2. RFP Long Hollow Proposal Contract Documents _Issue 2_2025-10-15.pdf

Carter County, Tennessee

Request for Proposals for

BRIDGE REPAIR PROJECT

(Bridge ID No. 100A2990001)

Long Hollow Road Over Doe River

Construction Specifications and

Contract Documents

FEMA PROJECT No.: 806100

OCTOBER 2025

Prepared By:

RK&K, LLP

565 Marriott Drive, Suite 650

Nashville, TN 37215 bbivens Brad Bivens Sig Entrust.cdr

TABLE OF CONTENTS

TITLE PAGE

REQUEST FOR PROPOSALS 3

INFORMATION AND INSTRUCTION TO PROPOSERS 4

MINIMUM GENERAL PROPOSAL CONDITIONS 8

TERMS OF CONTRACT 9

TERMS OF CONTRACT-SIGNATURE PAGE 24

ATTACHMENT A: SCOPE OF WORK 25

ATTACHMENT B: CONFLICTS OF INTEREST 26

ATTACHMENT C: CERTIFICATION REGARDING LOBBYING 27

PROPOSAL GUARANTY 28

PROPOSAL 29

PROPOSAL SIGNATURE/ADDENDUM ACKNOWLEDGEMENT 30

DRUG-FREE WORKPLACE AFFIDAVIT 31

IRAN DIVESTMENT ACT AFFIDAVIT 32

NON-BOYCOTT OF ISRAEL CERTIFICATION 33

A. PROJECT UNDERSTANDING AND PROJECT APPROACH 34

B. QUALIFICATIONS 35

C. ABILITY TO PERFORM WORK 36

D. RECORD OF PAST PERFORMANCE/REFERENCES 37

E. PROPOSAL PRICE TABULATION FORM 38

CONTRACT 43

PERFORMANCE-PAYMENT BOND 50

SPECIAL CONDITIONS 51

GENERAL CONDITIONS 53

TECHNICAL SPECIFICATIONS 65

MICROPILE SPECIFICATIONS 66

REQUEST FOR PROPOSALS

Carter County, Tennessee will accept sealed proposals for the following:

BRIDGE REPAIR PROJECT

(BRIDGE ID NO. 100A2990001)

LONG HOLLOW ROAD OVER DOE RIVER

ELIZABETHTON, TN 37643

This request for proposals is subject to the instructions, conditions, specifications, project plans, addenda, and other elements, including those incorporated by reference.

ISSUE DATE: October 14, 2025

TITLE: Bridge Repair Project (Bridge ID No. 100A2990001)- Long Hollow Road over Doe River

OPENING: October 30, 2025, at 10:00 A.M. EST

For more information, you may contact, Shannon Burchett, Carter County Highway Department Road Superintendent, at (423) 543-2331 or highway@cartercountytn.gov

Copies of this solicitation may be examined at the following link:

https://www.cartercountytn.gov/public_documents/bids.php

An electronic PDF of this solicitation and project plans will be provided free of charge via e-mail request only from RK&K, LLP by contacting:

Brad Bivens, PE and Pramod Banjara bbivens@rkk.com pbanjara@rkk.com

A mandatory Pre-proposal meeting will be held utilizing TEAMS on October 22, 2025 at 11:00 A.M. EST. Contractors requesting this solicitation and project plans shall provide the following:

Name of company, License Number, License Classification, Address, Phone Number and email address. Upon receipt of information, the contractor will be included on the official list of proposers will receive the solicitation and project plans via email free of charge and be invited to the Pre-proposal Meeting via email.

Sealed Proposals must be received and acknowledged by the Carter County Finance Department on or before Thursday, October 30, 2025, at 10:00 A.M. EST, at which time the proposals will be publicly opened and read aloud. Proposals received after that time or submitted by fax or e-mail will not be accepted or considered.

SUBMIT PROPOSALS IN SEALED ENVELOPE TO: Carter County Finance Department Courthouse Suite 203

801 East Elk Avenue Elizabethton, TN 37643

INFORMATION AND INSTRUCTIONS TO PROPOSERS

Carter County, Tennessee will accept sealed proposals for the Bridge Repair Project (Bridge ID No. 100A2990001) - Long Hollow Road over Doe River. Sealed Proposals will be received and acknowledged by the Carter County Finance Department on or before Thursday, October 30, 2025 at 10:00 A.M. EST, at which time the proposals will be publicly opened and read aloud. Proposals received after that time or submitted by fax or e-mail will not be accepted or considered.

Sealed proposals may be mailed or delivered to the Carter County Finance Department, Suite 203, 801 E. Elk Ave., Elizabethton, Tennessee 37643. All proposals must be made on the attached proposal forms, submitted in a sealed envelope with the required information on the outside of the envelope. All proposals must be signed. Unsigned proposals will not be considered.

