2025-16_MBLP_Trail_Improvement_Bid_Documents.pdf

Town of Farragut

Invitation to Bid #2025-16 For

Mayor Bob Leonard Park Trail Improvements

All Proposals Must be Submitted To:

Farragut Community Center

239 JamesTowne Blvd Farragut, TN 37934

Deadline for Bid Submissions: Date: April 10th, 2025, Time: 1:00 PM

PLEASE COMPLETE AND SUBMIT THIS FORM WITH YOUR BID

Company Name DBA, If Applicable

Street Address Phone Number

City, State, Zip Code Email Address

FEIN:

Are quotes firm for 120 days? Yes__ No__ Other_____ List of Deviations (if any) attached? Yes__ No__ Other_____

Bid Bond is Required

If submitting a “No Proposal” state reason ___________________________________

Authorized Signature Title (Printed)

Name (Printed) Date

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Table of Contents

1. RFP Overview

1.1. Background 3

1.2. Purpose 3

1.3. Procurement Schedule and Non-Mandatory Meeting Information 3

1.4. Project Objectives 3

1.5. Communications 3

1.6. RFP Amendments and Cancellations 4

1.7. Proposal Submittal 4

1.8. Bonds 5

1.9. Performance and Payment Bond 6

2. Scope 7

3. General Terms and Conditions 8

4. Sample Contract 15

5. Governmental Regulations 19

6. Appendix

A. Bond Forms 26

B. Contractor’s Form of Bid 32

C. Addenda Acknowledgement and Bid Certification 35

D. Drug Free Workplace Affidavit 36

E. Non-Collusion Affidavit 37

F. Statement of Compliance Certificate Illegal Immigrants 38

G. Title VI Assurances 39

H. Owners Ethnicity and Gender Statement 40

I. Iran Divestment Act Certification 41

J. Non-Boycott of Israel Certification 42

K. Certification Regarding Debarement, Suspension and Other

Responsibility Matters 43

L. Byrd Anti-Lobbying Admendment Certification 44

Attachments

A. MBLP Trail Improvement – Plans

B. U.S. Access Board Outdoor Developed Areas

C. 2010 ADA Standards for Accessible Design

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1. ITB Overview

1.1 Background

The Town of Farragut owns over 51 acres on Watt Road, known as Mayor Bob Leonard Park

(MBLP). With funding from the Tennessee Department of Environment and Conservation

(TDEC) Local Parks & Recreation Fund (LPRF), the Town of Farragut plans to enhance the site by making improvements to the park trails

1.2 Purpose

The purpose of this solicitation is to enter into an agreement with a qualified, knowledgeable, and skilled company to provide a totally constructed project based on the plans (attachment A).

All work assigned to the Contractor shall also be done in accordance with the Town of Farragut standards and specifications, as well as 2010 ADA Standards for Accessible Designs.

1.3 Procurement Schedule

ITB Issue 03/12/2025

Non-Mandatory Pre-Bid Mtg 03/20/25 @11:00am On-Site*

Deadline for Bidder Questions 04/03/2025 @5:00pm

Bid Due 04/10/25 @ 1:00pm

Intent to Award 04/11/2025

Board of Mayor and Alderman

Approves/Contract Signed 04/24/2025

*The Non-Mandatory Pre-Bid meeting will be held 03/20/25 at 11:00am, on site. The address for

Mayor Bob Leonard Park (MBLP) is 301 Watt Rd., Farragut, TN 37934

1.4 Project Objectives

The Bidder is expected to include the furnishing of all labor, materials, equipment, tools, construction equipment, water, telephone, electric, utilities, transportation, safety measures, insurance, permits, supervision coordination and completion of all work. All work shall be performed and completed in strict conformance to the Contract documents including but not limited to the following: trail improvements as called for in the contract documents. This project has a required completion date of July 29th, 2025

1.5 Communications

All communications regarding this ITB must be submitted via email to the Finance Department

Procurement Division representative identified below:

Anissa Pratte, Staff Accountant,apratte@townoffarragut.org.

The Staff Accountant will be the sole point of contact for this ITB.

