Adaptive Learning Platform (TCAT Jackson) *Posted Final Questions/Responses*

Adaptive Learning & Mastery-Based Remediation Platform

Adaptive Learning & Mastery-Based Remediation Platform

1 INTRODUCTION

1.1 Background

The Tennessee Board of Regents System of Higher Education established by T. C. A. 49-8-101 is (hereinafter "System", "System Office" or "TBR") is among the largest System of higher education in the Nation. The System is composed of 13 community colleges, 22 colleges of applied technology, and the System Office. Tennessee College of Applied Technology Jackson (hereinafter "Institution" or "TCAT Jackson") is located in Madison County, Tennessee.

The System seeks to promote and ensure equal opportunity for all persons without regard to race, color, religion, sex, ethnic or national origin, sexual orientation, gender identity, genetic information, disability status, age or status as a protected veteran and shall fully comply with Executive Order 11246, as amended, and all other applicable federal and state equal opportunity laws.

1.2 Statement of Procurement Purpose

The System Office has issued this Request for Quote (RFQ) to define the Institution's minimum service requirements. Through this RFQ, the Institution seeks to procure a necessary Adaptive Learning & Mastery-Based Remediation Platform at the most favorable, competitive pricing and to give all qualified businesses the opportunity to do business with the Institution. Vendors must complete the Tax Ownership Ethnicity Form (See Attachment D for form and classification definitions). In addition, all small, minority, women and service-disabled veteran owned businesses are strongly encouraged to register with the State of Tennessee GO-BID to attain official certification. The Institution shall work with the successful Proposer and the GO-BID Office regarding registration/certification.

The Institution supports both general-education/transfer coursework and industry-certification and workforce programs typical of community-college and TCAT settings. The platform procured under this RFQ is intended to diagnose individual skill gaps, deliver targeted remediation, enforce mastery before advancement, and report outcomes at the learner, section, course, program, and institution levels.

The Institution intends to secure a contract for an Adaptive Learning & Mastery-Based Remediation Platform as further defined in RFQ Requirements.

1.3 Scope of Services

TBR requests quotations from bidders who can service TBR as identified in Attachment B, Scope of Work.

The Successful Bidder shall be required to execute an Agreement with TBR. A Sample Pro Forma Contract is provided as Attachment A, which substantially represents the contract that the Successful Bidder will be required to sign. Any exceptions to the attached Agreement must be provided in the Bidders RFQ Response. Failure of the Successful Bidder and TBR to agree to final contract terms will be cause for rejection of the Successful Bidder's RFQ Response and TBR reserves the right to begin discussion with the next lowest bid that meets the RFQ requirements.

1.4 General Information

Each Bid Response to this RFQ must include a signed copy of Attachment C, D, E and F. Bids may be delivered electronically via email ():

Physical Submission: Electronic Submission:

Tennessee Board of Regents Email: procurement.travel@tbr.edu 1 Bridgestone Park Subj. Line: "Bid for RFQ-TBR 27-0021" 3rd Floor, Attn RFQ-TBR 27-0021 (Purchasing) Nashville, TN 37214

Invoice billing shall occur monthly, quarterly, or annually.

Campus hours of operation are Monday through Friday from 7:00 a.m. - 4:30 p.m.

The Institution point of contact:

Katina Thomas

TCAT Jackson

2468 Technology Center Dr.

Jackson, TN 38301

Email:

Phone:731-859-9740

The following TBR holiday schedule will be observed for 2026 calendar year:

January 1, 2026 - New Year's Day January 19, 2026 - Martin Luther King Day May 25, 2026 - Memorial Day

June 19, 2026- Juneteenth Day July 3, 2026 - Independence Day-Administrative Closing day September 7, 2026 - Labor Day November 26-27, 2026, Thanksgiving Day & One Administrative Closing Day December 24-31, 2026, Christmas Eve and Day and Five Administrative Closing Days

1.5 Mandatory Requirements

The following requirements are mandatory. Items marked "GATING" are pass/fail. A proposal that fails to satisfy any gating requirement at the time of submission will be deemed non-responsive and will not be scored.

Accessibility - VPAT 2.1 (GATING). The Vendor must submit, at the time of proposal, a current Voluntary Product Accessibility Template (VPAT), ITI Edition Version 2.1 or later, documenting the product's conformance to WCAG 2.1 Levels A and AA and Section 508. A VPAT of an edition older than 2.1, or the absence of a VPAT, will render the proposal non-responsive.

Security - HECVAT (GATING). The Vendor must submit a current, completed HECVAT (Full or Lite, as applicable) at the time of proposal.

Data Privacy Agreement (GATING). The Vendor must agree to execute a Data Privacy Agreement consistent with Tennessee and FERPA requirements, using TBR's standard DPA template.

Insurance. The Contractor shall maintain a commercial general liability policy providing coverage including bodily injury, personal injury, death, property damage, and medical claims, with minimum limits of $1,000,000 per occurrence and $3,000,000 in the aggregate and shall maintain workers' compensation coverage (or a qualifying self-insured program) as required under Tennessee law. Certificates of insurance shall be delivered no later than the effective date of the Contract.

Background checks. The Successful Bidder shall assign to the Institution only those personnel who have passed a criminal background check acceptable to the Institution.

Data residency. The Vendor shall ensure that all data, including Personal Information and Highly-Sensitive Personal Information, is stored and processed within the geographic boundaries of the United States.

Insurance: The Contractor shall maintain a commercial general liability policy. The commercial general liability policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage and medical claims, with minimum limits of $1,000,000 per occurrence, $3,000,000 in the aggregate. The Contractor shall maintain workers' compensation coverage, or a self-insured program as required under Tennessee law. The Contractor shall deliver to the Institution both certificates of insurance no later than the effective date of the Contract. If any policy providing insurance required by the Contract is cancelled prior to the policy expiration date, the Contractor, upon receiving a notice of cancellation, shall give immediate notice to the Institution.

The enumeration in the Contract of the kinds and amounts of liability insurance shall not abridge, diminish or affect the Contractor's legal responsibilities arising out of or resulting from the services under this Contract.

1.6 Questions and Resulting Contract

All questions related to this RFQ must be submitted in writing by 10/15/2026 to procurement.travel@tbr.edu. No questions will be entertained after the submittal deadline.

The attached Pro Forma Contract, Attachment A, shall be the resulting Contract executed for this solicitation.

1.7 Bidder's Pricing Quotation

Bidders are required to provide its pricing in the format requested in Attachment C. Any other cost submission shall make the RFQ non-responsive and TBR may reject it.

CONTRACT

BY AND BETWEEN

TENNESSEE BOARD OF REGENTS

AND

[CONTRACTOR NAME]

This Contract is entered into this __ day of ________, 20__ by and between [INSTITUTION NAME] (hereinafter referred to as the "Institution") and [CONTRACTOR LEGAL ENTITY NAME], (hereinafter referred to as the "Contractor"), is for the purpose of providing [SHORT DESCRIPTION OF THE SERVICE], as further defined in the "SCOPE OF SERVICES".

The Contractor is [AN INDIVIDUAL / A FOR-PROFIT CORPORATION / A NONPROFIT CORPORATION / A SPECIAL PURPOSE CORPORATION OR ASSOCIATION / A FRATERNAL OR PATRIOTIC ORGANIZATION / A PARTNERSHIP / A JOINT VENTURE / A LIMITED LIABILITY COMPANY] with its principal location being:

[ADDRESS]

The Contractor's place of incorporation or organization is [STATE OF ].

A. SCOPE OF SERVICES:

A.1. Adaptive Learning & Mastery-Based Remediation Platform

B. CONTRACT TERM:

B.1. Contract Term. This Contract shall be effective for the period commencing on November 15, 2026 and ending on Novembner 14, 2027. The Institution shall have no obligation for services rendered by the Contractor which are not performed within the specified period.

