Office Supplies

07-18-19 RFP STATE OF TENNESSEE Department of General Services REQUEST FOR PROPOSALS FOR Office Supplies RFP # 32110-19402 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 07-18-19 RFP RFP # 32110-19402 Page 2 of 56 1. INTRODUCTION The State of Tennessee, Department of General Services, 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 purpose of this RFP is to select one Contractor that can meet the State’s need for Office Supplies. It is the intent of the State to contract with a Respondent that can provide the State products and services as specified within this RFP at the best overall value. This RFP encompasses all product categories that are needed for State’s use. Authorized Users and qualified non-profit agencies may utilize the Statewide Contract (SWC) as negotiated by the State. While Authorized Users participation in this Statewide Contract is not mandatory, it is the State’s goal to continue encouraging Authorized Users to use the price agreement(s) resulting from this RFP. The State’s expectation is that this will be an initial one (1) year contract with the option to exercise four (4) additional one-year terms following the initial one (1) year contract. 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 # 32110-19402 07-18-19 RFP RFP # 32110-19402 Page 3 of 56 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: James Vallone Department of General Services – Category Specialist 312 Rosa L Parks Ave – 3rd floor Nashville, TN 37243 615-253-8528 James.Vallone@tn.gov 1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact: a. staff of the Governor’s Office of Diversity Business Enterprise for assistance available to minority-owned, woman-owned, service-disabled veteran-owned, businesses owned by persons with disabilities, and small businesses as well as general, public information relating to this RFP (visit https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /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: Helen Crowley Central Procurement Office, Compliance Tennessee Tower, 3rd Floor 312 Rosa L. Parks Ave., Nashville, TN 37243 p. 615-741-3836 Helen.Crowley@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. 1.4.5. Respondents must assume the risk of the method of dispatching any communication or response to the State. The State assumes no responsibility for delays or delivery failures resulting from the Respondent’s method of dispatch. Actual or digital “postmarking” of a communication or response to the State by a specified deadline is not a substitute for the State’s actual receipt of a communication or response. 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 reserves the right to determine, at its sole discretion, the method of conveying official, written responses and communications related to this RFP. Such written communications may 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 07-18-19 RFP RFP # 32110-19402 Page 4 of 56 be transmitted by mail, hand-delivery, facsimile, electronic mail, Internet posting, or any other means deemed reasonable by the State. For internet posting, please refer to the following website: https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo- /supplier-information-/request-for-proposals--rfp--opportunities1.html. 1.4.8. The State reserves the right to determine, at its sole discretion, the 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. All statistical or fiscal data or information provided by the State in conjunction with this RFP, whether by way of exhibits, amendments or modifications to this RFP, are provided by the State “as is.” The State expressly disclaims any warranty as to the accuracy or the adequacy of any statistical or fiscal data that it provides to Respondents. A Respondent’s reliance upon the accuracy or adequacy of such data shall not be the basis of relief from contract performance or recovery of actual, consequential or punitive damages from the State. 1.5. Assistance to Respondents with a Handicap or Disability Prospective Respondents with a handicap or disability may receive accommodation relating to the communication of this RFP and participating in the RFP process. Prospective Respondents may contact the Solicitation Coordinator to request such reasonable accommodation no later than the Disability Accommodation Request Deadline detailed in the RFP Section 2, Schedule of Events. 1.6. Respondent Required Review & Waiver of Objections 1.6.1. Each prospective Respondent must carefully review this RFP, including but not limited to, attachments, the RFP Attachment 6.6., Pro Forma Contract, and any amendments, for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called “questions and comments”). 1.6.2. Any prospective Respondent having questions and comments concerning this RFP must provide them in writing to the State no later than the Written Questions & Comments Deadline detailed in the RFP Section 2, Schedule of Events. 1.6.3. Protests based on any objection to the RFP shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the Written Questions & Comments Deadline. 1.7. Pre-Response Conference A Pre-response Conference will be held at the time and date detailed in the RFP Section 2, Schedule of Events. Pre-response Conference attendance is not mandatory, and prospective Respondents may be limited to a maximum number of attendees depending upon overall attendance and space limitations. The conference will be held at: Date/Time: February 19, 2020. 