be for a duration of One (1) Hour . Respondents should leave time for potential questions from evaluators. T he Oral Presentations will be held virtually. Any additional details regarding the Oral Presentation will be provided by the Solicitation Coordinator at the time of scheduling. The Solic itation Coordinator will make every effort to accommodate each Respondent’s schedules. When the Respondent Presentation schedule has been determined, the Solicitation Coordinator will contact Respondents with the relevant information as indicated by RFQ S ection 2, Schedule of Events. 03.05.25 RFQ RFQ # 40100 -51532 12 5.2.1.2. Respondent Presentations are only open to the invited Respondent, Proposal Evaluation Team members, the Solicitation Coordinator, and any technical consultants who are selected by the State to provide assistance to the Proposal Evaluation Team. 5.2.1.3. Oral Presentations provide an opportunity for Respondents to explain and clarify their responses and for the State to test to better understand the practical application of the good or service as applicable. Respondents must not materially alter their responses and Presentations will be limited to addressing the items detailed in RFQ Technical Response & Evaluation Guide. Respondent pricing shall not be discussed or provided during Oral Presentations. 5.2.1.4. The State will maintain an accurate record of each Respondent’s Oral Presentation session. The record of the Respondent’s Oral Presentation shall be available for review when the State opens the procurement files for public inspection. 5.2.1.5. Proposal Evaluation Team members will independently evaluate each Oral Presentation in accordance with the RFQ Attachment C., Technical Response & Evaluation Guide. 5.2.2. The Solicitation Coordinator will calculate and document the average of the Proposal Evaluation Team member scores for RFQ Attachment C., Technical Response & Evaluation Guide, and record that number as the score for Respondent’s Technical Response section. 5.3. Cost Proposal s: If cost is included for this solicitation , then Cost Proposals will be opened for the highest evaluated Respondent. If the Cost Proposal is not acceptable to the State and the Respondent, then the State will open the Cost Proposal for the next apparent highest evaluated Respondent. See RFQ Attachment D, Cost Proposal. 5.4. Clarification s and Negotiation s: The State reserves the right to award a contract on the basis of initial responses received; therefore, each response should contain the respondent’s best terms from a technical and cost standpoint. However , the State reserves the right to conduct clarifications or negotiations with respondents. All communications, clarifications, and negotiations shall be conducted in a manner that supports fairness in response improvement. 5.4.1. Clarification s: The State may identify areas of a response that may require further clarification or areas in which it is apparent that there may have been miscommunications or misunderstandings as to the State’s specifications or requirements. The State may seek to clarify those issues identifie d during one or multiple clarification round(s). Each clarification sought by the State may be unique to an individual respondent . 5.4.2. Negotiation s: The State may elect to negotiate with Qualified Respondents, within the competitive range, by requesting revised responses, negotiating costs, or finalizing contract terms and conditions. The State reserves the right to conduct multiple negotiation rounds . 5.4.2.1 . Cost Negotiations : All responsive respondents within the competitive range will be given equivalent information with respect to cost negotiations. All cost negotiations will be documented for the procurement file. Additionally, the State may conduct target pricing and other goods or services level negotiations . Target pricing may be based on 03.05.25 RFQ RFQ # 40100 -51532 13 considerations such as current pricing, market considerations, benchmarks, budget availability, or other methods that do not reveal individual respondent pricing. During target price negotiations, respondents are not obligated to meet or beat target price s, but will not be allowed to increase prices. 5.4.2.2. If the State determines costs and contract finalization discussions and negotiations are not productive, the State reserves the right to bypass the apparent best evaluated Respondent and enter into contract negotiations with the next apparent best evaluated Respondent. 5.5. Evaluation Guide The State will consider qualifications, experience, technical approach , and cost (if applicable) in the evaluation of response s and award points in each of the categories detailed below . The maximum evaluation points possible for each category are detailed below. 5.6. Contract Award 5.6.1. The Solicitation Coordinator , will determine the apparent best -evaluated response using the scoring provided by the Proposal Evaluation Team . (To effect a contract award to a Respondent other than the one receiving the highest evaluation score, the Solicitation Coordinator must provide written justification and obtain written approval of the Chief Procurement Officer and the Comptroller of the Treasury.) 5.6.2. The State reserves the right to make an award without further discussion of any response. 5.6.3. The State will issue an Evaluation Notice and make the RFQ files available for public inspection at the time and date specified in the RFQ §2, Schedule of Events. NOTICE: The Evaluation Notice shall not create rights, interests, or claims of entitlement in either the Respondent identified as the apparent best evaluated or any other Respondent. 5.6.4. The Respondent identified as offering the apparent best -evaluated must sign a contract drawn by the State pursuant to this RFQ. The contract shall be substantially the same as the RFQ Attachment G, pro forma contract. The Respondent must sign said contract no later than the Respondent Contract Signature Deadline detailed in RFQ § 2, Schedule of Events. If the Respondent fails to provide the signed contract by the deadline, the State may determine the Respondent is non -responsive to this RFQ and reject th e response. 5.6.5. Notwithstanding the foregoing, the State may, at its sole discretion, entertain limited negotiation prior to contract signing and, as a result, revise the pro forma contract terms and conditions or performance requirements in the State’s best interests, PROVIDED THAT such revision of terms and conditions or performance requirements shall NOT materially affect the basis of response Evaluation Category Maximum Points Possible Mandatory Requirements (refer to RFQ Attachment A) Pass/Fail General Qualifications, Experience, Technical Qualifications, Experience & Approach (refer to RFQ Attachment B) 20 Technical Qualifications, Experience & Approach (refer to RFQ Attachment C) 70 Oral Presentations (refer to RFQ Attachment C) 10 03.05.25 RFQ RFQ # 40100 -51532 14 evaluation or negatively impact the competitive nature of the RFQ and contractor selection process. 5.6.6. If the State determines that a response is nonresponsive and rejects it, the Solicitation Coordinator will re -calculate scores to determine (or re -determine) the apparent best -evaluated response. 03.05.25 RFQ RFQ # 40100 -51532 15 ATTACHMENT A TECHNICAL RESPONSE & EVALUATION GUIDE All Respondent s must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). All Respondent s must also detail the response page number for each item in the appropriate space below. The Solicitation Coordinator will review all responses to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail. For each item that is not addressed as required, the Solicitation Coordinator must review the responses and attach a written determination. In addition to the Mandatory Requirement Items , the Solicitation Coordinator will review each response for compliance with all RFQ requirements. RESPONDENT LEGAL ENTITY NAME: Response Page # (Responden t completes) Item Ref. Section A — Mandatory Requirement Items Pass/Fail The Technical Response must be delivered to the State no later than the Technical Response Deadlin e specified in the RFQ § 2, Schedule of Events. The Technical Response must not contain cost or pricing information of any type. The Technical Response must not contain any restrictions of the rights of the State or other qualification of the response . A Respondent must not submit alternate response s. A Respondent must not submit multiple response s in differ ent forms (as a prime and a sub contractor). A.1. Provide the Statement of Certifications and Assurances ( RFQ Attachment E) completed and signed by an individual empowered to bind the Respondent to the provisions of this RFQ and any resulting contract. The document must be signed without exception or qualification. A.2. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall perform work under the contract has a possible conflict of interest ( e.g., employment by the State of Tennessee) and, if so, the nature of that conflict. NOTE: Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to cancel any award. A.3. Provide a current bank reference indicating that the Respondent maintains a satisfactory business relationship with the financial institution. Such reference must be written in the form of a standard business letter, signed, and dated within the past three (3) months. A.4. Respondent shall provide evidence that they have experience perform ing work similar to that request ed within the scope at 03.05.25 RFQ RFQ # 40100 -51532 16 RESPONDENT LEGAL ENTITY NAME: Response Page # (Responden t completes) Item Ref. Section A — Mandatory Requirement Items Pass/Fail Attachment G, Pro Forma Contract. Evidence shall be provide d, from at least two (2) State Department s of Transportation or other governmental entity, or private entity, confirming and detailing the specific work of the respondent that correlates to the work requested in the State’s Pro Forma Contract via signed official letterhead of the respective entity. This is a separate requirement from the Reference Questionnaire requirement (Attachment F); however, the two letters needed to meet A.4 can be provided from the same references the Respondent uses to meet Attachment F , so long as the reference letter meet s all requirements above. State Use – RFQ Coordinator Signature, Printed Name & Date: 03.05.25 RFQ RFQ # 40100 -51532 17 ATTACHMENT B TECHNICAL RESPONSE & EVALUATION GUIDE SECTION B: GENERAL QUALIFICATIONS & EXPERIENCE. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. Evaluation Team members will independently evaluate and assign one score for all responses to Section B — General Qualifications & Experience Items. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B — General Qualifications & Experience Items B.1. Detail the name, e -mail address, mailing address, telephone number, and facsimile number , if applicable, of the person the State should contact regarding the response . B.2. Describe the Respondent’s form of business ( i.e., individual, sole proprietor, corporation, non -profit corporation, partnership, limited liability company) and business location (physical location or domicile). B.3. Detail the number of years the Respondent has been in business. B.4. Briefly describe how long the Respondent has been performing the goods or services required by this RFQ. B.5. Describe the Respondent’s number of employees, client base, and location of offices. B.6. Provide a statement of whether there have been any mergers, acquisitions, or sales of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details. B.7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees, agents, independent contractors, or subcontractors, proposed to provide work on a contract pursuant to this RFQ, have been convicted of, ple d guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details. B.8. Provide a statement of whether, in the last ten (10) years, the Respondent has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If so, include an explanation providing relevant details. B.9. Provide a statement of whether there is any material, pending litigation against the Respondent that the Respondent should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this RFQ or is likely to have a 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 RFQ. 03.05.25 RFQ RFQ # 40100 -51532 18 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 such licensure detailing the state of licensure and licensure number for each person or entity that renders such opinions. B.10. Provide a statement of whether there is any pending or in progress Securities Exchange Commission investigations involving the Respondent. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it will impair the Respondent’s performance in a contract pursuant to this RFQ. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. 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 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 RFQ ( e.g., prior experience, training, certifications, resources, program and quality management systems, etc.). B.12 . Provide a narrative description of the proposed contract team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to provide the goods or services required by this RFQ, illustrating the lines of authority, and designating the individual responsible for the completion of each task and deliverable of the RFQ. B.13. Provide a personnel roster listing the names of key people who the Respondent will assign to perform tasks required by this RFQ along with the estimated number of hours that each individual will devote to the required tasks . Follow the personnel 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 accomplish the work required by this RFQ, 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 work 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 RFQ. 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-year period. If so, provide the following information for all current and completed contracts: 03.05.25 RFQ RFQ # 40100 -51532 19 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B — General Qualifications & Experience Items (a) the name , title, telephone number and e -mail address of the State contact responsible for the contract at issue ; (b) the name of the procuring State agency; (c) a brief description of the contract’s specification for goods or scope of services; (d) the contract term; and (e) the contract number . 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 ▪ 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 five references from three different persons in accordance with the instructions in Attachment F. SCORE (for all Section B — Qualifications & Experience Items above) : (maximum possible score = 20) State Use – Evaluator Identification: 03.05.25 RFQ RFQ # 40100 -51532 20 ATTACHMENT C TECHNICAL RESPONSE & EVALUATION GUIDE SECTION C: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH . The Respondent should explain its approach to p roviding goods or services to the State. The items listed below represent specific questions the State would request you answer in your response . For ease of review, please annotate your explanation so that it contains references to the items listed below where they are addressed. Respondent should not feel constrained to answer only the specific questions listed below in its explanation and sho uld feel free to provide attachments if necessary in an effort to provide a more thorough response . The Evaluation Team, made up of three (3) 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 calculatin g the section scores 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 the Respondent ’s understanding of the State’s requirements and project schedule. 1 C.2. Provide a narrative that illustrates how the Respondent will perform monitoring of stream and wetland mitigation sites, per Section A.3. of the Pro Forma Contract. Provide samples from previous work of SQT data report -outs as well as sample monitoring reports fro m previous work that further illustrate the respondent’s ability to perform mitigation site monitoring including vegetation surveys, stream channel measurements, stream surveys, and other related items. 5 C.3. Provide a narrative that illustrates the Respondent’s experience collecting soil and water samples and developing reports. Provide sample reports from previous work that further illustrate the respondent’s experience and abilities. Can include invertebrat e, water quality, soil, and other related items. 1 C.4. Provide a narrative that illustrates how the Respondent will perform corrective actions on stream and wetland mitigation sites, per Section A.4. of the Pro Forma Contract. Provide sample corrective action plans from previous work that further illustrate the respondent’s process and abilities to provide this service. 5 C.5. Provide both sample invasive species control plans from previous work and a narrative describing the 5 03.05.25 RFQ RFQ # 40100 -51532 21 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C — Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score Respondent’s process for identifying, building and executing invasive species control plans, per Section A.4.f and A.4.g. of the Pro Forma Contract. C.6. Describe the Respondent’s experience for sediment & silt remediation, slope stabilization and stream bank stabilization. 5 C.7. Provide a narrative that illustrates the Respondent’s ability to meet the requirements of Pro Forma Contract Section A.5. Including development/approval of mitigation banks, full delivery mitigation projects, design of mitigation projects, management of mitigation sites, providing long term management/stewardship, and other related items. 