August 3, 2021 the Honorable Todd Gardenhire, Chairman Fiscal

August 3, 2021

The Honorable Todd Gardenhire, Chairman Fiscal Review Committee 732 Cordell Hull Building Nashville, TN 37243

Dear Chairman Gardenhire,

The Department of Correction (TDOC) wishes to amend its current contract for the electronic monitoring of offenders utilizing GPS units and electronic victim notification to extend the contract term for an additional year and to increase the maximum liability accordingly. An RFP was released in March 2020. During the Open File Period and Notice of Intent to Award a discrepancy was discovered in the calculation of the cost proposals. The Central Procurement Office/RFP Coordinator notified the TDOC that the current RFP may need to be cancelled and re-issued due to this discrepancy while the procurement documents are further reviewed. At this time, Central Procurement and TDOC are determining whether to move forward with the current RFP noting the scoring issue as part of the procurement file or to cancel the current RFP, correct the scoring issue and then re-issue the RFP. This extension will allow continued necessary services during the review and re-issue of the RFP. Buddi, US is incorporated in Florida. TDOC Legal Staff finds no records concerning allegations of fraudulent activity by this vendor.

An amendment request with all required supporting documentation to permit this amendment was submitted to the Commissioner of General Services and the Comptroller of the Treasury simultaneously with this submission to the Fiscal Review Committee.

We appreciate your consideration of this matter.

Sincerely,

Tony Parker TP:LSC pc: The Honorable Kelly Keisling, Vice-Chairman Krista Lee Carsner, Fiscal Review Committee Director Kelly Young, Inspector General Debbie Inglis, Deputy Commissioner & General Counsel Torrey Grimes, Legislative Liaison & Senior Attorney Priscilla Wainwright, Director, Contracts Administration

Supplemental Documentation Required for Fiscal Review Committee

Priscilla Wainwright *Contact 615-253-5571 *Contact Name: Phone: *Presenter’s Kelly Young, Inspector General name(s): Edison Contract 59654 RFS Number: 32901-31186 Number: (if applicable) (if applicable) *Original Contract September 1, 2018 * Proposed End August 31, 2022 Begin Date: Date: Current Request Amendment Number: 3 (if applicable) Proposed Amendment Effective Date: September 1, 2021 (if applicable) *Department Submitting: Tennessee Department of Correction *Division: Inspector General *Date Submitted: August 3, 2021 *Submitted Within Sixty (60) days: No The Department was notified by the CPO/RFP coordinator that there was a discrepancy discovered during the calculations of the cost proposals and it is in If not, explain: the State’s best interest to cancel the Open File Period and Notice of Intent to Award to further inspect the procurement documents. The RFP may need to be cancelled and reissued. *Contract Vendor Name: Buddi, US *Current Maximum Liability: $3,697,000.00 Estimated Maximum Liability: $ *Estimated Total Spend for Commodities: NA *Current or Proposed Contract Allocation by Fiscal Year: (as Shown on Most Current Fully Executed Contract Summary Sheet) FY:2019 FY:2020 FY:2021 FY:2022 FY $926,800.00 $1,245,000.00 $1,307,300.00 $217,900.00 $ *Current Total Expenditures by Fiscal Year of Contract: (attach backup documentation from Edison) FY:2019 FY:2020 FY:2021 FY: FY $926,805.20 $1,308,113.60 $1,163,832.80 $ $ IF Contract Allocation has been greater than Contract Expenditures, please give the NA reasons and explain where surplus funds were spent: IF surplus funds have been NA carried forward, please give

Revised April 2014 Supplemental Documentation Required for Fiscal Review Committee the reasons and provide the authority for the carry forward provision: IF Contract Expenditures exceeded Contract Allocation, please give the reasons and NA explain how funding was acquired to pay the overage: *Contract Funding Source/Amount: $3,697,000.00 State: Federal:

Interdepartmental: Other:

If “other” please define: If “interdepartmental” please define: Dates of All Previous Brief Description of Actions in Previous Amendments Amendments or Revisions: (if or Revisions: (if applicable) applicable) September 1, 2019 Extended contract additional year; decreased max by $2,320,400.00; and added standard template language. September 1, 2020 Added disability language as requested by the Attorney General’s office; extended contract an additional year; and added $947,400 to the max liability.

Method of Original Award: (if Sole Source applicable) *What were the projected costs of $5,070,000.00 the service for the entire term of the contract prior to contract The State conducted field testing with multiple award? vendors to secure a new contract to continue services How was this cost determined? and reduce officer burnout due to the ineffectiveness of the previous vendor’s equipment and software. *List number of other potential The one-year contract was awarded to Buddi with the vendors who could provide this approval by CPO & COT under the terms that the good or service; efforts to identify State release an RFP since the original services have other competitive procurement not been officially placed out for bid since 2008. The alternatives; and the reason(s) a RFP has been issued and a new contract will be sole-source contract is in the best awarded effective September 1, 2021. The department interest of the State. is requesting an extension to ensure these critical services continue without interruption while the review and re-issue of the RFP is on-going.

Revised April 2014 Payments against a Contract 4 Unit Sum Merchandise AmtEdison Contract ID Vendor ID Vendor Name PO ID Voucher ID Invoice Date Fiscal Year 32901 $69,616.000 0000000000000000000059654 0000201610 Buddi US LLC 0000027860 00089138 73,105 10/30/2018 2019 32901 $89,813.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028158 00090877 73242 12/26/2018 2019 32901 $2,750.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028279 00091665 Nov-18 1/8/2019 2019 32901 $90,755.400 0000000000000000000059654 0000201610 Buddi US LLC 0000028343 00092088 73248 1/22/2019 2019 32901 $3,700.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028412 00092334 73317 1/30/2019 2019 32901 $95,342.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028395 00092250 73324 1/30/2019 2019 32901 $4,225.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028644 00094034 73395 2/28/2019 2019 32901 $94,365.400 0000000000000000000059654 0000201610 Buddi US LLC 0000028629 00094037 73452 2/28/2019 2019 32901 $8,450.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028796 00094821 73481 3/29/2019 2019 32901 $84,633.600 0000000000000000000059654 0000201610 Buddi US LLC 0000028795 00094822 73550 3/29/2019 2019 32901 $4,000.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029039 00096364 73552 4/30/2019 2019 32901 $92,541.400 0000000000000000000059654 0000201610 Buddi US LLC 0000029035 00096368 73570 5/6/2019 2019 32901 $500.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029295 00098165 73403 5/16/2019 2019 32901 $1,050.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029295 00098144 73396 5/16/2019 2019 32901 $1,850.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029297 00098132 73053 01/09/20185/16/2019 2019 32901 $2,200.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029298 00098135 73137 01/10/20185/21/2019 2019 32901 $3,150.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029274 00097886 73642 5/30/2019 2019 32901 $88,866.800 0000000000000000000059654 0000201610 Buddi US LLC 0000029273 00097887 73651 6/11/2019 2019 32901 $6,650.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029495 00099154 73728 6/13/2019 2019 32901 $300.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029680 00100153 73737 7/8/2019 2019 32901 $89,748.400 0000000000000000000059654 0000201610 Buddi US LLC 0000029715 00100178 73828 7/9/2019 2019 32901 $92,298.200 0000000000000000000059654 0000201610 Buddi US LLC 0000029493 00099155 73735 7/11/2019 2019 Total FY19 $926,805.200

