Insurance Broker Services for the States Risk Managment Program

02-20-20 RFP STATE OF TENNESSEE TREASURY DEPARTMENT REQUEST FOR PROPOSALS FOR INSURANCE BROKER SERVICES FOR THE STATE’S RISK MANAGEMENT PROGRAM RFP # 30901-47220 RFP CONTENTS SECTIONS: 1. INTRODUCTION 2. RFP SCHEDULE OF EVENTS 3. RESPONSE REQUIREMENTS 4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS 5. EVALUATION & CONTRACT AWARD ATTACHMENTS: 6.1. Response Statement of Certifications & Assurances 6.2. Technical Response & Evaluation Guide 6.3. Cost Proposal & Scoring Guide 6.4. Reference Questionnaire 6.5. Score Summary Matrix 6.6. Pro Forma Contract 6.7. List of Insurance Policies 6.8. Insurance Policies • Crime Policy • Cyber Policy • Fine Arts Policy • Property Policies • Aviation Policies • Terrorism Policy 6.9. Property Database 02-20-20 RFP RFP 30901-47220 Page 3 of 119 1. INTRODUCTION The State of Tennessee, Treasury Department, hereinafter referred to as “the State,” issues this Request for Proposals (RFP) to define minimum contract requirements; solicit

responses; detail response requirements; and, outline the State’s process for evaluating responses and selecting a contractor to provide the needed goods or services. Through this RFP, the State seeks to procure necessary goods or services at the most favorable, competitive prices and to give ALL qualified respondents, including those that are owned by minorities, women, service-disabled veterans, persons with disabilities and small business enterprises, an opportunity to do business with the state as contractors, subcontractors or suppliers. 1.1. Statement of Procurement Purpose The State administers multiple blanket insurance policies covering Tennessee state agencies and departments, including the University of Tennessee and the Tennessee Board of Regents. Through this RFP, the State intends to procure services for a Property/Casualty Broker of Record who will provide all the following services for the State: • Procurement of the following insurance policies: o All-Risk Property Insurance policy, including flood and earthquake o Comprehensive, wall-to-wall Fine Arts Insurance policy o Government Crime policy with Social Engineering Endorsement o Boiler and Machinery policy including quality jurisdictional inspection services (currently included with the Property policy) o Cyber Liability policy o Comprehensive Aviation policy o Stand-Alone Terrorism policy • Shop for Budget Insurance Protection for the State’s consideration and assist the State, at the State’s option, in procuring the protection policy. • Advisory services related to the State’s insurance policies described above, as may be requested from time to time. Services include insurance contract review, risk assessment, alternative risk financing review, claims advocacy, and risk control. • Predictive modeling for disasters that can impact the State’s property insurance program to assist the State in determining the amount of excess property insurance to be procured. • Audit on an annual basis the performance levels of the State’s workers’ compensation third party administrator (“TPA”) against the respective performance goals and criteria set forth on pages 62 and 63 of the contract between the State and the TPA to determine if the TPA is entitled to an incentive payment and the amount of the incentive. A copy of the current contract is attached as Contract Attachment 1 to the Pro Forma Contract (RFP Attachment 6.6). • At the State’s request and with respect to the State’s property program: o Building valuations o Business interruption valuations o Flood analysis & flood emergency response planning o Property risk control surveys – including recommendations to reduce the risk of a loss o Guidance on fire protection requirements for new occupancies o Emergency response procedures – guidelines, testing, templates 02-20-20 RFP RFP 30901-47220 Page 4 of 119 o Business Continuity Planning – guidelines, testing, templates o Disaster Recovery Planning – guidelines, testing, templates • Of up to 500 hours of professional risk management consulting services not otherwise set forth above. All non-property policies and terms will be from July 1 – June 30. The property policy along with the boiler and machinery policy and terms will be from October 1 – September 30. A list of policies that are currently procured by the State’s broker is provided in Attachment 6.8. From the effective date of the Contract, February 1, 2021, until June 30, 2021, the selected broker will only be responsible for the renewal of insurance policies for the July 1, 2021 renewal. The State’s current broker will be responsible for providing day-to-day service support until June 30, 2021. 1.2. Scope of Service, Contract Period, & Required Terms and Conditions The RFP Attachment 6.6., Pro Forma Contract details the State’s requirements: ▪ Scope of Services and Deliverables (Section A); ▪ Contract Period (Section B); ▪ Payment Terms (Section C); ▪ Standard Terms and Conditions (Section D); and, ▪ Special Terms and Conditions (Section E). The pro forma contract substantially represents the contract document that the successful Respondent must sign. 1.3. Nondiscrimination No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a Contract pursuant to this RFP or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this RFP shall, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. 1.4. RFP Communications 1.4.1. The State has assigned the following RFP identification number that must be referenced in all communications regarding this RFP: RFP # 30901-47220 1.4.2. Unauthorized contact about this RFP with employees or officials of the State of Tennessee except as detailed below may result in disqualification from consideration under this procurement process. 1.4.2.1. Prospective Respondents must direct communications concerning this RFP to the following person designated as the Solicitation Coordinator: Dawn Rochelle, Solicitation Coordinator Tennessee Treasury Department Telephone: (615) 253-8770 Email: dawn.rochelle@tn.gov 1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact: mailto:dawn.rochelle@tn.gov 02-20-20 RFP RFP 30901-47220 Page 5 of 119 a. staff of the Governor’s Office of Diversity Business Enterprise for assistance available to minority-owned, woman-owned, service-disabled veteran-owned, businesses owned by persons with disabilities, and small businesses as well as general, public information relating to this RFP (visit https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general- contacts.html for contact information); and b. the following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations: MaryJo Price Chief Operating Officer and Interim Director of Human Resources Telephone: (615) 532-0909 Email: maryjo.price @tn.gov 1.4.3. Only the State’s official, written responses and communications with Respondents are binding with regard to this RFP. Oral communications between a State official and one or more Respondents are unofficial and non-binding. 1.4.4. Potential Respondents must ensure that the State receives all written questions and comments, including questions and requests for clarification, no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events. Any written questions or comments must be e-mailed to the Solicitation Coordinator at dawn.rochelle@tn.gov. 1.4.5. Respondents must assume the risk of dispatching any communication or response to the State. The State assumes no responsibility for delays in the State’s receipt of any communication or response from Respondents due to technical or other filing delays. 1.4.6. The State will convey all official responses and communications related to this RFP to the prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to RFP Section 1.8). 1.4.7. The State will convey official, written responses and communications related to this RFP through electronic mail to the prospective Respondents from whom the State has received a Notice of Intent to Respond. The State may also convey such communications by Internet posting. For internet posting, please refer to the following website: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier- information-/request-for-proposals--rfp--opportunities1.html. 1.4.8. The State reserves the right to determine, at its sole discretion, the appropriateness and adequacy of responses to written comments, questions, and requests related to this RFP. The State’s official, written responses will constitute an amendment of this RFP. 1.4.9. Any data or factual information provided by the State (in this RFP, an RFP amendment or any other communication relating to this RFP) is for informational purposes only. The State will make reasonable efforts to ensure the accuracy of such data or information, however it is the Respondent’s obligation to independently verify any data or information provided by the State. The State expressly disclaims the accuracy or adequacy of any information or data that it provides to prospective Respondents. 1.5. Assistance to Respondents With a Handicap or Disability Prospective Respondents with a handicap or disability may receive accommodation relating to the communication of this RFP and participating in the RFP process. Prospective Respondents may contact https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general-contacts.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general-contacts.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/governor-s-office-of-diversity-business-enterprise--godbe--/godbe-general-contacts.html mailto:dawn.rochelle@tn.gov https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information-/request-for-proposals--rfp--opportunities1.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information-/request-for-proposals--rfp--opportunities1.html 02-20-20 RFP RFP 30901-47220 Page 6 of 119 the Solicitation Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in the RFP Section 2, Schedule of Events. 1.6. Respondent Required Review & Waiver of Objections 1.6.1. Each prospective Respondent must carefully review this RFP, including but not limited to, attachments, the RFP Attachment 6.6., Pro Forma Contract, and any amendments, for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”). 1.6.2. Any prospective Respondent having questions and comments concerning this RFP must provide them in writing to the State no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events. 1.6.3. Protests based on any objection to the RFP shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the Written Questions & Comments Deadline. 