2:30pm Central Time. Location: Central Procurement Office Tennessee Tower 3rd Floor 312 Rosa L Parks Ave 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 07-18-19 RFP RFP # 32110-19402 Page 5 of 56 Nashville, TN 37243 Room: Conference Room N If unable to attend in person, the Bridgeline to call-in: 615-253-0068 The purpose of the conference is to discuss the RFP scope of goods or services. The State will entertain questions, however prospective Respondents must understand that the State’s oral response to any question at the Pre-response Conference shall be unofficial and non-binding. Prospective Respondents 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 or other written communication). Such notice should include the following information: ▪ the business or individual’s name (as appropriate); ▪ a contact person’s name and title; and ▪ the contact person’s mailing address, telephone number, facsimile number, and e-mail address. A Notice of Intent to Respond creates no obligation and is not a prerequisite for submitting a response, however, it is necessary to ensure receipt of any RFP amendments or other notices and communications relating to this RFP. 1.9. Response Deadline A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events. The State will not accept late responses, and a Respondent’s failure to submit a response before the deadline will result in disqualification of the response. It is the responsibility of the Respondent to ascertain any additional security requirements with respect to packaging and delivery to the State of Tennessee. Respondents should be mindful of any potential delays due to security screening procedures, weather, or other filing delays whether foreseeable or unforeseeable. 07-18-19 RFP RFP # 32110-19402 Page 6 of 56 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 2/12/2020 2. Disability Accommodation Request Deadline 2:00 p.m. 2/17/2020 3. Pre-response Conference 2:30 p.m. 2/19/2020 4. Notice of Intent to Respond Deadline 2:00 p.m. 2/24/2020 5. Written “Questions & Comments” Deadline 2:00 p.m. 3/2/2020 6. State Response to Written “Questions & Comments” 3/12/2020 7. Response Deadline 2:00 p.m. 4/3/2020 8. State Completion of Technical Response Evaluations 4/17/2020 9. State Opening & Scoring of Cost Proposals 2:00 p.m. 4/22/2020 10. Negotiations (Optional) 4/23/2020 - 4/27/2020 11. State Notice of Intent to Award Released and RFP Files Opened for Public Inspection 2:00 p.m. 4/28/2020 12. End of Open File Period 5/5/2020 13. State sends contract to Contractor for signature 5/28/2020 14. Contractor Signature Deadline 2:00 p.m. 6/4/2020 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 Request for Proposal section 1.8). 07-18-19 RFP RFP # 32110-19402 Page 7 of 56 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 Technical Response should be economically prepared, with emphasis on completeness and clarity, and should NOT exceed 120 pages in length (maps, graphs, charts, as noted and included as an appendix will not count against this page limit). 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 all text must be at least a 12 point font. 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. 07-18-19 RFP RFP # 32110-19402 Page 8 of 56 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. 3.1.2.2. The proposed cost shall incorporate ALL costs for services under the contract for the total contract period, including any renewals or extensions. 3.1.2.3. A Respondent must sign and date the Cost Proposal. 3.1.2.4. A Respondent must submit the Cost Proposal to the State on a separate CD or USB flash drive 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 Technical Response and Cost Proposal files meet all form and content requirements, including all required signatures, as detailed within this RFP. 3.2.2. A Respondent must submit their response 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 properly recorded on its own otherwise blank, standard CD-R recordable disc or USB flash drive and should be clearly identified as the: “RFP # 32110-19402 TECHNICAL RESPONSE ORIGINAL” and six (6) digital copies of the Technical Response each in the form of one (1) digital document in “PDF” format properly recorded on its own otherwise blank, standard CD- R recordable disc or USB flash drive clearly labeled: “RFP # 32110-19402 TECHNICAL RESPONSE COPY” The sealed customer references should be the only paper documents included in the document. 3.2.2.2. Cost Proposal: The Cost Proposal should be in the form of one (1) digital document in “PDF” or “XLS” format properly recorded on a separate, otherwise blank, standard CD-R recordable disc or USB flash drive clearly labeled: “RFP #32110-19402 COST PROPOSAL” An electronic or facsimile signature, as applicable, on the Cost Proposal is acceptable. 3.2.3. A Respondent must separate, seal, package, and label the documents and copies for delivery as follows: 3.2.3.1. The Technical Response and copies must be placed in a sealed package that is clearly labeled: “DO NOT OPEN… RFP # 32110-19402 TECHNICAL RESPONSE FROM [RESPONDENT LEGAL ENTITY NAME]” 3.2.3.2. The Cost Proposal must be placed in a separate, sealed package that is clearly labeled: 07-18-19 RFP RFP # 32110-19402 Page 9 of 56 “DO NOT OPEN… RFP # 32110-19402 COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]” 3.2.3.3. The separately, sealed Technical Response and Cost Proposal components may be enclosed in a larger package for mailing or delivery, provided that the outermost package is clearly labeled: “RFP # 32110-19402 SEALED TECHNICAL RESPONSE & SEALED COST PROPOSAL FROM [RESPONDENT LEGAL ENTITY NAME]” 3.2.3.4. Any Respondent wishing to submit a Response in a format other than digital may do so by contacting the Solicitation Coordinator. 3.2.4. A Respondent must ensure that the State receives a response no later than the Response Deadline time and date detailed in the RFP Section 2, Schedule of Events at the following address: Central Procurement Office Department of General Services Tennessee Tower 3rd Floor Attn: James Vallone, RFP # 32110-19402 312 Rosa L. Parks Ave, Nashville, TN 37243 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 Respondent shall not include in its response, or after contract award, any end-user license agreement, manufacturer’s terms and conditions, service guide, clickwrap agreement, shrinkwrap agreement, online terms and conditions, or other terms and conditions that supplement, modify, or contradict the terms set forth in the Pro Forma Contract. 