Unit Sum Merchandise AmtEdison Contract ID Vendor ID Vendor Name PO ID Voucher ID Invoice Date Fiscal Year 32901 $3,150.000 0000000000000000000059654 0000201610 Buddi US LLC 0000030107 00102952 73945 9/23/2019 2020 32901 $5,350.000 0000000000000000000059654 0000201610 Buddi US LLC 0000030295 00104103 74065 10/16/2019 2020 32901 $15,600.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029897 00101381 73860 8/30/2019 2020 32901 $19,350.000 0000000000000000000059654 0000201610 Buddi US LLC 0000030570 00106185 74086 11/26/2019 2020 32901 $91,751.000 0000000000000000000059654 0000201610 Buddi US LLC 0000030297 00104299 74085 10/30/2019 2020 32901 $92,590.800 0000000000000000000059654 0000201610 Buddi US LLC 0000029898 00101380 73950 8/30/2019 2020 32901 $93,153.200 0000000000000000000059654 0000201610 Buddi US LLC 0000030564 00106187 74177 11/27/2019 2020 32901 $94,057.600 0000000000000000000059654 0000201610 Buddi US LLC 0000030100 00102752 73992 10/15/2019 2020 32901 $94,213.400 0000000000000000000059654 0000201610 Buddi US LLC 0000030865 00107784 85281 1/7/2020 2020 32901 $10,140.000 0000000000000000000059654 0000201610 Buddi US LLC 0000030867 00107854 74269 1/13/2019 2020 32901 $100,977.400 0000000000000000000059654 0000201610 Buddi US LLC 0000030940 00108297 74387 1/30/2020 2020 32901 $21,850.000 0000000000000000000059654 0000201610 Buddi US LLC 0000030941 00108377 71374 1/23/2020 2020 32901 $8,650.000 0000000000000000000059654 0000201610 Buddi US LLC 0000031170 00109636 74388 2/28/2020 2020 32901 $99,385.200 0000000000000000000059654 0000201610 Buddi US LLC 0000031173 00109637 74495 2/28/2020 2020 32901 $91,420.400 0000000000000000000059654 0000201610 Buddi US LLC 0000031475 00111893 74495 4/6/2020 2020 32901 $99,605.600 0000000000000000000059654 0000201610 Buddi US LLC 0000031575 00111965 74710 4/30/2020 2020 32901 $6,700.00 0000000000000000000059654 0000201610 Buddi US LLC 0000031691 00112610 74600 4/28/2020 2020 32901 $38,450.00 0000000000000000000059654 0000201610 Buddi US LLC 0000031482 00113520 74538 5/15/2020 2020 32901 -$3,450.00 0000000000000000000059654 0000201610 Buddi US LLC 0000031962 00113715 74809 5/15/2020 2020 32901 $95,429.40 0000000000000000000059654 0000201610 Buddi US LLC 0000032006 00113931 74816 5/29/2020 2020 32901 $24,225.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032020 00113963 74768 5/26/2020 2020 32901 -$6,850.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032015 00113938 74817 5/26/2020 2020 32901 $95,665.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032193 00114896 74936 5/26/2020 2020 32901 -$2,300.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032195 00114898 74937 6/30/2020 2020 32901 $8,950.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032198 00114904 74919 6/16/2020 2020 32901 $36,970.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032381 00116171 74938 7/15/2020 2020 32901 $86,704.60 0000000000000000000059654 0000201610 Buddi US LLC 0000032381 00116172 75101 7/30/2020 2020 32901 -$13,625.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032522 00116470 75100 7/30/2020 2020 Total FY20 $1,308,113.600

Unit Sum Merchandise AmtEdison Contract ID Vendor ID Vendor Name PO ID Voucher ID Invoice Date Fiscal Year 32901 $8,625.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032638 00117229 75102 8/19/2020 2021 32901 $91,135.40 0000000000000000000059654 0000201610 Buddi US LLC 0000032630 00117304 75176 8/28/2020 2021 32901 -$2,700.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032619 00117677 75175 8/28/2020 2021 32901 $11,690.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032928 00119198 75177 8/28/2020 2021 32901 $90,504.60 0000000000000000000059654 0000201610 Buddi US LLC 0000032886 00118970 75290 10/1/2020 2021 32901 -$3,300.00 0000000000000000000059654 0000201610 Buddi US LLC 0000032898 00118967 75291 10/1/2020 2021 32901 -$2,350.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033071 00120002 75396 10/28/2020 2021 32901 $88,699.60 0000000000000000000059654 0000201610 Buddi US LLC 0000033073 00120006 75399 10/30/2020 2021 32901 $8,975.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033078 00120044 75292 10/28/2020 2021 32901 $93,244.40 0000000000000000000059654 0000201610 Buddi US LLC 0000033228 00121420 75506 11/30/2020 2021 32901 $10,600.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033224 00121408 75397 11/27/2020 2021 32901 -$3,700.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033249 00121403 75398 11/27/2020 2021 32901 $6,150.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033472 00122205 75723 12/30/2020 2021 32901 -$2,125.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033458 00122203 75615 12/30/2020 2021 32901 $91,640.80 0000000000000000000059654 0000201610 Buddi US LLC 0000033467 00122201 75617 12/18/2020 2021 32901 $93,461.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033737 00123717 75729 2/1/2021 2021 32901 $8,100.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033740 00123722 75616 2/1/2021 2021 32901 $92,058.80 0000000000000000000059654 0000201610 Buddi US LLC 0000033850 00124438 75846 3/2/2021 2021 32901 -$4,550.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033873 00124569 75843 2/24/2021 2021 32901 $17,750.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033902 00124720 75842 2/24/2021 2021 32901 $81,958.40 0000000000000000000059654 0000201610 Buddi US LLC 0000034023 00125393 75970 3/30/2021 2021 32901 $11,350.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034028 00125609 75847 3/16/2021 2021 32901 -$4,025.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034125 00125918 75848 3/30/2021 2021 32901 -$2,800.00 0000000000000000000059654 0000201610 Buddi US LLC 0000033760 00124017 75730 2/24/2021 2021 32901 $10,205.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034353 00127015 75971 4/30/2021 2021 32901 $88,179.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034346 00127011 76092 4/30/2021 2021 32901 -$1,550.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034553 00127917 76211 4/30/2021 2021 32901 $4,300.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034584 00128223 76201 5/28/2021 2021 32901 $87,875.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034583 00128224 76214 5/28/2021 2021 32901 -$3,450.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034351 00127008 75972 4/30/2021 2021 32901 -$3,000.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034841 00129767 76213 6/30/2021 2021 32901 $8,300.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034840 00129768 76212 6/30/2021 2021 32901 $95,330.60 0000000000000000000059654 0000201610 Buddi US LLC 0000034838 00129769 76328 6/30/2021 2021 32901 -1225.000 0000000000000000000059654 0000201610 Buddi US LLC 0000034869 00130635 76330 7/13/2021 2021 32901 $3,650.00 0000000000000000000059654 0000201610 Buddi US LLC 0000034867 00130649 76329 7/13/2021 2021 32901 $94,825.20 0000000000000000000059654 0000201610 Buddi US LLC 0000034866 00130656 76450 2021

Total 21 $1,163,832.80

Total Payment $3,398,751.600

Release Amount $3,398,751.600

Diff. $0.00 02-20-20 REQUEST-STS

STS Pre-Approval Endorsement Request E-Mail Transmittal

TO : STS Contracts Department of Finance & Administration https://tn.service- now.com/sp?id=sc_cat_item&sys_id=a912fd4213b46b80316a73d36144b097

For additional instructions please visit: https://www.teamtn.gov/sts/planning-services/information-systems-planning/endorsement- request.html

FROM : Priscilla Wainwright E-mail : [email protected] DATE : August 3, 2021 RE : Request for STS Pre-Approval Endorsement

Applicable RFS # 32901-31186 State Security Confidential Information Applicability Under Tenn. Code Ann. §10-7-504(i) vendor identity or a description of the goods or services provided by the vendor shall be confidential.

Applicable Not Applicable

Additional language is attached and endorsement is contingent upon inclusion of this additional language:

Applicable Not Applicable

STS Endorsement Signature & Date:

Chief Information Officer NOTE: Proposed contract/grant support is applicable to the subject IT service technical merit.