10 C.8. Provide a narrative that illustrates the Respondent’s process and abilities for obtaining 404/401 permits, developing and implementing Erosion and Sediment Control Plans and Stormwater Pollution Prevention plans per Section A.6. of the Pro Forma Contract. Provide sample plans from previous work of each type of plan that further illustrate the respondent’s process and abilities. 1 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 70 (maximum possible score) = SCORE: Maximum Possible Raw Weighted Score (i.e., 5 x the sum of item weights above) State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: 03.05.25 RFQ RFQ # 40100 -51532 22 RFQ ATTACHMENT C — SECTION 2 TECHNICAL RESPONSE & EVALUATION GUIDE SECTION C: ORAL PRESENTATION. The Respondent must address ALL Oral Presentation Items (below). A Proposal Evaluation Team, made up of three or more State employees, will independently evaluate and score the oral presentation 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: Oral Presentation Items Item Score Evaluation Factor Raw Weighted Score D.1. Detail previous work experience directly related to the scope of work requested and discuss the experiences and lessons learned from this work. 10 D.2. Demonstrate your ability to provide complex technical information to a non -technical audience, provide a narrative discussing your process for working with regulatory agencies, developing mitigation banks, monitoring stream and wetland mitigation sites as well as your process for developing and executing corrective action plans, invasive s pecies control plans, erosion and sediment control and pollution prevention plans. 10 Total Raw Weighted Score (sum of Raw Weighted Scores above) : The Solicitation Coordinator will use this sum and the formula below to calculate the score. Numbers rounded to two (2) places to the right of the decimal point will be standard for calculations. total raw weighted score X 10 (maximum section score) = SCORE: maximum possible raw weighted score (i.e., 5 x the sum of item weights above) State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: 03.05.25 RFQ RFQ # 40100 -51532 23 ATTACHMENT D Cost Proposal NOTICE: THIS COST PROPOSAL MUST BE COMPLETED EXACTLY AS REQUIRED COST PROPOSAL SCHEDULE — The Cost Proposal , detailed below, shall indicate the proposed price for the delivery of specified goods for the entire scope of service s including all services defined in the Scope of Services of the RF Q Attachm ent G , pro forma Contract and for the entire contract period. The Cost Proposal shall remain valid for at least 120 days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract resulting from this RF Q. All monetary amounts shall be in U.S. currency and limited to two (2) places to the right of the decimal point. The State will open the Cost Proposal for the highest evaluated Respondent. NOTICE: Notwithstanding the line item of cost s herein, pursuant to the second paragraph of the pro forma contract section C.1. (refer to RF Q Attachment G), “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 entity responding to the provisions of this RFQ and any contract awarded pursuant thereto . If said individual is not responding in an individual capacity or is the President or Chief Executive Officer , this document must attach evidence showing the individual’s authority to legally bind the entity responding to this RFQ . Service Description Maximum Per Hour Maximum Per Hour Maximum Per Hour Maximum Per Hour Maximum Per Hour YEAR ONE DATES YEAR TWO DATES YEAR THREE DATES YEAR FOUR DATES YEAR FIVE DATES Project Manager $____ $____ $____ $____ $____ Senior Engineer $____ $____ $____ $____ $____ Staff Engineer $____ $____ $____ $____ $____ Senior Environmental Specialist $____ $____ $____ $____ $____ Staff Environmental Specialist $____ $____ $____ $____ $____ CADD operator/GIS Analysist $____ $____ $____ $____ $____ Clerical Support $____ $____ $____ $____ $____ Equipment Operator $____ $____ $____ $____ $____ Laborer $____ $____ $____ $____ $____ Surveyor $____ $____ $____ $____ $____ 03.05.25 RFQ RFQ # 40100 -51532 24 ATTACHMENT E STATEMENT OF CERTIFICATIONS AND ASSURANCES An individual responding in his or her individual capacity or legally empowered to contractually bind the Respondent must complete and sign the Statement of Certifications and Assurances below as required , and this signed statement must be included with the response as required by the Request for Qualifications . 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 RFQ. 2. The Respondent will provide all specified goods or services as required by the contract awarded pursuant to this RFQ. 3. The Respondent accepts and agrees to all terms and conditions set out in the contract awarded pursuant to this RFQ . 4. The Respondent acknowledges and agrees that a contract resulting from the RFQ shall incorporate, by reference, all Response responses as a part of the contract. 5. The Respondent will comply, as applicable, 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 best of the undersigned’s knowledge, information or belief, the information detailed within the Response to the RFQ is accurate. 7. The Response submitted to the RFQ was independently prepared, without collusion, and 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 the request or any potential resulting contract. 9. The Response submitted in response to the RFQ shall remain valid for at least 120 days subsequent to the date of the Response opening and thereafter in accordance with any contract pursuant to the RFQ. 10. The Respondent affirms the following statement, as required by the Iran Divestment Act Tenn. Code Ann. § 12-12-111: “By submission of this bid, each bidder and each person signing 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 signature below, the signatory certifies legal authority to bind the responding entity to the provisions of this request and any contract awarded pursuant to it. The State may, at its sole discretion and at any time, require evidence documenting the signatory’s authority to be personally bound or to legally bind the responding entity. DO NOT SIGN THIS DOCUMENT IF YOU ARE NOT LEGALLY AUTHORIZED TO DO SO BY THE ENTITY RESPONDING TO THIS RFQ . SIGNATURE & DATE: PRINTED NAME & TITLE: 03.05.25 RFQ RFQ # 40100 -51532 25 LEGAL ENTITY NAME : 03.05.25 RFQ RFQ # 40100 -51532 26 REFERENCE QUESTIONNAIRE The standard reference questionnaire provided on the following pages of this attachment MUST be completed by all individuals offering a reference for the Respondent . The Respondent will be 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 RF Q and which represent: ▪ two (2) contracts Respondent currently services that are similar in size and scope to the services required by this RF Q; and ▪ three (3) completed contracts that are similar in size and scope to the services required by this RFQ. 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 at RFQ Attachment F. 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 RF Q Attachment F 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 RFQ Attachment F 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; ATTACHMENT F 03.05.25 RFQ RFQ # 40100 -51532 27 (iii) E-mail the reference directly to the Solicitation Coordinator by the RFQ Technical Response Deadline with the Subject line of the e -mail as “[Respondent’s Name] Reference for RFQ # 40100 -51532 ”. 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. ▪ 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. 03.05.25 RFQ RFQ # 40100 -51532 28 RFQ # 40100 -51532 REFERENCE QUESTIONNAIRE RESPONDENT NAME : RESPONDENT NAME (completed by respondent before reference is requested) The “re spondent name ” specified above, intends to submit a response to the State of Tennessee in response to the Request for Qualifications (RFQ ) indicated. As a part of such response , the re spondent must include a number of completed and sealed reference 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; ▪ 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 respondent . (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: (3) What goods or services do /did the vendor provide to your company or organization? (4) If the goods or services that the vendor provided to your company or organization are completed, were the goods or services completed in compliance with the terms of the contract, on time, and within budget? If not, please explain. 03.05.25 RFQ RFQ # 40100 -51532 29 (5) If the vendor is still providing goods or services to your company or organization, 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 vendor’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) 03.05.25 RFQ RFQ # 40100 -51532 30 ATTACHMENT G RFQ # 40100 -51532 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 RFQ. 1 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF TRANSPORTATION AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of Transportation (“State” ) and Contractor Legal Entity Name (“Contractor” ), is for the provision of stream and wetland mitigation services , as further defined in the " SCOPE ." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is a/an Individual, For -Profit Corporation, Non -Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company . Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number A. SCOPE : A.1. The Contractor shall provide all goods or service s 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. “404 / 401 permits ” ,means p ermits issued by the Corps of Engineers and Tennessee Department of Environment and Conservation under Section s 404 and 401 of the Clean Water Act at 33 U.S.C.§ 1344 and 1341 . b. “EMO ” means Environmental Mitigation Office . c. “SQT” means Stream Quantification Tool . d. “TDEC ” means the Tennessee Department of Environment and Conservation . e. “TDOT ” means the - Tennessee Department of Transportation . f. “USACE ” means the United States Army Corps of Engineers . A.3. Monitoring . The Contractor should provide monitoring of stream and wetland mitigation sites as directed by the EMO. Upon receipt of an individual Work Order as described in A. 7. of this Contract, the Contractor shall provide all requested services, including but not limited to, the following: a. Collection of SQT data as specified in the 404/401 permits. b. Development of monitoring reports as required by 404/401 permits. c. Conduct TDEC hydrological determinations and USACE stream jurisdictional determinations. d. USACE wetland delineations using appropriate regional supplements e. Vegetation surveys as specified in the 404/401 permits. f. Stream Channel stability analysis for SQT, existing condition score, or as specified in the 404/401 permits . g. Establish permanent monuments for cross -sections, vegetation plots, and photographs. h. Furnish, install, and repair fencing and/or signage. i. Install and maintain monitoring devices and equipment as specified in the 404/401 permits. The Contractor shall conduct s oil or water sampling for hazardous materials , biology, water quality, chemistry , and for any other parameters as requested by the State. . The Contractor shall identify samples to be collected in the work order along with references to the SOP that dictates how these samples are to be handled and how data should be reported. A.4. Repairs . The Contractor shall perform corrective actions on stream and wetland mitigation sites as directed by the EMO. Upon receipt of an individual Work Order as described in A. 7. of this Contract, the Contractor shall provide all requested services, including but not limited to, the 2 following: a. Develop corrective action plans for stream and wetland mitigation projects for State review and approval, then coordinated for regulatory review and approval b. Implement corrective action plans for stream and wetland mitigation projects. c. Evaluate stream bank erosion and develop plans or proposals to make repairs, after State approval coordinate regulatory review and approval. d. Implement stream bank and slope stabilization using various methods such as hard armoring, bioengineering, live stakes, and fiber matting. e. Repair of common stream mitigation structures, such as riffles, weirs, jhooks, and cross vanes. f. If invasive species are encountered during monitoring and exceeds permit conditions, then at the State’s instruction the Contractor shall put together an invasive species control plan to remove the invasive species. The Contractor shall ensure that the invasive species control plan includes invasive species identification, plan to eradicate the invasive species such as herbicide applications, mowing, and weeding, replant ing native vegetation per the mitigation plan TDOT Roadway Design Guidelines and enviro nmental notes in the plans shall be consulted if necessary. g. Mapping of invasive species locations, areas where vegetation management is recommended, areas with repair recommendations, and as specified at the direction of EMO. h. Perform survey, excavation and repairs of mitigation sites as needed. i. Sediment and silt remediation. The Contractor shall obtain state and federal water quality permits before repair work commences. j. Slope and bank stabilization. The Contractor shall obtain state and federal water quality permits before repair work commences. k. Install signage around mitigation projects as directed in the associated work order and as required in 404/401 permits and at EMO direction. l. Install, repair, and maintain fencing at mitigation projects. A.5. Mitigation Bank and PRM development . The Contractor shall produce stream and wetland mitigation credits and construct mitigation projects as directed by the EMO. Upon receipt of an individual Work Order as described in A. 7. of this Contract, the Contractor shall provide all requested services, including but not limited to, the following: a. Establishment of stream and wetland mitigation banks as specified in the associated work order for TDOT use. b. Develop full delivery mitigation projects for TDOT as needed and following USACE mitigation bank development guidance. and federal mitigation rule c. Develop, design, and/or implement natural channel stream design projects. Details would be coordinated with State before development of work order. d. Develop narrative mitigation plans for State review and use in obtaining 404/401 permits. e. Provide site management, long term management, and stewardship for mitigation projects. A.6. Permitting and stormwater . The Contractor shall produce complete and accurate water quality and stormwater permit applications with TDEC and USACE as directed by the EMO. Upon receipt of an individual Work Order as described in A. 7. of this Contract, the Contractor shall provide all requested services, including but not limited to, the following: a. Assist TDOT in obtaining any required 404/401 or stormwater permits required to perform work. b. Obtain 404/401 permits and storm water permits. c. Provide regulatory coordination and support for advancing mitigation projects and activities. d. Develop Erosion and Sediment Control plans and Stormwater Pollution Prevention Plans for EMO review and use in obtaining National Pollution Discharge Elimination System permits. e. Providing seeding and stabilization of erosion following TDOT EPSC guidance for stabilization and seeding rates. A.7. Work Orders a. Contractor shall be engaged to perform work under this Contract (the “Work”) utilizing the “Statement of Work (“SOW”) form . See Attachment Four in accordance with the resulting “Work Order” (See Attachment Five). Any services to be performed by Contractor shall only be authorized with the issuance of individual work orders as project needs arise per Attachments 3 Three through Five . Any expenses related to oral and/or written requests for work that do not come from the Environmental Compliance Unit or the TDOT Environmental Division Director shall not be eligible for compensation. i. The State will provide a request for SOW to the Contractor with attachments describing the Work to be performed, which may include special instructions and conditions. ii. The Contractor then shall submit a project proposal that identifies manpower requirements, including a project team list for State review and approval. The Contractor shall base manpower on the job classifications in Attachment Two. The Contractor shall ensure that b illing for qualified personnel is not be at a higher rate than the Job Title for which the individual qualifies, not to exceed the applicable rate listed in Section C.3. The Contractor shall not bill the State at a higher personnel rate than wha t is required to perform the work. The Contractor shall not be reimbursed for any costs prior to the execution of the Work Order. iii. Upon agreement by the State and the Contractor on the Contractor’s proposal to the SOW, the State shall execute a Work Order. In the event that a Work Order must be modified, the parties shall amend in writing. b. In response to a SOW, Contractor shall submit a Work Order form providing Contractor’s positions, price per hour and number of hours in the form attached in Attachment 5. The State will review the SOW proposal and either request revisions or approve the SOW proposal. Once the SOW proposal has been approved and executed by State, the parties will prepare and execute a Work Order for the Work. i. The Contractor's SOW proposal shall be submitted within fifteen (15) business days of the receipt of the SOW. ii. The State shall execute the Work Order to document the proposal. Any changes to the Work Order after execution shall be as amended in writing. A.9. The Contractor shall supply current, active licenses to State upon request for applicable positions in conjunction with submission of Work Order. A.10. 