Bidders contact with anyone else in the Town is forbidden and may result in disqualification of the bid. Further, any oral communication will be considered unofficial and non-binding on the Town. Bidders should rely only on written statements issued by the Finance Department

Procurement Division representative.

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1.6 ITB Amendments and Cancellation

To ensure fair consideration for all bidders, any interpretations made to prospective bidders will be expressed in the form of an addendum to the specifications, if such information is deemed necessary for the preparation of the bid or if the lack of such information would be detrimental to the uninformed offer.

The Town reserves the right to amend this ITB in writing at any time. The Town also reserves the right to cancel or reissue the ITB at its sole discretion. If an amendment is issued, it will be posted on the Town’s website www.townoffarragut.org and also on Vendorlink

(www.vendorlink.com). It is the Bidder’s responsibility to ensure that the Town’s website and

Vendorlink is reviewed for ITB changes prior to submission of Bid.

1.7 Bid Submittal

Bids are to be received by the Town no later than the date and time indicated in Section 1.3.

Bidders assume the risk of the method of delivery. The Town assumes no responsibility for delays caused by any delivery service. Postmarks will not be accepted as proof of receipt.

Emailed Bids will not be accepted. A Bidder’s failure to submit a Bid as required before the deadline may cause the Bid to be disqualified.

Bidders must submit in a sealed package:

• One (1) bound paper copy clearly marked “Original”

• One (1) electronic copy (a single .pdf file containing all submitted material including the pricing sheet), on a USB drive. In the event of a discrepancy between the electronic version and hard copy, the response in the hard copy (Original) will prevail.

• Four (1) bound paper copies clearly marked “Copy”

The Bid package shall be mailed, couriered, or hand delivered to the Town at:

Town of Farragut

Community Center

Attn : Finance Department, Anissa Pratte

239 Jamestowne Blvd

The package should be clearly labeled with the following:

• Confidential

• Bid for MBLP Trail Improvements ITB#2025-16

• Bid Due Date and Time

• Bidder Name

• Bidder Address

Bidder Phone Number

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Bid Submittal Checklist o Cover Page with Signature o Contractor’s Form of Bid o Addenda Acknowledgement Form & Bid Certification o Drug-Free Workplace Form Signed o Non-Collusion Affidavit Form Signed o Statement of Compliance Certificate Illegal Immigrants o Iran Divestment Act Certification o Non-Boycott of Israel Certification o Certification Regarding Debarment, Suspension and other Responsibility Matters o Byrd Anti-Lobbying Amendment Certification o Owner’s Ethnicity and Gender of Contracts and Sub-Contractors o Bid Bond o If you intend to utilize a sub-contractor, please include the following forms with the sub-contractor’s applicable signatures.

▪ Drug-Free Workplace Form Signed

▪ Non-Collusion Affidavit

▪ Statement of Compliance Certificate Illegal Immigrants

▪ Non-Boycott of Israel Certification

▪ Certification Regarding Debarment, Suspension and other Responsibility Matters

▪ Byrd Anti-Lobbying Amendment Certification

▪ Owner’s Ethnicity and Gender of Contracts and Sub-Contractors

▪ Iran Divestment Act Certification

1.8 Bid Bond

Each bid must be accompanied by a bidder’s bond, or Cashier’s Check, or Certified Check made payable to the Town of Farragut in an amount equaling not less than five (5%) of the amount bidder. In the case of optional items in the Bids, the amount of the bidder’s bond or check must be in the amount equaling not less than five percent (5%) of the total amount of the bid based on the high option.

If the bidder’s bond is offered as a guaranty, the bond must be on the form furnished by the Town of Farragut and made by a surety company, qualified and authorized to transact business in the

State of Tennessee and must be acceptable to the Town of Farragut.

If a check is offered as guaranty, the check of the successful bidder will be cashable at the discretion of the Town of Farragut, pending the satisfactory execution and acceptance of the contract and the contract bond.

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1.9 Performance and Payment Bonds

The successful bidder shall be required to furnish one hundred percent (100%) separate

Performance and Payment Bonds. The Performance Bond shall be in full force and effect for one (1) year after the date of final acceptance of the project by the Owner.