1 of 2 02-20-20 REQUEST-STS

Applicable RFS # 32901-31186

Strategic Technology Solutions (STS) pre-approval endorsement is required pursuant to procurement regulations pertaining to contracts with information technology as a component of the scope of service. This request seeks to ensure that STS is aware of and has an opportunity to review the procurement detailed below and in the attached document(s). This requirement applies to any procurement method regardless of dollar amount.

Please indicate STS endorsement of the described procurement (with the appropriate signature above), and return this document via e-mail at your earliest convenience.

Contracting Agency Tennessee Department of Correction

Agency Contact (name, phone, e-mail) Priscilla Wainwright 615-253-5571 [email protected] Attachments Supporting Request (mark all applicable) Note: The complete draft procurement document and the applicable documents listed below must accompany this request when submitted to STS. Special Contract Requests and Amendment Requests without Agency Head signature are acceptable. STS is aware that these documents will not have CPO signature when submitted with this request.

Solicitation Document Special Contract Request Amendment Request Proposed Contract/Grant or Amendment Original Contract/Grant and Previous Amendments (if any)

Information Systems Plan (ISP) Project Applicability To avoid delay of STS pre-approval, the applicability of an ISP project to the procurement must be confirmed with agency IT staff prior to submitting this request to STS. If necessary, agency IT staff should contact STS Planning with questions concerning the need for an ISP project. IT Director/Staff Name Confirming (required): Tom Lyle Applicable – Approved ISP Project# Not Applicable

Subject Information Technology Service Description Provide a brief summary of the information technology services involved. Clearly identify included technologies such as system development/maintenance, security, networking, etc. As applicable, identify the contract or solicitation sections related to the IT services. The Department is seeking to extend the current contract for the electronic monitoring of offenders utilizing GPS units and electronic victim notification for an additional year. An RFP was issued March 16, 2020. A discrepancy was found in the calculations of the cost proposals and the CPO has determined it is in the State’s best interest to cancel the Open File Period and Notice of Intent to Award to further inspect the procurement documents. The Department needs to ensure these critical services continue without interruption during this review and re-issue of the RFP.

2 of 2 04-15-21 AMEND REQUEST

Amendment Request This request form is not required for amendments to grant contracts. Upload the completed document and route for approvals by selecting the Amendment Request e-Form in Edison. For additional guidance, please see the e-Forms Job Aid available online at the following: https://www.teamtn.gov/cpo/learning-development/cpo-job-aids.html.

APPROVED

CHIEF PROCUREMENT OFFICER DATE

Agency request tracking # 32901-31186

1. Procuring Agency Tennessee Department of Correction

2. Contractor Buddi, US

3. Edison contract ID # 59654

4. Proposed amendment # 3

5. Contract’s Original Effective Date September 1, 2018

6. Current end date August 31, 2021

7. Proposed end date August 31, 2022

8. Current Maximum Liability or Estimated Liability $3,697,000.00

9. Proposed Maximum Liability or Estimated Liability $4,612,552.00

10. Strategic Technology Solutions Pre-Approval Endorsement Request Not Applicable Attached – information technology service (N/A to THDA)

11. Human Resources Pre-Approval Endorsement Request – state employee training service Not Applicable Attached

12. Explain why the proposed amendment is needed

The RFP has been on the street since March 16, 2020 and is currently on Amendment 14. The Department has been notified by the RFP Coordinator in the Central Procurement Office that there were discrepancies in the calculations of the cost proposals and it has been determined that it is in the State’s best interest to cancel the Open File Period and Notice of Intent to Award to further inspect the procurement documents. The current RFP may have to be cancelled and reissued once the CPO concludes the review of the files. The Department needs to ensure that critical services continue during this process.

1 of 2 04-15-21 AMEND REQUEST

Agency request tracking # 32901-31186

13. If the amendment involves a change in Scope, describe efforts to identify reasonable, competitive, procurement alternatives to amending the contract. No change in the Scope of Services. We are only extending the current contract an additional year to ensure critical services continue during the cancellation and reissue of the RFP.

Signature of Agency head or authorized designee, title of signatory, and date (the authorized designee may sign his or her own name if indicated on the Signature Certification and Authorization document).

2 of 2 09-20-18 AMEND-K

CONTRACT AMENDMENT COVER SHEET

Agency Tracking # Edison ID Contract # Amendment # 32901-31186 59654 59654 3

Contractor Legal Entity Name Edison Vendor ID Buddi, US 201610

Amendment Purpose & Effect(s) To extend current contract an additional year and increase maximum liability accordingly while RFP is reissued.

Amendment Changes Contract End Date: YES NO End Date: August 31, 2022

TOTAL Contract Amount INCREASE or DECREASE per this Amendment (zero if N/A): $915,552.00

Funding — FY State Federal Interdepartmental Other TOTAL Contract Amount 2019 $926,805.00 $926,805.00 2020 $1,308,114.00 $1,308,114.00 2021 $1,163,833.00 $1,163,833.00 2022 $1,213,800.00 $1,213,800.00

TOTAL: $4,612,552.00 $4,612,552.00

Budget Officer Confirmation: There is a balance in the CPO USE appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations.

Speed Chart (optional) Account Code (optional)

09-20-18 AMEND-K

AMENDMENT 3 OF CONTRACT 59654

This Amendment is made and entered by and between the State of Tennessee, Department of Correction, hereinafter referred to as the “State” and Buddi, US, hereinafter referred to as the “Contractor.” For good and valuable consideration, the sufficiency of which is hereby acknowledged, it is mutually understood and agreed by and between said, undersigned contracting parties that the subject contract is hereby amended as follows:

1. Contract Section B.1. is deleted in its entirety and replaced with the following:

B.1. This Contract shall be effective on September 1, 2018 (“Effective Date”) and extend for a period of forty-eight (48) 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.

2. Contract Section C.1. is deleted in its entirety and replaced with the following:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Four Million Six Hundred Twelve Thousand Five Hundred Fifty-Two Dollars ($4,612,552.00) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to the Contractor by the State of otherwise specified by this Contract.

Required Approvals. The State is not bound by this Amendment until it is signed by the contract parties and approved by appropriate officials in accordance with applicable Tennessee laws and regulations (depending upon the specifics of this contract, said officials may include, but are not limited to, the Commissioner of Finance and Administration, the Commissioner of Human Resources, and the Comptroller of the Treasury).

Amendment Effective Date. The revisions set forth herein shall be effective September 1, 2021. All other terms and conditions of this Contract not expressly amended herein shall remain in full force and effect.

IN WITNESS WHEREOF,

BUDDI, US:

SIGNATURE DATE

PRINTED NAME AND TITLE OF SIGNATORY (above)

TENNESSEE DEPARTMENT OF CORRECTION:

TONY PARKER, COMMISSIONER DATE

1 MAY, 2020

ORIG. CON/AMEN CURRENT END PROPOSED $ $ RFS # DEPARTMENT VENDOR PRESENTER SERVICE AMEND REASON FOR AMD CMPTVIE? CURRENT AMOUNT AMT W/ AMEND EFF DATE DATE END DATE Extend term one year and 329.01-14100 Correction Clinical Solutions, LLC Torrey Grimes Inmate Pharmaceuticals 3 increase maximum liability by Yes $15,224,612 100% S $17,624,612 100% S 7/1/2020 6/30/20 6/30/21 1 $2,400,000

Extend term one year; increase Electronic Monitoring and Victim maximum liability by $947,400 329.01-31186 Corection Buddi, US Torrey Grimes 2 No $2,749,600 100% S $3,697,000 100% S 9/1/2020 8/31/2020 8/31/2021 Notification Services and continuation of services during the RFP process 2