B.2. Term Extension. The Institution reserves the right to extend this Contract for an additional period or periods of time representing increments of no more than one year and a total contract term of no more than five years, provided that the Institution notifies the Contractor in writing of its intention to do so at least thirty (30) days prior to the Contract expiration date. An extension of the term of this Contract will be effected through an amendment to the Contract. If the extension of the Contract necessitates additional funding beyond that which was included in the original Contract, the increase in the Institution's maximum liability will also be effected through an amendment to the Contract and shall be based upon rates provided for in the original Contract.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the Institution under this Contract exceed [WRITTEN DOLLAR AMOUNT] [$NUMBER AMOUNT]. The Service Rates in Section C.3 include, but are not limited to, all applicable taxes, fees, overheads, and all other direct and indirect costs incurred or to be incurred by the Contractor. The maximum liability represents available funds for payment to the Contractor and does not guarantee payment of any such funds to the Contractor under this Contract unless the Institution requests work and the Contractor performs the work.

C.2. Compensation Firm. The Service Rates and the Maximum Liability of the Institution under this Contract are firm for the duration of the Contract and are not subject to escalation for any reason unless this Contract is amended.

C.3. Payment Methodology. The Contractor shall be compensated based on the Service Rates herein for units of service authorized by the Institution in a total amount not to exceed the Contract Maximum Liability established in Section C.1. The Contractor's compensation shall be contingent upon the satisfactory completion of units of service or project milestones listed below. The Contractor shall be compensated based upon the following Service Rates:

The Contractor shall submit monthly invoices, in form and substance acceptable to the Institution with all of the necessary supporting documentation, prior to any payment. Such invoices shall be submitted for completed units of service or project milestones for the amount stipulated.

C.4. Travel Compensation.

The Contractor shall not be compensated or reimbursed for travel, meals, or lodging.

C.5. Payment of Invoice. The payment of an invoice by the Institution shall not prejudice the Institution's right to object to or question any invoice or matter in relation thereto. Such payment by the Institution shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any of the amounts invoiced therein.

To ensure payment is made in a timely manner, the Contractor shall submit ALL invoices for the Institution's System Office and the Tennessee Colleges of Applied Technology (TCATs) electronically to . Contractor agrees that no payment shall be made until the Contractor is officially registered through the Institution's Vendor Portal and provide all registration information requirements.

C.6. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment theretofore made which are determined by the Institution, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute proper remuneration for compensable services.

C.7. Deductions. The Institution reserves the right to deduct from amounts which are or shall become due and payable to the Contractor under this or any Contract between the Contractor and the Institution any amounts which are or shall become due and payable to the Institution by the Contractor.

C.8. Retention of Final Payment. An amount of [WRITTEN DOLLAR AMOUNT] [$NUMBER AMOUNT], representing [WRITTEN NUMBER] percent [NUMBER %] of the maximum total compensation payable under this Contract, shall be withheld by the Institution until [WRITTEN NUMBER] [NUMBER] days after final completion of the services to be performed by the Contractor under this Contract.[THIS MAY BE DELETED IF NOT APPLICABLE]

D. STANDARD TERMS AND CONDITIONS:

D.1. Required Approvals. The Institution is not bound by this Contract until it is approved by the appropriate officials in accordance with applicable Tennessee laws and regulations.

D.2. Modification and Amendment. This Contract may be modified only by a written amendment executed by all parties hereto and approved by the appropriate officials in accordance with applicable Tennessee state laws and regulations.

D.3. Ethnicity. This Contract shall not be executed until the Contractor has completed the Minority/Ethnicity Form.

D.4. Termination for Convenience. The Institution may terminate this Contract, in whole or in part, without cause for any reason. Termination under this Section D. 4 shall not be deemed a Breach of Contract by the Institution. The Institution shall give the Contractor at least thirty (30) days written notice before the effective termination date. The Contractor shall be entitled to receive compensation for satisfactory, authorized service completed as of the termination date, but in no event shall the Institution be liable to the Contractor for compensation for any service which has not been rendered. Upon such termination, the Contractor shall have no right to any actual general, special, incidental, consequential, or any other damages whatsoever of any description or amount based upon such termination.

D.5. Termination for Cause. If the Contractor fails to perform its obligations under this Contract in a timely or proper manner, or if the Contractor violates any term of this Contract, the Institution shall have the right to immediately terminate the Contract and withhold payments in excess of fair compensation for completed services; provided, however, Institution shall have the option to give Contractor written notice and a specified period of time in which to cure. Notwithstanding the above, the Contractor shall not be relieved of liability to the Institution for damages sustained by virtue of any breach of this Contract by the Contractor.

D.6. Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the services performed under this Contract without obtaining the prior written approval of the Institution. If such subcontracts are approved by the Institution, they shall contain, at a minimum, sections of this Contract pertaining to "Conflicts of Interest" and "Nondiscrimination". Notwithstanding any use of approved subcontractors, the Contractor shall be the prime contractor and shall be responsible for all work performed.

D.7. Conflicts of Interest. The Contractor warrants that no part of the total Contract amount shall be paid directly or indirectly to an employee or official of the State of as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed relative to this Contract.

D.8. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of disability, age, race, color, religion, sex, veteran status, national origin, or any other classification protected by Federal, or State constitutional or statutory law. The Contractor shall, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.9. Records. The Contractor shall maintain documentation for all charges against the Institution under this Contract. The books, records, and documents of the Contractor, insofar as they relate to work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the Institution, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

D.10. Monitoring. The Contractor's activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the Institution, the Comptroller of the Treasury, or their duly appointed representatives.

D.11. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the Institution as requested. [OR SPECIFY TIME PERIOD - MONTHLY, QUARTERLY, SEMI-ANNUALLY, ANNUALLY, ETC.]

D.12. Strict Performance. Failure by any party to this Contract to insist in any one or more cases upon the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the parties hereto.

D.13. Independent Contractor. The parties hereto, in the performance of this Contract, shall not act as employees, partners, joint venturers, or associates of one another. It is expressly acknowledged by the parties hereto that the parties are independent contracting entities and that nothing in this Contract shall be construed to create an employer/employee relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever.

The Contractor, being an independent contractor and not an employee of the Institution, agrees to carry adequate public liability and other appropriate forms of insurance on the Contractor's employees, and to pay all applicable taxes incident to this Contract.

OR

The Contractor, being an independent contractor and not an employee of the Institution, agrees to carry public liability insurance, issued by a carrier licensed to do business in the State of Tennessee, in the amount of at least one million dollars per occurrence, with an endorsement naming the Institution as an additional insured under the policy, and any other forms of insurance required by law, including, but not limited to workers compensation insurance. The Contractor shall provide proof of all insurance required under this section prior to execution of this Contract. Contractor shall pay applicable taxes incident to this Contract.

[If the contract calls for the Contractor to do work on the property of the Institution or to do acts on behalf of the Institution that have any risk of injury to others, choose the second option]

D.14. Institution Liability. The Institution shall have no liability except as specifically provided in this Contract.

D.15. Force Majeure. The obligations of the parties to this Contract are subject to prevention by causes beyond the parties' control that could not be avoided by the exercise of due care including, but not limited to, acts of God, riots, wars, epidemics or any other similar cause.

D.16. State and Federal Compliance. The Contractor shall comply with all applicable State and Federal laws and regulations, including Institution policies and guidelines in the performance of this Contract.

D.17. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of . The Contractor agrees that it will be subject to the exclusive jurisdiction of the Tennessee Claims Commission in actions that may arise under this Contract. The Contractor acknowledges and agrees that any rights or claims against the Institution or its employees hereunder, and any remedies arising therefrom, shall be subject to and limited to those rights and remedies, if any, available under Tennessee Code Annotated, Sections 9-8-101 through 9-8-407.

D.18. Severability. If any terms or conditions of this Contract are held to be invalid or unenforceable as a matter of law, the other terms and conditions hereof shall not be affected thereby and shall remain in full force and effect. To this end, the terms and conditions of this Contract are declared severable.

D.19. Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract.

E. ADDITIONAL TERMS AND CONDITIONS:

E.1. Communications and Contacts.