This project is funded through FEMA. FEMA PROJECT No.: 806100

Proposer Obligation: All proposers must satisfy themselves by personal examination of the proposed work, by examination of the specifications, the project plans and requirements of the work and the accuracy of the estimate of the quantities of the work to be done, and shall not at any time after the submission of a proposal dispute or complain of such estimate nor assert that there was any misunderstanding in regard to the nature or amount of work to be done. Carter County shall not be responsible for proposers’ errors and misjudgments, nor any information on local conditions or general laws and regulations.

The Documents and Specifications contain the provisions required for the construction of the project. No information obtained from any officer, agent, or employee of Carter County on any such matters shall in any way affect the risk or obligation assumed by the Contractor or relieve him from fulfilling any of the conditions of the contract.

Project is a Unit Price Contract based on prices stated on PROPOSAL PRICE TABULATION FORM. The Contractor will be paid based on quantities installed and measured based on these unit prices. The included PROPOSAL PRICE TABULATION FORM lists the various divisions of construction contemplated in the Specifications, together with an estimate of each unit. With these units as the basis, the proposer will extend each item, using the cost he inserts in the unit column. Any total cost found inconsistent with the unit cost when the proposals are examined will be deemed in error and corrected to agree with the unit cost that shall be considered correct.

Addenda/Interpretations: If the Proposer suspects an error, omission or requires clarification or explanation of the contract documents or project plans, the Proposer shall notify the engineer. All notifications shall be a written request for clarification or interpretation to:

Brad Bivens, PE, RK&K, LLP, bbivens@rkk.com.

Necessary replies will be issued to all list of proposers as Addenda and receipt thereof shall be acknowledged on the proposal. Proposer shall check with the Carter County Finance Office prior to proposal opening to secure any Addenda that may affect proposal submission. Oral instructions will not be given and do not form a part of the Proposal Documents.

Proposal Security: A Proposal Guaranty in a commercially standard form from a Surety Company acceptable to the County, payable to Carter County, Tennessee with power of attorney must accompany each proposal for five (5) percent of the total amount of the Base Proposal. As soon as the proposal prices have been compared, the County will return the Proposal Guaranty of all except the three lowest responsible proposers. When the contract is awarded, the bonds of the unsuccessful proposers will be returned.

Preparation of Proposal: In accordance with TCA, Section 62-6-119, contractors applying to proposal for the prime contract shall include the following information to appear on the outside of the sealed envelope containing the proposal except when the proposal amount is less than twenty-five thousand dollars ($25,000). The outside of the proposal envelope of the contractors applying to proposal for the prime contract must include the following:

1. Title

2. Opening Date

3. Name of Contractor

4. License number

5. Expiration Date

6. License Classification

7. Subcontractors: Name and License information shown in items 4, 5, 6, & 7.

Additional information to appear on the outside of the envelope containing the proposal:

8. FEMA Project Number

9. Proposer Address, Phone Number, and Email Address

10. Owner

Failure of a proposer to comply with the listing requirements for the outside of the envelope voids the proposal and the proposal may not be opened or considered.

All sealed proposals must include the following:

1. The entire proposal bound with the required documents completed and signed.

2. Terms of Contract, Attachments A, B & C (signed)

3. Proposal Guaranty (5%) (signed)

4. Proposal Signature/Addendum Acknowledgement (signed)

5. Drug Free Workplace Affidavit (signed)

6. Iran Divestment Act Affidavit (signed)

7. Non-Boycott of Israel Certification (signed)

8. Project Understanding and Project Approach (signed)

9. Qualifications (signed)

10. Ability to Perform Work (signed)

11. Record of Past Performance/References (signed)

12. Proposal Price Tabulation Form (signed)

13. ADDITIONALLY: A flash drive with a digital scan of the above items

Proposals which are incomplete, unbalanced, conditional or obscure or which contain additions not called for, erasures, alterations or irregularities of any kind or which do not comply with the INFORMATION FOR PROPOSERS may be rejected at the option of the County.

The County at its discretion may reject any and all proposals or at its discretion may waive informalities or minor defects found in the proposals.

Award of Contract: Award will be made to the proposer that demonstrates:

A. Project Understanding and Project Approach (15 points): Proposer must maintain a full understanding of the services requested and demonstrate an approach to accomplishing the work with integrity, & compliance with public policy. (Important)

B. Qualifications (20 points): Proposer must demonstrate the ability to perform the required work as reflected by general experience, specific experience in providing the services, and the qualifications and abilities of the personnel assigned to perform such services. (Very important)

C. Ability to Perform Work (15 points): The proposer must demonstrate the capacity (personnel, equipment, technical, facilities and financial resources) to perform this type of service currently available or demonstrated to be made available at the time of request. (Important)

D. Record of Past Performance/ References (25 points): A record of past performance of similar work. (Critical)

E. Proposal Price Tabulation Form (25 points): (Critical)

Carter County may cancel this proposal.