Prisoner Transportation 329.01-31225 Correction Torrey Grimes Inmate transportation services 2 Extend term one year Yes $375,000 100% S N/A N/A 7/1/2020 6/30/2020 6/30/2021 Services, LLC 3 Increase maximum liability by Comprehensive Drug 329.01-31328 Correction Torrey Grimes Employee drug and alcohol testing 1 $1,042,705 and update Yes $1,371,345 100% S $2,414,050 100% S 5/1/2020 4/30/2023 N/A Testing Inc. 4 payment methodology

Extend term one year, increase 329.01-31669 Correction The Next Door, Inc. Torrey Grimes Female transitional facility 1 No $1,357,282 100% S $2,035,923 100% S 7/1/2020 6/30/2020 6/30/2021 maximum liability by $678,641 5

Extend term one year, increase Allvest Information Hosting of needs assessment 329.01-31215 Correction Torrey Grimes 1 maximum liability by $240,000, No $169,443 100% S $409,443 100% S 8/1/2020 7/31/2020 7/31/2021 Services dba Vant4ge system update payment methodology 6 Allvest Information Needs assessment subscription 329.01-31234 Correction Torrey Grimes N/A N/A No $4,187,946 100% S N/A N/A 7/1/2020 6/30/2021 7 Services dba Vant4ge services N/A Extend term six months, 329.01-31264 Correction Corizon, LLC Torrey Grimes Inmate behavioral health services 3 increase maximum liability by Yes $64,832,460 100%S $76,193,360 100%S 7/1/2020 6/30/2020 12/31/2020 8 $6,900,000

Lieutenant Colonel Michael Intelligent Imaging Smart Roadside Inspection System Increase maximum liability by 349.01-00405 Safety McAlister, Sandra Braber- 2 No $1,230,000 100% F $3,206,900 100% F 4/1/2020 1/31/2021 1/31/2021 Systems, Inc (SRIS) $1,534,400 Grove, Sonya Hadley 9 Major Brandon Douglas, Cambridge Systematics, ITD & PRISM development and Extend term two years, increase 349.01-00543 Safety Sandra Braber-Grove, 2 No $320,000 100% F $640,000 100% F 5/4/2020 7/31/2020 7/31/2022 Inc. management maximum liability by $320,000 10 Sonya Hadley Arnold Hooper, Lieutenant Tennessee Advanced Buford Goff and Colonel Matt Perry, Sonya 45% S 349.01-00542 Safety Communications Network (TACN) 2 Extend term one year No $1,076,000 N/A N/A 5/1/2020 7/14/2020 7/14/2021 Associates, Inc. Hadley, Sandra Braber- 55% F Consultation 11 Grove Intergraph Corporation Sandra Braber-Grove, Continued maintenance and Extend term two years, increase 60% S 60% S 349.01-00235 Safety (dba Hexagpm Safety and Arnold Hooper, Sonya support of Computer Aided 2 No $1,968,598 $2,623,995 6/7/2020 6/30/2020 6/30/2022 maximum liability by $4,592,593 40% I 40% I 12 Infrastructure) Hadley, Tim Sundell Dispatch (CAD) MAY, 2020

Assistant Commissioner Increase maximum liability by Paula Shaw, Director Continued maintenance and $1,258,333 and changed name 349.01-00531 Safety Fast, LP Michael Hogan Sonya 2 No $13,740,000 100% S $14,998,333 100% S 6/29/2020 2/28/2022 NA support of A-List from Fast Enterprises, LLC to Hadley, Sandra Braber- Fast, LP 13 Grove Director Kerri Balthrop, Hughes, McDaniel, & Psyhcological evaluations and 349.01-00269 Safety Sonya Hadley, Sandra 1 Extend term three months Yes $435,000 100% S N/A N/A 7/6/2020 7/31/2020 10/31/2020 Associates, PLC testing 14 Braber-Grove Acadian Asset Management of international Increase maximum liability by 309.01-34617 Treasury Carrie Green 1 Yes $8,541,771 100% O $13,000,000 100% O 3/30/2020 9/29/2021 9/29/2021 15 Management, LLC equities on behalf of TCRS $4,458,229

Replace eFront Financial Solutions 309.01-46420 Treasury Dynamo Software, Inc. Derrick Dagnan software for management of N/A N/A No $1,500,000 100% O N/A N/A 6/1/2020 N/A 5/31/2023 alternative investments 16 eFront Financial Solutions, Alternative investment mangement 309.01-46720 Treasury Derrick Dagnan 2 Extend term six months Yes $1,234,500 100% O N/A N/A 6/1/2020 6/14/2020 12/14/2020 17 Inc. system for TCRS Post-implementation support 309.01-33117 Treasury Deloitte Consulting. LLP Steve Summerall services for the TCRS pension 2 Extend term one year No $4,137,440 100% I N/A N/A 8/1/2020 7/31/2020 7/31/2021 18 administration Concord system

Brooxie Carlton, Garrett Foreign direct represenatative- Extend term one year, increse 330.02-61816 ECD Meliora 6 Yes $595,543 100% S $785,543 100% S 5/25/2020 5/26/2020 5/26/2021 Guillory Korea maximum liability by $190,000 19

Brooxie Carlton, Garrett Extend term one year, increase 84% S 92% S 330.07-45319 ECD Retail Strategies, LLC Management of Retail Academy 2 Yes $273,500 $553,500 5/18/2020 5/19/2020 5/19/2021 Guillory maximum liability by $280,000 16% F 8% F 20 Monthly Electronic Extract of Increase maximum liability by 25%S 25% S 318.65-00394 TennCare Appriss, Inc. William Aaron 5 No $248,500 $280,500 8/30/2020 8/31/2020 N/A 21 Inmate Data $32,000 75% F 75% F Increase maximum liability by 16% S 16% S 318.65-00470 TennCare Deloitte Consulting, LLP William Aaron TEDS Implementation 3 Yes $272,130,065 $396,530,065 7/1/2020 9/30/2021 N/A 22 $124,400,000 84% F 84% F

DentaQuest USA Dental Benefits Management 25%S 318.65-00490 TennCare William Aaron 1 Change in scope Yes $79,501,676 N/A N/A 7/1/2020 4/30/2023 N/A Insurance Company, Inc. (DBM) Programs 75% F 23 Name change from "DXC Operation and management of Technology Services, LLC" to 20% S 318.65-0080 TennCare DXC MS LLC William Aaron TennCare Medicaid Management 6 No $1,303,668 N/A N/A 7/1/2020 6/30/2024 N/A "DXC MS LLC", updates 80% F Information Systems (TCMIS) 24 payment methodology Grant Cooper & National healthcare executive 50% S 318.65-00441 TennCare William Aaron 3 Extend term one year Yes $270,000 N/A N/A 1/4/2021 1/3/2021 1/3/2022 25 Associates search and recruitment 50% F TennCare and CoverKids Keystone Peer Review Extend term one year, increase 75% F 75% F 318.65-00487 TennCare William Aaron application processing center 1 Yes $41,069,159 $45,169,159 7/1/2020 3/31/2021 3/31/2022 Organization, Inc. maximum liability by $4,100,000 25% S 25% S 26 services MAY, 2020

Extend term one year, increase Keystone Peer Review maximum liability by $7,357,226 50% S 50% S 318.65-00350 TennCare William Aaron Member appeals processes 6 Yes $75,678,224 $83,035,450 7/1/2020 1/14/2021 1/14/2022 Organization, Inc. and updates payment 50% F 50% F 27 methodology Adds language for one 10% S 318.65-00407 TennCare KPMG LLP William Aaron Technical advisory services 3 Yes $355,578,564 N/A N/A 7/1/2020 12/31/2024 N/A 28 additional renewal year 90% F Pre-Admissions Screening and Maximus Health Extend term one year, increase 25% S 25% S 318.65-00451 TennCare William Aaron Resident Review (PASRR) 3 Yes $28,020,184 $32,420,184 7/1/2020 5/31/2021 5/31/2022 Services, Inc. maximum liability by $4,400,000 75% F 75% F 29 processes