3.3.3. A response must not restrict the rights of the State or otherwise qualify either the offer to deliver goods or provide services as required by this RFP or the Cost Proposal. If a response restricts the rights of the State or otherwise qualifies either the offer to deliver 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. 3.3.4. 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. 3.3.5. 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. 3.3.6. 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. 3.3.7. 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 07-18-19 RFP RFP # 32110-19402 Page 10 of 56 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. 3.3.8. 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). 3.3.9. 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: 3.3.9.1 An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid; 3.3.9.2 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 3.3.9.3 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. 3.4. 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 authorized Respondent representative. After withdrawing a response, a Respondent may submit another response at any time before the Response Deadline. After the Response Deadline, a Respondent may only withdraw all or a portion of a response where the enforcement of the response would 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. 07-18-19 RFP RFP # 32110-19402 Page 11 of 56 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. 07-18-19 RFP RFP # 32110-19402 Page 12 of 56 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 Supplier 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. https://tntap.tn.gov/eservices/_/#1 07-18-19 RFP RFP # 32110-19402 Page 13 of 56 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. The Respondent awarded the Contract resulting from this RFP shall accept the State’s Purchasing Card (“P-Card”) as a form of payment at no cost to the State and provide level III data reporting information. 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 07-18-19 RFP RFP # 32110-19402 Page 14 of 56 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. 07-18-19 RFP RFP # 32110-19402 Page 15 of 56 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) 30 Cost Proposal (refer to RFP Attachment 6.3.) 60 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, 07-18-19 RFP RFP # 32110-19402 Page 16 of 56 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). 07-18-19 RFP RFP # 32110-19402 Page 17 of 56 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. 07-18-19 RFP RFP # 32110-19402 Page 18 of 56 RFP ATTACHMENT 6.1. RFP # 32110-19402 STATEMENT OF CERTIFICATIONS AND ASSURANCES The Respondent must sign and complete the Statement of Certifications and Assurances below as required, and it must be included in the Technical Response (as required by RFP Attachment 6.2., Technical Response & Evaluation Guide, Section A, Item A.1.). The Respondent does, hereby, expressly affirm, declare, confirm, certify, and assure ALL of the following: 1. The Respondent will comply with all of the provisions and requirements of the RFP. 2. The Respondent will provide all services as defined in the Scope of the RFP Attachment 6.6., Pro Forma Contract for the total Contract Term. 3. The Respondent, except as otherwise provided in this RFP, accepts and agrees to all terms and conditions set out in the RFP Attachment 6.6., Pro Forma Contract. 4. The Respondent acknowledges and agrees that a contract resulting from the RFP shall incorporate, by reference, all proposal responses as a part of the Contract. 5. The Respondent will comply with: (a) the laws of the State of Tennessee; (b) Title VI of the federal Civil Rights Act of 1964; (c) Title IX of the federal Education Amendments Act of 1972; (d) the Equal Employment Opportunity Act and the regulations issued there under by the federal government; and, (e) the Americans with Disabilities Act of 1990 and the regulations issued there under by the federal government. 6. To the knowledge of the undersigned, the information detailed within the response submitted to this RFP is accurate. 7. The response submitted to this RFP was independently prepared, without collusion, under penalty of perjury. 8. No amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Respondent in connection with 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 07-18-19 RFP RFP # 32110-19402 Page 19 of 56 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 and the Cost Proposal documentation must be packaged separately as required (refer to RFP Section 3.2., et. seq.). The Technical Response must NOT contain cost or pricing information of any type. The Technical Response must NOT contain any restrictions of the rights of the State or other qualification of the response. A Respondent must NOT submit alternate responses (refer to RFP Section 3.3.). A Respondent must NOT submit multiple responses in different forms (as a prime and a subcontractor) (refer to RFP 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 credit rating from Moody’s, Standard & Poor’s, A.M. Best or Fitch Ratings, verified and dated within the last three (3) months and indicating a positive credit rating for the Respondent OR, in lieu of the aforementioned credit rating, provide an official document or letter from an accredited credit bureau, verified and dated within the last three (3) months and indicating a satisfactory credit score for the Respondent (NOTE: A credit bureau report number without the full report is insufficient and will not be considered responsive.) 