A Proposer may withdraw any proposal he has submitted at any time prior to the hour set for the closing of the proposals provided the request for withdrawal is signed in a manner identical with the proposal being withdrawn. No withdrawal or modification will be permitted 30 days after the hour and date designated for opening the proposals.

The successful Proposer must provide the following, each of which shall be in accordance with the contract documents:

1. Certificate of Insurance naming Carter County, Tennessee additionally insured with any exclusions listed, including General Liability Worker’s Comp Auto Insurance

2. Proof of Worker’s Comp for all Subcontractors.

3. Performance-Payment Bond for 100% of the total Base Proposal amount with Power of Attorney.

4. W-9 Form, if a new vendor.

The successful Proposer will also be responsible for the following:

1. Payment of all taxes levied under the laws of the State of Tennessee.

2. The successful Proposer shall have the responsibility to ensure that all persons employed under a contract with the County, whether directly or by subcontract, be legal residents and be authorized to work in the United States.

3. Affirmative Action compliance is required.

The Proposer agrees to maintain a cumulative total of quantities of work installed and work remaining to be performed and shall take all precautions as necessary to prevent installation of quantities with total values exceeding the contract price. The Proposer also agrees that under no circumstances will he be paid any sum in excess of the contract price without the execution of a contract change order.

Testing & Quality Control: The contractor is responsible for conducting all material testing and quality control as required. Testing services shall be performed by a TDOT prequalified licensed testing service organization. All testing costs shall be included in Item No./Item of work for which the work is being done.

Surveying: The contractor is responsible for all surveying required for the project. Surveying shall be performed by a land surveyor licensed in the state of Tennessee. All surveying costs shall be included in Item No./Item of work for which the work is being done.

MINIMUM GENERAL PROPOSAL CONDITIONS

The following Minimum General Proposal conditions have been developed and pertain to any and all purchases that may be made as a result of this proposal request.

1. TIME OF ACCEPTANCE: If a Proposer fails to state a time within which a proposal must be accepted, it is understood and agreed that the County shall have thirty (30) days to accept.

2. ERROR IN PROPOSAL: In cases of errors in the extension of prices in the proposal, the unit price will govern. No proposal shall be altered or amended after the specified time for opening Proposals. After proposal opening, a vendor will be permitted to withdraw a proposal only when there is an obvious clerical error in the proposal.

3. DEFAULT OF CONTRACTOR: In case of default of the Contractor, the County may procure the articles of services from other services and hold the Contractor responsible for any excess cost occasioned thereby.

4. SIGNATURE ON PROPOSALS: Each proposal should give the full name and business address of the Proposer. Unsigned Proposals will be rejected. The person signing the proposal must show his title, and if requested by the County, must furnish satisfactory proof of his or her authority to bind his or her company in contract. Proposals must be typed or written or in ink, otherwise they may not be considered. Award will be issued to the firm name appearing on the proposal.

5. SPECIFICATIONS: It is understood that reference to available specifications shall be sufficient to make items of such specifications binding on the Contractor. The use of the name of a manufacturer, or any special brand or make in describing an item does not restrict the Proposer to that manufacturer, unless specifically stated. The articles on which proposals are submitted must be equal or superior to those specified. Articles received not equal will be picked up by the vendor or returned to vendor shipping charges collect.

6. INSPECTION: Whether or not an inspection point is specified herein, all material and workmanship shall always be subject to inspection and test and places (including inspection and test after arrival at destination) and, when practicable during manufacture. In case any articles are found to be defective in material or workmanship, or otherwise not in conformity with the specification requirements, the County shall have the right to reject such articles or require their correction. Final inspection shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

7. WARRANTY: State all guarantees or warranties that would apply to item/product/service that you are proposing.

8. Faxed or electronically submitted Proposals will not be accepted.

NO PROPOSALS WILL BE ACCEPTED AFTER THE ADVERTISED PROPOSAL OPENING TIME.

TERMS OF CONTRACT

Bridge Repair Project

(Bridge ID No. 1002990001)

CARTER COUNTY, TENNESSEE

1. CONTRACTED SERVICES:

The Firm agrees to provide in accordance with the specifications set forth on the preceding pages of this contract, titled “Contract between the Carter County Non-State Entity presiding as a Tennessee Carter County and CONTRACTOR and any other documents as set forth by Carter County, and are hereby incorporated into and made a part of this contract. No oral statements of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this contract. If other attachments or exhibits exist which are to be incorporated as part of this contract, the title of each document shall be listed here, as follows:

Attachment A - Scope of Work and Payment Terms (net 60 days) per included RFP Response, it is the Intent of this Contract for the COMPANY to complete this Project 120 consecutive calendar days from agreed upon start date.