Maximus Human Maintenance and operations to Extend term one year, increase 10% S 10% S 318.65-00388 TennCare William Aaron 3 Yes $23,300,746 $26,610,809 10/1/2020 4/30/2021 4/30/2022 Services, Inc. Provider Date Management System maximum liability by $3,310,063 90% F 90% F 30 Extend term two years, increase Amerigroup Tennessee, Statewide Managed Care maximum liability by 34% S 34% S 318.65-00372 TennCare William Aaron 12 Yes $11,815,423,650 $13,815,423,650 7/1/2020 12/31/2020 12/31/2022 Inc. Organization (MCO) services $2,000,000,000, and update 66% F 66% F 31 scope of services Extend term two years, increase UnitedHealthcare Statewide Managed Care maximum liability by 34% S 34% S 318.65-00373 TennCare William Aaron 12 Yes $11,815,423,650 $13,815,423,650 7/1/2020 12/31/2020 12/31/2022 Community Plan Organization (MCO) services $2,000,000,000, and update 66% F 66% F 32 scope of services Extend term two years, increase VSHP BlueCare Statewide Managed Care maximum liability by 34% S 34% S 318.65-00374 TennCare William Aaron 12 Yes $14,294,257,106 $16,794,257,106 7/1/2020 12/31/2020 12/31/2022 Tennessee Organization (MCO) services $2,500,000,000, and update 66% F 66% F 33 scope of services Extend term two years, increase Statewide Managed Care 34% S 34% S 318.65-00026 TennCare VSHP TennCare Select William Aaron 48 maximum liability by No $6,338,721,306 $6,838,721,306 7/1/2020 12/31/2020 12/31/2022 Organization (MCO) services 66% F 66% F 34 $500,000,000

Development of reimbursement rate Extend term one year, increase 318.65-00406 TennCare Myers & Stauffer LC William Aaron structures for Tennessee nursing 4 Yes $7,577,000 $9,877,000 7/1/2020 10/31/2020 10/31/2021 maximum liability by $2,300,000 facilities treating Medicaid patients 35 Extend term six months, NTT Data State Health Independent Validation and 10% S 10% S 318.65-00352 TennCare William Aaron 6 increase maximum liability by Yes $60,687,081 $65,514,464 7/1/2020 7/1/2020 12/31/2020 Consulting, LLC Verification (IV&V) Services 90% F 90% F 36 $5,827,383

Real Estate Appraisals for Medicaid- 50% S 318.65-00408 TennCare Principle Valuation, LLC William Aaron 4 Extend term one year Yes $361,300 N/A N/A 7/1/2020 10/31/2020 10/31/2021 certified Nursing Facilities 50% F 37 Extend term one year, increase Public Consulting Strategic program management maximum liability by 10% S 10% S 318.65-00442 TennCare William Aaron 3 Yes $34,888,721 $42,265,097 7/1/2020 10/31/2020 10/31/2021 Group, Inc. office services $7,376,376, update payment 90% F 90% F 38 methodology MAY, 2020

Panther International, Joe Galbato, Michelle Web-based grant management Extend term one year, increase 401.00-12120 Transportation 3 No $300,000 100% S $360,000 100% S 5/30/2020 5/31/2020 5/31/2021 LLC Frazier, Brian Carroll system maximum liability by $60,000 39 Joanna Collins, Jay Klein, Mike Hardy, Rachel TN State Report Card hosting and Extend term one year, increase 40 331.11-00517 Education Tembo, Inc. Willcutts maintenance 4 maximum liability by $167,000 No $225,000 100% S $387,000 100% S 6/14/2020 6/15/2020 6/15/2021

Joanna Collins, Steven Extend term 8 months and 9 Sanders, Vijay Gollapudi, Tennessee Education Data System days and increase maximum 41 331.04-01319 Education InRule Jay Klein (TEDS) 1 liability by $135,000 No $210,000 100% S $345,000 100% S 10/30/2020 10/21/2020 6/30/2021 Joanna Collins, Jill Rigsby, Riverside Assessments Jay Klein, Eve Carney and LLC dba Riverside Andy Kidd, Gabrielle Tennessee Early Intervention 42 331.95-01230 Education Insights Madison System (TEIS) software N/A N/A No $555,620 100% S N/A N/A 7/1/2020 N/A 4/30/2023

Micropact Global, Inc. CORE maintenance and support 43 335.01-181002 Commerce Paul Hartbarger 1 No $5,520,894 $3,962,450 5/29/2021 5/30/2021 5/31/2023 Mission Critical Emergency communications 44 335.01-185006 Commerce partners, LLC management and operations 1 6/28/2023 6/30/2023 6/30/2023 ManTech Advanced Alexa Witcher, Lindsay Systems International, Oliveras, Gray Bishop Vital Records Information Extend term one year; increase 45 343.20-11917 Health Inc. Management System 2 max liability by $586,255 No $1,996,442 100% S $2,582,697 100% S 8/3/2020 8/4/2020 8/4/2021 Alexa Witcher, Peggy WIC fisal intermediary services for 46 343.53-14817 Health Solutran, Inc. Lewis, Lindsay Oliveras the nutrition programs 1 Chage in scope Yes $1,800,000 100% F N/A N/A 9/29/2021 9/30/2021 N/A

Austin Peay Evaluation Systems- Dr. Prentice T. Chandler, edTPA assessment vouchers 47 State University Pearson Dr. Lisa Barron N/A N/A No $292,000 100% S N/A N/A 7/1/2020 N/A 6/30/2025

Middle edTPA assessment vouchers Tennessee Evaluation Systems- Bobbi Lussier, Alan 48 State University Pearson Thomas N/A N/A No $504,368 100% S N/A N/A 7/1/2020 N/A 6/30/2025 Maintenance of intergrated tax 49 Revenue Fast Enterprises, LLC Courtney Swim software system N/A N/A No $23,501,000 100% S N/A N/A 6/1/2020 N/A 5/31/2023

Secretary of Chuck Sherrill, Mary Beth Tennessean database access Extend term one year, increase 50 305.01-02820 State ProQuest LLC Thomas 2 maximum liability by $89,180 No $331,645 100% S $420,645 100% S 7/1/2020 6/30/2020 6/30/2021

Secretary of Chuck Sherrill, Mary Beth HeritageQuest database access Extend one year, increase 51 305.01-02920 State ProQuest LLC Thomas 2 maximum liability by $230,315 No $839,033 100% S $1,069,348 100% S 7/1/2020 6/30/2020 6/30/2021 S: State, F: Federal, I: Interdepartmental, O: Other

Supplemental Documentation Required for Fiscal Review Committee

Priscilla Wainwright *Contact 615-253-5571 *Contact Name: Phone: *Presenter’s Wes Landers, Deputy Commissioner & CFO name(s): 59654 32901-31186 Edison Contract RFS Number: (if Number: (if applicable) applicable) *Original Contract September 1, 2018 * Proposed August 31, 2021 Begin Date: End Date: Current Request Amendment Number: 2 (if applicable) Proposed Amendment Effective Date: September 1, 2020 (if applicable) *Department Submitting: Tennessee Department of Correction *Division: Fiscal Services *Date Submitted: February 5, 2020 *Submitted Within Sixty (60) days: Yes If not, explain: NA *Contract Vendor Name: Buddi, US *Current Maximum Liability: $2,749,600.00 Estimated Maximum Liability: $3,697,000.00 *Estimated Total Spend for Commodities: NA *Current or Proposed Contract Allocation by Fiscal Year: (as Shown on Most Current Fully Executed Contract Summary Sheet) FY:2019 FY:2020 FY:2021 FY: FY $1,139,700.00 $1,376,700.00 $233,200.00 $ $ *Current Total Expenditures by Fiscal Year of Contract: (attach backup documentation from Edison) FY:2019 FY:2020 FY: FY: FY $926,805.20 $415,002.60 $ $ $ IF Contract Allocation has been greater than Contract Expenditures, please give the NA reasons and explain where surplus funds were spent: IF surplus funds have been carried forward, please give the reasons and provide the NA authority for the carry forward provision: IF Contract Expenditures exceeded Contract Allocation, NA please give the reasons and explain how funding was

Revised April 2014 Supplemental Documentation Required for Fiscal Review Committee acquired to pay the overage: *Contract Funding Source/Amount: $2,749,600.00 State: Federal:

Interdepartmental: Other:

If “other” please define: If “interdepartmental” please define: Dates of All Previous Brief Description of Actions in Previous Amendments or Revisions: (if Amendments or Revisions: (if applicable) applicable) September 1, 2019 Extended contract additional year; decreased max by $2,320,400.00; and added standard template language.