1.7. Pre-Response Teleconference A Pre-response Teleconference will be held at the time and date detailed in the RFP Section 2, Schedule of Events. Pre-response Teleconference attendance is not mandatory. To participate in the teleconference, contact the Solicitation Coordinator, Dawn Rochelle, at (615) 253- 8770 or via e-mail at Dawn.Rochelle@tn.gov for further instructions. The purpose of the conference is to discuss the RFP scope of goods or services. The State will entertain questions, however prospective Respondents must understand that the State’s oral response to any question at the Pre-response Teleconference shall be unofficial and non-binding. Prospective Respondents must submit all questions, comments, or other concerns regarding the RFP in writing prior to the Written Questions & Comments Deadline date detailed in the RFP Section 2, Schedule of Events. The State will send the official response to these questions and comments to prospective Respondents from whom the State has received a Notice of Intent to respond as indicated in RFP Section 1.8 and on the date detailed in the RFP Section 2, Schedule of Events. 1.8. Notice of Intent to Respond Before the Notice of Intent to Respond Deadline detailed in the RFP Section 2, Schedule of Events, prospective Respondents should submit to the Solicitation Coordinator a Notice of Intent to Respond (in the form of a simple e-mail). Such notice should include the following information: ▪ the business or individual’s name (as appropriate); ▪ a contact person’s name and title; and ▪ the contact person’s mailing address, telephone number, facsimile number, and e-mail address. A Notice of Intent to Respond creates no obligation and is not a prerequisite for submitting a response, however, it is necessary to ensure receipt of any RFP amendments or other notices and communications relating to this RFP. 1.9. Response Deadline A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events. The State will not accept late responses, and a Respondent’s failure to submit a response before the deadline will result in disqualification of the response. Respondents should be mindful of any potential delays due to technical or other filing delays whether foreseeable or unforeseeable. mailto:Dawn.Rochelle@tn.gov 02-20-20 RFP RFP 30901-47220 Page 7 of 119 2. RFP SCHEDULE OF EVENTS 2.1. The following RFP Schedule of Events represents the State’s best estimate for this RFP. EVENT TIME (central time zone) DATE 1. RFP Issued September 14, 2020 2. Disability Accommodation Request Deadline 2:00 p.m. September 17, 2020 3. Pre-response TeleConference 1:00 p.m. September 18, 2020 4. Notice of Intent to Respond Deadline 2:00 p.m. September 21, 2020 5. Written “Questions & Comments” Deadline 2:00 p.m. September 30, 2020 6. State Response to Written “Questions & Comments” October 12, 2020 7. Response Deadline 2:00 p.m. November 13, 2020 8. State Completion of Technical Response Evaluations December 2, 2020 9. State Opening & Scoring of Cost Proposals December 3, 2020 10. Negotiations (Optional to the State) December 7 – December 9, 2020 11. State Notice of Intent to Award Released and RFP Files Opened for Public Inspection December 14, 2020 12. End of Open File Period December 21, 2020 13. State sends contract to Contractor for signature December 22, 2020 14. Contractor Signature Deadline 2:00 p.m. January 6, 2021 2.2. The State reserves the right, at its sole discretion, to adjust the RFP Schedule of Events as it deems necessary. Any adjustment of the Schedule of Events shall constitute an RFP amendment, and the State will communicate such to prospective Respondents from whom the State has received a Notice of Intent to Respond (refer to Section 1.8). 02-20-20 RFP RFP 30901-47220 Page 8 of 119 3. RESPONSE REQUIREMENTS 3.1. Response Form A response to this RFP must consist of two parts, a Technical Response and a Cost Proposal. 3.1.1. Technical Response. RFP Attachment 6.2., Technical Response & Evaluation Guide provides the specific requirements for submitting a response. This guide includes mandatory requirement items, general qualifications and experience items, and technical qualifications, experience, and approach items all of which must be addressed with a written response and, in some instances, additional documentation. NOTICE: A technical response must not include any pricing or cost information. If any pricing or cost information amounts of any type (even pricing relating to other projects) is included in any part of the technical response, the state may deem the response to be non-responsive and reject it. 3.1.1.1. A Respondent must use the RFP Attachment 6.2., Technical Response & Evaluation Guide to organize, reference, and draft the Technical Response by duplicating the attachment, adding appropriate page numbers as required, and using the guide as a table of contents covering the Technical Response. 3.1.1.2. A response should be economically prepared, with emphasis on completeness and clarity. A response, as well as any reference material presented, must be written in English and must be written on standard 8 ½” x 11” pages (although oversize exhibits are permissible) and use a 12 point font for text. All response pages must be numbered. 3.1.1.3. All information and documentation included in a Technical Response should correspond to or address a specific requirement detailed in the RFP Attachment 6.2., Technical Response & Evaluation Guide. All information must be incorporated into a response to a specific requirement and clearly referenced. Any information not meeting these criteria will be deemed extraneous and will not contribute to evaluations. 3.1.1.4. The State may determine a response to be non-responsive and reject it if: a. the Respondent fails to organize and properly reference the Technical Response as required by this RFP and the RFP Attachment 6.2., Technical Response & Evaluation Guide; or b. the Technical Response document does not appropriately respond to, address, or meet all of the requirements and response items detailed in the RFP Attachment 6.2., Technical Response & Evaluation Guide. 3.1.2. Cost Proposal. A Cost Proposal must be recorded on an exact duplicate of the RFP Attachment 6.3., Cost Proposal & Scoring Guide. NOTICE: If a Respondent fails to submit a cost proposal exactly as required, the State may deem the response to be non-responsive and reject it. 3.1.2.1. A Respondent must only record the proposed cost exactly as required by the RFP Attachment 6.3., Cost Proposal & Scoring Guide and must NOT record any other rates, amounts, or information. 02-20-20 RFP RFP 30901-47220 Page 9 of 119 3.1.2.2. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period, including any renewals or extensions. 3.1.2.3. A Respondent must sign and date the Cost Proposal. An electronic or facsimile signature, as applicable, is acceptable. 3.1.2.4. A Respondent must submit the Cost Proposal to the State in a separate e-mail from the Technical Response (as detailed in RFP Sections 3.2.3., et seq.). 3.2. Response Delivery 3.2.1. A Respondent must ensure that both the original Technical Response and Cost Proposal documents meet all form and content requirements, including all required signatures, as detailed within this RFP, as may be amended. 3.2.2. A Respondent must submit its Technical Response and Cost Proposal documents as specified below. 3.2.2.1. Technical Response: The Technical Response document should be in the form of one (1) digital document in “PDF” format or other easily accessible digital format attached to an e-mail to the Solicitation Coordinator. Both the subject and file name should both be clearly identified as follows: “RFP # 30901-47220 TECHNICAL RESPONSE ORIGINAL” 3.2.2.2. Cost Proposal: The Cost Proposal should be in the form of one (1) digital document in “PDF” or “XLS” format or other easily accessible digital format attached to an e-mail to the Solicitation Coordinator. Both the subject and file name should both be clearly identified as follows: “RFP # 30901-47120 COST PROPOSAL ORIGINAL” An electronic or facsimile signature, as applicable, on the Cost Proposal is acceptable. 3.2.3. The Technical Response and Cost Proposal documents must be dispatched to the Solicitation Coordinator in separate e-mail messages. 3.2.4. A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events. The Response must be delivered to the Solicitation Coordinator via e-mail at dawn.rochelle@tn.gov. In the event a Respondent's Response with all attachments and supporting documentation will exceed 15 megabytes in total, the Respondent must place the documents in a zip file or make two or more submissions such that the documents per e-mail submission do not exceed 15 megabytes. 3.3. Response & Respondent Prohibitions 3.3.1. A response must not include alternate contract terms and conditions. If a response contains such terms and conditions, the State, at its sole discretion, may determine the response to be a non- responsive counteroffer and reject it. 3.3.2. A response must not restrict the rights of the State or otherwise qualify either the offer to deliver goods or provide services as required by this RFP or the Cost Proposal. If a response restricts 02-20-20 RFP RFP 30901-47220 Page 10 of 119 the rights of the State or otherwise qualifies either the offer to deliver goods or provide services as required by this RFP or the Cost Proposal, the State, at its sole discretion, may determine the response to be a non-responsive counteroffer and reject it. 3.3.3. A response must not propose alternative goods or services (i.e., offer services different from those requested and required by this RFP) unless expressly requested in this RFP. The State may consider a response of alternative goods or services to be non-responsive and reject it. 3.3.4. A Cost Proposal must be prepared and arrived at independently and must not involve any collusion between Respondents. The State will reject any Cost Proposal that involves collusion, consultation, communication, or agreement between Respondents. Regardless of the time of detection, the State will consider any such actions to be grounds for response rejection or contract termination. 3.3.5. A Respondent must not provide, for consideration in this RFP process or subsequent contract negotiations, any information that the Respondent knew or should have known was materially incorrect. If the State determines that a Respondent has provided such incorrect information, the State will deem the Response non-responsive and reject it. 3.3.6. A Respondent must not submit more than one Technical Response and one Cost Proposal in response to this RFP, except as expressly requested by the State in this RFP. If a Respondent submits more than one Technical Response or more than one Cost Proposal, the State will deem all of the responses non-responsive and reject them. 3.3.7. A Respondent must not submit a response as a prime contractor while also permitting one or more other Respondents to offer the Respondent as a subcontractor in their own responses. Such may result in the disqualification of all Respondents knowingly involved. This restriction does not, however, prohibit different Respondents from offering the same subcontractor as a part of their responses (provided that the subcontractor does not also submit a response as a prime contractor). 