Attachment B - Conflict of Interest Attachment C - Certification Regarding Lobbying

2. ABILITY TO CONTRACT:

CONTRACTOR NAME warrants that he/she/it is qualified to provide the services, Firm warrants they are qualified, as outlined in this contract. The Firm agrees to conform to existing policies, rules, and regulations of the Carter County the Firm agrees to maintain throughout the contract period such licensing and/or certification as may be required by law for the provision of services specified herein. The Firm warrants that it is a validly organized business with valid authority to enter into this contract; that entry into and performance under this contract is not restricted or prohibited by any loan, security, financing, contractual or other contract of any kind; and, notwithstanding any other provision of this contract to the contrary, that there are no existing legal proceedings or prospective legal proceedings, either voluntary or otherwise, which may adversely affect its ability to perform its obligations under this contract.

3. APPLICABLE LAW:

The contract shall be governed by and construed in accordance with the laws of the State of Tennessee, excluding its conflicts of laws, provisions, and any litigation with respect thereto shall be brought in the courts of Carter County Tennessee. Firm shall comply with applicable federal, state, and local laws and regulations.

4. COMPLIANCE WITH LAWS:

Firm understands that Carter County is an equal opportunity employer and therefore maintains a policy which prohibits unlawful discrimination based on race, color, creed, sex, age, national origin, physical handicap, disability, genetic information, or any other consideration made unlawful by federal, state, or local laws. All such discrimination is unlawful, and the Firm agrees during the term of the agreement that Firm will strictly adhere to this policy in its employment practices and provision of services. The firm shall comply with, and all activities under this agreement shall be subject to, all applicable federal, State of Tennessee, and local laws and regulations, as now exists and as may be amended or modified.

5. PROCUREMENT REGULATIONS AND APPROVAL:

Carter County will utilize the Tennessee Procurement Manual (TPM) as established and maintained by the Tennessee Central Procurement Office (CPO). The Tennessee Procurement Manual shall serve as a guideline in keeping compliance with Federal, State, and Local procurement requirements.

6. REPRESENTATION REGARDING CONTINGENT FEES:

Firm represents that it has not retained a person to solicit or secure a Carter County contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except as disclosed in Firm’s proposal.

7. REPRESENTATION REGARDING GRATUITIES:

The Proposer, offeror, respondent, or Firm represents that is has not violated, is not violating, and promises that it will not violate the prohibition against gratuities set forth in Section 6- 204 (Gratuities) of the Tennessee Procurement Manual Rules and Regulations.

8. DEBARMENT AND SUSPENSION: Firm certifies to the best of its knowledge and belief, that it:

a. Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transaction by any federal department or agency or any political subdivision or entity of the State of Tennessee.

b. Has not, within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction.

c. Has not, within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against it for a 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.

d. Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of these offenses enumerated in paragraphs two (b) and (c) of this certification; and,

e. Has not, within a three-year period preceding this proposal, had one or more public transactions (federal, state, or local) terminated for cause or default.

9. INTEGRATED AGREEMENT/MERGER:

This contract, including all contract documents, represents the entire and integrated contractual agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, irrespective of whether they were written or oral. This contract may be altered, amended, or modified only by a written document executed by Carter County and the Firm. The Firm acknowledges that it has thoroughly read all contract documents and attachments and has had the opportunity to receive the competent advice and counsel necessary for it to form a full and complete understanding of all rights and obligations herein. Accordingly, this contract shall not be construed or interpreted in favor or against Carter County or the Firm on the basis of draftsmanship or preparation.

10. MODIFICATIONS AND CHANGES IN SCOPE OF WORK:

All modifications to the contract must be made in writing and signed by both parties to the contract. Carter County may order changes in the work consisting of additions, deletions, or other revisions within the general scope of the contract. No claims may be made by the Firm that the scope of the contract or of the Firm’s services has been changed, requiring changes to the amount of compensation to the Firm or other adjustments to the contract, unless such changes or adjustments have been made by written amendment to the contract signed by Carter County and the Firm. If the Firm believes that any particular work is not within the scope of the contract, is a material change, or will otherwise require more compensation to the Firm, the Firm must immediately notify Carter County in writing of this belief. If Carter County believes that the particular work is within the scope of the contract as written, the Firm will be ordered to and shall continue with the work as changed and at the cost stated for the work within the scope.