The Institution: Katina Thomas, Coordinator of Grants and Institutional Advancement TCAT Jackson

2468 Technology Center Dr.

Jackson, TN 38301

Phone:731-859-9740

The Contractor: [NAME AND TITLE OF CONTRACTOR CONTACT PERSON] [CONTRACTOR NAME] [ADDRESS] [TELEPHONE NUMBER] [FACSIMILE NUMBER] All instructions, notices, consents, demands, or other communications shall be sent in a manner that verifies proof of delivery. Any communication by facsimile transmission shall also be sent by mail on the same date as the facsimile transmission. All communications which relate to any changes to the Contract shall not be considered effective until agreed to, in writing, by both parties.

E.2. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State and/or Federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the Institution reserves the right to terminate the Contract upon written notice to the Contractor. Termination under this Section E.2 shall not be deemed a breach of Contract by the Institution. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. Should such an event occur, the Contractor shall be entitled to compensation for all satisfactory and authorized services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from the Institution any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount.

E.3. Breach. A party shall be deemed to have breached the Contract if any of the following occurs (However, this list is not exclusive: failure to perform in accordance with any term or provision of the Contract; partial performance of any term or provision of the Contract; any act prohibited or restricted by the Contract; or, violation of any warranty. For purposes of this Contract, these items shall hereinafter be referred to as a "Breach."

a. Contractor Breach- Institution shall notify Contractor in writing of a Breach.

(1) In event of a Breach by Contractor, the Institution shall have available the remedy of actual damages and any other remedy available at law or equity.

(2) Liquidated Damages- [INCLUDE THIS SECTION ONLY IF APPLICABLE AND ADD ATTACHMENT AS DESCRIBED BELOW] In the event of a Breach, the Institution may assess Liquidated Damages. The Institution shall notify the Contractor of amounts to be assessed as Liquidated Damages. The parties agree that due to the complicated nature of the Contractor's obligations under this Contract it would be difficult to specifically designate a monetary amount for a Breach by Contractor as the amounts are likely to be uncertain and not easily proven. Contractor hereby represents and covenants it has carefully reviewed the Liquidated Damages provisions contained in the above referenced, Attachment [NUMBER] and agrees that the amounts represent a reasonable relationship between the amount and what might reasonably be expected in the event of Breach, and are a reasonable estimate of the damages that would occur from a Breach. It is hereby agreed between the parties that the Liquidated Damages represent solely the damages and injuries sustained by the Institution in losing the benefit of the bargain with Contractor and do not include any injury or damage sustained by a third party. The Contractor agrees that the liquidated damage amount is in addition to any amounts Contractor may owe the Institution pursuant to the indemnity provision or other section of this Contract. The Institution may continue to withhold the Liquidated Damages or a portion thereof until the Contractor cures the Breach, the Institution exercises its option to declare a Partial Default, or the Institution terminates the Contract. The Institution is not obligated to assess Liquidated Damages before availing itself of any other remedy. The Institution may choose to discontinue Liquidated Damages and avail itself of any other remedy available under this Contract or at law or in equity; provided, however, Contractor shall receive a credit for Liquidated Damages previously withheld except in the event of a Partial Default.

(3) Partial Default- In the event of a Breach, the Institution may declare a Partial Default. In which case, the Institution shall provide the Contractor written notice of: (1) the date which Contractor shall terminate providing the service associated with the Breach; and (2) the date the Institution will begin to provide the service associated with the Breach. Notwithstanding the foregoing, the Institution may revise the time periods contained in the notice written to the Contractor.

In the event the Institution declares a Partial Default, the Institution may withhold, together with any other damages associated with the Breach, from the amounts due the Contractor the greater of: (1) amounts which would be paid the Contractor to provide the defaulted service; or (2) the cost to the Institution of providing the defaulted service, whether said service is provided by the Institution or a third party. To determine the amount the Contractor is being paid for any particular service, the Institution shall be entitled to receive within five (5) days of any request, pertinent material from Contractor. The Institution shall make the final and binding determination of the amount. Upon Partial Default, the Contractor shall have no right to recover from the Institution any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Contractor agrees to cooperate fully with the Institution in the event a Partial Default is declared.

b. Institution Breach- In the event of a Breach of contract by the Institution, the Contractor shall notify the Institution in writing within 30 days of any Breach of contract by the Institution. The notice shall contain a description of the Breach. In the event of Breach by the Institution, the Contractor may avail itself of any remedy available in the Claims Commission; provided, however, failure by the Contractor to give the Institution written notice and opportunity to cure as described herein operates as a waiver of the Institution's Breach. Failure by the Contractor to file a claim before the Claims Commission within one (1) year of the written notice of Breach shall operate as a waiver of the claim in its entirety. It is agreed by the parties this provision establishes a contractual period of limitations for any claim brought by the Contractor.

E.4. Copyrights and Patents/Institution Ownership of Work Products. Contractor grants Institution a world-wide, perpetual, non-exclusive, irrevocable, fully paid up license to use any proprietary software products delivered under this Contract. The Institution shall have royalty-free and unlimited rights to use, disclose, reproduce, or publish, for any purpose whatsoever, as well as share in any financial benefits derived from the commercial exploitation of all work products created, designed, developed, or derived from the services provided under this Contract. The Institution shall have the right to copy, distribute, modify and use any training materials delivered under this Contract for internal purposes only.

The Contractor agrees to indemnify and hold harmless the Institution as well as its officers, agents, and employees from and against any and all claims or suits which may be brought against the Institution for infringement of any third party's intellectual property rights, including but not limited to, any alleged patent or copyright violations. The Institution shall give the Contractor written notice of any such claim or suit and full right and opportunity to conduct the Contractor's own defense thereof. In any such action brought against the Institution, the Contractor shall take all reasonable steps to secure a license for Institution to continue to use the alleged infringing product or, in the alternative, shall find or develop a reasonable, non-infringing alternative to satisfy the requirements of this Contract.

The Contractor further agrees that it shall be liable for the reasonable fees of attorneys for the Institution in the event such service is necessitated to enforce the obligations of the Contractor to the Institution.

E.5. Insurance. The Contractor shall maintain a commercial general liability policy. The commercial general liability policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage and medical claims, with minimum limits of $1,000,000 per occurrence, $3,000,000 in the aggregate. The Contractor shall maintain workers' compensation coverage or a self-insured program as required under Tennessee law. The Contractor shall deliver to the Institution both certificates of insurance no later than the effective date of the Contract. If any policy providing insurance required by the Contract is cancelled prior to the policy expiration date, the Contractor, upon receiving a notice of cancellation, shall give immediate notice to the Institution.

The enumeration in the Contract of the kinds and amounts of liability insurance shall not abridge, diminish or affect the Contractor's legal responsibilities arising out of or resulting from the services under this Contract.

E.6. Performance Bond. [ADD ONLY IF APPLICABLE] Contractor shall furnish a performance bond in the amount equal to [WRITTEN DOLLAR AMOUNT] ($[NUMBER AMOUNT]), guaranteeing full and faithful performance of all undertakings and obligations under this Contract for the initial Contract term and all extensions thereof. The bond shall be in the manner and form prescribed by the Institution, must be issued through a company licensed to issue such a bond in the State of .

The Contractor shall provide the bond to the Institution no later than the effective date of this Contract. Failure to provide the performance bond prior to the deadline as required shall result in contract termination. In lieu of a performance bond, a surety deposit, in the sum of [WRITTEN DOLLAR AMOUNT] [$NUMBER DOLLAR AMOUNT], may be substituted if approved by the Institution prior to its submittal.

E.7. Competitive Procurements. If this Contract provides for reimbursement of the cost of goods, materials, supplies, equipment, or services, such procurements shall be made on a competitive basis, when practical.

E.8. Inventory/Equipment Control. [CHOOSE ONE]

The Contractor agrees to be responsible and accountable for the maintenance, management, and inventory of all property purchased totally or in part with funds provided under this Contract. The Contractor shall maintain a perpetual inventory system for all equipment purchased with funds provided under this Contract and shall submit an inventory control report with the required progress reports.

The Contractor shall notify the Institution, in writing, of any equipment loss describing reason(s) for the loss. Should the equipment be destroyed, lost, or stolen, the Contractor shall be responsible to the Institution for the pro rata amount of the residual value at the time of loss based upon the Institution's original contribution to the purchase price.