Method of Original Award: (if Sole Source applicable) *What were the projected costs of $5,070,000.00 the service for the entire term of the contract prior to contract The State conducted field testing with award? multiple vendors to secure a new contract to How was this cost determined? continue services and reduce officer burnout due to the ineffectiveness of the previous vendor’s equipment and software. *List number of other potential The one-year contract was awarded to Buddi vendors who could provide this with the approval by CPO & COT under the good or service; efforts to identify terms that the State release an RFP since the other competitive procurement original services have not been officially alternatives; and the reason(s) a placed out for bid since 2008. The sole-source contract is in the best department is actively working to draft and interest of the State. release an RFP by early spring. The department is requesting an extension to ensure these critical services continue without interruption while the State runs the RFP.

Revised April 2014 Payments against a Contract 4 Unit Sum Merchandise Amt Edison Contract ID Vendor ID Vendor Name PO ID Voucher ID Invoice Date Fiscal Year 32901 $69,616.000 0000000000000000000059654 0000201610 Buddi US LLC 0000027860 00089138 73,105 10/30/2018 2019 32901 $89,813.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028158 00090877 73242 12/26/2018 2019 32901 $2,750.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028279 00091665 18-Nov 1/8/2019 2019 32901 $90,755.400 0000000000000000000059654 0000201610 Buddi US LLC 0000028343 00092088 73248 1/22/2019 2019 32901 $3,700.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028412 00092334 73317 1/30/2019 2019 32901 $95,342.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028395 00092250 73324 1/30/2019 2019 32901 $4,225.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028644 00094034 73395 2/28/2019 2019 32901 $94,365.400 0000000000000000000059654 0000201610 Buddi US LLC 0000028629 00094037 73452 2/28/2019 2019 32901 $8,450.000 0000000000000000000059654 0000201610 Buddi US LLC 0000028796 00094821 73481 3/29/2019 2019 32901 $84,633.600 0000000000000000000059654 0000201610 Buddi US LLC 0000028795 00094822 73550 3/29/2019 2019 32901 $4,000.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029039 00096364 73552 4/30/2019 2019 32901 $92,541.400 0000000000000000000059654 0000201610 Buddi US LLC 0000029035 00096368 73570 5/6/2019 2019 32901 $500.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029295 00098165 73403 5/16/2019 2019 32901 $1,050.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029295 00098144 73396 5/16/2019 2019 32901 $1,850.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029297 00098132 73053 01/09/20185/16/2019 2019 32901 $2,200.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029298 00098135 73137 01/10/20185/21/2019 2019 32901 $3,150.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029274 00097886 73642 5/30/2019 2019 32901 $88,866.800 0000000000000000000059654 0000201610 Buddi US LLC 0000029273 00097887 73651 6/11/2019 2019 32901 $6,650.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029495 00099154 73728 6/13/2019 2019 32901 $300.000 0000000000000000000059654 0000201610 Buddi US LLC 0000029680 00100153 73737 7/8/2019 2019 32901 $89,748.400 0000000000000000000059654 0000201610 Buddi US LLC 0000029715 00100178 73828 7/9/2019 2019 32901 $92,298.200 0000000000000000000059654 0000201610 Buddi US LLC 0000029493 00099155 73735 7/11/2019 2019

$926,805.200

$415,002.600

Total Payment $1,341,807.800

Release Amount $1,341,807.800

Diff. 0.000 09-20-18 REQUEST-STS

STS Pre-Approval Endorsement Request E-Mail Transmittal

TO : STS Contracts Department of Finance & Administration E-mail : [email protected] FROM : Priscilla Wainwright E-mail : [email protected] DATE : January 15, 2020 Received by STS on January 15, 2020 RE : Request for STS Pre-Approval Endorsement

Applicable RFS # 329.01-31186 (END0000239) State Security Confidential Information Applicability Under Tenn. Code Ann. §10-7-504(i) vendor identity or a description of the goods or services provided by the vendor shall be confidential.

Applicable Not Applicable

Additional language is attached and endorsement is contingent upon inclusion of this additional language:

Applicable Not Applicable

STS Endorsement Signature & Date:

Chief Information Officer NOTE: Proposed contract/grant support is applicable to the subject IT service technical merit.

Please indicate STS endorsement of the described procurement (with the appropriate signature above), and return this document via e-mail at your earliest convenience.

Contracting Agency Tennessee Department of Correction

1 of 2 09-20-18 REQUEST-STS

Applicable RFS # 329.01-31186 (END0000239)

Agency Contact (name, phone, e-mail) Priscilla Wainwright (615) 253-5571 [email protected] Attachments Supporting Request (mark all applicable) Note: The complete draft procurement document and the applicable documents listed below must accompany this request when submitted to STS. Special Contract Requests and Amendment Requests without Agency Head signature are acceptable. STS is aware that these documents will not have CPO signature when submitted with this request.

Solicitation Document Special Contract Request Amendment Request Proposed Contract/Grant or Amendment Original Contract/Grant and Previous Amendments (if any)

Subject Information Technology Service Description Provide a brief summary of the information technology services involved. Clearly identify included technologies such as system development/maintenance, security, networking, etc. As applicable, identify the contract or solicitation sections related to the IT services. The Department is seeking to amend the current contract for the electronic monitoring of offenders utilizing GPS units and electronic victim notification for an additional year. The Department is actively working to draft and release an RPF and needs to ensure these critical services continue without interruption during the RFP process.

2 of 2

GENERAL ASSEMBLY OF THE STATE OF TENNESSEE FISCAL REVIEW COMMITTEE 425 Fifth Avenue North – Suite G – 102 NASHVILLE, TENNESSEE 37243-3400 615-741-2564

Rep. Ron Travis, Chairman Sen. Todd Gardenhire, Vice-Chairman Representatives Senators Bill Beck Pat Marsh Paul Bailey Steve Southerland Michael Curcio Larry Miller Brenda Gilmore Ken Yager Martin Daniel Bill Sanderson Sara Kyle Darren Jernigan Mark White Bo Watson, ex officio Susan Lynn, ex officio Lt. Governor Randy McNally, ex officio Speaker Glen Casada, ex officio

M E M O R A N D U M

TO: Mike Perry, Chief Procurement Officer Department of General Services

FROM: Representative Ron Travis, Chair Senator Todd Gardenhire, Vice-Chairman

DATE: April 17, 2019

SUBJECT: Contract Comments (Fiscal Review Committee Meeting 4/11/19)

RFS # 329.01-31186 Edison ID # 59654 Department: Correction Vendor: Buddi, US Summary: The proposed amendment seeks to reduce the maximum liability by $2,320,400, extend the contract term by one year, and add renewal option language. Current maximum liability: $5,070,000 Proposed maximum liability: $2,749,600

After review, the Fiscal Review Committee voted to recommend approval of the contract amendment.