11. AVAILABILITY OF FUNDS:

It is expressly understood and agreed that the obligation of Carter County to proceed under this agreement is conditioned upon the appropriation of funds by Carter County. If the funds anticipated for the continuing fulfillment of the agreement are, at any time, not forthcoming or insufficient, of Carter County to appropriate funds or the discontinuance or material alteration of the program under which funds were provided or if funds are not otherwise available to Carter County. Carter County shall have the right upon ten (10) working days written notice to Firm, to terminate this agreement without damage, penalty, cost or expenses to Carter County of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

Compliance with Federal Law, Regulations and Executive Orders:

This is an acknowledgement that FEMA financial assistance will be used to fund the contract. Firm will comply with all applicable federal laws, regulations, executive orders, FEMA policies, procedures, and directives.

12. PAYMENT:

Firm agrees to accept all payments in United States currency via the check issuing system.

Carter County agrees to make payment in accordance with Tennessee law on “Timely

Payments for Purchases by Public Bodies,” which generally provides for payment of undisputed amounts by Carter County within Sixty (60) days of receipt of invoice.

13. E-VERIFICATION:

If applicable, Firm represents and warrants that it will ensure its compliance with the Tennessee Employment Protection Act and will register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work within the State of Tennessee. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E- Verify Program. The firm agrees to maintain records of such compliance. Upon request of Carter County and after approval of the Social Security Administration or Department of Homeland Security when required, Firm agrees to provide a copy of each such verification. Firm further represents and warrants that any person assigned to perform services hereafter meets the employment eligibility requirements of all immigration laws. The breach of this agreement may subject Firm to the following:

A. Termination of this contract for services and ineligibility of any state or public contract in Tennessee for up to three (3) years with notice of such cancellation/termination being made public.

B. The loss of any license, permit, certification or other document granted to Firm by an local, state, or federal governmental entity for the right to do business in Tennessee for up to one (1) year; or, C. Both. In the event of such cancellation/termination, Firm would also be liable for any additional costs incurred by the Carter County due to Contract cancellation or loss of license or permit to do business in the Carter County or State.

14. STOP WORK ORDER:

This section applies to contracts following the guidelines of the Tennessee Procurement Manual as follows:

A. Order to Stop Work: Carter County may, by written order to Firm at any time, and without notice to any surety, require Firm to stop all or any part of the work called for by this contract. This order shall be for a specified period not exceeding 90 days after the order is delivered to Firm, unless the parties agree to any further period. Any such order shall be identified specifically as a stop work order issued pursuant to this clause.

Upon receipt of such an order, Firm shall forthwith comply with its terms and take all reasonable steps to minimize the occurrence of costs allocable to the work covered by the order during the period of work stoppage. Before the stop work order expires, or within any further period to which the parties shall have agreed, Carter County shall either:

1. Cancel the stop work order; or,

2. Terminate the work covered by such an order as provided in the Termination for Default clause or the Termination for Convenience clause of this contract.

B. Cancellation or Expiration of the Order: If a stop work order issued under this clause is canceled at any time during the period specified in the order, or if the period of the order or any extension thereof expires, the Firm shall have the right to resume work.

An appropriate adjustment shall be made in the delivery schedule or Firm price, or both, and the contract shall be modified in writing accordingly, if:

1. The stop work order results in an increase in the time required for, or in the Firm’s cost properly allocable to, the performance of any part of this contract;

and,

2. Firm asserts a claim for such an adjustment within 30 days after the end of the period of work stoppage; provided that, if Carter County decides that the facts justify such action, any such claim asserted may be received and acted upon at any time prior to final payment under this contract.

C. Termination of Stopped Work: If a stop work order is not canceled and the work covered by such order is terminated for default or convenience, the reasonable costs resulting from the stop work order shall be allowed by adjustment or otherwise.

D. Adjustments of Price: Any adjustment in the contract price made pursuant to this clause shall be determined in accordance with the Price Adjustment clause of this contract, if applicable.

15. TERMINATION FOR CAUSE and CONVENIENCE:

A. Termination. Carter County or designee may, when the interests of Carter County so require, terminate this contract in whole or in part, for the convenience of Carter County, Carter County or designee shall give written notice of the termination to Firm specifying the part of the contract terminated and when termination becomes effective.

B. Firm’s Obligations. Firm shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Firm will stop work to the extent specified. Firm shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Firm shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The COO or designee may direct Firm to assign Firm’s right, title, an interest under terminated orders or subcontracts to Carter County Firm must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

16. TERMINATION FOR DEFAULT:

A. Default. If Firm refuses or fails to perform any of the provisions of this contract with such diligence as will ensure its completion within the time specified in this contract or any extension thereof, or otherwise fails to timely satisfy the contract provisions, or commits any other substantial breach of this contract, Carter County or designee may notify Firm in writing of the delay or nonperformance and if not cured in ten (10) days or any longer time specified in writing by Carter County or designee, such officer may terminate Firm’s right to proceed with the contract or such part of the contract as to which there has been delay or a failure to properly perform. In the event of termination in whole or in part, Carter County r or designee may procure similar supplies or services in a manner and upon terms deemed appropriate by Carter County or designee. The firm shall continue performance of the contract to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services.