By submitting this Bid, the undersigned bidder hereby agrees to be bound by the award of the

Contract and, if awarded the Contract on this Bid, to execute the required Contract and the required

Contract Payment and Performance Bond within ten (10) days after receipt of notice of the award.

The undersigned bidder submits herewith the required Bid guaranty in an amount of not less than five percent (5%) of the total amount of the Bid offered and agrees and consents that the Bid guaranty shall immediately be at the disposal of the TOWN OF FARRAGUT, not as a penalty, but as an agreed liquidated damage if the required Contract and Contract Payment and Performance

Bond are not executed within ten (10) days from receipt of the notice of award.

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2. Scope

The Town of Farragut intends with this Invitation to Bid (ITB) to contract a bidder to perform all work associated with trail improvements at Mayor Bob Leonard Park (MBLP).

The work of this Contract shall include the furnishing of all labor, materials, equipment, tools, construction equipment, water, telephone, electric, utilities, transportation, safety measures, insurance, permits, taxes, supervision, coordination and other services required for the construction and completion of the work. All work shall be performed and completed in strict conformance to the Contract documents including but not limited to the following: trail improvements and other site improvements as called for in the contract documents.

Project Timeline and Additional Requirements

• The Town of Farragut seeks project completion of July 29th, 2025.

• Respondents must submit a work schedule with their Bid package.

• Work hours must comply with local noise ordinances.

• The contractor is responsible for providing worker restrooms on-site during construction.

• Liquidated damages will be assessed as follows:

o $500 per calendar day for contract work (excluding punch list) not completed by July 29th, 2025.

o $500 per calendar day for failure to complete punch list work within 45 calendar days.

• Liquidated damages will be deducted from the 5% retainage held by the Town of Farragut.

• The Work shall begin upon receipt of a written Notice to Proceed from the Project Manager.

After Work has begun, Work is to be performed in a continuous manner until completed.

• Information in the document is the minimum necessary to define the Work required. It shall be the responsibility of all bidders to inspect the Site to fully evaluate existing conditions.

• The contractor shall always exercise proper precautions for the protection of persons and property and shall be responsible for all damages to persons or property, either on or off the

Site, which occur as a result of its prosecution of the Work. The safety provisions of applicable laws and building and construction codes shall be observed. Machinery, equipment, and all hazards shall be guarded in accordance with the safety provisions of the

”Manual of Accident Prevention in Construction” published by the Associated General

Contractors of America, Inc., to the extent that such provisions are not in conflict with applicable local laws. The Contractor shall provide safety vests for all Workers to be worn while working. Other required safety items will be signs, cones, barrels, flags, etc., as well as any other personal protective equipment (PPE) deemed necessary by the Program Manager or the Owner. No pay item is provided for these items; all costs will be included in the Bid price for other line items.

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General Terms and Conditions

The following terms, conditions and instructions apply (unless otherwise noted) to all of the Town of Farragut solicitations whether they are quotations, bids, proposals, requests for qualifications or other types of solicitations.

The term “vendor” is used collectively for bidder, vendor, proposer, quoter, contractor and all other terms implying or meaning one who is responding to an opportunity with the Town of Farragut. The submission of a response means that the vendor understands and agrees with the Town of Farragut’s instructions to vendors.

1. ACCEPTANCE AGREEMENT. Vendors shall hold their price firm and subject to acceptance by the Town of Farragut for ninety (90) calendar days from the date of the solicitation opening unless otherwise directed by the Town of Farragut.

2. AWARD/REJECTION OF RESPONSES. Awards are made to the responsible vendor complying with the conditions of the solicitation based on the response that receives the highest rating and is in the Town of

Farragut’s best interest. The Town of Farragut reserves the right to reject any and all responses and to waive any informality in the responses received whenever the Town of Farragut determines that such rejection or waiver is in the Town of Farragut’s best interest.

3. INTERPRETATIONS. The Town of Farragut is not responsible for oral interpretations of specifications.

Submit written requests for interpretation as indicated in a solicitation document. Addenda (official changes to or interpretations of specifications) are posted to the Town of Farragut’s web page. It is the vendor’s responsibility to examine the web page for addenda. All addenda become part of the contract, and all vendors/vendors are bound by such addenda.