Supplemental Documentation Required for Fiscal Review Committee

Priscilla Wainwright *Contact 615-253-5571 *Contact Name: Phone: *Presenter’s Wes Landers, Deputy Commissioner & CFO name(s): Edison Contract 59654 RFS Number: 32901-31186 Number: (if applicable) (if applicable) *Original Contract September 1, 2018 * Proposed August 31, 2020 Begin Date: End Date: Current Request Amendment Number: 1 (if applicable) Proposed Amendment Effective Date: September 1, 2019 (if applicable) *Department Submitting: Tennessee Department of Correction *Division: Fiscal Services *Date Submitted: March 4, 2019 *Submitted Within Sixty (60) days: Yes If not, explain: NA *Contract Vendor Name: Buddi, US *Current Maximum Liability: $5,070,000.00 Estimated Maximum Liability: $2,749,600.00 *Estimated Total Spend for Commodities: NA *Current or Proposed Contract Allocation by Fiscal Year: (as Shown on Most Current Fully Executed Contract Summary Sheet) FY:2019 FY: FY: FY: FY FY $5,070,000.00 $ $ $ $ $ *Current Total Expenditures by Fiscal Year of Contract: (attach backup documentation from Edison) FY:2019 FY: FY: FY: FY FY $351,976 $ $ $ $ $ IF Contract Allocation has been greater than Contract Expenditures, please give the NA reasons and explain where surplus funds were spent: IF surplus funds have been carried forward, please give the reasons NA and provide the authority for the carry forward provision: IF Contract Expenditures exceeded Contract Allocation, please give the NA reasons and explain how funding was acquired to pay the overage: *Contract Funding Source/Amount: $5,070,000.00 Federal:

Revised April 2014 Supplemental Documentation Required for Fiscal Review Committee

State:

Interdepartmental: Other:

If “other” please define: If “interdepartmental” please define: Dates of All Previous Amendments Brief Description of Actions in Previous or Revisions: (if applicable) Amendments or Revisions: (if applicable)

Method of Original Award: (if applicable) Sole Source *What were the projected costs of the $5,070,000.00 service for the entire term of the contract prior to contract award? The State conducted field testing with How was this cost determined? multiple vendors to secure a new contract to continue services and reduce officer burnout due to the ineffectiveness of the previous vendor’s equipment and software. *List number of other potential vendors The one-year contract was awarded to who could provide this good or service; Buddi with the approval by CPO & COT efforts to identify other competitive under the terms that the State release an procurement alternatives; and the RFP since the original services have not reason(s) a sole-source contract is in the been officially placed out for bid since best interest of the State. 2008. The department is actively working to draft and release an RFP by early spring. The department is requesting an extension to ensure these critical services continue without interruption while the State runs the RFP.

Revised April 2014 Payments against a Contract 4 Unit Sum MerchandiseEdison Amt Contract ID Vendor ID Vendor Name PO ID Voucher ID Invoice Date Fiscal Year 32901 $2,750.00 0000000000000000000059654 0000201610 Buddi US LLC 0000028279 00091665 Nov-18 1/8/2019 2019 32901 $69,616.00 0000000000000000000059654 0000201610 Buddi US LLC 0000027860 00089138 73105 10/30/2018 2019 32901 $89,813.00 0000000000000000000059654 0000201610 Buddi US LLC 0000028158 00090877 73242 12/26/2018 2019 32901 $90,755.40 0000000000000000000059654 0000201610 Buddi US LLC 0000028343 00092088 73248 1/22/2019 2019 32901 $3,700.00 0000000000000000000059654 0000201610 Buddi US LLC 0000028412 00092334 73317 not paid yet 2019 32901 $95,342.00 0000000000000000000059654 0000201610 Buddi US LLC 0000028395 00092250 73324 not paid yet 2019

FY 19 Payments $351,976.40

Released amount per Edison $351,976.41

Difference $0.01 09-20-18 REQUEST-STS

STS Pre-Approval Endorsement Request E-Mail Transmittal

Received by STS on Friday, February 8, 2019 TO : STS Contracts Department of Finance & Administration E-mail : [email protected] FROM : Priscilla Wainwright E-mail : [email protected] DATE : February 8, 2019 RE : Request for STS Pre-Approval Endorsement

Applicable RFS # 329.01-31186 State Security Confidential Information Applicability Under Tenn. Code Ann. §10-7-504(i) vendor identity or a description of the goods or services provided by the vendor shall be confidential.

Applicable Not Applicable

Additional language is attached and endorsement is contingent upon inclusion of this additional language:

Applicable Not Applicable

STS Endorsement Signature & Date:

Chief Information Officer NOTE: Proposed contract/grant support is applicable to the subject IT service technical merit.

Please indicate STS endorsement of the described procurement (with the appropriate signature above), and return this document via e-mail at your earliest convenience.

Contracting Agency Tennessee Department of Correction

1 of 6 09-20-18 REQUEST-STS

Applicable RFS # 329.01-31186

Subject Information Technology Service Description Provide a brief summary of the information technology services involved. Clearly identify included technologies such as system development/maintenance, security, networking, etc. As applicable, identify the contract or solicitation sections related to the IT services. The Department is seeking to amend the current contract for the electronic monitoring of offenders utilizing GPS units and electronic victim notif ication for an additional year. The Department is actively working to draft and release an RPF by early spring and needs to ensure these critical services continue without interruption during the RFP process.

2 of 6 Attachment: STS Endorsement Conditions

STS endorses this request with the following recommendations.

The CPO template has been updated recently. It now instructs the agency to add Comptroller Audit Requirements to the Contractor Hosted Services and Confidential Data section. STS recommends that Correction contact the CPO and/or Comptroller to determine if contract amendments should be updated. If so, STS recommends that Correction replace the original contract section E.5. with the security language found in the current CPO FA model (see below). This language includes the Comptroller Audit Requirements along with several other improvements.

2. Contract section E.5. is deleted in its entirety and replaced with the following:

E.5. Contractor Hosted Services Confidential Data, Audit, and Other Requirements

a. “Confidential State Data” is defined as data deemed confidential by State or Federal statute or regulation. The Contractor shall protect Confidential State Data as follows:

(1) The Contractor shall ensure that all Confidential State Data is housed in the continental United States, inclusive of backup data.

(2) The Contractor shall encrypt Confidential State Data at rest and in transit using the current version of Federal Information Processing Standard (“FIPS”) 140-2 validated encryption technologies.

(3) The Contractor and the Contractor’s processing environment containing Confidential State Data shall either (1) be in accordance with at least one of the following security standards: (i) International Standards Organization (“ISO”) 27001; (ii) Federal Risk and Authorization Management Program (“FedRAMP”); or (2) be subject to an annual engagement by a CPA firm in accordance with the standards of the American Institute of Certified Public Accountants (“AICPA”) for a System and Organization Controls for service organizations (“SOC”) Type II audit. The State shall approve the SOC audit control objectives. The Contractor shall provide proof of current ISO certification or FedRAMP authorization for the Contractor and Subcontractor(s), or provide the State with the Contractor’s and Subcontractor’s annual SOC Type II audit report within 30 days from when the CPA firm provides the audit report to the Contractor or Subcontractor. The Contractor shall submit corrective action plans to the State for any issues included in the audit report within 30 days after the CPA firm provides the audit report to the Contractor or Subcontractor.

If the scope of the most recent SOC audit report does not include all of the current State fiscal year, upon request from the State, the Contractor must provide to the State a letter from the Contractor or Subcontractor stating whether the Contractor or Subcontractor made any material changes to their control environment since the prior audit and, if so, whether the changes, in the opinion of the Contractor or Subcontractor, would negatively affect the auditor’s opinion in the most recent audit report.