B. Firm’s Duties. Notwithstanding termination of the contract and subject to any directions from the (ENTITY), the Firm shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Firm in which Carter County has an interest.

C. Compensation. Payment for completed services delivered and accepted by Carter County shall be at the contract price. Carter County may withhold from amounts due Firm such sums as the Carter County or designee deems to be necessary to protect Carter County against loss because of outstanding liens or claims of former lien holders and to reimburse Carter County for the excess costs incurred in procuring similar goods and services.

D. Excuse for Nonperformance or Delayed Performance. Except with respect to defaults of subcontractors, Firm shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure by Firm to make progress in the prosecution of the work hereunder which endangers such performance) if Firm has notified the Carter County or designee within 15 days after the cause of the delay and the failure arises out of causes such as: acts of God; acts of the public enemy; acts of Carter County ,State and any other governmental entity in its sovereign or contractual capacities; floods; epidemics;

quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the failure of a subcontractors to perform or to make progress, and if such failure arises out of causes similar to those set forth above, Firm shall not be deemed to be in default, unless the services to be furnished by the subcontractors were reasonably obtainable from other sources in sufficient time to permit Firm to meet the contract requirements. Upon request of Firm, Carter County or designee shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, Firm’s progress and performance would have met the terms of the contract, the delivery schedule shall be revised accordingly, subject to the rights of Carter County under the clause entitled (in fixed-price contracts, “Termination for Convenience,” in cost-reimbursement contracts, “Termination”). (As used in this Paragraph of this clause, the term “subcontractors” means subcontractors at any tier).

E. Erroneous Termination for Default. If, after notice of termination of Firm’s right to proceed under the provisions of this clause, it is determined for any reason that the contract was not in default under the provisions of this clause, or that the delay was excusable under the provisions of Paragraph (d) (Excuse for Nonperformance or Delayed Performance) of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of Carter County, be the same as if the notice of termination had been issued pursuant to such clause.

F. Additional Rights and Remedies. The rights and remedies provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

17. TERMINATION UPON BANKRUPTCY:

This contract may be terminated in whole or in part by Carter County upon written notice to the Firm, if the Firm should become the subject of bankruptcy or receivership proceedings, whether voluntary or involuntary, or upon the execution by Firm of an assignment for the benefit of its creditors. In the event of such termination, the Firm shall be entitled to recover just and equitable compensation for satisfactory work performed under this contract, but in no case shall said compensation exceed the total contract price.

18. RECORDS AND AUDIT:

The Firm shall maintain such financial records and other records as may be prescribed by Carter County or by applicable Federal and State laws, rules, and regulations. These may be kept according to the Firm’s usual method of recordkeeping but must be sufficiently detailed to permit an accurate accounting of contract funds and program activities. The contract and the procurement of goods and services shall be governed by the applicable Tennessee statutes and the applicable provisions of the Tennessee Personal Service Contract Review Board Regulations. The Firm shall retain these records for a period of three (3) years after final payment, or until they are audited by Carter County whichever event occurs first. These records shall be made available during the term of the contract and the subsequent three-year period for examination, transcription, and audit by the Tennessee State Auditor’s Office, its designees, or other authorized bodies. Where audits are required to be submitted to Carter County before funding can be released, the audits must be submitted within the required timeframe and must be acceptable; if a Firm fails to submit an audit in a timely manner, or if the audit is unacceptable, Carter County reserves the right to cancel or suspend the contract at Carter County’s discretion.

19. RECORDS RETENTION:

The Firm agrees to submit to Carter County quarterly program activity reports thirty (30) days subsequent to the closing of each quarter. The Firm agrees to submit to the Carter County quarterly fiscal reports thirty (30) days subsequent to the closing of each quarter, or other applicable period as made a part of this contract and agreed to by both parties. The Firm agrees to permit reasonable program review and evaluation by Carter County to provide access to any pertinent records; arrange meetings with appropriate personnel; permit inspection of the premises; and to cooperate in any other reasonable requests for fiscal and/or program information. Provided the Firm is given reasonable advance written notice and such inspection is made during normal business hours of the Firm, Carter County or any duly authorized representatives shall have unimpeded, immediate access to any of the Firm’s books, documents, papers, and/or records which are maintained or produced as a result of this contract for the purpose of making audits, examinations, excerpts, and transcriptions. All records related to this contract shall be retained by the Firm for three (3) years after final payment and or final closeout for this declaration is made under this contract and all pending matters are closed. However, if any audit, litigation, or other action arising out of or related in any way to this contract is commenced before the end of the three (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, whichever is later.