4. USE OF SOLICITATION FORMS. Vendors are to complete the forms contained in the solicitation package. Failure to complete these forms may result in the rejection of your response.

Vendors are not to change the pricing method that is on the solicitation document unless the

Procurement/Finance office approves the change.

5. BID WITHDRAWAL. A Vendor may withdraw or amend a solicitation response before the date and time set for the receipt of bids without stating a reason. Bids may not be withdrawn without the Town of Farragut’s approval after the bid opening. If granted, withdrawal after the due date is non-reversible. Bid withdrawal may affect your bid bond (if any).

6. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Tennessee and the Codes of the Town of Farragut (“Town”).

7. ALTERATIONS OR ADMENDMENTS. Alterations, amendments, changes, modifications or additions to the Purchase Order shall not be binding without the Town of Farragut’s prior written approval.

8. APPROPRIATION. In the event funds are not appropriated by the Town of Farragut for the goods and/or services or insufficient funds exist to purchase the goods and/or services, awards and/or contracts shall terminate upon the expenditure or previously appropriated funds with no further obligations owed to or by either party.

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9. COMPENSATION AND PAYMENT TERMS. For the completion of the Work, the Town of Farragut shall pay Vendor the contract sum set forth in the purchase order and/or contract. Payments may be made in amounts which are consistent with the percentage of goods/non-professional services completed and invoiced by the Vendor as set forth in the purchase order.

The Town’s delivered payment terms are payment within thirty (30) days except where the law provides otherwise. Payment may be sooner where cash discounts are offered for early payment, however, cash discounts offered will not be considered in determining lowest bidder. In no event will payment be made prior to receipt of an original invoice containing invoice and purchase order numbers and receipt of purchased item(s). The Town is not liable for delays in payment caused by the failure of the Vendor to send an invoice to the address referenced herein.

10. INSPECTION/TESTING. Payment for the goods delivered does not constitute acceptance of the goods.

The Town of Farragut has the right to inspect the goods and to reject any or all of the goods which are in the

Town’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for may be returned to the Vendor at its expense and in addition to the Town’s other rights. The Town may charge the Vendor all expenses of unpacking, examining, repacking and reshipping those goods. In the event the Town receives goods whose defects or nonconformity are not apparent on examination, the Town reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order will relieve in any way the Vendor from the obligation of testing, inspection and quality control.

In the award of a construction contract/purchase order the Vendor is responsible for thoroughly inspecting the site of the proposed work and for becoming familiar with the work circumstances. The vendor’s failure to do so will not result in additional payments to the Vendor.

11. PROPERTY RIGHTS AND COPYRIGHT PROHIBITION. The Vendor agrees that all information, data, findings, recommendations, bids, et cetera by whatever name described and in whatever form secured, developed, written or produced by the Vendor in furtherance of this contract shall be the Town of Farragut’s property. The Vendor specifically waives and/or releases to the Town of Farragut any cognizable property right of the Vendor to copyright, license, patent, or otherwise uses such information, data, findings, recommendations, responses, et cetera.

12. PRICE WARRANTY. Vendor warrants that the prices for the goods or non-professional services sold the

Town are not less favorable than those currently extended to any other customer for the same or similar goods or non-professional services in similar quantities. In the event Vendor reduces its price for the goods or non-professional services during the term of this purchase order, Vendor agrees to reduce the prices charged to

Town correspondingly. The Vendor warrants that prices shown on this purchase order/agreement are complete, and no additional charges of any type will be added without the Town’s express written consent.

Any additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, crating.

13. NON-ESCALATION. Unless otherwise specified within the solicitation documents, the unit prices reflected in the agreement and/or contract shall remain form with no provisions for price increases during the term of the contract.

14. DELIVERY. All deliveries shall be to the designated Town of Farragut property, and they must be Freight

On Board (FOB) Town of Farragut, Tennessee with all delivery, handling, surcharges and other charges included in the bid price. Failure to do so may cause rejection of the bid.

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15. EXPENSES INCURRED. All expenses incurred in the preparation and submission in response to a solicitation shall be borne by the Vendor.