Upon completion or cancellation of this Contract, all equipment purchased with funds provided under this Contract shall be returned to the Institution.

[OR]

No equipment shall be purchased under this Contract.

E.9. Institution Furnished Property. The Contractor shall be responsible for the correct use, maintenance, and protection of all articles of nonexpendable, tangible, personal property furnished by the Institution for the Contractor's temporary use under this Contract. Upon termination of this Contract, all property furnished shall be returned to the Institution in good order and condition as when received, reasonable use and wear thereof excepted. Should the property be destroyed, lost, or stolen, the Contractor shall be responsible to the Institution for the residual value of the property at the time of loss.

E.10. Contract Documents. Included in this Contract by reference are the following documents: a. This Contract document and its attachments b. The Request for Proposal and its associated amendments c. The Contractor's Proposal In the event of a discrepancy or ambiguity regarding the interpretation of this Contract, these documents shall govern in order of precedence as listed above. This Contract, including all documents listed above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

E.11. Prohibited Advertising. The Contractor shall not refer to this Contract or the Contractor's relationship with the Institution hereunder in commercial advertising in such a manner as to state or imply that the Contractor or the Contractor's services are endorsed.

E.12. Hold Harmless. The Contractor agrees to indemnify and hold harmless the Institution as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person (including Institution), firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys for the Institution in the event such service is necessitated to enforce the terms of this Contract or otherwise enforce the obligations of the Contractor to the Institution.

In the event of any such suit or claim, the Institution shall give the Contractor written notice of any such claim or suit, and the Contractor shall have full right and obligation to conduct the Contractor's own defense thereof and shall provide all assistance required by the Institution in the Institution's defense. Nothing contained herein shall be deemed to accord to the Contractor, through its attorney(s), the right to represent the Institution in any legal matter, such rights being governed by Tennessee Code Annotated, Section 8-6-106.

E.13. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it and its principals:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or state department or agency;

b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal 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. are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or Local) with commission of any of the offenses listed in section b. of this certification; and

d. have not within a three (3) year period preceding this Contract had one or more public transactions (Federal, State, or Local) terminated for cause or default.

E.14. ProhibitiononHiringIllegalImmigrants. T.C.A. 12-3-309 prohibits State entities from contracting to acquire goods or services from any person who knowingly utilize the service of illegal immigrants in the performance of a contract or who knowingly utilize the services of any subcontractor, if permitted under the contract, who will utilize the services of illegal immigrants in the performance of the contract. By signing this Contract, the Contactor attests, certifies, warrants, and assures that the Contractor shall not knowingly utilize the services of illegal immigrants in the performance of the Contract and will not knowingly utilize the services of any subcontractor, if permitted under the Contract, who will utilize the services of illegal immigrants in the performance of the Contract.

If Contractor is discovered to have breached the Attestation, the Commissioner of Finance and Administration shall declare that the Contractor shall be prohibited from contracting or submitting a bid to any Tennessee Board of Regents institution or any other state entity for a period of one (1) year from the date of discovery of the breach. Contractor may appeal the one (1) year by utilizing an appeals process in the Rules of Finance and Administration, Chapter 0620.

E.15. Red Flags and Identity Theft. (Include only if applicable) The Contractor shall have policies and procedures in place to detect relevant Red Flags, as that term is defined in Federal Trade Commission regulations, that may arise in the performance of the Contractor's activities under the Contract or review the Institution's Red Flags identity theft program and report any Red Flags to Institution.

E.16. Sales and Use Tax. The Contractor attests that it has registered with, or have received an exemption from, the Department of Revenue for the collection of Tennessee sales and use tax. This registration requirement is a material requirement of this Contract. The Contractor shall comply, and shall require any subcontractor to comply, with all laws and regulations governing the remittance of sales and use taxes on the sale of goods and services made by the Contractor, or the Contractor's subcontractor.

E.17. Data Privacy and Security.

Data Privacy.

"Personal Information" means information provided to Contractor by or at the direction of Institution, or to which access was provided to Contractor by or at the direction of Institution, in the course of Contractor's performance under this Agreement that:

identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or

can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers.

Contractor represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Information complies with all applicable federal and state privacy and data protection laws, including without limitation, the Gramm-Leach-Bliley Act ("GLBA"); the Health Information Portability and Accountability Act ("HIPAA");the Family Educational Rights and Privacy Act ("FERPA") of 1974 (20 U.S.C. 1232g), the FTC's Red Flag Rules and any applicable federal or state laws, as amended ,together with regulations promulgated thereunder. Contractor represents and warrants that Contractor will use the Personal Information only for the purposes authorized by this Agreement and will not sell or share the Personal Information with any other person or entity. Contractor shall not use Personal Information for profiling, analytics, training of algorithms or models (including AI/ML), or any purpose not explicitly authorized in writing by Institution.

Some Personal Information provided by Institution to Contractor is subject to FERPA. Contractor acknowledges that its improper disclosure or re-disclosure of Personal Information covered by FERPA may, under certain circumstances, result in Contractor's exclusion from eligibility to contract with Customer for at least five (5) years and agrees to become a "school official" as defined in the applicable Federal Regulations for the purposes of this Agreement.

Data Security. Contractor represents and warrants that Contractor will maintain compliance with the SSAE18 standard or successor standard, and shall undertake any audits and risk assessments Contractor deems necessary to maintain compliance with SSAE18.

Incident Response.

"Security Incident" means any reasonably suspected breach of information security, unauthorized access to any system, server or database, or any other unauthorized access, use, or disclosure of Personal Information or Highly-Sensitive Personal Information occurring on systems under Contractor's control. Contractor shall: (a) provide Institution with the name and contact information for an employee of Contractor who shall serve as Customer's primary security contact and shall be available to assist Customer twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a Security Incident; (b) notify Institution of a Security Incident as soon as practicable, but no later than forty eight (48) hours after Contractor becomes aware of it, except where disclosure is prohibited by law; and (c) notify Institution of any such Security Incident as follows:

(insert applicable IT or other staff contact information specific to the Institution here)

Contact:

Contact Email:

Contact Phone:

and

a copy by e-mail to Contractor's primary business contact at the Institution.

Sub-Processor Incident Notification. "Sub-Processor" means any third

party, affiliate, agent, or contractor engaged by or on behalf of Contractor that processes, stores, transmits, or otherwise accesses Institution data in connection with the performance of this Agreement, including cloud hosting, infrastructure, software, storage, backup, disaster recovery, security, monitoring, support, or incident-response services. A third party will be deemed a Sub-Processor regardless of whether Contractor formally designates or identifies it as such. Contractor remains fully responsible for the acts and omissions of all Sub-Processors.

Contractor shall promptly notify Institution, in writing and in no event later than seventy-two (72) hours after discovery, of any incident in which Institution data held or processed by any third party acting on Contractor's behalf, whether or not Contractor designates such third party as a Sub-Processor, in which such data is accessed, acquired, or disclosed by or to an unauthorized entity. Such notification shall include, at a minimum: (i) the nature and scope of the incident, (ii) the identity of the third party involved, (iii) the categories and approximate volume of Institution data affected, and (iv) the corrective actions taken or planned. Contractor shall remain fully responsible for the acts and omissions of all third parties processing Institution data on its behalf, and Contractor's characterization or classification of such third parties shall not limit or relieve Contractor of any obligation under this Agreement.

Contractor shall use best efforts to immediately mitigate or resolve any Security Incident, at Contractor's expense and in accordance with applicable privacy rights, laws, regulations and standards. Contractor shall reimburse Institution for actual costs incurred by Institution in responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation incurred under all applicable laws as a result of the Security Incident.

Return of Personal Information. At any time during the term of this Agreement, at the Institution's written request or upon the termination or expiration of this Agreement, Contractor shall return to the Institution all copies, whether in written, electronic or other form or media, of Confidential, Highly-Sensitive, or Personal Information in its possession, or at Customer's direction, securely dispose of all such copies conforming to NIST SP 800-88 Rev. 1 "Guidelines for Media Sanitization" or successor standard. Upon request or contract termination, the contractor must provide a certificate or certified document stating that they have either returned all requested Confidential, Highly-Sensitive, or Personal Information to TBR or securely destroyed it in accordance with relevant regulations. This certificate should include details of the methods used for destruction and confirmation that no copies of the information remain in the contractor's possession. Contractor shall provide the certificate of destruction within ten (10) business days of request or contract termination.