07-18-19 RFP RFP # 32110-19402 Page 20 of 56 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section A— Mandatory Requirement Items Pass/Fail A.4. Provide a statement confirming the Respondent, if awarded a Contract pursuant to this RFP, will accept the State's Purchasing Card as an optional form of payment, in accordance with RFP Section 4.9.3. and RFP Attachment 6.6, Pro Forma Contract Section C.9. Customer Service Mandatory Requirements A.5. Provide a statement confirming that the Respondent can supply at least 95% of items on the Core Items list. A.6. Provide a statement confirming that the Respondent’s product offering in the Catalog submitted to RFP Attachment 6.3, Cost Proposal, includes all categories listed within RFP Attachment 6.6, Pro Forma Contract Section A.5.b. A.7. Provide a statement confirming the Respondent’s capability to deliver to all current and potential delivery sites within the State. A.8. Provide a statement confirming that the Respondent, if awarded a Contract pursuant to this RFP, will assign an Account Manager, who shall be located in Tennessee, and is able to perform the duties outlined in RFP Attachment 6.6, Pro Forma Contract Section A.7.c. 07-18-19 RFP RFP # 32110-19402 Page 21 of 56 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, client base, and location of offices. B.6. Provide a statement of whether there have been any mergers, acquisitions, or change of control of the Respondent within the last ten (10) years. If so, include an explanation providing relevant details. B.7. Provide a statement of whether the Respondent or, to the Respondent's knowledge, any of the 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 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. 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP # 32110-19402 Page 22 of 56 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items NOTE: All persons, agencies, firms, or other entities that provide legal opinions regarding the Respondent must be properly licensed to render such opinions. The State may require the Respondent to submit proof of license for each person or entity that renders such opinions. B.11. Provide a brief, descriptive statement detailing evidence of the Respondent’s ability to deliver the goods or services sought under this RFP (e.g., prior experience, training, certifications, resources, program and quality management systems, etc.). B.12. Provide a narrative description of the proposed project team, its members, and organizational structure along with an organizational chart identifying the key people who will be assigned to deliver the goods or services required by this RFP. B.13. Provide a personnel roster listing the names of key people who the Respondent will assign to meet the Respondent’s requirements under this RFP along with the estimated number of hours that each individual will devote to that performance. Follow the 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. 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. 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. 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); (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. 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP # 32110-19402 Page 23 of 56 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items 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). 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 including them in the sealed Technical Response. 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) Send a reference questionnaire and new, standard #10 envelope to each reference. (c) Instruct the reference to: (i) complete the reference questionnaire; (ii) sign and date the completed reference questionnaire; (iii) seal the completed, signed, and dated reference questionnaire within the envelope provided; (iv) sign his or her name in ink across the sealed portion of the envelope; and (v) return the sealed envelope directly to the Respondent (the Respondent may wish to give each reference a deadline, such that the Respondent will be able to collect all required references in time to include them within the sealed Technical Response). (d) Do NOT open the sealed references upon receipt. https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION B (continued) RFP # 32110-19402 Page 24 of 56 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section B— General Qualifications & Experience Items (e) Enclose all sealed reference envelopes within a larger, labeled envelope for inclusion in the Technical Response as required. 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 sealed reference envelopes included in the Technical Response package, the State reserves the right to confirm and clarify information detailed in the completed reference questionnaires, and may consider clarification responses in the evaluation of 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. SCORE (for all Section B—Qualifications & Experience Items above): (maximum possible score = 10) State Use – Evaluator Identification: 07-18-19 RFP RFP # 32110-19402 Page 25 of 56 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. Illustrate the Respondent’s understanding of the State’s requirements and schedule of events, and how it plans to meet the State’s schedule. 5 C.2. Illustrate how the Respondent will complete the scope of services and accomplish required objectives. 5 Core Items C.3. Describe the Respondent’s proposed process for establishing, reviewing or refreshing Core Items, as outlined in RFP Attachment 6.6, Pro Forma Contract Section A.5. 5 Shipping and Delivery C.4. Illustrate how the Respondent’s warehouse and distribution system will ensure fulfillment and delivery requirements as defined in the scope of services. 