16. INDEMNIFICATION/HOLD HARMLESS. The Vendor shall indemnify, defend, save and hold harmless the Town of Farragut, its Mayor of Board, Alderman and employees from all suits, claims, actions or damages of any nature brought because of, arising out of, or due to breach of the agreement by vendor, its sub-vendors, suppliers, agents, or employees or due to any negligent act or occurrence or any omission or commission of vendor, its sub-vendors, suppliers, agents or employees.

17. INSURANCE. A Vendor working on the Town of Farragut property shall purchase and maintain during the life of this Agreement, insurance coverage which will satisfactorily insure Vendor against claims and liabilities which arise because of the execution of this Agreement, with the minimum insurance coverage as follows:

a. Commercial General Liability Insurance, with a limit of $1,000,000 for each occurrence and

$2,000,000 in the general aggregate.

b. Automobile Liability Insurance, with a limit of $1,000,000 for each accident, combined single limit for bodily injury and property damage.

c. Worker’s Compensation Insurance and Employer’s Liability Insurance, in accordance with statutory requirements, with a limit of $500,000 for each accident.

d. Professional Liability Insurance, with a limit of $1,000,000 for each claim and aggregate.

The vendor shall not commence work on the goods/non-professional services until a Certificate of Insurance has been submitted to the Town showing proof that the Vendor has obtained the necessary insurance coverage.

If any of the above cited policies expire during the life of this Agreement, it is the Vendor’s responsibility to forward renewal Certificates within ten (10) days after the renewal date containing all the aforementioned insurance provisions. Certificates must specifically cite the following provisions:

i. The Town of Farragut, its agents, representatives, officers, directors, officials and employees must be named an Additional Insured under the following policies:

a) Commercial General Liability

b) Auto Liability

ii. A vendor’s insurance must be primary insurance as respects performance of subject contract.

iii. All policies, expect Professional Liability Insurance, if applicable, waives rights of recovery

(subrogation) against Town of Farragut, its agents, representatives, officers, directors, officials and employees for any claims arising out of work or services performed by Vendor under this Agreement.

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18. LIMITATIONS OF RESPONSIBILITY. In no event is Town liable for anticipated profits or for incidental or consequential damages. Town's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Agreement or from the performance or breach of this Agreement will in no case exceed the unit price allocable to the goods or non-professional services which gives rise to the claim. The Town of Farragut is not liable for penalties of any description. Any action resulting from any breach of this Agreement by the Town as to the goods or non-professional services delivered must be commenced within one (1) year after the cause of action has accrued.

19. PROPRIETARY INFORMATION. The Town of Farragut operates under Tennessee’s Open Records Act and all information in the Town of Farragut’s possession is subject to disclosure upon request. The applies whether or not such information is stamped “confidential,” “proprietary” or other similar phrases.

20. RECORDS RETENTION AND AUDIT. The Vendor shall maintain all books, documents, accounting records and other evidence pertaining to the goods and services provided under an agreement and/or contract and make such materials available at its offices at all responsible times during the contract period and for three years (and as required by federal law and/or regulations) from the date of the final payment under an agreement or contract. This shall be for inspection by the Town of Farragut or any other governmental entity or agency participating in the funding of an agreement or contract, or any authorized agents thereof. Upon request, the vendor shall furnish copies of said records.

21. TERMINATION FOR CONVENIENCE. The Town of Farragut reserves the right to terminate this order or any part of this order at its sole convenience with thirty (30) days written notice. In the event of termination, Vendor must immediately stop all work and immediately cause any of its suppliers or subcontractors to cease any further work. The Vendor will be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed before the notice of termination, plus actual direct costs resulting from termination. The Vendor will not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by the Vendor's suppliers or s which Vendor could reasonably have avoided. The Vendor must not unreasonably anticipate the requirements of this order.

22. TERMINATION FOR CAUSE. The Town of Farragut may also cancel this order, or any part of this order, with seven (7) days written notice for cause in the event of any default by the Vendor, or if the Vendor fails to comply with any of the terms and conditions of this offer. Late deliveries, deliveries of products which are defective, or which do not conform to this order, and failure to provide the Town, upon request, with adequate assurances of future performance are all causes allowing the Town to cancel this order for cause.