The Contractor shall provide and retain timely, accurate, and comprehensive information such as records and reports that allow TBR to monitor risks. The inventory of reports should include SOC 1, SOC 2, and reports for data breaches. In cases where SOC reports are not available, TBR will accept a Higher Education Community Vendor Assessment Toolkit (HECVAT) report as an alternative. Contractor shall provide updated SOC 2, SOC 2 Bridge letters, or HECVAT reports annually or upon material change to operations. Contractor shall immediately report any exceptions or control failures identified during audits.

Data Residency. Contractor shall ensure that all data, including but not limited to Personal Information and Highly-Sensitive Personal Information, is stored and processed within the geographic boundaries of the United States. The Contractor shall not transfer or store any data outside of the United States without the prior written consent of the Institution. In the event of any data transfer or storage outside the United States, the Contractor must comply with all applicable data protection laws and regulations and provide adequate safeguards to protect the data. Contractor may use Sub-Processors such as AWS or Microsoft Azure, provided that all data remains within data centers located in the continental United States, and those sub-processors comply with equivalent security and privacy obligations.

E.18. Contractor Reporting. The Contractor shall assist with the Institution's state and federal reporting requirements by providing, as requested, a quarterly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, service-disabled veterans, and persons with disabilities. Such reports shall be provided to the Institution in form and substance as required by the Institution.

E.19. Iran Divestment Act. The requirements of Tenn. Code Ann. 12-12-101 et.seq., addressing contracting with persons with investment activities in Iran, shall be a material provision of this Contract. The Contractor agrees, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. 12-12-106.

E.20. Boycott of Israel. The Contractor certifies that is not currently engaged in and will not for the duration of the contract engage in, a boycott of Israel as defined by Tenn. Code Ann. 12-4-119. This provision shall not apply to contracts with a total potential value of less than two hundred fifty thousand dollars ($250,000) or to contractors with less than ten (10) employees.

E.21 Foreign Adversary. The Contractor certifies, as required by Tenn. Code Ann. 4-56-204(c), that it is not a foreign adversary company and will not knowingly sell or provide to the Institution a final product or service that includes information and communication technologies if that final product or service is manufactured or produced by a foreign adversary company.

E.22. Service and Software Accessibility Standards. The Contractor warrants and represents that the service and software, including any updates, provided to the Institution will meet the accessibility standards set forth in WCAG 2.1 AA and EPub 3, where applicable. To the extent the products fail to meet these standards, the Contractor will provide the Institution with fully completed Accessibility Statement and Conformance and Remediation forms. The Contractor shall indemnify and hold the Institution harmless from any claims arising out of inaccessibility related to the Contractor's product and/or services.

E.23. Click-Wrap Agreements. The Contractor agrees that click-wrap agreements shall not be binding upon the Institution. No employee has the actual or apparent authority to enter into click-wrap agreements on behalf of the Institution without the approval of the Institution's Procurement and/or Contracts Office. No employee has the authority to modify, amend, or supplement this Contract through a click-wrap agreement. This Contract can only be modified, amended, or supplemented under these terms through a written amendment in accordance with the Institution's and TBR's procedures, policies, and guidelines.

E.24. Binding Contract. The Contractor fully understands that this Contract is not binding except and until all appropriate State officials' approvals and signatures have been obtained, and the fully executed document returned to the Contractor.

ATTACHMENT B

SCOPE OF WORK

Tennessee College of Applied Technology (TCAT) Jackson solicits Quotations from Bidders who can provide an Adaptive Learning & Mastery-Based Remediation Platform meeting the below requirements/specifications.

1. Product Description

The Institution seeks an adaptive, mastery-based learning and remediation platform that diagnoses individual skill gaps, dynamically assigns targeted remediation, continuously reassesses and adjusts each learner's pathway, and enforces mastery before advancement. The platform must serve both general-education/transfer coursework and industry-certification/workforce programs within a single unified platform and single student account and must integrate into existing LMS course workflows.

2. Functional & Technical Requirements

Demonstrated Outcomes at 2-Year / Technical Institutions

At least one case study from a two-year, community college, or technical college deployment (not solely 4-year universities), naming the institution.

Case study must report quantified before/after or treatment-vs-control data on at least one of: course completion rate, term-to-term retention, certification/pass rate, or reduction in D/F/W rates.

Bidder must report platform-wide usage scale (unique learners served, cumulative hours logged) at an institution of comparable size and student population to a typical TBR institution.

Mastery-Based, Adaptive Diagnostic & Remediation Methodology

Platform must diagnose individual skill-level gaps and dynamically assign targeted remediation practice, continuously reassessing and adjusting the learner's pathway in real time. Static/linear problem sets, one-time diagnostics, or content generated solely from a single uploaded document or photo do not meet this requirement.

Platform must track and enforce mastery at the skill level, requiring learners to demonstrate readiness before advancing, in support of competency-based education models. A tool that only scores individual quiz attempts without a mastery-gating mechanism does not meet this requirement.

Bidder must be prepared to demonstrate the diagnostic-to-remediation-to-reassessment loop live if invited by the Institution.

LMS Integration & Enterprise Interoperability

Platform must integrate with institutional LMS platforms via LTI 1.3 (or equivalent current LTI Advantage standard), supporting single sign-on at minimum.

Bidder must demonstrate current, working integration with leading LMS platforms such as Canvas, Moodle, and D2L Brightspace.

Platform must accommodate integration with LMS platforms beyond those named, should a participating institution use a different system; Bidder must describe its general approach to supporting additional LMS platforms on request.

Bidder must disclose whether integration with any additional LMS platform requires custom development (particularly for systems that do not support LTI), and describe the expected timeline and scope of such work.

Integration must allow deployment of adaptive practice and mastery experiences within the existing course workflow without requiring students or instructors to adopt a separate system.

Institutional, Course-, Section-, and Learner-Level Analytics

Platform must provide actionable reporting at every level: individual learner, course section, course, program, and institution. A tool that reports only to the individual student does not meet this requirement.

Reporting must track mastery progression over time, not just point-in-time quiz scores, and must be exportable or visible to faculty and institutional administrators for program-level decision-making.

Bidder must be prepared to demonstrate the reporting dashboard, including a section- and course-level rollup view, live if invited by the Institution.

Faculty Configurability, Content Flexibility & IP Protection

Platform must allow faculty to incorporate their own instructional materials and configure learning pathways aligned to their own course design, rather than requiring instructors to conform to a fixed, predefined curriculum.

Bidder must contractually protect instructor-contributed intellectual property and institutional/student usage data from being repurposed outside the institution's own deployment.

Bidder must describe how faculty maintain control over pacing, content sequencing, and assessment configuration at the section level.

Certification & Workforce Program Support

Platform must support both general-education/transfer coursework (math, science, etc.) and industry-certification exam preparation (e.g., CompTIA and comparable technical credentials relevant to TCAT programs) within a single unified platform and single student account.

Bidder must provide a current list of specific certification tracks supported and evidence of content currency (update cadence against exam-objective changes). Platform must support learning across disciplines.

Responsible & Transparent Use of AI

Bidder must describe how AI is used in diagnostic, remediation, and content-generation functions in instructionally meaningful and transparent terms - including how the platform distinguishes AI-assisted practice from academic-integrity risks such as answer generation without learning validation.

Bidder must describe data governance for any AI models involved, including whether student or institutional data is used to train models outside the institution's own instance.

Pricing Model Flexibility

Bidder must offer an enterprise licensing model including both a per-course and a per-student licensing model, and describe how each is structured, so institutions can select the model that best fits a program's enrollment pattern.

Bidder must disclose full pricing under each model, including any minimums, tiering by enrollment volume, and how pricing applies to low-enrollment TCAT programs.

Bidder must describe how pricing accommodates multi-institution or systemwide deployment (e.g., volume pricing, consolidated billing) versus single-institution adoption.