20. INDEPENDENT FIRM STATUS:

This section applies only to contracts for which the Firm shall serve solely on an Independent Firm basis, as follows:

The Firm, at all times, shall be regarded as an Independent Firm and shall at no time act as an agent for Carter County. Nothing contained herein shall be deemed or construed by Carter County, the Firm, or any third party as creating the relationship of principal and agent, partners, joint ventures, or any similar such relationship between the Carter County and the Firm. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the Carter County or the Firm hereunder, create or shall be deemed to create a relationship other than the independent relationship of the Carter County and the Firm. The Firm’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implications, to be employees of the Carter County Neither the Firm nor its employees, under any circumstances, shall be considered servants, agents, or employees of Carter County and the Carter County shall be at no time legally responsible for any negligence or other wrongdoing by the Firm, its servants, or agents. Carter County shall not withhold from the contract payments to the Firm any Federal or State unemployment taxes, Federal or State income taxes, Social Security tax, or any other amounts for benefits to the Firm. Further, Carter County shall not provide the Firm with any insurance coverage or other benefits, including Workers’ Compensation, normally provided by Carter County for its employees.

Furthermore, none of the work performed under this contract shall be subcontracted without prior approval from Carter County. Carter County, throughout the life of the contract, shall have the right to reasonable rejection and approval of staff of the Firm or its subcontractors assigned to the work by the Firm. If Carter County reasonably rejects staff of the Firm or its subcontractors, the Firm must provide replacement staff or subcontractors satisfactory to Carter County in a timely manner and at no additional cost to Carter County The day-to-day supervision and control of the Firm’s employees and subcontractors are the sole responsibility of the Firm.

21. TRADE SECRETS, COMMERCIAL AND FINANCIAL INFORMATION:

It is expressly understood that Tennessee law requires that the provisions of this contract which contain the commodities purchased or the personal or professional services provided, the price to be paid, and the term of the contract shall not be deemed to be a trade secret or confidential commercial or financial information and shall be available for examination, copying, or reproduction.

22. CONFIDENTIAL INFORMATION:

A. Definition: “Confidential Information” shall mean:

1. Those materials, documents, data, and other information which the Firm has designated in writing as proprietary and confidential; and

2. All data and information which the Firm acquires as a result of its contact with and efforts on behalf of Carter County, and any other information designated in writing as confidential by Carter County.

Each party to this contract agrees to protect all Confidential Information provided by one party to the other, to treat all such Confidential Information as confidential to the extent that confidential treatment is allowed under State and/or Federal law, and, except as otherwise required by law, not to publish or disclose such information to any third party without the other party’s written permission, and to do so by using those methods and procedures normally used to protect the party’s own confidential information. Any liability resulting from the wrongful disclosure of confidential information on the part of the Firm or its subcontractors shall rest with the Firm. Disclosure of any confidential information by the Firm or its subcontractors without the express written approval of Carter County shall result in the immediate termination of this contract.

B. Disclosure: In the event that either party to this contract receives notice that a third-party requests divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of confidential or otherwise protected information, that party shall promptly inform the other party and thereafter respond in conformity with such subpoena to the extent mandated by State law. This section shall survive the termination or completion of this contract. The parties agree that this section is subject to and superseded by Tenn. Code Ann.

§ 10-7-501 et. seq. regarding public access to public records.

C. Exceptions: The Firm and Carter County shall not be obligated to treat as confidential and proprietary any information disclosed by the other party (“The Disclosing Party”) which:

1. Is rightfully known to the Firm prior to negotiations leading to this contract, other than information obtained in confidence under prior engagements.

2. Is generally known or easily ascertainable to non-parties of ordinary skill in the business of the Firm.

3. Is released by the Disclosing Party to any other person, firm, or entity (including governmental agencies or bureaus) without restriction.

4. Is independently developed by the recipient without any reliance on confidential information.

5. Is, or later becomes, part of the public domain or may be lawfully obtained by Carter County or the Firm from any non-party; or

6. Is disclosed with the Disclosing Party’s prior written consent.

D. Firm agrees to comply with the Administrative Simplifications provisions of the Health Insurance Portability and Accountability Act of 1996, including electronic data interchange, code sets, identifiers, security, and privacy provisions, as may be applicable to the services under this contract.

E. Notwithstanding any provision to the contrary contained herein, it is recognized that Carter County is a public entity of the State of Tennessee and is subject to the Tennessee Public Records Act. Tenn. Code Ann. § 10-7-501 et seq. If a public records request is made for any information provided to Carter County pursuant to the agreement and designated by the Firm in writing as trade secrets or other proprietary confidential information, Carter County shall follow the provisions of Tenn. Code Ann. § 10-7-501 et seq. before disclosing such information. Carter County shall not be liable to the Firm for disclosure of information required by court order or law.