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 general ly offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformanc e of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge. Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract. Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s 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 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.11. 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) 4 days following delivery of goods or performance of services the State does not provide a notice of any Defects , the goods or services shall be deemed to have been accepted by the State. B. TERM OF CONTRACT : This Contract shall be effective on DATE (“Effective Date”) and extend for a period of Sixty (60) months afte r the Effective Date (“Term”). The State shall have no obligation for goods 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 Fifteen Million Dollars and Zero Cents ($15,000,000.00 ) (“Maximum Liability”) . This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purc hase order is issued to Contractor by the State or as otherwise specified by this Contract . C.2. Compensation Firm . The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology include s 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 for Work as set forth in each Work Order. Such compensation shall be calculated in accord ance with the following: a. The Contractor’s compensation for Work provided under a Work Order shall be contingent upon the satisfactory provision of goods or services as set forth in the Work Order. The Contractor shall be compensated based upon the following payment methodology whi ch will be used to set forth the maximum liability of each Work Order: Service Description Maximum Per Hour Maximum Per Hour Maximum Per Hour Maximum Per Hour Maximum Per Hour YEAR ONE DATES YEAR TWO DATES YEAR THREE DATES YEAR FOUR DATES YEAR FIVE DATES Project Manager $____ $____ $____ $____ $____ Senior Engineer $____ $____ $____ $____ $____ Staff Engineer $____ $____ $____ $____ $____ Senior Environmental Specialist $____ $____ $____ $____ $____ Staff Environmental Specialist $____ $____ $____ $____ $____ CADD operator/GIS Analysist $____ $____ $____ $____ $____ Clerical Support $____ $____ $____ $____ $____ 5 Equipment Operator $____ $____ $____ $____ $____ Laborer $____ $____ $____ $____ $____ Surveyor $____ $____ $____ $____ $____ a. Direct costs incurred by the Contractor may be reimbursable only upon advance written approval of the State. All such direct costs shall be directly related to the accomplishment of Contractor’s work under this Contract and shall conform to all other applicable terms and conditions of this Contract, including without limitation Section C.4. and Section E.8 . C.4. Travel Compensation . Compensation to the Contractor for travel, meals, or lodging shall be subject to amounts and limitations specified in the current “State Comprehensive Travel Regulations ” and shall be limited to the amounts specified in the Work Order. The Contractor must include (in addition to other invoice requirements of this Contract) a complete itemization of requested travel compensation and appropriate documentation and receipts as required by the "State Comprehensive Travel Regulations. " C.5. Invoice Requirements . The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3 ., above . Contractor shall submit i nvoices 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 : Environmental Division James K. Polk Bldg.; 9th Floor 505 Deaderick Street Nashville, TN 37243 tdot.env.mitigation@tn.gov CC: Ben.brown@tn.gov a. Each invoice , on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly): (1) Invoice number (assigned by the Contractor) ; (2) Invoice date; (3) Contract number (assigned by the State) ; (4) Customer account name: Department of Transportation, Environmental ; (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 service s provided and invoiced, including identifying information as applicable; (11) Number of delivered or c ompleted 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 invoice s shall: 6 (1) Only include charges for goods delivered or service s 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 service s 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 service s provided , or as approval of any amount invoiced. C.7. Invoice Reductions . The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided . C.8. Deductions . The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee , any amounts that are or shall become due and payable to the State of Tennessee by the Contractor. C.9. Prerequisite Documentation . The Contractor shall not invoice the State under this Contract until the State has received the following , properly completed documentation . a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and b. The Contractor shall complete, sign, and return to the State the State -provided W-9 form. The taxpayer identification number o n 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, n otices, 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 Pa rty at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party. 7 The State: Ben Brown Tennessee Department of Transporation Suite 900 505 Deaderi ck St. Nashville TN 37243 Ben.brown@tn.gov Telephone # 615-253-2474 The Contractor: Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required. D.3. Modification and Amendment . This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials . D.4. Subject to Funds Availability . The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State a ny actual, general, special, incidental, consequential, or any other damages of any description or amount. D.5. Termination for Convenience . The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized service s completed as of the termination date . In no event shall the State be liable to the Contractor for compensation for any good s neither requested nor accepted by the State or for any service s neither requested by the State nor satisfactorily performed by the Contractor . In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract. D.6. Termination for Cause . If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”), the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods . Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract. D.7. Assignment and Subcontracting . The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State . Notwithstanding any use of the approved subcontractors , the Contractor 8 shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract. D.8. Conflicts of Interest . The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work co ntemplated or performed under this Contract. The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee. D.9. Nondiscrimination . The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Cont ractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscriminat ion and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. D.10. Prohibition of Illegal Immigrants . The requirements of Tenn. Code Ann. § 12 -3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract. a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment One, 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 cont racts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request. b. Prior to the use of any subcontractor in the performance of this Contract, and semi - annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the servic es 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 federal Department of Homeland Security and who, under federal immigration laws or 9 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 prepa red in accordance with generally accepted accounting principles. D.12. Monitoring . The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives. D.13. Progress Reports . The Contractor shall submit brief, periodic, progress reports to the State as requested. D.14. Strict Performance . Failure by any Party to this Contract to require, in any one or more cases , the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties. D.15. Independent Contractor . The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities . Nothing in this Contract shall be construed to create an employer/employee relationship o r to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employee s or agents of the other Party. D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act ( “PPACA ”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax , or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless f rom any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilit ies 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, exemp lary 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 u nder 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 c laims 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 resul t in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section. 