Client Services & Implementation Support

Bidder must describe its process for introducing and embedding the platform at a new institution, including an implementation timeline from contract execution to first-course go-live.

Bidder must describe ongoing support offered to faculty, IT/technical staff, administrators, and students separately, including available training formats (live training, self-service documentation, office hours) and the fee structure for those services.

Bidder must describe its account/engagement management model for multi-institution or systemwide deployments, including whether a named point of contact is assigned and expected response-time commitments.

Bidder must describe how it supports faculty through the change-management process of adopting a new instructional tool, including onboarding support and any "faculty champion" or peer-support model.

Security, Privacy & Compliance Readiness

Bidder must submit a current, completed HECVAT (Full or Lite, as applicable) at time of proposal.

Bidder must submit a current VPAT, ITI Edition Version 2.1 or later, documenting accessibility conformance to WCAG 2.1 A & AA and Section 508. A VPAT older than Version 2.1, or a missing VPAT, renders the proposal non-responsive.

Bidder must agree to execute a Data Privacy Agreement consistent with Tennessee and FERPA requirements, using TBR's standard DPA template.

Proposals missing any of the above three items at submission - or submitting a VPAT edition older than 2.1 - will be deemed non-responsive and will not be scored.

3. Accessibility Requirements

All Information Material and Technology (IMT) developed, purchased, upgraded, or renewed by or for the use of TBR must comply with all applicable TBR policies and Federal and State laws and regulations, including WCAG 2.1 A & AA, Section 508, and standards promulgated under Section 504 of the Rehabilitation Act and Title II of the Americans with Disabilities Act, as amended. Compliance means that a person with a disability can acquire the same information, engage in the same interactions, and enjoy the same goods and services as a person without a disability, in an equally effective and integrated manner, with substantially equivalent ease of use.

The Bidder must provide a current VPAT (ITI Edition 2.1 or later) for the product at time of proposal. If the Bidder is not fully compliant at this time, it shall complete the Accessibility Conformance and Remediation Form (Attachment H) and follow its plan for remediation. Additional detail is requested in Attachment G.

4. Training & Implementation

The Vendor shall provide a complete description of its training and implementation services for faculty, IT/technical staff, administrators, and students, including remote training; all virtual training should be recorded and posted for continued use by the Institution. The Vendor shall provide an implementation timeline from contract execution to first-course go-live.

ATTACHMENT C

Bidder's Pricing Quotation

Note: The final contract rates to be added upon contract award.

Pricing shall reflect the total cost of providing all services as specified in Attachment B (Scope Of Work).

The Institution reserves the right to request additional documentation and bid clarification.

Detailed Scope of Work as Outlined in Attachment B.

Signature _______________________________________

Authorized Signature for Bidder

Acknowledges Mandatory Requirements in Section 1.5

Printed Name __________________________________

Date ______________________________________

ATTACHMENT D

To comply with reporting regulations required by the State of Tennessee and the United States federal income tax laws, it is necessary that the following information be provided prior to the issuance of any contract.

This form must be completed in full.

*Minority Ownership Clarification:

"Minority owned business" means a business that is a continuing, independent, for profit business which performs a commercially useful function, and is at least fifty-one percent (51%) owned and controlled by one (1) or more minority individuals who are impeded from normal entry into the economic mainstream because of past practices of discrimination based on race or ethnic background.

"Minority" means a person who is a citizen or lawful permanent resident of the United States and who is:

a) African American (a person having origins in any of the black racial groups of Africa);

b) Hispanic (a person of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race);

c) Asian American (a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands); or

d) Native American (a person having origins in any of the original peoples of North America).

**Woman-Owned Business Clarification:

A "woman-owned business" means a woman owned business that is a continuing, independent, for profit business which performs a commercially useful function, and is at least fifty-one percent (51%) owned and controlled by one or more women; or, in the case of any publicly owned business, at least fifty-one percent (51%) of the stock of which is owned and controlled by one (1) or more women and whose management and daily business operations are under the control of one (1) or more women.

***Small Business Ownership Clarification:

A "small business" means a business that is independently owned and operated for profit, is not dominant in its field of operation and is not an affiliate or subsidiary of a business dominant in its field of operation.

The State of TN, GO-BID Certification Program establishes small business guidelines on industry size standards. The criteria guidelines are required to be met in order for a business to be considered small. The annual receipts or number of employees indicates the maximum allowed for a small business concern and its affiliates to be considered small.

****Service-Disabled Veteran Business Enterprise (SDVBE) Clarification

Tennessee Service-Disabled Veteran owned mean any person who served honorably on active duty in the Armed Forces of the United States with at least a twenty percent (20%) disability that is service-connected meaning that such disability was incurred or aggravated in the line of duty in the active military, naval or air service. "Tennessee service disabled veteran owned business" means a service-disabled veteran owned business that is a continuing, independent, for profit business located in the state of Tennessee that performs a commercially useful function.

Tennessee Service-Disabled Veteran owned means a service-disabled owned business that is a continuing, independent, for profit business located in the state of Tennessee that performs a commercially useful function, and

is at least fifty-one percent (51%) owned and controlled by one (1) or more service-disabled owned veterans;

In the case of a business solely owned by (1) service-disabled veteran and such person's spouse, is at least fifty percent (50) owned and controlled by the service-disabled veteran; or

In the case of any publicly owned business, at least fifty-one percent (51%) of the stock of which is owned and controlled by one (1) or more service-disabled veteran and whose management and daily business operations are under the control of one (1) or more service-disabled veteran.

*****Persons with Disabilities, Disabled Business Enterprise (DSBE)

Business owned by persons with disabilities" means a business owned by a person with a disability that is a continuing, independent, for-profit business that performs a commercially useful function, and is at least fifty-one percent (51%) owned and controlled by one (1) or more persons with a disability; or, in the case of any publicly-owned business, at least fifty one percent (51%) of the stock of which is owned and controlled by one (1) or more persons with a disability and whose management and daily business operations are under the control of one (1) or more persons with a disability:

Person with a disability" means an individual who meets at least one (1) of the following:

(A) Has been diagnosed as having a physical or mental disability resulting in marked and severe functional limitations that is expected to last no less than twelve (12) months;

(B) Is eligible to receive social security disability insurance (SSDI); or

(C) Is eligible to receive supplemental security income (SSI) and has a disability as defined in subdivision (A)

ATTACHMENT E

TENNESSEE BOARD OF REGENTS

REQUEST FOR QUOTATION

Bid subject to the RFQ Terms and Conditions provided and bid must be received by:

Date/Time: Due Date 10/29/2026, 3:00pm Central Time

Attn: Jennie Schuller, Procurement and Contracts

(615) 366-4411 procurement.travel@tbr.edu

Unless otherwise requested, quote on each item separately. Unit prices shall be shown. If unable to furnish items as specified, submit a complete descriptive specification of substituted items offered. The Tennessee Board of Regents is exempt from state, federal, and local taxes; do not include taxes in quotation. Quote F.O.B., Tennessee Board of Regents, Nashville, Tennessee. Minimum terms: Net 30 days. Prepayment not allowed. Quotation must be typewritten or in ink.

THIS IS NOT AN ORDER

The bidder offers and agrees that these prices ___ will be extended ___ will not be extended to other state institutions of higher education and bidder ___ will ___ will not agree to honor pricing provided herein for a period of one (1) year from date of award of this bid if accepted within _____ days of bid opening date (above). It is preferred that vendors hold pricing for a year so that other institutions may utilize the procurement if institutional funds are available. (Please initial appropriate affirmations above)

__________________________________ ____________________________________________

(Print Name of Bidding Firm) (Print Name of Contact Person)

__________________________________ _____________________________________________

(Address) (Phone Number)

__________________________________ _____________________________________________

(City, State, Zip) (Email Address)

__________________________________ _____________________________________________

(Authorized Signature) (Date)

ATTACHMENT F

Request for Vendor Registration

All Bidders are encouraged to complete the TBR Total Supplier Management (TSM) vendor registration process with Institution and become a registered vendor. Although vendor registration with the Institution is not required to submit a bid, a resulting contract and/or PO from this RFQ process cannot be finalized without the successful Proposer being registered with the institution.