In the event of cancellation for cause, the Town is not liable to the Vendor for any amount, and the Vendor is liable to the Town for any and all damages sustained by reason of the default which gave rise to the cancellation. If it should be determined that the Town has improperly cancelled this contract for a default, the cancellation is considered a termination for convenience.

23. DISPUTE RESOLUTION. Claims, disputes, or other matters in question between the parties to this

Agreement arising out of or relating to this Agreement, or breach thereof, shall be subject to mediation in

Farragut. Tennessee, in accordance with the following provisions:

a. The mediation shall be conducted by a mediator mutually acceptable to both parties.

b. The parties agree to share equally in the expense of the mediation.

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c. Such mediation may include the Vendor or any other person or entity who may be affected by the subject matter of the dispute.

d. Unless the parties agree otherwise, mediation shall be a condition precedent to the exercise of any legal remedy other than a proceeding seeking an immediate injunction or restraining order to protect the rights of a party pending litigation. Notwithstanding the issuance of an injunction or restraining order, or the refusal of a court to issue such an order, the dispute shall continue to be subject to mediation.

24. DELAY IN PERFORMANCE. Neither the Town nor Vendor shall be considered in default of the

Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonconforming party. For purposes of this Agreement, such circumstances include abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, or other civil disturbances; sabotage; judicial restraint; discovery of unanticipated hazardous wastes; and inability to procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either Town or Vendor under this Agreement. Should such circumstances occur, the nonconforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of the Agreement price. If the Vendor is delayed in the performance of the services for more than three hundred sixty-five (365) calendar days, either by the Town or circumstances beyond his control, an equitable adjustment to the contract amount can be made to compensate for additional costs incurred.

For delays in performance by Vendor caused by circumstances which are within its control, such delays shall be documented and presented to the Purchasing Department at the conclusion of Project and acknowledged by both Town and Vendor. The completed form shall be retained by the Town for a period of seven years and reviewed prior to Vendor selection for future Town projects. In the event the Vendor is delayed in the performance of Services because of delays caused by the Town, Vendor shall have no claim against the Town for damages or contract adjustment other than an extension of time.

25. HAZARDOUS MATERIALS. Hazardous materials may exist at a site where there is no reason to believe they could or should be present. The Town and Vendor agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. Town and Vendor also agree that the discovery of unanticipated hazardous materials may make it necessary for the Vendor to take immediate measures to protect health and safety. Town agrees to compensate

Vendor for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials.

Vendor agrees to notify Town when unanticipated hazardous materials or suspected hazardous materials are encountered. Town agrees to make any disclosures required by law to the appropriate governing agencies and agrees to hold Vendor harmless for any and all consequences of disclosures made by Vendor which are required by governing law. In the event the project site is not owned by the Town, the Town agrees to inform the Town of the discovery of unanticipated hazardous materials or suspected hazardous materials.

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26. COMMUNICATIONS. Any notice to the Town shall be made in writing to the address specified below:

Attn: Finance/Purchasing

11408 Municipal Center Drive

Farragut, TN 37934

(865) 966-7057

Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of the Vendor and the Town of Farragut.

27. SEVERABILITY. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire

Agreement from being void should a provision which is of the essence of this Agreement be determined void.

28. INTEGRATION. This Agreement represents the entire and integrated agreement between Town and

Vendor. All prior and contemporaneous communications, representations, and agreements by Vendor, whether oral or written, relating to the subject matter of this Agreement, as set forth in the Purchase Order, are hereby incorporated into and shall become a part of this Agreement.

29. SUCCESSORS AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Town and

Vendor and their respective permitted successors and permitted assigns.

30. ASSIGNMENT. Neither the Town nor Vendor shall assign any rights or duties under this Agreement without the prior written consent of the other party. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement. Nothing contained in this Article shall prevent Vendor from employing independent Vendors, associates, and s to assist in the performance of the Services; however, other agreements to the contrary notwithstanding, in the event

Vendor employs independent Vendors, associates, and subcontractors to assist in performance of the Services, Vendor shall be solely responsible for the negligent performance of the independent Vendors, associates, and subcontractors so employed.