3.3.8. The State shall not consider a response from an individual who is, or within the past six (6) months has been, a State employee. For purposes of this RFP: 3.3.8.1. An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid; 3.3.8.2. A contract with or a response from a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal from the employee; and 3.3.8.3. A contract with or a response from a company, corporation, or any other contracting entity that employs an individual who is, or within the past six (6) months has been, a State employee shall not be considered a contract with or a proposal from the employee and shall not constitute a prohibited conflict of interest. 3.3.9. This RFP is also subject to Tenn. Code Ann. § 12-4-101—105. 3.4. Response Errors & Revisions A Respondent is responsible for any and all response errors or omissions. A Respondent will not be allowed to alter or revise response documents after the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events unless such is formally requested, in writing, by the State. 3.5. Response Withdrawal A Respondent may withdraw a submitted response at any time before the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events by submitting a written request signed by an 02-20-20 RFP RFP 30901-47220 Page 11 of 119 authorized Respondent representative to the Solicitation Coordinator via e-mail at dawn.rochelle@tn.gov. After withdrawing a response, a Respondent may submit another response at any time before the Response Deadline. After the Response Deadline, a Respondent may only withdraw all or a portion of a response where the enforcement of the response would impose an unconscionable hardship on the Respondent. 3.6. Additional Services If a response offers goods or services in addition to those required by and described in this RFP, the State, at its sole discretion, may add such services to the contract awarded as a result of this RFP. Notwithstanding the foregoing, a Respondent must not propose any additional cost amounts or rates for additional goods or services. Regardless of any additional services offered in a response, the Respondent’s Cost Proposal must only record the proposed cost as required in this RFP and must not record any other rates, amounts, or information. NOTICE: If a Respondent fails to submit a Cost Proposal exactly as required, the State may deem the response non-responsive and reject it. 3.7. Response Preparation Costs The State will not pay any costs associated with the preparation, submittal, or presentation of any response. 02-20-20 RFP RFP 30901-47220 Page 12 of 119 4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS 4.1. RFP Amendment The State at its sole discretion may amend this RFP, in writing, at any time prior to contract award. However, prior to any such amendment, the State will consider whether it would negatively impact the ability of potential Respondents to meet the response deadline and revise the RFP Schedule of Events if deemed appropriate. If an RFP amendment is issued, the State will convey it to potential Respondents who submitted a Notice of Intent to Respond (refer to RFP Section 1.8). A response must address the final RFP (including its attachments) as amended. 4.2. RFP Cancellation The State reserves the right, at its sole discretion, to cancel the RFP or to cancel and reissue this RFP in accordance with applicable laws and regulations. 4.3. State Right of Rejection 4.3.1. Subject to applicable laws and regulations, the State reserves the right to reject, at its sole discretion, any and all responses. 4.3.2. The State may deem as non-responsive and reject any response that does not comply with all terms, conditions, and performance requirements of this RFP. Notwithstanding the foregoing, the State reserves the right to waive, at its sole discretion, minor variances from full compliance with this RFP. If the State waives variances in a response, such waiver shall not modify the RFP requirements or excuse the Respondent from full compliance, and the State may hold any resulting Contractor to strict compliance with this RFP. 4.4. Assignment & Subcontracting 4.4.1. The Contractor may not subcontract, transfer, or assign any portion of the Contract awarded as a result of this RFP without prior approval of the State. The State reserves the right to refuse approval, at its sole discretion, of any subcontract, transfer, or assignment. 4.4.2. If a Respondent intends to use subcontractors, the response to this RFP must specifically identify the scope and portions of the work each subcontractor will perform (refer to RFP Attachment 6.2., Section B, General Qualifications & Experience Item B.14.). 4.4.3. Subcontractors identified within a response to this RFP will be deemed as approved by the State unless the State expressly disapproves one or more of the proposed subcontractors prior to signing the Contract. 4.4.4. After contract award, a Contractor may only substitute an approved subcontractor at the discretion of the State and with the State’s prior, written approval. 4.4.5. Notwithstanding any State approval relating to subcontracts, the Respondent who is awarded a contract pursuant to this RFP will be the prime contractor and will be responsible for all work under the Contract. 4.5. Right to Refuse Personnel or Subcontractors The State reserves the right to refuse, at its sole discretion and notwithstanding any prior approval, any personnel of the prime contractor or a subcontractor providing goods or services in the performance of a contract resulting from this RFP. The State will document in writing the reason(s) for any rejection of personnel. 02-20-20 RFP RFP 30901-47220 Page 13 of 119 4.6. Insurance The State will require the awarded Contractor to provide a Certificate of Insurance issued by an insurance company licensed or authorized to provide insurance in the State of Tennessee. Each Certificate of Insurance shall indicate current insurance coverages meeting minimum requirements as may be specified by this RFP. A failure to provide a current, Certificate of Insurance will be considered a material breach and grounds for contract termination. 4.7. Professional Licensure and Department of Revenue Registration 4.7.1. All persons, agencies, firms, or other entities that provide legal or financial opinions, which a Respondent provides for consideration and evaluation by the State as a part of a response to this RFP, shall be properly licensed to render such opinions. 4.7.2. Before the Contract resulting from this RFP is signed, the apparent successful Respondent (and Respondent employees and subcontractors, as applicable) must hold all necessary or appropriate business or professional licenses to provide the goods or services as required by the contract. The State may require any Respondent to submit evidence of proper licensure. 4.7.3. Before the Contract resulting from this RFP is signed, the apparent successful Respondent must be registered with the Tennessee Department of Revenue for the collection of Tennessee sales and use tax. The State shall not award a contract unless the Respondent provides proof of such registration or provides documentation from the Department of Revenue that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation. To register, please visit the Department of Revenue’s Tennessee Taxpayer Access Point (TNTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following: https://tntap.tn.gov/eservices/_/#1 4.8. Disclosure of Response Contents 4.8.1. All materials submitted to the State in response to this RFP shall become the property of the State of Tennessee. Selection or rejection of a response does not affect this right. By submitting a response, a Respondent acknowledges and accepts that the full response contents and associated documents will become open to public inspection in accordance with the laws of the State of Tennessee. 4.8.2. The State will hold all response information, including both technical and cost information, in confidence during the evaluation process. 4.8.3. Upon completion of response evaluations, indicated by public release of a Notice of Intent to Award, the responses and associated materials will be open for review by the public in accordance with Tenn. Code Ann. § 10-7-504(a)(7). 4.9. Contract Approval and Contract Payments 4.9.1. After contract award, the Contractor who is awarded the contract must submit appropriate documentation with the Department of Finance and Administration, Division of Accounts. 4.9.2. This RFP and its contractor selection processes do not obligate the State and do not create rights, interests, or claims of entitlement in either the Respondent with the apparent best- evaluated response or any other Respondent. State obligations pursuant to a contract award shall commence only after the Contract is signed by the State agency head and the Contractor and after the Contract is approved by all other state officials as required by applicable laws and regulations. 4.9.3. No payment will be obligated or made until the relevant Contract is approved as required by applicable statutes and rules of the State of Tennessee. https://tntap.tn.gov/eservices/_/#1 02-20-20 RFP RFP 30901-47220 Page 14 of 119 4.9.3.1. The State shall not be liable for payment of any type associated with the Contract resulting from this RFP (or any amendment thereof) or responsible for any goods delivered or services rendered by the Contractor, even goods delivered or services rendered in good faith and even if the Contractor is orally directed to proceed with the delivery of goods or the rendering of services, if it occurs before the Contract Effective Date or after the Contract Term. 4.9.3.2. All payments relating to this procurement will be made in accordance with the Payment Terms and Conditions of the Contract resulting from this RFP (refer to RFP Attachment 6.6., Pro Forma Contract, Section C). 4.9.3.3. If any provision of the Contract provides direct funding or reimbursement for the competitive purchase of goods or services as a component of contract performance or otherwise provides for the reimbursement of specified, actual costs, the State will employ all reasonable means and will require all such documentation that it deems necessary to ensure that such purchases were competitive and costs were reasonable, necessary, and actual. The Contractor shall provide reasonable assistance and access related to such review. Further, the State shall not remit, as funding or reimbursement pursuant to such provisions, any amounts that it determines do not represent reasonable, necessary, and actual costs. 4.10. Contractor Performance The Contractor who is awarded a contract will be responsible for the delivery of all acceptable goods or the satisfactory completion of all services set out in this RFP (including attachments) as may be amended. All goods or services are subject to inspection and evaluation by the State. The State will employ all reasonable means to ensure that goods delivered or services rendered are in compliance with the Contract, and the Contractor must cooperate with such efforts. 