10 D.19. Hold Harmless . The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shal l be liable for the reasonable cost of attorneys ’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract . In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor, through its attorney s, 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, t he State and Contractor shall comply with obligations under the Health Insurance Portability and Accountability Act of 1996 ( “HIPAA ”), Health Information Technology for Economic and Clinical Health ( “HITECH ”) Act and any other relevant laws and regulations regarding privacy (collectively the “Privacy Rules”). The obligations set forth in this Section shall survive the termination of this Contract. a. Contractor warrants to the State that it is familiar with the requirements of the Privacy Rules, and will comply with all applicable requirements in the course of this Contract. b. Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers required by the Privacy Rules, in the course of performance of the Contract so that both parties will 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 without 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 and notwithstanding any provision of this Contract to the contrary, the Contractor agrees that if it is later determined that the tr ue 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 amoun t of retirement benefits the Contractor received from TCRS during the Term. 11 D.22. Tennessee Department of Revenue Registration. The Contractor shall comply with all applicable registration requirements contained in Tenn. Code Ann. §§ 6 7-6-601 – 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 ( federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiv ing stolen property; c. are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed in section b. of this certification; and d. have not within a three (3) year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default. The Contractor shall provide immediate written notice to the State if at any time it learns that there was an earlier failure to disclose information or that due to changed circumstances, its principals or the principals of its subcontractors are excluded, disqualified , or presently fall under any of the prohibitions of sections a -d. 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 extent 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 or ot her means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this Contract . Except as set forth in this Section, any failure or delay by a Party in the performance of its obligations under this Contract arising from a 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 Majeure E vent continues, provided that the Party continues to use diligent, good faith efforts to re sume 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 prompt ly 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, upon no tice to Contractor: (a) cease payment of the fees for the affected obligations until Contractor re sumes performance of the affected obligations; or (b) immediately terminate this Contract or any purchase order, in whole or in part, without further payment except for fees then due and payable. Contractor will not increase its charges under this Contract or charge the State any fees other than those provided for in this Contract as the result of a Force Majeure Event. 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. 12 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 venue for all claims, disputes, or disagreements arising under this Contract . The Contractor acknowledges and agrees that any rights , claims , or rem edies against the State of Tennessee or its employees arising under this Contract shall be subject 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, representations, 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 Contract 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 document s is included as a part of this Cont ract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s duties, responsibilities, and performance under this Contract, these items shal l 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 One through Five; 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 proc ess 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 T enn. 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 knowledge 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 coverage, 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 professional 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 the State. To the extent that Contractor is unable to obtain insurance coverage containing such a waiver, Contractor agrees to indemnify and hold harmless the State as well as its officers, agents, and employees from and against any and all 13 subrogation claims, liabilities, losses, and causes of action which may arise, accrue, or result to any insurer who provides insurance coverage carried by Contractor, regardless of negligence. In any such claim or action brought against the State, the Contractor shall satisfy and indemnify the State for the amount of any settlement 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 Con tractor notice of any such claim or suit ; however, the failure of the State 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 gra nt 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. 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 har mless 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 National 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 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 in surance or that subcontractors 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 r equired is a material breach of this Contract. If 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 reasonably 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 14 limits shown in this Contract; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and minimum required policy limits, which are applicable to a given loss, shall be available to the State. No represent ation is made that the minimum insurance requirements of the Contract are sufficient to cover the obligations of the Contractor arising under this Contract. The Contractor shall obtain and maintain, at a minimum, the following insurance coverages and poli cy 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 operations, 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 limit s 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 general 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: 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). 15 2) The Contractor shall maintain bodily injury/property damage with a limit not less than one million dollars ($1,000,000) per occurrence or combined single limit. d. Professional Liability Insurance 1) Professional liability insurance shall be written on an occurrence basis or on a claims -made basis. If this coverage is written on a claims -made basis, then: i. The retroactive date must be shown, and must be on or before the earlier of the Effective Date of the Contract or the beginning of Contract work or provision of goods and services; ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) full years from the date of the final Contract payment; and iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date on or prior to the Contract Effective Date, the Contractor must purchase “extended reporting” or “tail coverage” for a minimum of five (5) full years from the date of the final Contract payment. 2) Any professional liability insurance policy shall have a limit not less than one million dollars ($ 1,000,000 ) per claim and two million dollars ($ 2,000,000 ) in the aggregate; and 3) If the Contract involves the provision of services by medical professionals, a policy limit not less than three million ($3,000,000 ) per claim and three million dollars ($3,000,000) in the aggregate for medical malpractice insurance. 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 communication, that the Contractor will have access to, acquire, or is provided to the Contractor by the State or acquired by the Contractor on behalf of the State shall be regarded as “Confidential I nformation .” The State grants the Contractor a limited 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 I nformation , regardless of whether it has been disclosed or made available to the Contractor due to intentional or negligent actions or inactions of agents of the State or third parties. Confidential I nformation 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, th e obligations set forth in this Section shall survive the termination of this Contract. 16 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. Code 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 Contract 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 (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. 