31. THIRD PARTY RIGHTS. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Town and Vendor.

32. RELATIONSHIP OF PARTIES. Nothing contained herein shall be construed to hold or to make the Town a partner, joint venturer, or associate of Vendor, nor shall either party be deemed the agent of the other, it being expressly understood and agreed that the relationship between the parties is and shall at all times remain contractual as provided by the terms and conditions of this Agreement.

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33. INTEREST OF CURRENT & PAST MEMBERS, OFFICIERS OR EMPLOYEES. No member, officer or employee of the Town of Farragut, no member of the Town of Farragut’s governing body, and no other public official who exercises any function or responsibilities with respect to the project shall during his tenure or for one year thereafter have any interest, direct or indirect, in a contract, agreement or purchase order or the proceeds thereof.

34. NON-DISCRIMINATION. Vendors agree to comply with all federal, state, and local nondiscrimination laws and regulations. Vendor agrees not to discriminate against any participant in this Agreement on the basis of race, color, religion, sex, age or national origin. Vendor further agrees to comply with all federal, state and local laws regarding treatment and accommodation for individuals with disabilities.

35. DRUG FREE WORKFORCE. Vendor certifies that it will provide a drug-free workplace and agrees to comply with the applicable requirements of the Drug-Free Workplace Act of 1988.

36. FEDERAL OR STATE FUNDING. In the event that the Project is funded in whole or in part by Federal or State grants, Vendor agrees to abide by all applicable Federal and State laws, regulations, grant conditions and procedures.

37. COMPLIANCE WITH LAWS. The Town has entered into this agreement with the Vendor relying on is knowledge and expertise to provide the services contracted for. As part of that reliance, Vendor represents that he knows and understands the relevant and applicable federal and state laws that apply to the services provided through this contract and agrees to comply with these relevant and applicable federal and state laws.

The Vendor understands and acknowledges the applicability to it of:

a. the American with Disabilities Act,

b. the Immigration Reform and Control Act of 1986,

c. the Drug Free Workplace Act of 1988.

d. Executive Order 11246; “Equal Employment Opportunity.”’

e. Copeland “Anti-Kickback” Act

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SAMPLE AGREEMENT

Contract No. 2025-16

Mayor Bob Leonard Park Trail Improvements

This agreement made as of the ______ day of _____ in the year 2025 by and between the;

TOWN OF FARRAGUT (Hereinafter called Owner) and 11408 Municipal Center Drive

(Hereinafter called Contractor)

WITNESSETH THAT OWNER and CONTRACTOR in consideration of the mutual covenants hereinafter set forth agree as follows:

ARTICLE 1. WORK

The Contractor shall perform all Work as specified or indicated in the Contract Documents for the completion of the project generally described as follows:

Completion of Mayor Bob Leonard Park Trail Improvements as directed per each Work Order to minimum contract specifications.

ARTICLE 2. ADMINISTRATOR

The Town Engineer will act as Administrator in connection with completion of the work in accordance with the Contract Documents.

ARTICLE 3. CONTRACT TIME

The work shall begin upon receipt of a written notice to proceed from the Town Engineer and shall be completed on or before _____________.

ARTICLE 4. CONTRACT PRICE

The Owner will pay the Contractor for the performance of the contract in current funds for the total quantities of work performed at the prices stipulated in the bid for the several respective items of work completed, the total amount to be due upon completion and final acceptance of the Work, and the receipt of lien releases from the Contractor and all Subcontractors.

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ARTICLE 5. CONTRACT DOCUMENTS

The Contract Documents which comprise the contract between Owner and Contractor are attached hereto and made a part hereof and consist of the following:

A. Agreement

B. Instructions to Bidders

C. Special Conditions

D. General Conditions

E. Specifications for Mayor Bob Leonard Park Pickleball Courts

F. On-Call Work Order(s)

G. Contractor's Bid

H. Addenda Numbers ______________________________

I. Change Orders, duly delivered and executed by each party execution of this

Agreement.