4.11. Contract Amendment After Contract award, the State may request the Contractor to deliver additional goods or perform additional services within the general scope of the Contract and this RFP, but beyond the specified Scope, and for which the Contractor may be compensated. In such instances, the State will provide the Contractor a written description of the additional goods or services. The Contractor must respond to the State with a time schedule for delivering the additional goods or accomplishing the additional services based on the compensable units included in the Contractor’s response to this RFP. If the State and the Contractor reach an agreement regarding the goods or services and associated compensation, such agreement must be effected by means of a contract amendment. Further, any such amendment requiring additional goods or services must be signed by both the State agency head and the Contractor and must be approved by other state officials as required by applicable statutes, rules, policies and procedures of the State of Tennessee. The Contractor must not provide additional goods or render additional services until the State has issued a written contract amendment with all required approvals. 4.12. Severability If any provision of this RFP is declared by a court to be illegal or in conflict with any law, said decision will not affect the validity of the remaining RFP terms and provisions, and the rights and obligations of the State and Respondents will be construed and enforced as if the RFP did not contain the particular provision held to be invalid. 4.13. Next Ranked Respondent The State reserves the right to initiate negotiations with the next ranked Respondent should the State cease doing business with any Respondent selected via this RFP process. 02-20-20 RFP RFP 30901-47220 Page 15 of 119 5. EVALUATION & CONTRACT AWARD 5.1. Evaluation Categories & Maximum Points The State will consider qualifications, experience, technical approach, and cost in the evaluation of responses and award points in each of the categories detailed below (up to the maximum evaluation points indicated) to each response deemed by the State to be responsive. EVALUATION CATEGORY MAXIMUM POINTS POSSIBLE General Qualifications & Experience (refer to RFP Attachment 6.2., Section B) 10 Technical Qualifications, Experience & Approach (refer to RFP Attachment 6.2., Section C) 60 Cost Proposal (refer to RFP Attachment 6.3.) 30 5.2. Evaluation Process The evaluation process is designed to award the contract resulting from this RFP not necessarily to the Respondent offering the lowest cost, but rather to the Respondent deemed by the State to be responsive and responsible who offers the best combination of attributes based upon the evaluation criteria. (“Responsive Respondent” is defined as a Respondent that has submitted a response that conforms in all material respects to the RFP. “Responsible Respondent” is defined as a Respondent that has the capacity in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.) 5.2.1. Technical Response Evaluation. The Solicitation Coordinator and the Proposal Evaluation Team (consisting of three (3) or more State employees) will use the RFP Attachment 6.2., Technical Response & Evaluation Guide to manage the Technical Response Evaluation and maintain evaluation records. 5.2.1.1. The State reserves the right, at its sole discretion, to request Respondent clarification of a Technical Response or to conduct clarification discussions with any or all Respondents. Any such clarification or discussion will be limited to specific sections of the response identified by the State. The subject Respondent must put any resulting clarification in writing as may be required and in accordance with any deadline imposed by the State. 5.2.1.2. The Solicitation Coordinator will review each Technical Response to determine compliance with RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A— Mandatory Requirements. If the Solicitation Coordinator determines that a response failed to meet one or more of the mandatory requirements, the Proposal Evaluation Team will review the response and document the team’s determination of whether: a. the response adequately meets RFP requirements for further evaluation; b. the State will request clarifications or corrections for consideration prior to further evaluation; or, c. the State will determine the response to be non-responsive to the RFP and reject it. 5.2.1.3. Proposal Evaluation Team members will independently evaluate each Technical Response (that is responsive to the RFP) against the evaluation criteria in this RFP, 02-20-20 RFP RFP 30901-47220 Page 16 of 119 and will score each in accordance with the RFP Attachment 6.2., Technical Response & Evaluation Guide. 5.2.1.4. For each response evaluated, the Solicitation Coordinator will calculate the average of the Proposal Evaluation Team member scores for RFP Attachment 6.2., Technical Response & Evaluation Guide, and record each average as the response score for the respective Technical Response section. 5.2.1.5. Before Cost Proposals are opened, the Proposal Evaluation Team will review the Technical Response Evaluation record and any other available information pertinent to whether or not each Respondent is responsive and responsible. If the Proposal Evaluation Team identifies any Respondent that does not meet the responsive and responsible thresholds such that the team would not recommend the Respondent for Cost Proposal Evaluation and potential contract award, the team members will fully document the determination. 5.2.2. Cost Proposal Evaluation. The Solicitation Coordinator will open for evaluation the Cost Proposal of each Respondent deemed by the State to be responsive and responsible and calculate and record each Cost Proposal score in accordance with the RFP Attachment 6.3., Cost Proposal & Scoring Guide. 5.2.3. Clarifications and Negotiations. The State reserves the right to award a contract on the basis of initial responses received, therefore, each response shall contain the Respondent’s best terms and conditions from a technical and cost standpoint. The State reserves the right to conduct clarifications or negotiations with one or more Respondents. All communications, clarifications, and negotiations shall be conducted in a manner that supports fairness in response improvement. 5.2.3.1. Clarifications: 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 identified during one or multiple clarification rounds. Each clarification sought by the State may be unique to an individual Respondent, provided that the process is conducted in a manner that supports fairness in response improvement. 5.2.3.2. Negotiations: The State may elect to negotiate with one or more Respondents by requesting revised responses, negotiating costs, or finalizing contract terms and conditions. The State reserves the right to conduct multiple negotiation rounds or no negotiations at all. 5.2.3.3. Cost Negotiations: All Respondents, selected for negotiation by the State, will be given equivalent information with respect to cost negotiations. All cost negotiations will be documented for the procurement file. Additionally, the State may conduct target pricing and other goods or services level negotiations. Target pricing may be based on considerations such as current pricing, market considerations, benchmarks, budget availability, or other methods that do not reveal individual Respondent pricing. During target price negotiations, Respondents are not obligated to reduce their pricing to target prices, but no Respondent is allowed to increase prices. 5.2.3.4. If the State determines that it is unable to successfully negotiate terms and conditions of a contract with the apparent best evaluated Respondent, the State reserves the right to bypass the apparent best evaluated Respondent and enter into terms and conditions contract negotiations with the next apparent best evaluated Respondent. 5.2.4. Total Response Score. The Solicitation Coordinator will calculate the sum of the Technical Response section scores and the Cost Proposal score and record the resulting number as the total score for the subject Response (refer to RFP Attachment 6.5., Score Summary Matrix). 02-20-20 RFP RFP 30901-47220 Page 17 of 119 5.3. Contract Award Process 5.3.1 The Solicitation Coordinator will submit the Proposal Evaluation Team determinations and scores to the head of the procuring agency for consideration along with any other relevant information that might be available and pertinent to contract award. 5.3.2. The procuring agency head will determine the apparent best-evaluated Response. To effect a contract award to a Respondent other than the one receiving the highest evaluation process score, the head of the procuring agency must provide written justification and obtain the written approval of the Chief Procurement Officer and the Comptroller of the Treasury. 5.3.3. The State will issue a Notice of Intent to Award identifying the apparent best-evaluated response and make the RFP files available for public inspection at the time and date specified in the RFP Section 2, Schedule of Events. NOTICE: The Notice of Intent to Award shall not create rights, interests, or claims of entitlement in either the apparent best-evaluated Respondent or any other Respondent. 5.3.4. The Respondent identified as offering the apparent best-evaluated response must sign a contract drawn by the State pursuant to this RFP. The Contract shall be substantially the same as the RFP Attachment 6.6., Pro Forma Contract. The Respondent must sign the contract by the Contractor Signature Deadline detailed in the RFP Section 2, Schedule of Events. If the Respondent fails to provide the signed Contract by this deadline, the State may determine that the Respondent is non-responsive to this RFP and reject the response. 5.3.5. Notwithstanding the foregoing, the State may, at its sole discretion, entertain limited terms and conditions or pricing negotiations 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 evaluations or negatively impact the competitive nature of the RFP and contractor selection process. 5.3.6. If the State determines that a response is non-responsive and rejects it after opening Cost Proposals, the Solicitation Coordinator will re-calculate scores for each remaining responsive Cost Proposal to determine (or re-determine) the apparent best-evaluated response. 02-20-20 RFP RFP 30901-47220 Page 18 of 119 RFP ATTACHMENT 6.1. RFP # 30901-47220 STATEMENT OF CERTIFICATIONS AND ASSURANCES The Respondent must sign and complete the Statement of Certifications and Assurances below as required, and it must be included in the Technical Response (as required by RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A, Item A.1.). An electronic or facsimile signature, as applicable, is acceptable. The Respondent does, hereby, expressly affirm, declare, confirm, certify, and assure ALL of the following: 1. The Respondent will comply with all of the provisions and requirements of the RFP. 2. The Respondent will provide all services as defined in the Scope of the RFP Attachment 6.6., Pro Forma Contract for the total Contract Term. 3. The Respondent, except as otherwise provided in this RFP, accepts and agrees to all terms and conditions set out in the RFP Attachment 6.6., Pro Forma Contract. 