23. TRANSPARENCY:

Contracts, including any accompanying exhibits, attachments, and appendices, are subject to the “Tennessee Open Records Act,” and its exceptions. See Tennessee Comptroller of the Treasury (https://www.comptroller.tn.gov/openrecords/faq.asp).

24. OWNERSHIP OF DOCUMENTS AND WORK PAPERS:

The Carter County shall own all documents, files, reports, work papers, and working documentation, electronic or otherwise, created under this contract, or in connection with the project, which is the subject of this contract, except for the Firm’s internal administrative and quality assurance files and internal correspondence. The Firm shall deliver such documents and work papers to Carter County upon termination or completion of the contract.

The foregoing notwithstanding, the Firm shall be entitled to retain a set of such work papers for its files. The firm shall be entitled to use such work papers only after receiving written permission from Carter County and subject to any copyright protections. By entering into this contract, the Firm conveys, sells, assigns, and transfers to Carter County all rights, titles, and interest it may now have or hereafter acquire under the antitrust laws of the United States and the State of Tennessee that relate to the particular goods or services purchased or acquired by Carter County under this contract.

25. FAILURE TO DELIVER:

In the event of failure of the Firm to deliver goods or services in accordance with the contract terms and conditions, Carter County, after due written notice, may procure the services from other sources and hold the Firm responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that Carter County may have.

26. FORCE MAJEURE:

Each party shall be excused from performance for any period and to the extent that it is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond reasonable control and without the fault or negligence of such party and/or its subcontractors. Such acts shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters (the “Force Majeure Events”). When such a cause arises, the Firm shall notify Carter County immediately in writing of the cause of its inability to perform, how it affects its performance, and the anticipated duration of the inability to perform. Delays in delivery or in meeting completion dates due to Force Majeure Events shall automatically extend such dates for a period equal to the duration of the delay caused by such events, unless Carter County determines it to be in its best interest to terminate the contract.

27. INDEMNIFICATION:

To the fullest extent allowed by law, the Firm shall indemnify, defend, save and hold harmless, protect, and exonerate Carter County and its officers, employees, agents, and representatives from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind and nature whatsoever, including, without limitation, court costs, investigative fees and expenses, and attorneys’ fees, arising out of or caused by the Firm and/or its partners, principals, agents, employees and/or subcontractors in the performance of or failure to perform this contract. In Carter County’s sole discretion, the Firm may be allowed to control the defense of any such claim, suit, etc. In the event the Firm defends said claim or suit, etc.

the Firm shall use legal counsel acceptable to Carter County the Firm shall be solely responsible for all costs and/or expenses associated with such defense, and Carter County shall be entitled to participate in said defense. The Firm shall not settle any claim or suit, etc.

without the Carter County’s concurrence, which Carter County shall not unreasonably withhold.

28. NO LIMITATION OF LIABILITY:

Nothing in this Contract shall be interpreted as excluding or limiting any tort liability of the Firm for harm caused by the intentional or reckless conduct of the Firm or for the damages incurred through the negligent performance of duties by the Firm or the delivery of products that are defective due to negligent construction.

29. ATTORNEYS’ FEES AND EXPENSES:

Subject to other terms and conditions of this contract, in the event the Firm defaults in any obligations under this contract, the Firm shall pay to Carter County all costs and expenses (including, without limitation, investigative fees, court costs, and attorneys’ fees) incurred by Carter County in enforcing this contract or otherwise reasonably related thereto. The Firm agrees that under no circumstances shall the Carter County be obligated to pay any attorneys’ fees or costs of legal action to the Firm. This clause shall not apply to any contracts entered into with another entity, board, or commission.

30. RECOVERY OF MONEY:

Whenever, under this contract, any sum of money shall be recoverable from or payable by the Firm to Carter County the same amount may be deducted from any sum due to the Firm under the contract or under any other contract between the Firm and Carter County The rights of Carter County are in addition and without prejudice to any other right Carter County may have to claim the amount of any loss or damage suffered by Carter County on account of the acts or omissions of the Firm.

31. SEVERABILITY:

If any part of this Contract is declared to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the contract that can be given effect without the invalid or unenforceable provision and to this end, the provisions hereof are severable. In such event, the parties shall amend the contract as necessary to reflect the original intent of the parties and to bring any invalid or unenforceable provisions in compliance with applicable law.

32. WAIVER:

No delay or omission by either party to this contract in exercising any right, power, or remedy here under or otherwise afforded by contract, at law, or in equity shall constitute an acquiescence therein, impair any other right, power or remedy hereunder or otherwise afforded by any means, or operate as a waiver of such right, power, or remedy. No waiver by either party to this contract shall be valid unless set forth in writing by the party making said waiver. No waiver of or modification to any term or condition of this contract will void, waive, or change any other term or condition.