4 C.5. Describe the Respondent’s fill rate (an order with 100% fill rate would have no backorders) metric. What is considered “acceptable” and what is considered “excellent”? 4 C.6. Explain the Respondent’s process for notifying end- users that items are out-of-stock if the company is not able to fill an order within the following business day. 3 E-procurement C.7. Describe, in detail, the E-procurement’s functionality currently available to other customers, including, but not limited to, its ability to restrict items to awarded categories, and ability to suggest Core items as an alternative to any Non-Core Items. 4 C.8. Describe the E-procurement’s ability to recommend substitute items if selected item is not readily available. 2 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION C (continued) RFP # 32110-19402 Page 26 of 56 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score Data Management and Integrity C.9. Describe the process for notifying the State of any changes to the Core Items (including price changes, product discontinuation, changes to an item’s UOM or pack size). 3 Implementation and Transition C.10. Provide a description of the Respondent’s timeline, milestones, and resources for implementation of the E- procurement. 2 Customer Service and Account Management C.11. Outline the Respondent’s Dedicated Account Management Team. Include the process for problem escalation. 2 C.12. Describe the Respondent’s customer service quality program. 1 C.13. In addition to the E-procurement, outline additional purchasing methods that will guarantee State contract pricing provided by the Respondent. 3 Invoicing C.14. Describe the Respondent’s standard invoicing process. 3 C.15. Describe, in detail, how invoices from backordered items will be handled. 2 C.16. Describe the process for issuing credit memos for returned or damaged items, in accordance with Pro Forma Contract Section A.6. 3 Reporting C.17. Provide a narrative on the standard reports that are currently provided to customers. Include examples of the most used reports. 2 C.18. Describe the ability of the Reporting system to customize and create ad hoc reports. Also indicate how long it will take to generate such reports. 3 C.19. Provide a description on the Respondent’s ability to provide usage reporting in accordance with RFP Attachment 6.6, Pro Forma contract section A.3. 4 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 30 (maximum possible score) = SCORE: Maximum Possible Raw Weighted Score (i.e., 5 x the sum of item weights above) 07-18-19 RFP RFP ATTACHMENT 6.2. — SECTION C (continued) RFP # 32110-19402 Page 27 of 56 RESPONDENT LEGAL ENTITY NAME: Response Page # (Respondent completes) Item Ref. Section C— Technical Qualifications, Experience & Approach Items Item Score Evaluation Factor Raw Weighted Score State Use – Evaluator Identification: State Use – Solicitation Coordinator Signature, Printed Name & Date: 07-18-19 RFP RFP # 32110-19402 Page 28 of 56 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. Respondents are to complete a protected spreadsheet (“protected” so that Respondents may only insert proposed cost as required) provided by the State as an external attachment to the RFP in lieu of completing the cost proposal table illustrated in the guide. The Respondent is required to submit a Catalog as part of the response to this RFP #32110-19402, that aligns with the requirements outlined in the Cost Proposal and RFP Attachment 6.6, Pro Forma Contract. This Catalog should contain all items the Respondent offers that fall within the categories listed within the Attachment 6.3 RFP 32110- 19402 Cost Proposal. NOTICE: The Evaluation Factor associated with each cost item is for evaluation purposes only. The evaluation factors do NOT and should NOT be construed as any type of volume guarantee or minimum purchase quantity. The evaluation factors shall NOT create rights, interests, or claims of entitlement in the Respondent. Notwithstanding the cost items herein, pursuant to the second paragraph of the Pro Forma Contract section C.1. (refer to RFP Attachment 6.6.), “The State is under no obligation to request work from the Contractor in any specific dollar amounts or to request any work at all from the Contractor during any period of this Contract.” This Cost Proposal must be signed, in the space below, by an individual empowered to bind the Respondent to the provisions of this RFP and any contract awarded pursuant to it. If said individual is not the President or Chief Executive Officer, this document must attach evidence showing the individual’s authority to legally bind the Respondent. Refer to “Attachment 6.3 RFP 32110-19402 Cost Proposal.xlsx” RESPONDENT SIGNATURE: PRINTED NAME & TITLE: DATE: RESPONDENT LEGAL ENTITY NAME: OFFICE SUPPLIES EVALUATION (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 60 (maximum section score) = SCORE: evaluation cost amount being evaluated 07-18-19 RFP RFP ATTACHMENT 6.3. (continued) RFP # 32110-19402 Page 29 of 56 State Use – Solicitation Coordinator Signature, Printed Name & Date: 07-18-19 RFP RFP # 32110-19402 Page 30 of 56 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.), and for enclosing the sealed reference envelopes within the Respondent’s Technical Response. 