4. The Respondent acknowledges and agrees that a contract resulting from the RFP shall incorporate, by reference, all proposal responses as a part of the Contract. 5. The Respondent will comply with: (a) the laws of the State of Tennessee; (b) Title VI of the federal Civil Rights Act of 1964; (c) Title IX of the federal Education Amendments Act of 1972; (d) the Equal Employment Opportunity Act and the regulations issued there under by the federal government; and, (e) the Americans with Disabilities Act of 1990 and the regulations issued there under by the federal government. 6. To the knowledge of the undersigned, the information detailed within the response submitted to this RFP is accurate. 7. The response submitted to this RFP was independently prepared, without collusion, under penalty of perjury. 8. No amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Respondent in connection with this RFP or any resulting contract. 9. Both the Technical Response and the Cost Proposal submitted in response to this RFP shall remain valid for at least 120 days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract pursuant to the RFP. 10. The Respondent affirms the following statement, as required by the Iran 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 signing this Statement of Certifications and Assurances, below, the signatory also certifies legal authority to bind the proposing entity to the provisions of this RFP and any contract awarded pursuant to it. If the signatory is not the Respondent (if an individual) or the Respondent’s company President or Chief Executive Officer, this document must attach evidence showing the individual’s authority to bind the Respondent. DO NOT SIGN THIS DOCUMENT IF YOU ARE NOT LEGALLY AUTHORIZED TO BIND THE RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: RESPONDENT LEGAL ENTITY NAME: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/library-/public-information-library.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/library-/public-information-library.html 02-20-20 RFP RFP 30901-47220 Page 19 of 119 RFP ATTACHMENT 6.2. — Section A TECHNICAL RESPONSE & EVALUATION GUIDE SECTION A: MANDATORY REQUIREMENTS. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. The Solicitation Coordinator will review the response to determine if the Mandatory Requirement Items are addressed as required and mark each with pass or fail. For each item that is not addressed as required, the Proposal Evaluation Team must review the response and attach a written determination. In addition to the Mandatory Requirement Items, the Solicitation Coordinator will review each response for compliance with all RFP requirements. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A— Mandatory Requirement Items Pass/Fail The Response must be delivered to the State no later than the Response Deadline specified in the RFP Section 2, Schedule of Events. The Technical Response must NOT contain cost or pricing information of any type. The Technical Response must NOT contain any restrictions of the rights of the State or other qualification of the response. A Respondent must NOT submit alternate responses (refer to RFP Section 3.3.). A Respondent must NOT submit multiple responses in different forms (as a prime and a subcontractor) (refer to RFP Section 3.3.). A.1. Provide the Statement of Certifications and Assurances (RFP Attachment 6.1.) completed and signed by an individual empowered to bind the Respondent to the provisions of this RFP and any resulting contract. The document must be signed without exception or qualification. A.2. Provide a statement, based upon reasonable inquiry, of whether the Respondent or any individual who shall cause to deliver goods or perform services under the contract has a possible conflict of interest (e.g., employment by the State of Tennessee) and, if so, the nature of that conflict. NOTE: Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to cancel any award. A.3. Provide a current bank reference indicating that the Respondent’s business relationship with the financial institution is in positive standing. Such reference must be written in the form of a standard business letter, signed, and dated within the past three (3) months. A.4. Provide a statement that the Proposer has at least ten years’ experience in placing insurance for lines or coverages/exposures covered by this RFP and has a book of business of $20 billion in total insurable value. Please include an explanation providing relevant details to support this statement. A.5. Provide a statement that the Proposer has experience in providing broker of record services for governmental agencies. Provide the government 02-20-20 RFP RFP 30901-47220 Page 20 of 119 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A— Mandatory Requirement Items Pass/Fail agencies’ names, contact names and phone numbers to support the above statement. State Use – Solicitation Coordinator Signature, Printed Name & Date: 02-20-20 RFP RFP 30901-47220 Page 21 of 119 RFP ATTACHMENT 6.2. — SECTION B TECHNICAL RESPONSE & EVALUATION GUIDE SECTION B: GENERAL QUALIFICATIONS & EXPERIENCE. The Respondent must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. Proposal Evaluation Team members will independently evaluate and assign one score for all responses to Section B— General Qualifications & Experience Items. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items B.1. Detail the name, e-mail address, mailing address, telephone number, and facsimile number of the person the State should contact regarding the response. B.2. Describe the Respondent’s form of business (i.e., individual, sole proprietor, corporation, non- profit corporation, partnership, limited liability company) and business location (physical location or domicile). B.3. Detail the number of years the Respondent has been in business. B.4. Briefly describe how long the Respondent has been providing the goods or services required by this RFP. B.5. Describe the Respondent’s number of employees, number of clients, assets under advisement and location of offices. B.6. Provide a statement of whether there have been any mergers, acquisitions, or change of control of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details. B.7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the Respondent’s employees, agents, independent contractors, or subcontractors, involved in the delivery of goods or performance of services on a contract pursuant to this RFP, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If so, include an explanation providing relevant details. B.8. Provide a statement of whether, in the last ten (10) years, the Respondent has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If so, include an 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 RFP or is likely to have a material adverse effect on the Respondent’s financial condition. If such exists, list each separately, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Respondent’s performance in a contract pursuant to this RFP. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.10. Provide a statement of whether there are any pending or in progress Securities Exchange Commission investigations involving the Respondent. If such exists, list each separately, explain 02-20-20 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 30901-47220 Page 22 of 119 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items 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 RFP. NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.11. Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this RFP (e.g., prior experience, training, certifications, resources, program and quality management systems, etc.). B.12. Provide a narrative description of the proposed project team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this RFP. B.13. Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this RFP along with the estimated number of hours that each individual will devote to that performance. Follow the 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 meet the Respondent’s requirements of any contract awarded pursuant to this RFP, and if so, detail: (a) the names of the subcontractors along with the contact person, mailing address, telephone number, and e-mail address for each; (b) a description of the scope and portions of the goods each subcontractor involved in the delivery of goods or performance of the services each subcontractor will perform; and (c) a statement specifying that each proposed subcontractor has expressly assented to being proposed as a subcontractor in the Respondent’s response to this RFP. B.15. Provide documentation of the Respondent’s commitment to diversity as represented by the following: (a) Business Strategy. Provide a description of the Respondent’s existing programs and procedures designed to encourage and foster commerce with business enterprises owned by minorities, women, service-disabled veterans, persons with disabilities, and small business enterprises. Please also include a list of the Respondent’s certifications as a diversity business, if applicable. (b) Business Relationships. Provide a listing of the Respondent’s current contracts with business enterprises owned by minorities, women, service-disabled veterans, persons with disabilities, and small business enterprises. Please include the following information: (i) contract description; (ii) contractor name and ownership characteristics (i.e., ethnicity, gender, service-disabled veteran-owned or persons with disabilities); (iii) contractor contact name and telephone number. (c) Estimated Participation. Provide an estimated level of participation by business enterprises owned by minorities, women, service-disabled veterans, persons with disabilities and small business enterprises if a contract is awarded to the Respondent pursuant to this RFP. Please include the following information: (i) a percentage (%) indicating the participation estimate. (Express the estimated participation number as a percentage of the total estimated contract value that will be dedicated to business with subcontractors and supply contractors having such ownership characteristics only and DO NOT INCLUDE DOLLAR AMOUNTS); 02-20-20 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 30901-47220 Page 23 of 119 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items (ii) anticipated goods or services contract descriptions; (iii) names and ownership characteristics (i.e., ethnicity, gender, service-disabled veterans, or disability) of anticipated subcontractors