In addition to the above, the Institution will work with Proposers and the State of Tennessee GO-BID Certification Program (GO-BID) to allow Proposers to obtain official state certification. For information regarding staff of the GO-BID available to assist 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:

For assistance with this process, Bidders can contact .

Click on URL link below to register your company in our TSM vendor system.

If you have completed the TSM vendor registration process or if you have previously registered in the TBR TSM vendor registration system, please enter your Supplier ID #____________

If you have not completed the TSM vendor registration process, please check here _________.

Is Parent company located outside of the United States: Yes__________ No ___________

If Yes, what country is the Parent company located: __________________________

ATTACHMENT G

Vendor Product Accessibility Statement and Documentation (VPAT)

Purpose of Accessibility Statement

An effective Accessibility Statement includes several key components including:

A clear statement of commitment to ensuring equal access for all users

Required written documentation on the level of conformance with THEC/TBR accessibility standards

Information for users with disabilities regarding product/service accessibility features and gaps

A mechanism to allows users to provide accessibility feedback

Links to resources (internal or external) that provide additional or related information

Key Components

Commitment Statement

Emphasize commitment to ensuring the accessibility of the product/service.

Note any ongoing efforts to monitor for and remediate accessibility issues as they are identified.

Required Documentation

Provide written documentation on

how the product/service meets the THEC/TBR accessibility standards,

/

Voluntary Product Accessibility Template ()

And (if applicable)

any available accessibility testing results

List any third-party agencies with whom you have worked to evaluate accessibility support

Describe any formal testing process you use to determine accessibility support

Indicate if you conduct user testing with persons with disabilities to verify accessibility support

and include the Form when standards conformance is not fully achieved to demonstrate vendor's planned roadmap to full conformance.

Provide links to any other internal accessibility documentation (e.g., accessibility information within general product documentation, FAQs, best practices, tutorials, case studies, or white papers).

Note any other best practices or guidelines utilized during design and development (if applicable).

Product Usage Information for Users with Disabilities

Describe any product features that may improve accessibility for users with disabilities including:

Accessibility-specific features (e.g. the ability to adjust font size and color/contrast settings for text or the availability of closed captions for videos)

General product features that may especially benefit users with disabilities (e.g. an 'HTML 5' mode optimized for mobile platforms that also improves keyboard-only navigation).

Describe any high-impact product accessibility gaps along with suggested interim workarounds that allow users to complete key tasks until the gaps are resolved. For example, if a technical support website isn't compatible with screen readers used by the blind, appropriate interim workarounds might include:

Alternative business processes that bypass the accessibility barrier (e.g. providing phone-based support until the web-based support site is accessible)

Use of a third-party product to replace or supplement inaccessible product functions (e.g. indicating that users may submit or check the status of technical support tickets via email).

Describe accessibility features provided by your communication channels (e.g. a deaf or hard-of-hearing user may contact you via a TTY line or access support personnel familiar with telephone relay services).

Feedback Mechanism

Indicate whether you have specific resources devoted to handling accessibility questions/concerns and provide the contact information for these resources.

Provide a specific mechanism for users to contact in order to:

Request accessibility-related assistance

Report accessibility problems

Request information in accessible alternate formats

Implementation Recommendations

Ensure that the Accessibility Statement is Easily Located on Company Website.

Provide a hyperlink that points to the Accessibility Statement and meets the following criteria:

Descriptive (e.g. 'Accessibility' or 'Disability Access')

Prominently positioned (e.g. on the landing page, help/support page, and/or site map)

Easily identified (e.g. adequate text size and color/contrast, not the last link in a complex page)

Keep the Information in the Accessibility Statement and Documentation Current.

Since accessibility support changes over time due to product updates, accessibility evaluations, and remediation activities, regularly review and update the Accessibility Statement so it remains up-to-date.

Include a revision date for the Accessibility Statement so end users know whether the information is current.

Direct any questions or comments to institutional Accessibility Liaison ().

ATTACHMENT H

Accessibility Conformance and Remediation Form

Instructions

This form serves as means for auditors and vendors to document accessibility gaps associated with AIMT goods and to indicate plans for addressing these gaps in the future.

We ask that you complete the form provided on the next page as follows:

Product/Vendor Information: Provide the information requested

Issue Description: List each major accessibility issue for the product Including the following:

Gaps identified from the Accessibility Standards and Voluntary Product Accessibility Template (VPAT)

Gaps identified in other product support documentation

Gaps identified by a third-party accessibility evaluation report (if available)

Current Status: Enter one of the following values:

Open: The issue has not yet been resolved

Closed: The issue has already been resolved

I/P: The issue is currently under investigation

Other

Disposition: Enter one of the following values:

Planned: The issue will be resolved

Deferred: The issue will not be resolved

I/P: The issue is currently under investigation

Other

Remediation Timeline: Enter when you anticipate that the issue will be resolved

Available Workarounds (for vendor only): Describe the business processes vendor will offer or third-party goods that should be considered to work around the issue until full remediation

Comments (optional): Provide details/description regarding the issue

Additional Information (optional): Provide any additional discussion regarding accessibility plans

Vendor/Product Information

Specific Issues

Additional Information:

ATTACHMENT I

LISTING OF SYSTEM INSTITUTIONS

The following Institutions are eligible to utilize the contract resulting from this RFP

Tennessee Board of Regents System Office and Colleges:

Tennessee Board of Regents, System Office

Chattanooga State Community College

Cleveland State Community College

Columbia State Community College

Dyersburg State Community College

Jackson State Community College

Motlow State Community College

Nashville State Community College

Northeast State Community College

Pellissippi State Community College

Roane State Community College

Southwest Tennessee Community College

Volunteer State Community College

Walters State Community College

Tennessee College of Applied Technology -Athens

Tennessee College of Applied Technology -Chattanooga

Tennessee College of Applied Technology -Crump

Tennessee College of Applied Technology -Dickson

Tennessee College of Applied Technology -Elizabethton

Tennessee College of Applied Technology -Harriman

Tennessee College of Applied Technology -Hartsville

Tennessee College of Applied Technology -Henry/Caroll

Tennessee College of Applied Technology -Hohenwald

Tennessee College of Applied Technology -Jacksboro

Tennessee College of Applied Technology -Jackson

Tennessee College of Applied Technology -Knoxville

Tennessee College of Applied Technology -McMinnville

Tennessee College of Applied Technology -Memphis

Tennessee College of Applied Technology -Morristown

Tennessee College of Applied Technology -Murfreesboro

Tennessee College of Applied Technology -Nashville

Tennessee College of Applied Technology -Northwest

Tennessee College of Applied Technology -Oneida/Huntsville

Tennessee College of Applied Technology -Pulaski

Tennessee College of Applied Technology -Shelbyville

Tennessee College of Applied Technology -Upper Cumberland

Additional Institutions with an Option to Utilize the Agreement

Austin Peay State University

East Tennessee State University

Middle Tennessee State University

Tennessee State University

Tennessee Technological University

University of Memphis

University of Tennessee -Chattanooga

University of Tennessee -Knoxville

University of Tennessee -Martin

University of Tennessee Health Science Center

University of Tennessee -Southern

State of Tennessee Departments

ATTACHMENT J

REQUEST FOR QUOTATION STANDARD PURCHASING TERMS & CONDITIONS

1. PREPARATION AND SUBMISSION OF BID.

Failure to examine any drawings, specifications, or instructions will be at the bidder's risk.

BID SUBMITTAL / SIGNATURE: Bid shall give the full name and business address of the bidder. If the bidder is a corporation, the name shall be stated as it is in the corporate charter. Bids must be signed in ink by the bidder's authorized agent. Unsigned bids will be rejected. Bids are to be sealed and the outside of the envelope is to reference the bid number. The person signing the bid must show his title, and if requested by the institution, must furnish satisfactory proof of his or her authority to bind his or her company in contract. Bidder understands that by submitting a bid with an authorized signature, it shall constitute an offer to the institution. Bids must be typewritten or in ink; otherwise they may not be considered. Purchase orders will be issued to the firm name appearing on the bid.