07-18-19 RFP RFP # 32110-19402 Page 31 of 56 RFP # 32110-19402 REFERENCE QUESTIONNAIRE REFERENCE SUBJECT: RESPONDENT NAME (completed by Respondent before reference is requested) The “reference subject” specified above, intends to submit a response to the State of Tennessee in response to the Request for Proposals (RFP) indicated. As a part of such response, the reference subject must include a number of completed and sealed reference questionnaires (using this form). Each individual responding to this reference questionnaire is asked to follow these instructions: ▪ complete this questionnaire (either using the form provided or an exact duplicate of this document); ▪ sign and date the completed questionnaire; ▪ seal the completed, signed, and dated questionnaire in a new standard #10 envelope; ▪ sign in ink across the sealed portion of the envelope; and ▪ return the sealed envelope containing the completed questionnaire directly to the reference subject. (1) What is the name of the individual, company, organization, or entity responding to this reference questionnaire? (2) Please provide the following information about the individual completing this reference questionnaire on behalf of the above-named individual, company, organization, or entity. NAME: TITLE: TELEPHONE # E-MAIL ADDRESS: (3) What goods or services do /did the Respondent provide to your company or organization? (4) What is the level of your overall satisfaction with the Respondent of the goods or services described above? (5) Were the goods delivered or services completed in compliance with the terms of the contract, on time, and within budget? (6) How satisfied are you with the Respondent’s ability to perform based on your expectations and according to the contractual arrangements? Satisfied Not Satisfied Please check one box Yes No Not Completed Please check one box Satisfied Not Satisfied Please check one box 07-18-19 RFP RFP # 32110-19402 Page 32 of 56 (7) What is the level of your satisfaction with the Respondent’s project management structures, processes, and personnel? (8) Would you contract again with the Respondent for the same or similar goods or services? SIGNATURE: (by the individual completing this reference questionnaire) DATE: (must be the same as the signature across the envelope seal) Satisfied Not Satisfied Please check one box Satisfied Not Satisfied Please check one box 07-18-19 RFP RFP # 32110-19402 Page 33 of 56 RFP ATTACHMENT 6.5. SCORE SUMMARY MATRIX RESPONDENT NAME RESPONDENT NAME RESPONDENT NAME GENERAL QUALIFICATIONS & EXPERIENCE (maximum: 10) EVALUATOR #1 EVALUATOR #2 EVALUATOR #3 EVALUATOR #4 EVALUATOR #5 EVALUATOR #6 AVERAGE: AVERAGE: AVERAGE: TECHNICAL QUALIFICATIONS, EXPERIENCE & APPROACH (maximum: 30) EVALUATOR #1 EVALUATOR #2 EVALUATOR #3 EVALUATOR #4 EVALUATOR #5 EVALUATOR #6 AVERAGE: AVERAGE: AVERAGE: COST PROPOSAL (maximum: 60) SCORE: SCORE: SCORE: TOTAL RESPONSE EVALUATION SCORE: (maximum: 100) Solicitation Coordinator Signature, Printed Name & Date: 07-18-19 RFP RFP # 32110-19402 Page 34 of 56 RFP ATTACHMENT 6.6. RFP # 32110-19402 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. 07-18-19 RFP RFP # 32110-19402 Page 35 of 56 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF GENERAL SERVICES, CENTRAL PROCUREMENT OFFICE AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of General Services (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of Office Supplies, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company. Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number A. SCOPE: A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract. A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the Contract: Catalog – This term shall mean the price list submitted in response to RFP #32110-19402, and will become part of RFP Attachment 6.6, Contract Attachment C. This Catalog shall contain all Core and Non- Core Items. This Catalog shall contain, at a minimum, list price, item description, and part numbers for all goods and services being offered within the scope of this Contract. Core Item – This term shall mean a State-designated list of items in the Catalog that the State anticipates purchasing frequently. Also, this term shall have the meaning as ascribed to it in Section A.5. E-Procurement – This term shall mean an online or punch-out Catalog to the Contractor’s web-based ordering platform, which integrates with the State’s Oracle PeopleSoft solution via Commerce eXtensible Markup Language. Green Purchasing – This term shall mean goods that are purchased that support environmental values and sustainability goals. The Contractor is required for monthly reporting to flag these purchases. Non-Core Items – This term shall mean all items within a product category that are not designated by the State as Core Items. These items are available for purchase on contract based on a discounted price from the Contractor’s Catalog. Office Supplies – This term shall have the meaning as ascribed to it in Section A. Volume Rebate – This term shall mean the payment from the Contractor to the State based upon spend on contract, as ascribed in Contract Section C.12. A.3. Reporting. Reporting shall provide statistical data on all purchases made from the Contract by Authorized Users. a. Monthly Sales Report. The Monthly Usage Report will be detailed and broken down by line item and include, but not be limited to the following: i. Name of Authorized User entity; ii. Identity of purchaser: State entity or non-State entity; iii. Product Category; iv. Contractor Item Number; v. Commodity Description; 07-18-19 RFP RFP # 32110-19402 Page 36 of 56 vi. Contractor’s List Price; vii. Contract Price; viii. Unit of Measure (UOM); ix. Core List/Catalog Item Flag; x. Assortment Item Flag; xi. Brand/Manufacturer; xii. Model Number/Manufacturer Number; xiii. Line Item Quantity Purchased; xiv. Line Item Dollar Amount (Volume) Purchased; xv. Ship Date; xvi. Delivery Date; xvii. UNSPSC Code; xviii. P-Card Flag (indicates if the transaction was paid using a P-card); xix. Green Purchasing flag. b. Quarterly Business Review (QBR). The parties will hold a quarterly business review meeting (a “QBR”) for the purposes of assessing the parties’ progress in fulfillment of the obligations assumed in this Agreement and addressing and attempting to resolve such other issues as either party wishes to present for review and consideration at the QBR meetings. The QBR meetings shall be held via videoconference or in-person at the Tennessee