3 of 6 Attachment: STS Endorsement Conditions

No additional funding shall be allocated for these certifications, authorizations, or audits as these are included in the Maximum Liability of this Contract.

(4) The Contractor must annually perform Penetration Tests and Vulnerability Assessments against its Processing Environment. “Processing Environment” shall mean the combination of software and hardware on which the Application runs. “Application” shall mean the computer code that supports and accomplishes the State’s requirements as set forth in this Contract. “Penetration Tests” shall be in the form of attacks on the Contractor’s computer system, with the purpose of discovering security weaknesses which have the potential to gain access to the Processing Environment’s features and data. The “Vulnerability Assessment” shall be designed and executed to define, identify, and classify the security holes (vulnerabilities) in the Processing Environment. The Contractor shall allow the State, at its option, to perform Penetration Tests and Vulnerability Assessments on the Processing Environment.

(5) Upon State request, the Contractor shall provide a copy of all Confidential State Data it holds. The Contractor shall provide such data on media and in a format determined by the State

(6) Upon termination of this Contract and in consultation with the State, the Contractor shall destroy all Confidential State Data it holds (including any copies such as backups) in accordance with the current version of National Institute of Standards and Technology (“NIST”) Special Publication 800-88. The Contractor shall provide a written confirmation of destruction to the State within ten (10) business days after destruction.

b. Minimum Requirements

(1) The Contractor and all data centers used by the Contractor to host State data, including those of all Subcontractors, must comply with the State’s Enterprise Information Security Policies as amended periodically. The State’s Enterprise Information Security Policies document is found at the following URL:

https://www.tn.gov/finance/strategic-technology-solutions/strategic-technology- solutions/sts-security-policies.html.

(2) The Contractor agrees to maintain the Application so that it will run on a current, manufacturer-supported Operating System. “Operating System” shall mean the software that supports a computer's basic functions, such as scheduling tasks, executing applications, and controlling peripherals.

(3) If the Application requires middleware or database software, Contractor shall maintain middleware and database software versions that are at all times fully compatible with current versions of the Operating System and Application to ensure that security vulnerabilities are not introduced.

4 of 6 Attachment: STS Endorsement Conditions

c. Comptroller Audit Requirements

Upon reasonable notice and at any reasonable time, the Contractor and Subcontractor(s) agree to allow the State, the Comptroller of the Treasury, or their duly appointed representatives to perform information technology control audits of the Contractor and all Subcontractors used by the Contractor. Contractor will maintain and cause its Subcontractors to maintain a complete audit trail of all transactions and activities in connection with this Contract. Contractor will provide to the State, the Comptroller of the Treasury, or their duly appointed representatives access to Contractor and Subcontractor(s) personnel for the purpose of performing the information technology control audit.

The information technology control audit may include a review of general controls and application controls. General controls are the policies and procedures that apply to all or a large segment of the Contractor’s or Subcontractor’s information systems and applications and include controls over security management, access controls, configuration management, segregation of duties, and contingency planning. Application controls are directly related to the application and help ensure that transactions are complete, accurate, valid, confidential, and available. The audit shall include the Contractor’s and Subcontractor’s compliance with the State’s Enterprise Information Security Policies and all applicable requirements, laws, regulations or policies.

The audit may include interviews with technical and management personnel, physical inspection of controls, and review of paper or electronic documentation.

For any audit issues identified, the Contractor and Subcontractor(s) shall provide a corrective action plan to the State within 30 days from the Contractor or Subcontractor receiving the audit report.

Each party shall bear its own expenses incurred while conducting the information technology controls audit. d. Business Continuity Requirements. The Contractor shall maintain set(s) of documents, instructions, and procedures which enable the Contractor to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations (“Business Continuity Requirements”). Business Continuity Requirements shall include:

(1) “Disaster Recovery Capabilities” refer to the actions the Contractor takes to meet the Recovery Point and Recovery Time Objectives defined below. Disaster Recovery Capabilities shall meet the following objectives:

i. Recovery Point Objective (“RPO”). The RPO is defined as the maximum targeted period in which data might be lost from an IT service due to a major incident: Thirty (30) minutes

5 of 6 Attachment: STS Endorsement Conditions

ii. Recovery Time Objective (“RTO”). The RTO is defined as the targeted duration of time and a service level within which a business process must be restored after a disaster (or disruption) in order to avoid unacceptable consequences associated with a break in business continuity: Thirty (30) minutes.

(2) The Contractor and the Subcontractor(s) shall perform at least one Disaster Recovery Test every three hundred sixty-five (365) days. A “Disaster Recovery Test” shall mean the process of verifying the success of the restoration procedures that are executed after a critical IT failure or disruption occurs. The Disaster Recovery Test shall use actual State Data Sets that mirror production data, and success shall be defined as the Contractor verifying that the Contractor can meet the State’s RPO and RTO requirements. A “Data Set” is defined as a collection of related sets of information that is composed of separate elements but can be manipulated as a unit by a computer. The Contractor shall provide written confirmation to the State after each Disaster Recover Test that its Disaster Recovery Capabilities meet the RPO and RTO requirements.

6 of 6 11-01-16 AMEND REQUEST cy19-12858 Amendment Request This request form is not required for amendments to grant contracts. Route a completed request, as one file in PDF format, via e-mail attachment sent to: [email protected]

APPROVED

CHIEF PROCUREMENT OFFICER DATE

Agency request tracking # 32901-311786

1. Procuring Agency Tennessee Department of Correction

2. Contractor Buddi, US

3. Edison contract ID # 59654

4. Proposed amendment # 1

5. Contract’s Original Effective Date September 1, 2018

6. Current end date August 31, 2019

7. Proposed end date August 31, 2020

8. Current Maximum Liability $ 5,070,000.00

9. Proposed Maximum Liability or Estimated Liability $ 2,749,600.00

10. Strategic Technology Solutions Pre-Approval Endorsement Request Not Applicable Attached – information technology service (N/A to THDA)

11. eHealth Pre-Approval Endorsement Request – health-related professional, pharmaceutical, laboratory, or imaging Not Applicable Attached

12. Human Resources Pre-Approval Endorsement Request – state employee training service Not Applicable Attached

13. Explain why the proposed amendment is needed The Department is seeking to amend the current contract for the electronic monitoring of offenders utilizing GPS units and electronic victim notification for an additional year. The Department is actively working to draft and release an RPF by early spring and needs to ensure these critical services continue without interruption during the RFP process.

14. If the amendment involves a change in Scope, describe efforts to identify reasonable, competitive, procurement alternatives to amending the contract.

1 of 2

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59654 September 1, 2018 August 31, 2019 32901-31186 Contractor Legal Entity Name Edison Vendor ID

Buddi, US 201610 Goods or Services Caption (one line only)

Electronic Monitoring and Victim Notification Services Contractor CFDA #

� Contractor Funding - FY State Federal Interdepartmental Other TOTAL Contract Amount 2019 $5,070,000.00 $5,070,000.00

TOTAL: $5,070,000.00 $5,070,000.00

Contractor Ownership Characteristics:

D Minority Business Enterprise (MBE):

D African American D Asian American D Hispanic American D Native American

D Woman Business Enterprise (WBE)

D Tennessee Service Disabled Veteran Enterprise (SDVBE)

D Disabled Owned Business (DSBE)

D Tennessee Small Business Enterprise (SBE): $10,000,000.00 averaged over a three (3) year period or employs no more than ninety-nine (99) employees.

D Government X Non-Minority/Disadvantaged D Other: Selection Method Process Summary & (mark the correct response to confirm the associated summary) D Competitive Selection I X Other I Special Contract Request Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required lo be paid that is not already encumbered to pay other obligations. �c§>O-A.W

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