Bids are to be received in the location designated on the bid no later than the specified date and time. Late bids will NOT be opened or considered.

No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent to error and must be initialed in ink by person signing bid.

Discounts other than "Time" or "Cash" offered should be deducted from the unit price.

Specifications: Reference to available specifications shall be sufficient to make the terms of the specifications binding on the bidder. The use of the name of a manufacturer, or any special brand or make in describing an item does not restrict the bidder to that manufacturer or specific article, unless specifically stated. Comparable products of other manufacturers will be considered if proof of compatibility is contained in the bid. Bidders are required to notify the Institution's RFQ Coordinator whenever specifications/procedures are not perceived to be fair and open. All suggestions or objections shall be made in writing and received by the RFQ Coordinator at least three (3) working days prior to the bid opening. The articles on which the bids are submitted must be equal or superior to that specified. Informative and Descriptive Literature: The bidder must show brand or trade names of the articles bid, when applicable. It shall be the responsibility of the vendor, including vendors whose product is referenced, to furnish with the bid such specifications, catalog pages, brochures or other data as will provide an adequate basis for determining the quality and functional capabilities of the product offered. Failure to provide this data may be considered valid justification for rejection of bid.

Samples: Samples of items when called for, must be furnished free of expense, and if not destroyed will, upon vendor's request within ten (10) days of bid opening, be returned at the bidder's expense. Each sample must be labeled with the bidder's name, manufacturer's brand name and number, bid number and item reference.

Time of Performance: The number of calendar days in which delivery is to be made after receipt of order shall be stated in the bid and may be a factor in making an award, price notwithstanding. If no delivery time is stated in the bid, bidder agrees that delivery is to be made within two weeks (10 business days) of order.

Transportation and delivery charges should be included in the price and be fully prepaid by the vendor to the destination specified in the bid. Bid prices shall include delivery of all items F.O.B. destination.

New materials and supplies must be delivered unless otherwise specifically stated in the bid.

Alternate/multiple bids will not be considered unless specifically called for in the bid.

Bond requirements. The institution reserves the right to require that the selected vendor post a performance and/or payment bond in such amount as deemed reasonable by the institution. Any bond requirement should be included in the bid, itemized separately.

Only original bids submitted on bid forms furnished by the Institution will be considered, except that the Institution reserves the right to consider telephone, faxed or electronically submitted bids for purchases totaling less than $25,000 if such request is received five (5) calendar days prior to the deadline and an original is submitted within five (5) days after the deadline.

By signing this bid where indicated, the bidder agrees to strictly abide by all state and federal statutes and regulations. The bidder further certifies that this bid is made without collusion or fraud.

Failure to Bid/Error in Bid. Failure to bid without advising the Institution that future invitations for bids are desirable may result in removal from Institution's bidders' list covering this category of items. In case of error in the extension of prices in the bid, the unit price will govern. Late bids will NOT be opened or considered. Bidders are cautioned to verify their bids before submission, as amendments received after the bid deadline will not be considered. No bid shall be altered, amended or withdrawn after opening. After bid opening, a bidder may withdraw a bid only when there is obvious clerical error such as a misplaced decimal point, or when enforcement of the bid would impose unconscionable hardship due to an error in the bid resulting in a quotation substantially below the other bids received. Bid withdrawals will be considered only upon written request of the bidder.

2. INSPECTION. All bids will be publicly opened and are subject to public inspection after the award. Bidders may be present at bid opening.

3. ACCEPTANCE AND AWARD. The Institution reserves the right to reject any and all bids and to waive any informality in bids and, unless otherwise specified by the bidder to accept any item in the bid. Action to reject all bids shall be taken for unreasonably high prices, errors in the bid documents, cessation of need, unavailability of funds, or any other reason approved by the Tennessee Board of Regents.

a Contracts and purchases will be made with the lowest, responsible, qualified bidder. The quality of the articles to be supplied, their conformity with the specifications, their suitability to the requirements of the Institution, cash discount offered and the delivery terms will be taken into consideration.

b. The Institution reserves the right to order up to 10% more or less than the quantity listed in the bid.

c. If a bidder fails to state a time within which a bid must be accepted, it is understood and agreed that the Institution shall have sixty (60) days to accept.

d. A written purchase order mailed or otherwise furnished, to the successful bidder within the time period specified in the bid results in a binding contract without further action by either party. The contract may not be assigned without written Institution consent.

e. If the appropriate space is marked on the bid, other state institutions of higher education may purchase off the contract during the same period as the Institution.

4. DISCOUNT PERIOD. Time in connection with discount offered will be computed from the date of delivery at destination, or from the date correct invoices are received, whichever is later.

5. DEFAULT OF SELECTED VENDOR. In case of vendor default, the Institution may procure the articles or services from other sources and hold the defaulting vendor responsible for any resulting cost.

6. INSPECTION OF PURCHASES. Articles received which are not equivalent will not be accepted and will be picked up by the vendor or returned to vendor, shipping charges collect. Institution shall have a reasonable period in which to inspect and accept or reject materials without liability. If necessity requires Institution to use nonconforming materials, an appropriate reduction in payment may be made.

7. TAXES. Institution is tax exempt; do not include taxes in quotation. Vendors making improvements or additions to, or performing repair work on real property for Institution are liable for any applicable sales or use tax on tangible personal property used in connection with the contract or furnished to vendors by the state for use under the contract.

8. NONDISCRIMINATION. The Institution and bidder agree to comply with Titles VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, Executive Order 11,246, the Americans with Disabilities Act of 1990 and the related regulations to each. Each party assures that it will not discriminate against any individual including, but not limited to employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, veteran status or national origin.

9. PROHIBITIONS/NO VENDOR CONTRACT FORM/TENNESSEE LAW/AUDIT. Acceptance of gifts from vendors is prohibited. TCA 12-3-106. Bidding by state employees is prohibited. TCA 12-4-103. The bidder warrants that no part of the total contract amount shall be paid directly or indirectly to any officer or employee of the State of Tennessee. The contract documents for purchase under this bid request shall consist of the successful bidder's bid and the Institution's purchase order. Bidders may not require any other written contract terms or conditions, nor may any other terms and conditions be imposed by means of subsequent documents, such as invoices, warranty agreements, license agreements, etc. Should the bidder request exceptions to terms and conditions and/or those proposed by the bidder vary from the bid and TBR Policies and Guidelines, Institution may render the bid unresponsive and subject the bid to rejection. The contract shall be governed by Tennessee law. For all awards other than for a firm, fixed price, vendor shall maintain books and records for a period of three (3) years from final payment, and these records shall be subject to audit by the State.

10. PURCHASING POLICIES/BID PROTESTS. This bid request and any award made hereunder are subject to the policies and guidelines of the Tennessee Board of Regents (www.tbr.state.tn.us) and Institution (available upon request). Bid protest procedures are available at:

http://www.tbr.state.tn.us/policies_guidelines/business_policies/4-02-10-00.htm

11. PROHIBITION ON HIRING ILLEGAL IMMIGRANTS. T.C.A. 12-3-309 prohibits State entities from contracting to acquire goods and/or services from any person who knowingly utilizes the service of illegal immigrants in the performance of the contract and by signing this Contract, the Contactor attests that the Contractor shall not knowingly utilize the goods and/or services of illegal immigrants in the performance of the Contract and will not knowingly utilize the goods and/or services of any subcontractor, if permitted under the Contract, who will utilize the goods and/or services of illegal immigrants in the performance of the Contract. The Contractor hereby attests, certifies, warrants, and assures that the Contractor shall not knowingly utilize the goods and/or services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the goods and/or services of any subcontractor who will utilize the goods and/or services of an illegal immigrant in the performance of this Contract.

12. SALES AND USE TAX. Before the Purchase Order/Contract resulting from this RFQ is signed, the apparent successful bidder must be registered with the Department of Revenue for the collection of Tennessee sales and use tax. The State shall not approve a contract unless the Proposer provides proof of such registration. The foregoing is a mandatory requirement of an award of a contract pursuant to this solicitation.

13. IRAN DIVESTMENT ACT. 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.