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 offic er or employee of an agency, a m ember of Congress, an officer or employee of Congress, or an employee of a m ember of Congress in conne ction with the awarding of any f ederal 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 office r or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a m ember 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 17 contracts under grants, loans, and cooperative agreements) and that all subrecipients 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.4. 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 to 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 f ederal 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 f ederal 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 Reven ue Code of 1986. (To determine if the public has access to the compensation in formation, 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. (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 (Revis ed 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 18 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 unl ess and until the Contractor is in full compliance with the above requirements. E.5. State Furnished Property . The Contractor shall be responsible for the correct use, maintenance, and protection of all articles of nonexpendable, tangible personal property furnished by the State for the Contractor’s use under this Contract. Upon termination of this Contract, al l property furnished by the State shall be returned to the State in the same condition as when received, less ordinary wear and tear . Should the property be destroyed, lost, or stolen, the Contractor shall be responsib le to the State for the fair market value of the property at the time of loss. E.6. Partial Takeover of Contract . The State may, at its convenience and without cause, exercise a partial takeover of any service that the Contractor is obligated to perform under this Contract, including any service which is the subject of a subcontract between Contractor and a third party (a “Partial Takeover”). A Partial Takeover of this Contract by the State shall not be deemed a breach of contract. The Contractor shall be given at least thirty ( 30) days prior written notice of a Partial Takeover . The notice shall specify the area s of service the State will assume and the date the State will be assuming . The State’s exercise of a Partial Takeover shall not alter the Contractor’s other duties and responsibilities under this Contract. The State reserves the right to withhold from the Contractor any amount s the Contractor would have been paid but for the State’s exercise of a Partial Takeover . The amounts shall be withheld effective as of the date the State exercises its right to a Partial Takeover . The State’s exercise of its right to a Partial Takeover of this Contract shall not entitle the Contractor to any actual, general, special, incidental, consequential, or any other damages irrespective of any description or amount. E.7. State Ownership of Deliverables. The State shall have ownership, right, title, and interest in all deliverables provided by Contractor under this Contract including full rights to use the deliverables as needed by the State. The deliverables shall include any software, applications, mod els, work product, and any other deliverable developed by the Contractor pursuant to this Contract. E.8. Reimbursement . This Contract provides for reimbursement of the cost of goods, materials, supplies, equipment, or contracted services. Any goods, materials, supplies, equipment or contracted services procured by Contractor under this Contract shall be procured on a competitive basis when practicable. The Contractor shall maintain documentation supporting Contractor’s request for reimbursement . In each instance where it is determined that use of a competitive procurement method was not practica ble, Contractor shall seek approval of the Department of Transportation Commissioner to procure by non-competitive procurement as a condition for reimbursement . E.9. Extraneous Terms and Conditions . Contractor shall fill all orders submitted by the State under this Contract. No purchase order, invoice, or other documents associated with any sales, orders, or supply of any good or service under this Contract shall contain any terms or conditions ot her 19 than as set forth in the Contract. Any such extraneous terms and conditions shall be void, invalid and unenforceable against the State. Any refusal by Contractor to supply any goods or services under this Contract conditioned upon the State submitting to any extraneous terms and conditions shall be a material breach of the Contract and constitute an act of bad faith by Contractor IN WITNESS WHEREOF, CONTRACTOR LEGAL ENTITY NAME : CONTRACTOR SIGNATURE DATE PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above) DEPARTMENT OF TRANSPORTATION: WILL REID , COMMISSIONER DATE APPROVED AS TO FORM AND LEGALITY LESLIE SOUTH, GENERAL COUNSEL DATE 20 ATTACHMENT ONE 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 th is Contract. CONTRACTOR SIGNATURE NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. Attach evidence documenting the individual’s authority to contractually bind the Contractor , unless the signatory is the Contractor’s chief executive or president . PRINTED NAME AND TITLE OF SIGNATORY DATE OF ATTESTATION 21 ATTACHMENT TWO Job Descriptions A. Project Manager Responsibility : Reports to Program Manager/Principal -In-Charge. Provides assignment of project tasks and daily supervision to personnel. Provides day -to-day project management and oversight of assigned projects. Responsible for the tracking and reporting of project status from conception an d implementation through the successful completion of the assigned project. Responsible for all project related scoping, budgeting, scheduling and resource allocations for assigned projects. Responsible for maintaining current and accurate project status a nd tracking reports for project scopes, costs, schedules and any proposed project related modifications. Responsible for entering all project related products, supporting data, documents, correspondence or other project related data into a searchable database. Qualifications : A minimum of seven (7) years of full -time experience performing work described in the scope of this Contract, as well as three (3) years of experience as a supervisor of professional staff. B. Senior Engineer Responsibility : Reports to Project Manager or Program Manager. Plans and oversees investigation, design, and implementation of solutions to engineering -related problems, environmental assessments, remedial actions, and the like as required by a registered engineer. Qualifications : State of Tennessee registered engineer. A minimum of five (5) years of increasingly responsible full -time experience as a registered professional engineer performing engineering work such as is described in the scope of this Contract. C. Staff Engineer Responsibility : Reports to Project Manager. Investigates, designs, and implements solutions to engineering -related problems, environmental assessments, remedial actions, and the like as would customarily be required of a registered engineer in accordance with their area o f expertise. Qualifications : State of Tennessee registered professional engineer. A minimum of four (4) years of increasingly responsible, full -time experience performing work such as is described in the scope of this Contract. D. Senior Environmental Specialist Responsibility : Reports to Project Manager. Plans, conducts, and documents scientific investigations pertaining to their particular field of discipline and expertise. Responsible for overseeing a wide variety of operations, testing, and data acquisition and interpretation s for work related to the scope of this Contract. Provides complete and accurate documentation of work performed. Qualifications : Bachelor’s Degree in engineering, biology, microbiology, chemistry, water resources or similar discipline from a fully accredited university, with a minimum of ten (10) years of increasingly responsible full -time experience in their field in environmental work (such field must be a field of work covered by the scope of this Contract). E. Staff Environmental Specialist Responsibility : Reports to Project Manager. Conducts and documents investigations and other assignments pertaining to their particular field of discipline and expertise. Responsible for overseeing a wide variety of operations, testing, and data acquisition and interpretat ions 22 for work related to the scope of this Contract. Provides complete and accurate documentation of work performed. Qualifications : Associate’s Degree in engineering, biology, microbiology, chemistry, water resources or similar discipline from a fully accredited university, with a minimum of five (5) years of