Department of General Services, Central Procurement Office in Nashville, Tennessee. c. Annual Report. A final, cumulative annual report within forty-five (45) days after the end of each year of the Term is required. In addition, the Contractor shall continually monitor the effectiveness of this Contract and its impact on the State, including data collection, trends and analyses, Contractor shall meet with the State and mutually agree on the data at the Contractor is required to submit. d. Monthly Pricing Audit Report. Each month during the Term, the State shall be permitted to audit up to 15 Core Items and 15 Non-Core Items of the State’s choosing. Documentation shall be provided by the Contractor and include, at a minimum, the list price, price charged, price paid, the Contractor’s cost at the date of purchase order, and include any applicable discount. e. Custom Reports. The Contractor shall provide mutually agreed upon custom reports, as requested periodically by the State, at no additional charge to the State. A.4. Service Level Agreements. a. Order Confirmation. Contractor shall provide acknowledgement, in writing, of receipt of a purchase order and placement of an order within two (2) hours of receipt of a purchase order. b. Purchase Orders. All goods and services to be provided under this Contract shall be ordered by issuance of a purchase order document or purchase order number. The purchase order will indicate the detailed item description and shall include the details outlined in subsections 1 through 4 below. All purchase orders are subject to the terms and conditions of this Contract. In the event of any conflict between a purchase order and this Contract, this Contract shall control. i. Purchase Order: Each purchase order shall reference this Contract by name and number and must be signed by an authorized signatory. Each purchase order shall include the following information at a minimum: 1. Ship to address; 2. Bill to address; 3. Total Invoice Amount; and 07-18-19 RFP RFP # 32110-19402 Page 37 of 56 4. Details about the goods or service being provided – model number and all accessories shall be noted. c. Delivery. The Contractor shall deliver all goods within one (1) business day of purchase order issued. Standard delivery of all goods will be inside, unless otherwise stated on the Authorized User’s purchase order. “Inside” means any location within an Authorized User’s occupied building. i. Shipping Confirmation. Contractor shall provide acknowledgement, in writing, of manufacturer's ship date within one (1) day of receipt of a purchase order and subsequent order placement. ii. Delivery Confirmation. Contractor shall provide acknowledgement, in writing, of arrival of any goods and the receipt of these goods by an Authorized User within two (2) or more business days. d. Backorders. If an item is on backorder (not scheduled for delivery for two (2) business days or more), the Contractor shall notify the Authorized User, which shall then decide whether to accept late delivery or cancel the item from the order. e. F.O.B. Destination. All goods shall be delivered F.O.B. Destination. A.5. Item Requirements – Core and Non-Core. a. Core Items. These items are available for purchase on contract based on a fixed unit price and must be kept in stock by the supplier. The Contractor shall be required to review and revise the Core Item list each Annual Period based upon the items ordered by the State during the previous Annual Period. The initial Core Item list for the first Annual Period shall cover between 30-40% of the State’s spend. After the first Annual Period and for the remainder of the Term of the Contract, the Contractor shall provide a Core Item list that covers in excess of 50% of the State’s spend. The State shall have the final approval of each Annual Period’s revised Core Item list offerings. Price changes for Core Items shall only be conducted in accordance with Section C.2., Price Changes. b. Catalog. The Contractors Catalog submitted in response to RFP #32110-19402, will be incorporated into Contract Attachment C. The Contractors Catalog shall contain, at a minimum, list price, offer price, item description, manufacturer, and manufacturer part numbers for all Office Supplies Core Items and Non-Core Items within the scope of this Contract. The Office Supplies categories within the scope of this Contract include, but may not be limited to, the following: 07-18-19 RFP RFP # 32110-19402 Page 38 of 56 Ink and Toner Cleaning Units and Waste Toner OEM Drums / Developer Belts OEM Laser Toner Cartridge Compatible Toner OEM Fax Cartridges Remanufactured Drums / Developer Belts Maintenance and Transfer Kits OEM Inkjet Cartridge Remanufactured Inkjet Cartridge Remanufactured Laser Toner Cartridge General Office Supplies Appointment Books Highlighters Pens Art and Craft Supplies Journal, Ledger, and Record Permanent Markers Backpacks, Cases and Rolling Cases Labeling Equipment and Supplies Presentation and Accessories Badges and Lanyards Literature Holders Staplers, Punches and Supplies Binders and Accessories Mailing Supplies Stationery, Cards and Card Stock Calendars Notebooks and Writing Pads Tape, Adhesives and Fasteners Computer Fax and Add Rolls Organization Sets, Tools and Accessories Teaching Aids Filing, Forms, and Envelopes Pencils Tools and Measuring Devices Technology Cables, Adapters and Hubs Document Scanners Mobile Phone Accessories CDR/DVD Media Ergonomic Accessories Monochrome Laser Single Function Printer Color Laser Single Function Printer Extension Cords, Power Strips and Surge Protectors Multimedia Projector Computer Cleaning and Maintenance Inkjet Printers Office Electronics Data Storage Machines and Supplies PC and Laptop Locks Digital Cameras Mice and Keyboards Printer Accessories Shredders c. Excluded Categories. Office Supplies categories that are excluded from this contract include the following: Laptops; Desktop Computers; Telephones; Televisions; Copy Paper; Colored Copy Paper; Photo Paper; All-in-one Printers i. The State reserves the right to block additional categories not listed in this section, in accordance with Section A.8.b. A.6. Damaged Deliveries. 