J. Affidavits and Certifications

ARTICLE 6. MISCELLANEOUS

A. Neither Owner nor Contractor shall, without the prior written consent of the other, assign or sublet in whole or in part his interest under any of the Contract Documents;

and, specifically, Contractor shall not assign any monies due or to become due without the prior written consent of the Owner.

B. Owner and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto in respect to all covenants, agreements and obligations contained in the Contract Documents.

C. The Contract Documents constitute the entire agreement between Owner and

Contractor and may be altered, amended or repealed only by a written instrument signed by the party to be charged.

D. Guarantee and Correction of Work After Final Payment: Neither the final certificate nor payment nor any provisions in the Contract Documents shall relieve the Contractor of responsibility for faulty materials or workmanship and, unless otherwise specified, he shall remedy any defects due thereto and pay for any damage to other work resulting there from, which shall appear within a period of one year from the date of final acceptance of the work by the Owner.

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The Owner shall give notice of observed defects with reasonable promptness. The Engineer subject to arbitration shall decide all questions arising under this article.

The Contractor and through it each Subcontractor, in accepting the contract for this construction or respective portions of the construction covered by this contract and specifications, does hereby agree to replace and make good, without expense to the Owner, any work or material which may be found to be defective within one year from the date of the final certificate of payment to said Contractor. The deterioration due to ordinary use and normal wear is accepted from this guarantee.

The Contractor shall reimburse the Owner for cost of damage, if any, as well as cost of replacing defective materials or workmanship. If replacements are not made within fourteen days after notice is given of such defect in workmanship, or thirty days in case of materials, then the Owner shall have the right to make replacements and charge cost of same to Contractor or his bondsman.

E. The Contractor shall comply with the Department of Labor Safety and Health

Regulations for construction promulgated under the Occupational and Health Act of 1970 (PL 91-596) and under Section 107 of the Contract Work Hours and Safety Standards Act (PL 92-54).

F. Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the services performed under this Contract without obtaining the prior written approval of the Town. If such subcontracts are approved by the Town, each shall contain, at a minimum, sections of this contract pertaining to “Lobbying” and “Nondiscrimination,” (as identified by the section headings).

Notwithstanding any use of approved subcontractors, the Contractor shall be the prime contractor and shall be responsible for all work performed.

G. Lobbying. The Contractor certifies, to the best of its knowledge and belief, that:

(a) No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

(b) If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

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(c) The Contractor shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into and is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code.

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

The undersigned, having become familiar with the existing and proposed conditions of the project affecting the cost of the work, hereby proposes to furnish all supervision, technical personnel, labor, machinery, tools, appurtenances, equipment and services, including utility and transportation services required of Contract 2025-16 Mayor Bob Leonard Park Trail Improvements, all in accordance with the bid specifications and Contract Documents listed above at and for the unit prices for work in place for the following items and quantities:

Per Bid Form signed and submitted on ______________.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

OWNER: CONTRACTOR:

Town of Farragut

11408 Municipal Center Drive

Farragut, TN 37934

BY: BY:

(Printed or Typed) (Printed or Typed)

Title ________________________________ Title _______________________________

ATTEST: ATTEST:

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TOWN OF FARRAGUT

GOVERNMENTAL REGULATION

The following commitments, certificates and affidavits find their origin in federal and state law related to funding granted by state and federal entities to local governments like the

Town of Farragut, and are agreed to by the parties to the contract or agreement to which it is incorporated:

1. With respect to compliance with the Equal Employment Opportunity requirements: (a) The

Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;

and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of his nondiscrimination clause.

(b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

(c) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

(d) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(e) The Contractor will comply with all provisions of Executive Order 11246 of September

24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

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(f) The Contractor furnish all information and reports required by Executive Order 11246 of

September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(g) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of

September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(h) The Contractor will include the portion of the sentence immediately preceding paragraph

(g) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

The Town of Farragut (herein the "Client" or the "Applicant") further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the Applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The Applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the

Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency’s primary responsibility for securing compliance.

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The Applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a Contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon Contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part Il, Subpart D of the Executive Order. In addition, the Applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate or suspend in whole or in part this grant

(contract, loan, insurance, guarantee); refrain from extending any further assistance to the

Applicant under the program with respect to which…