increasingly responsible full -time experience in their field in environmental work (such field must be a field of work covered by the scope of this Contract). In lieu of an Associate’s Degree in engineering, biology, microbiology, chemistry, water resources or similar discipline from a fully accredited university, with a minimum of five (5) years of increasingly responsible full -time experience in their field in environmental work, TDOT may accept someone with less or no full -time experience in their field in environmental work if that person holds a Bachelor’s degree in Engineering, Biology, Microbiology, Chemistry, Environmental Resources, or similar discipline from a fully accredited university.” F. CADD operator/GIS Analysist Responsibility : Reports to Project Manager. Creates scaled maps and engineering drawings of professional quality using AutoCAD, Intergraph, Microstation, or similar CADD program. Responsible for providing Geographic Information System (GIS) mapping and related data services. Provides technical reports of information requested from GIS and Engineering software. Qualifications : A minimum of four (4) years of increasingly responsible full -time experience relating to CADD programs and GIS mapping, or an Associate’s degree with emphasis on CADD programs and GIS mapping. G. Clerical Support Responsibility : Reports to Project Manager and/or Program Manager/Principal -in-Charge. Performs secretarial functions, bookkeeping functions, word processing and other office and clerical functions as required to support services provided pursuant to the Contract scope. Qualifications : Minimum of High School Diploma and five (5) years of experience performing clerical work associated with services similar to those described in the scope of services in this Contract. An Associate’s Degree from an accredited University with one (1) year of applicable clerical experience will substitute for five (5) years of experience. Must possess and maintain a working knowledge of word processing and other general clerical duties. H. Equipment Operator Responsibility: Reports to Construction Site manager. Operates a backhoe/hydraulic excavator, end loader, bulldozer, tractor, or trenching machine. Qualifications: Must have all required qualifications/certifications to operate this machinery. I. Laborer Responsibility: Reports to Construction Site manager. Operates various lite equipment on site. Examples are chain saw, edger, survey helper, etc. Qualifications: Must have been tested and proven operating the equipment per company guidance . J. Surveyor : Responsibility: Reports to Senior Engineer. Prepares topographic and boundary survey for construction plans and property boundaries. Qualifications : 3 years of land survey field experience doing boundary and topographic surveys Page left intentionally blank 23 1. General Instructions Work Procedures ATTACHMENT THREE The purpose of the Work Procedures is to define the process for consultant services. 2. Work Parameters All Work shall be assigned to the Contractor in the form of a Work Order (See Contract Attachment 4). A Work Order will be issued for a specific scope of work. 3. Work Issuance The State will issue a Statement of Work to the Contractor on the Statement of Work form attached hereto as Attachment 4. Once a Statement of Work has been issued, the Contractor will provide the positions required, a price per hour, and the number of hours to complete the Statement of Work. 4. Work Procedures When the State requests work under this Contract, the following procedures shall be used: c. The State will provide to the Contractor a SOW with attachments describing the Work to be performed, which may include special instructions and conditions. Except as set forth in Section C.3.a, the Contractor shall not be reimbursed for any costs prior to the execution of the Work Order. In response to a SOW, Contractor shall submit a Work Order form providing Contractor’s positions, price per hour and number of hours in the form attached Attachment 5. The State will review the SOW proposal and either request revisions or approve the SOW proposal. Once the SOW has been approved and executed by State, the parties will prepare and execute a Work Order for the Work. d. The Contractor's SOW proposal shall be submitted within fifteen (15) business days of the receipt of the SOW. e. The State shall execute the Work Order to document the proposal. Any changes to the Work Order after execution shall be as amended in writing. 24 ATTACHMENT FOUR STATEMENT OF WORK ### Work Order#: Number #### -##-### (THE STATE Project No.) 00/00/0000 ##-##-#### -## (Contract No.) Date Full Scope of Project Requirements and Project Schedule 1. Provide a narrative that illustrates the Respondent’s understanding of the State’s requirements and project schedule. 2. Provide a narrative that illustrates how the Respondent will complete the delivery of goods or scope of services, accomplish required objectives, and meet the State’s project schedule. 3. Provide a narrative that illustrates the Respondent’s prior experience in completing the required objectives. Contractor shall not perform any work until a signed Work Order has been received from the State. Schedule Service Description Not to Exceed Price (Per Hour) Quantity (Maximum Number of Hours) Total Price Per Line Project Manager $____ Senior Engineer $____ Staff Engineer $____ Senior Environmental Specialist $____ Staff Environmental Specialist $____ CADD Operator/GIS Analyst $____ Clerical Support $____ Equipment Operator $____ Laborer $____ Surveyor $____ 25 Direct Costs Price (Per Work Order) Quantity Total Price Per Line Travel Expenses $____ Materials (to be described by Respondent) $____ Supplies (to be described by Respondent) $____ Mitigation Credit (insert Type) $____ Contractor shall not perform any work until a signed Work Order has been received from the State. 26 ATTACHMENT FIVE Work Order ##### - ##: ###### -##-### (The State Project No.) 00/00/0000 ##-##-##### -## (Contract No.) Date This Work Order is made and entered into between the State of Tennessee Department of Transportation (STATE) and name (CONSULTANT). The (Consultant) agrees to undertake the following work in accordance with the provisions of the Master Contract #XXXXX between the STATE and CONSULTANT dated 00/00/0000 . A. SCOPE OF SERVICES: A.1. Pursuant to Section A.1 of the Master Contract between the State and the Contractor dated [TBD once executed] (the “Master Contract”), State desires to engage the Contractor to perform the Work described in the SOW attached hereto as Exhibit A in accordance with the requirements set forth therein. A.2. The Contractor shall provide all services and deliverables as required, described, and detailed in Exhibit A and shall meet all service and delivery timelines as specified therein. B. WORK ORDER PERIOD: B.1. Work Order Period. This Work Order shall be effective for the period commencing on the DATE of full and complete execution of this Work Order, and ending on DATE. The Contractor hereby acknowledges and affirms that the State shall have no obligation for services rendered by the Contractor which were not performed within this specified period. B.2. In Process Work Term Extension. The State reserves the right to extend this Work Order for a period beginning at the end of the final term for the purpose of completing all work order activities associated with any authorized work initiated during the term(s) of this Work Order. C. PAYMENT TERMS AND CONDITIONS: C.1. Maximum Liability . In no event shall the maximum liability of the State under this Work Order exceed [TBD and No/100ths Dollars ($TBD )]. The payment terms set forth in Exhibit A shall constitute the maximum amount due the Contractor for all service and Contractor obligations hereunder regardless of the difficulty, hours worked, materials or equipment required. The Maximum Liability includes, but is not limited to, all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor. The Contractor is not entitled to be paid the Maximum Liability for any period under the Work Order or any extensions of the Work Order for Work not requested by the State. Liability represents available funds for payment to the Contractor and does not guarantee payment of any such funds to the Contractor under this Work Order unless the State requests work and the Contractor performs said work. 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 Work Order. C.2. Compensation Firm. The lump sum fee liability of the State for services under this Work Order is firm for the duration of the Work Order and is not subject to escalation for any reason unless amended. IN WITNESS WHEREOF, CONTRACTOR LEGAL ENTITY NAME: CONTRACTOR SIGNATURE DATE PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above) STATE OF TENNESSEE, DEPARTMENT OF TRANSPORTATION: SIGNATURE DATE PRINTED NAME AND TITLE OF SIGNATORY (above)