and supply contractors. NOTE: In order to claim status as a Diversity Business Enterprise under this contract, businesses must be certified by the Governor’s Office of Diversity Business Enterprise (Go- DBE). Please visit the Go-DBE website at https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810 for more information. (d) Workforce. Provide the percentage of the Respondent’s total current employees by ethnicity and gender. NOTE: Respondents that demonstrate a commitment to diversity will advance State efforts to expand opportunity to do business with the State as contractors and subcontractors. Response evaluations will recognize the positive qualifications and experience of a Respondent that does business with enterprises owned by minorities, women, service- disabled veterans, persons with disabilities, and small business enterprises and who offer a diverse workforce. B.16. Provide a statement of whether or not the Respondent has any current contracts with the State of Tennessee or has completed any contracts with the State of Tennessee within the previous five (5) year period. If so, provide the following information for all of the current and completed contracts: (a) the name, title, telephone number and e-mail address of the State contact knowledgeable about the contract; (b) the procuring State agency name; (c) a brief description of the contract’s scope of services; (d) the contract period; and (e) the contract number. B.17. Provide customer references from individuals who are not current or former State employees for projects similar to the goods or services sought under this RFP and which represent: ▪ two (2) accounts Respondent currently services that are similar in size to the State; and ▪ three (3) completed projects. 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 standard reference questionnaire, which must be used and completed, is provided at RFP Attachment 6.4. References that are not completed as required may be deemed non-responsive and may not be considered. The Respondent will be solely responsible for obtaining fully completed reference questionnaires and ensuring they are e-mailed to the Solicitation Coordinator. In order to obtain and submit the completed reference questionnaires follow the process below. (a) Add the Respondent’s name to the standard reference questionnaire at RFP Attachment 6.4. and make a copy for each reference. (b) Either (i) send a reference questionnaire to each reference or (ii) e-mail the reference with a copy of the standard reference questionnaire. (c) Instruct the reference to: (i) complete the reference questionnaire; (ii) sign and date the completed reference questionnaire; and https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810 02-20-20 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP 30901-47220 Page 24 of 119 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items (iii) e-mail the reference directly to the Solicitation Coordinator by no later than the Response Deadline date and time with the subject line of the e-mail as “[Respondent Name]” Referenced for RFP 30901-47220. NOTES: ▪ The State will not accept late references or references submitted by any means other than that which is 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 e-mails, 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 references. ▪ The State is under no obligation to clarify any reference information. B.18. Provide a statement and any relevant details addressing whether the Respondent is any of the following: (a) is presently debarred, suspended, proposed for debarment, or voluntarily excluded from covered transactions by any federal or state department or agency; (b) has within the past three (3) years, been convicted of, or had a civil judgment rendered against the contracting party from commission of fraud, or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) is presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed above; and (d) has within a three (3) year period preceding the contract had one or more public transactions (federal, state, or local) terminated for cause or default. B.19. Provide a list of any governmental entities for which the Respondent currently procures insurance coverage and list each type of coverage procured for each entity. Please label entities as follows: (1) State governments (i.e., State of Tennessee) (2) If not entire state government, agencies within state government(s) (3) County governments (4) City governments (5) All other public sector entities SCORE (for all Section B—Qualifications & Experience Items above): (maximum possible score = 10) State Use – Evaluator Identification: 02-20-20 RFP RFP 30901-47220 Page 25 of 119 RFP ATTACHMENT 6.2. — SECTION C TECHNICAL RESPONSE & EVALUATION GUIDE SECTION C: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH. The Respondent must address all items (below) and provide, in sequence, the information and documentation as required (referenced with the associated item references). The Respondent must also detail the response page number for each item in the appropriate space below. A Proposal Evaluation Team, made up of three or more State employees, will independently evaluate and score the response to each item. Each evaluator will use the following whole number, raw point scale for scoring each item: 0 = little value 1 = poor 2 = fair 3 = satisfactory 4 = good 5 = excellent The Solicitation Coordinator will multiply the Item Score by the associated Evaluation Factor (indicating the relative emphasis of the item in the overall evaluation). The resulting product will be the item’s Raw Weighted Score for purposes of calculating the section score as indicated. RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score C.1. Provide a narrative that illustrates the Respondent’s understanding of the State’s requirements and project schedule. 5 C.2. Provide a narrative that illustrates how the Respondent will complete the scope of services, accomplish required objectives, and meet the State’s project schedule. 5 C.3. Provide a narrative that illustrates how the Respondent will manage the project, ensure completion of the scope of services, and accomplish required objectives within the State’s project schedule. 5 C.4. Provide a detailed overview of how the Respondent proposes to procure and structure the insurance policies listed below. As part of your response, please rank the top five markets for the policies listed, including the AM Best Rating, and identify how those markets are accessed. Describe how the Respondent would approach these markets on the State’s behalf. (a) All-Risk Property Insurance policy, including flood and earthquake, (b) Comprehensive, wall-to-wall Fine Arts Insurance policy (c) Government Crime Policy with Social Engineering Endorsement (d) Boiler and Machinery policy including quality jurisdictional inspection services (currently included with the property policy) (e) Cyber Liability policy (f) Comprehensive Aviation policy (g) Stand-Alone Terrorism (h) Budget Insurance Protection 35 C.5. Provide a detailed description of the claims adjustment process for each type of insurance policy listed in Item C.4. above. Include a workflow of a claim from start to finish. 10 02-20-20 RFP RFP ATTACHMENT 6.2. — SECTION C (continued) RFP 30901-47220 Page 26 of 119 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score Also include a description of how the Respondent’s services to the State would differ from an individual carrier in the claims adjustment process. Would these services supplement what the insurance carrier provides or replace what the insurance carrier provides through the individual policies? C.6. Describe the level of advisory support the State can expect to receive from the Respondent as the State’s insurance broker on various risk management issues that may arise during a given year including, but not limited to, reviewing insurance requirements in state of Tennessee contracts and coverage questions from state of Tennessee agencies, the University of Tennessee, the University of Memphis, Austin Peay State University, Tennessee State University, Middle Tennessee State University, Tennessee Tech University, East Tennessee State University, and the Tennessee Board of Regents. 20 C.7. Describe the process and time frame for responding to the questions described in Item C.6 above. Include within the description how the Respondent will notify the State if additional information and/or time is needed to answer a question. 10 C.8. List and otherwise describe the risk management consulting services the Respondent offers to its clients that will be included within the 500 hours of professional consulting services that are not otherwise addressed in this RFP. 10 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 60 (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: 02-20-20RFP RFP 30901-47220 Page 27 of 119 RFP ATTACHMENT 6.3 COST PROPOSAL & SCORING GUIDE NOTICE: THIS COST PROPOSAL MUST BE COMPLETED EXACTLY AS REQUIRED COST PROPOSAL SCHEDULE— The Cost Proposal, detailed below, shall indicate the proposed price for goods or services defined in the Scope of Services of the RFP Attachment 6.6., Pro Forma Contract and for the entire contract period. The Cost Proposal shall remain valid for at least one hundred twenty (120) days subsequent to the date of the Cost Proposal opening and thereafter in accordance with any contract resulting from this RFP. All monetary amounts shall be in U.S. currency and limited to two (2) places to the right of the decimal point. NOTE: The successful Respondent will not receive fees or other compensation directly from the State or any other Tennessee state governmental entity or agency with respect to (1) insurance placements for the state of Tennessee’s real property and business personal property, including all-risk property insurance and flood and earthquake, (2) any new insurance or bond placements that is not listed in Section A.2(i) – (viii) of RFP Attachment 6.6., Pro Forma Contract or (3) predictive modeling and support services for the state of Tennessee’s property program as described in Sections A.9 and A.10 of RFP Attachment 6.6, Pro Forma Contract. Compensation to the successful Respondent for such services shall come from commissions or other types of payments, including prospective or potential payments, from insurance carries as a result of property insurance placed on behalf of the State as detailed below and in Section C.3.c of RFP Attachment 6.6., Pro Forma Contract. Consequently, no evaluation points are being awarded based on costs or commissions associated with those services. Evaluation points are being awarded for the two cost items detailed below for providing all other services described in RFP Attachment 6.6., Pro Forma Contract. The Evaluation Factor associated with each cost item is for evaluation purposes only. The evaluation factors do NOT and should NOT be construed as any type of volume guarantee or