07-18-19 RFP RFP # 32110-19402 Page 39 of 56 a. Responsibility. The Contractor shall be responsible for packaging all Items necessary to safeguard such Items from damage during shipment. Deliveries of damaged merchandise, incorrect Items, or incorrect quantities shall be corrected the following business day. b. Rejected Items or Late Delivery. In the event the Contractor fails to meet the requested delivery date, the Authorized User may cancel such order at that time, provided equipment has not been shipped from the Contractor’s warehouse. c. Returns and Restocking Fee. The State requires that each Contractor have no return or restocking fees for any products returned within thirty (30) days of receipt. i. All returns are to be credited within fifteen (15) business days of receipt. A.7. Customer Service Plan. The State requires a service organization capable of servicing the entire State. The sales force will maintain close communications with the State and will be the primary contacts. a. Response Time. The Contractor shall provide a maximum forty-eight (48) hour response time to all inquiries. b. Hours of Customer Service. The Contractor shall provide customer service operation Monday - Friday, 7:00 am to 5:00 pm CST. All orders placed before 2:00pm CST shall be delivered by Contractor following standards set above in Section A.4. Service Level Agreements. c. Account Manager. The Contractor shall supply an Account Manager to be the first point of contact with the State regarding this Contract, who shall be available in Nashville, Tennessee by the following business day at the office of Tennessee Department of General Services, Central Procurement Office if an occasion arises in the State’s sole discretion that deems such a trip necessary. The Account Manager will be required to attend and participate in the QBR outlined in Section A.3.b. The Account Manager shall be familiar with this Contract, the State Agencies, and be prepared to handle all service issues and billing inquiries promptly. A.8. E-Procurement Supplemental Category Management Functionality. a. Overview and Commitment. The Contractor shall participate in the TN SmartShop initiative. TN SmartShop is an e-marketplace of active statewide contracts where Authorized Users can leverage the buying power of the State to purchase goods and services. b. Online Catalog Capabilities. The Contractor shall provide and maintain an up-to date online catalog (“E-Procurement”) containing all Core Items and Non-Core Items available for purchase under this Contract. The E-Procurement must have in-stock and out-of- stock status, identify Core Items, and identify green, or environmentally friendly, products. The E-Procurement shall have the capability to advise end users on alternative items that are available. The E-Procurement shall have the capability to block, or not allow, categories or specific items that are deemed by the State, at its sole discretion, to not be within the scope of the contract. A.9. Substitute Items Offered by the Contractor. In the event that an ordered item is no longer being manufactured or is replaced by a functionally equivalent item with superior technological features to the item being replaced, Contractor may offer a substitute item ("Substitute"). The Substitute shall: (a) meet or exceed the functional, technical, and performance characteristics of the item being replaced; (b) not exceed the cost of the item being replaced; and (c) be available for order on the date Contractor requests to make the substitution. Contractor 07-18-19 RFP RFP # 32110-19402 Page 40 of 56 shall not make any substitutions for awarded items without the State's prior, written approval. Contractor shall submit any proposed substitutions to the Central Procurement Office and include sufficient information to show that criteria (a) -- (c) above are met. A.10. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge. Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract. Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry. If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law. A.11. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State. B. TERM OF CONTRACT: B.1. Initial Term. This Contract shall be effective on July 1, 2020 (“Effective Date”) and extend for a period of twelve (12) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date. B.2. Renewal Options. This Contract may be renewed upon satisfactory completion of the Term. The State reserves the right to execute up to four (4) renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months. B.3. Term Extension. The State may extend the Term an additional period of time, not to exceed one hundred-eighty (180) days beyond the expiration date of this Contract, under the same terms and conditions, at the State’s sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months. C. PAYMENT TERMS AND CONDITIONS: C.1. Estimated Liability. The total purchases of any goods or services under the Contract are not known. The State estimates the purchases during the Term shall be Forty-Four Million Dollars ($44,000,000.00) (“Estimated Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor 07-18-19 RFP RFP # 32110-19402 Page 41 of 56 will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract. C.2 Price Changes. a. Core Items. Prices listed in awarded published catalog, price lists or price schedule for Core Items shall remain firm for three hundred sixty-five (365) days (“Core Item Firm Price Period”). Price increases for these Core Items shall be proc