minimum purchase quantity. The evaluation factors shall NOT create rights, interests, or claims of entitlement in the Respondent. Notwithstanding the cost items herein, pursuant to the second paragraph of the Pro Forma Contract section C.1. (refer to RFP Attachment 6.6.), “The State is under no obligation to request work from the Contractor in any specific dollar amounts or to request any work at all from the Contractor during any period of this Contract.” This Cost Proposal must be signed, in the space below, by an individual empowered to bind the Respondent to the provisions of this RFP and any contract awarded pursuant to it. If said individual is not the President or Chief Executive Officer, this document must attach evidence showing the individual’s authority to legally bind the Respondent. An electronic or facsimile signature, as applicable, is acceptable. RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: RESPONDENT LEGAL ENTITY NAME: Cost Item Description Proposed Cost State Use Only February 1, 2021 – January 31, 2022 February 1, 2022 – January 31, 2023 February 1, 2023 – January 31, 2024 February 1, 2024 – January 31, 2025 February 1, 2025 – January 31, 2026 Sum Evaluation Factor Evaluation Cost (cost x factor) 02-20-20RFP RFP 30901-47220 Page 28 of 119 Professional Risk Management Consulting Services as detailed in Section A.11 of the Pro Forma Contract (RFP Attachment 6.6). $______ per hour $______ per hour $______ per hour $______ per hour $______ per hour 100 All other services detailed in the Pro Forma Contract (RFP Attachment 6.6), excluding (1) insurance placements for the state of Tennessee’s real property and business personal property, all-risk property insurance and flood and earthquake, (2) any new insurance or bond placements that is not listed in Section A.2(i) – (viii) of the Pro Forma Contract (RFP Attachment 6.6) and (3) predictive modeling and support services for the state of Tennessee’s property program as described in Sections A.9 and A.10 of the Pro Forma Contract (RFP Attachment 6.6). Compensation for (1) insurance placements for the state of Tennessee’s real property and business personal property, all- risk property insurance and flood and earthquake, (2) any new insurance or bond placements that is not listed in Section A.2(i) – (viii) of the Pro Forma Contract (RFP Attachment 6.6) and (3) predictive modeling and support services for the state of Tennessee’s property program as described in Sections A.9 and A.10 of the Pro Forma Contract (RFP Attachment 6.6) shall be commissioned- based as provided in Section C.3.c of the Pro Forma Contract (RFP Attachment 6.6). $______ per year $______ per year $______ per year $______ per year $______ per year 1 02-20-20RFP RFP 30901-47220 Page 29 of 119 TOTAL EVALUATION COST AMOUNT (sum of evaluation costs above): The Solicitation Coordinator will use this sum and the formula below to calculate the Cost Proposal Score. Numbers rounded to two (2) places to the right of the decimal point will be standard for calculations. lowest evaluation cost amount from all proposals x 30 ________________________________________________ (maximum section score) = SCORE: evaluation cost amount being evaluated State Use – Solicitation Coordinator Signature, Printed Name & Date: 02-20-20RFP RFP 30901-47220 Page 30 of 119 RFP ATTACHMENT 6.4. 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 solely responsible for obtaining completed reference questionnaires as required (refer to RFP Attachment 6.2., Technical Response & Evaluation Guide, Section B, Item B.17.). 02-20-20RFP RFP 30901-47220 Page 31 of 119 RFP # 30901-47220 REFERENCE QUESTIONNAIRE REFERENCE SUBJECT: RESPONDENT NAME (completed by Respondent before reference is requested) The “reference subject” specified above, intends to submit a response to the State of Tennessee in response to the Request for Proposals (RFP) indicated. As a part of such response, the reference subject must include a number of completed 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. An electronic signature is acceptable; and; ▪ email the completed questionnaire to Dawn Rochelle whose e-mail address is dawn.rochelle@tn.gov. (1) What is the name of the individual, company, organization, or entity responding to this reference questionnaire? (2) Please provide the following information about the individual completing this reference questionnaire on behalf of the above-named individual, company, organization, or entity. NAME: TITLE: TELEPHONE # E-MAIL ADDRESS: (3) What goods or services does/did the reference subject provide to your company or organization? (4) What is the level of your overall satisfaction with the reference subject as a vendor of the goods or services described above? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied RFP # 30901-47220 REFERENCE QUESTIONNAIRE — PAGE 2 If you circled 3 or less above, what could the reference subject have done to improve that rating? 02-20-20RFP RFP 30901-47220 Page 32 of 119 (5) If the goods or services that the reference subject provided to your company or organization are completed, were the goods or services provided in compliance with the terms of the contract, on time, and within budget? If not, please explain. (6) If the reference subject 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. (7) How satisfied are you with the reference subject’s ability to perform based on your expectations and according to the contractual arrangements? (8) In what areas of goods or service delivery does/did the reference subject excel? (9) In what areas of goods or service delivery does/did the reference subject fall short? (10) What is the level of your satisfaction with the reference subject’s project management structures, processes, and personnel? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied What, if any, comments do you have regarding the score selected above? 02-20-20RFP RFP 30901-47220 Page 33 of 119 RFP # 30901-47220 REFERENCE QUESTIONNAIRE — PAGE 3 (11) Considering the staff assigned by the reference subject to deliver the goods or services described in response to question 3 above, how satisfied are you with the technical abilities, professionalism, and interpersonal skills of the individuals assigned? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied What, if any, comments do you have regarding the score selected above? (12) Would you contract again with the reference subject for the same or similar goods or services? Please respond by circling the appropriate number on the scale below. 1 2 3 4 5 least satisfied most satisfied What, if any, comments do you have regarding the score selected above? REFERENCE SIGNATURE: (by the individual completing this request for reference information) DATE: 02-20-20 RFP RFP 30901-47220 Page 34 of 119 RFP ATTACHMENT 6.5. SCORE SUMMARY MATRIX RESPONDENT NAME RESPONDENT NAME RESPONDENT NAME GENERAL QUALIFICATIONS & EXPERIENCE (maximum: 10) EVALUATOR NAME EVALUATOR NAME EVALUATOR NAME AVERAGE: AVERAGE: AVERAGE: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH (maximum: 60) EVALUATOR NAME EVALUATOR NAME EVALUATOR NAME AVERAGE: AVERAGE: AVERAGE: COST PROPOSAL (maximum: 30) SCORE: SCORE: SCORE: TOTAL RESPONSE EVALUATION SCORE: (maximum: 100) Solicitation Coordinator Signature, Printed Name & Date: 02-20-20 RFP RFP 30901-47220 Page 35 of 119 RFP ATTACHMENT 6.6. RFP # 30901-47220 PRO FORMA CONTRACT The Pro Forma Contract detailed in following pages of this exhibit contains some “blanks” (signified by descriptions in capital letters) that will be completed with appropriate information in the final contract resulting from the RFP. CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF TREASURY AND [CONTRACTOR NAME] This Contract, by and between State of Tennessee, Department of Treasury (“State”) and [CONTRACTOR LEGAL ENTITY NAME] (“Contractor”), is for the provision of general investment consulting services for the State in connection with funds over which the Tennessee State Treasurer is responsible for managing or investing, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is [A/AN INDIVIDUAL, FOR-PROFIT CORPORATION, NON-PROFIT CORPORATION, SPECIAL PURPOSE CORPORATION OR ASSOCIATION, PARTNERSHIP, JOINT VENTURE, OR LIMITED LIABILITY COMPANY]. Contractor Place of Incorporation or Organization: [LOCATION] Contractor Edison Registration ID # [NUMBER] A. SCOPE: A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract. A.2. Assessment of State’s Insurance Needs. During the Term of this Contract and in accordance with the terms herein, the Contractor shall assist the State in ensuring that the State maintains the following insurance policies: (i) all-risk, replacement cost coverage for all real property and business personal property for all lines of coverage, including all-risk property insurance, including flood and earthquake; (ii) comprehensive, wall-to-wall fine arts; (iii) government crime with social engineering endorsement; (iv) boiler and machinery, including quality jurisdictional inspection services; (v) cyber liability; (vi) comprehensive aviation; (vii) stand-alone terrorism; and (viii) at the State’s option, budget insurance protection. The Contractor shall perform an in-depth analysis of the State’s current insurance programs and make written recommendations to the State regarding areas of concern, if any, and present alternative solutions to address the concerns. The analysis shall include, but not be limited to, specific limits of liability, per occurrence deductibles, annual aggregate deductibles, stop loss provisions, additional coverages, the elimination of any gaps and/or overlaps in coverage, and other related issues as may be agreed to by the Parties. The written recommendations resulting from this analysis shall be provided to the State on or before May 15 of the first year of the Contract and on or before February 1 of each subsequent year of the Contract. The Contractor shall, at such times as the State requests, meet with appropriate State personnel to discuss the results of the analysis. Any such meetings shall be held in person at the State's facilities in Nashville, Tennessee, or with the State’s approval, via telephone or web-based conference. 37 A.3. Placement of Required Insurance Coverages. The Contractor shall take all steps necessary to place insurance coverages. Such steps shall include, but not be limited to, the development of a submission document and related materials designed to communicate the State's insurance needs to the insurance marketplace, and communication and negotiation with insurance carriers. Required insurance coverages shall be procured and insurance binders delivered to the State at the address specified in Section D.2 below, on or before June 30 of each year with policies to follow within sixty (60) calendar days after July 1 of each year. The State requires that non-admitted insurance carriers may be considered eligible proposers only if quotes cannot be obtained through qualified admitted insurance carriers, as determined by receiving two declinations from admitted insurance carriers. The State reserves the right to accept or reject any proposed insurance carrier. No insurance carrier will have an AM Best rating of below A- VI. A.4. Declaration of Earned Revenues. Except as provided in Section C.3.c. below, the Contractor shall not be allowed to earn revenue through commissions, contingencies, etc. in the performance of this Contract. The Contractor shall provide the State with a report fully accounting its revenues related to the Contract and verifying its compliance with this requirement upon the initial placement of the State’s insurance policies, and annually thereafter at the time of policy renewal, during the Term of this Contract. A.5. Policy Maintenance Services. The Contractor shall take such steps as are necessary to ensure that insurance policies purchased meet the State's specifications, including the review of applicable insurance binders, policies, certificates, and other documents to ensure accuracy. The Contractor shall also assist the State, at the State’s request, in resolving claim disputes between the State and any company providing insurance or bond coverage procured pursuant to this Contract and such other services as are necessary to ensure that coverages procured are maintained. A.6. Policy Evaluation Services. During the period of this Contract, the Contractor shall assist the State in evaluating whether the State's best interest is served by the renewal of existing insurance policies or the procurement of new policies and/or insurance carriers. By no later than one hundred twenty (120) calendar days prior to the renewal date of any policy or bond procured pursuant to this Contract, the Contractor shall evaluate the existing insurance market for such policy or bond, as well as the condition of the insurance market generally, and report its findings to the State in a manner and method mutually agreed to in writing by the Parties. Within that one hundred twenty (120) day period, the Contractor shall also ascertain and report to the State on whether the State's existing insurance carriers propose premium rate increases, coverage modifications and/or anticipate other renewal problems. The evaluation services shall also include, at the State’s request, risk assessment, alternative risk financing review and risk control. A.7. Policy Renewal; New Policy; Reassessment of Insurance Needs. a. Policy Renewal. If during the term of this Contract the State elects to renew any policy or bond or to replace any insurance carrier procured pursuant hereto, the Contractor shall take such steps as are necessary to renew any such policy or bond or to replace any such insurance carrier, without compromising policy terms, conditions, and/or coverages. Such steps shall be taken in accordance with this Contract and subject to the State’s approval. Once the policy or bond is renewed or the carrier is replaced, the Contractor shall provide the declaration of earned revenues report, and the policy maintenance and policy evaluation services described in Sections A.4 – A.6 above. b. New Policy. If during the term of this Contract the State elects to procure a new insurance policy or bond that is not listed in Section A.2(i) – (viii) above, the Contractor shall take such steps as are necessary to place the new insurance coverages in accordance with Section A.3 above. Any new insurance coverage requirements shall be procured by a date mutually agreed to in writing by the Parties. Upon procurement of the new policies, the Contractor shall provide the policy maintenance and policy evaluation services described in Sections A.5 and A.6 above. c. Reassessment of Insurance Needs. At the State’s request, the Contractor shall reassess the State’s insurance needs pursuant to Section A.2 above in any subsequent year during the term of 38 this Contract. The written recommendations resulting from the reassessment shall be provided to the State by a date mutually agreed to in writing by the Parties. The Contractor shall, at such times as the State requests, meet with appropriate State personnel to discuss the results of the reassessment. Any such meetings shall be held in person at the State's facilities in Nashville, Tennessee, or with the State’s approval, via telephone or web-based conference. A.8. Audit of Workers’ Compensation TPA Performance Levels. The Contractor shall audit on an annual basis the performance levels of the State’s workers’ compensation third party administrator (“TPA”) against the respective performance goals and criteria set forth in the contract between the State and the TPA to determine if the TPA is entitled to an incentive payment and the amount of the incentive. A copy of the current contract is attached as Contract Attachment 1. The results of each audit along with its supporting documentation shall be provided to the State by a date mutually agreed to in writing by the Parties. A.9. Predictive Modeling. At the State’s request, the Contractor shall perform predictive modeling for disasters that can impact the state of Tennessee’s property insurance program and make recommendations based on that analysis to assist the State in determining the amount of excess property insurance to be procured. The analysis and recommendations shall be provided to the State by a date mutually agreed to in writing by the Parties. A.10. Support Services for State’s Property Program. With respect to the state of Tennessee’s property program, the Contractor shall perform the following services as may be requested by the State: a. Building valuations b. Business interruption valuations c. Flood analysis & flood emergency response planning d. Property risk control surveys – including recommendations to reduce the risk of a loss e. Guidance on fire protection requirements for new occupancies f. Emergency response procedures – guidelines, testing, templates g. Business Continuity Planning – guidelines, testing, templates h. Disaster Recovery Planning – guidelines, testing, templates The services and resulting deliverables shall be provided to the State in the manner and within the timeframes as shall be mutually agreed to in writing by the Parties. A.11. Other Professional Risk Management Consulting Services. At the State’s request, the Contractor shall provide to the State up to 500 hours of professional risk management consulting services that are described in pages [PAGE NUMBERS FROM SUCCESSFUL PROPOSAL WHICH RESPOND TO SECTION C.8. OF ATTACHMENT 6.2 OF THE RFP] of the Contractor’s Proposal. The services and any resulting deliverables shall be provided to the State in the manner and within the timeframes as shall be mutually agreed to in writing by the Parties. A.12. Key Project Team. a. Personnel Assignment. The Contractor agrees to assign the individuals named in the Contractor’s Proposal as the key project team to the State under this Contract. Should any of the named individuals assigned to this Contract be reassigned, or otherwise removed (whether voluntary or involuntary) as the key project team under this Contract, the Contractor shall promptly notify the State and give the State the right to approve the appointment of the person designated to replace that individual. b. Reassignment or Removal of Personnel. During the term of this Contract, the State reserves the right to require the Contractor to reassign or otherwise remove from performance of this Contract any key project team member found unacceptable by the State and to substitute another individual in his/her place that is acceptable to the State. A.13. Representations and Warranties. The Contractor represents and warrants that (1) it has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services under this Contract; (2) with respect to the services provided under this 39 Contract, it shall not engage in transactions with either itself, including any affiliates or parent companies, except upon the prior written approval of the State; (3) it is duly authorized to execute and deliver this Contract, and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance; (4) the person signing this Contract on its behalf is duly authorized to do so on its behalf; (5) it has obtained all authorizations of any governmental body required in connection with this Contract and the transactions hereunder and such authorizations are in full force and effect; and (6) the execution, delivery and performance of this Contract will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. The Contractor shall promptly notify the State in writing if any of the above representations change or cease to be true and correct in all respects. A.14. Back-up Procedures and Disaster Recovery. The Contractor shall maintain business interruption plans in the event of a loss of the Contractor’s principal place of business due to natural or manmade causes, including back-up systems for data and other records, office space and other technology needed to perform the services hereunder. The Contractor shall resume services hereunder within seventy-two (72) hours of the disaster or malfunction. The Contractor shall provide notification of an incident to the State within two (2) hours after the beginning of operation of the Contractor’s Emergency Operations Command Post. A.15. On-Site Visits. The State or its duly appointed representatives shall be entitled to visit the Contractor’s operational headquarters or other offices where the State’s account is serviced and to examine all records pertaining to the account, and to make reasonable request for copies of such records. A.16. Transfer of Contractor’s Obligations. a. The Contractor shall immediately notify the State in writing of a proposed merger, acquisition or sale of its business operation, or the part of its business operation that provides services under this Contract, or that this Contract will be sold to or assumed by another entity. The entity that is proposed to assume the Contractor’s duties under this Contract, whether through merger, acquisition, sale or other transaction, will be hereinafter described as the “New Entity.” b. The Contractor (or, if the Contractor no longer exists as a legal entity, the New Entity) will provide to the State within a reasonable time, information that the State may require about the merger, acquisition or sale, which may include, but not be limited to, the following: i. the date and terms of the merger, acquisition or sale, including specifically, but not limited to, adequate documentation of the financial solvency and adequate capitalization of the proposed New Entity; ii. a complete description of the relationship of any New Entity to any parent company or subsidiary or division resulting from the merger, acquisition or sale of the original Contractor's business or the part of the original Contractor's business that provides services under this Contract or from assumption by, or sale to, another entity of the contract itsel