#3889 Supply _ Service Agreement - RFP 5.225.docx

INET GAS MONITORING #3889

SAMPLE SERVICE AND SUPPLY AGREEMENT

This Agreement, made at and entered into on _______________, by and between KNOXVILLE UTILITIES BOARD, an independent agency of the City of Knoxville, Tennessee, a municipal corporation organized and existing under the laws of the State of Tennessee, (hereinafter called “KUB”), and ____________________, (hereinafter called “Contractor”), a corporation existing under the laws of the State of ____________.

WITNESSETH

WHEREAS, KUB is an agency of a municipality which provides water, wastewater, natural gas, and electric utility services to customers located in and around the Knoxville and Knox County area; and

WHEREAS, KUB invited proposals for iNet Gas Monitoring Services/Supply Agreement, Control Number:3889 as called for in said Request for Proposal; and

WHEREAS, under the Request for Proposal, Contractor, submitted an original, qualified Proposal dated __________________, 2025, (the “Proposal”) that is the most responsive and best conforms to the specifications and needs of KUB, and such Proposal has been accepted by KUB for the performance of iNet Gas Monitoring Services/Supply Agreement, Control Number:3889; and

WHEREAS, a written contract (“Agreement”) for certain services in the payment schedule attached hereto as Attachment “A”, should be executed by and between KUB and Contractor, covering the services described in this Agreement and the submitted Proposal.

WHEREAS, the Agreement for the subject services shall include the following documents in order of precedence:

1. The Agreement;

2. The Contractor’s Proposal, including any supplements thereto, attached hereto as Attachment “A”;

3. The RFP; and any other KUB documents to include but not be limited to technical specifications, etc. attached hereto as Attachment “B” (hereinafter referred to collectively as “Contract Documents”) In the event of a conflict between the documents, which together comprise the Agreement for the subject project, the document with the first order of precedence shall control.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained to be performed by the parties hereto, and of the payments herein agreed to be made, it is agreed by the parties hereto as follows:

1.0 SCOPE OF SERVICES:

1.1 During the term of this Agreement, the Contractor will furnish all supervision, labor, tools, equipment, transportation, etc. necessary for the timely and accurate completion of the Work. The Contractor shall perform the work in strict accordance with this Agreement and the Proposal specifications, including but not limited to, all project drawings, specifications, addenda, and all other documents attached to or referenced therein.

1.2 KUB reserves the right to enter into agreements with multiple contractors. As such, KUB reserves the sole right to assign work per its best interests and to the contractor of its choice. KUB further reserves the right to issue Request for Quotes for work estimated to be less than $50,000. If the work is estimated to be greater than $50,000, KUB reserves the right to bid the work within this Agreement or complete the work through another publicly bid solicitation.

1.3 The Contractor shall provide a sufficient and fully qualified staff and appropriate field equipment at all times necessary to perform the Work as required by the Agreement. All Contractor employees are to be fully qualified and trained to perform the Work prior to beginning work on the KUB system. KUB may request that the Contractor submit satisfactory documentation related to the training, certification, ongoing drug and alcohol testing program and legal status (if applicable) of its employees and shall make documentation available to KUB for review upon request as well as all training completed by each employee prior to their beginning work on the KUB system. KUB shall not be billed for any employee training. Contractor shall promptly remove employees from the Agreement who violate the Contractor’s drug and alcohol testing program.

1.4 Contractor personnel shall be proficiently trained on the procedures, techniques, communicative skills and record keeping required for performance of the Work. Each of the Contractor’s personnel will be in contact with the public and will display appropriate professional appearance and demeanor. Each of the Contractor’s personnel will have a name badge or other recognizable insignia visibly displayed on their person. The Contractor agrees to take appropriate corrective action in any situation where a Contractor employee does not display professionalism or courtesy during interaction with the public, governmental authorities, other contractors, KUB personnel, etc. KUB reserves the right to require the Contractor to cease the use of persons for performance under this Agreement who in the opinion of KUB are not professional or courteous in their contact with the public or doesn’t demonstrate proficiency in performing the Work.

2.0 TERM OF AGREEMENT:

2.1 The effective date of this Agreement shall begin _________________ ____, 2025.

2.2 The term of this Agreement shall be until _________________ ____, 2030.

2.3 KUB reserves the right to terminate this Agreement without cause upon ninety (90) days written notice to Contractor.

2.4 KUB and Contractor each reserve the right to terminate, with cause, the Agreement at any time without recourse, by giving written notice to the other party at least thirty (30) days prior to the effective date of such termination. The Contractor shall be entitled to receive just and equitable compensation for all services that have been provided up to the effective date of such termination. Notwithstanding the foregoing, KUB will pay for services satisfactorily completed but not yet invoiced and services completed and invoiced at the prices set forth in this Agreement. “For cause” shall mean any material breach of the Agreement that is not cured within thirty (30) days of receipt of written notice of same by the other party and, in the case of a breach by KUB, failure to pay for services within the time frame set forth herein.

2.5 Either party will have the right to terminate this Agreement if the other party becomes insolvent, is the subject of or participates in an assignment of assets for benefit of creditors, or if either files or becomes the subject of an involuntary petition for bankruptcy.

2.6 Any work assignments, which are partially completed at the expiration or termination of this Agreement, shall be finished by the Contractor in accordance with the terms of this Agreement if requested by KUB.

3.0 COMPENSATION AND PAYMENT

3.1 During the term, KUB shall pay Contractor for the Work performed hereunder in accordance with the attached payment schedule set out in Attachment “A” to this Agreement. Payment for all services performed under this Agreement will be made at the rates listed on the payment schedule unless changed by contract amendment. Unless otherwise negotiated or agreed upon by both parties in writing, no additional payments will be made for items not listed on the payment schedule, including all Federal, State, and local fees, duties, tariffs, and taxes that may be imposed upon the Work or any materials used therein at the time of contracting or at a later time.

3.2.1 Unit priced rates may be adjusted once per calendar year effective on the anniversary effective date of the Agreement based on the previous month’s “All Items” line item of the Consumer Price Index-Urban (CPI-U) data available for reference at www.bls.gov. Any price change proposed by Contractor after said twelve-month period must be approved by KUB and must be presented to KUB in writing thirty (30) days before the price change is to take effect.

3.2.2 The pricing in the pricing schedule includes all costs, shipping (FOB Destination), overhead, and profit to the Contractor in fulfillment of this Agreement and no other charges or fees shall be billed to KUB, except as specified herein.

3.3 All invoices shall be e-mailed to accountspayable@kub.org or mailed to:

3.4 KUB shall have five (5) days to do an independent evaluation of the billing to determine the accuracy of and finally approve each invoice from the receipt date of the invoice. KUB shall then pay the Contractor within thirty (30) days of each approved invoice, with payment amounts calculated on the basis of the units of work contained in the Payment Schedule and as completed by the Contractor as specified in this Agreement. KUB retains the right to do an independent evaluation of the billing to determine the accuracy thereof. KUB shall have the right to return to the Contractor within or immediately after the five (5) day approval period any invoice that is not correct and the payment of which it disputes (hereafter referred to as "Billing Dispute"). In the case of a Billing Dispute, KUB shall set forth in a writing addressed to Contractor the exact nature of the dispute and its proposed solution. Contractor will respond within ten (10) business days of receipt of said writing and include a proposed solution if different that the one suggested by KUB. KUB shall adhere to the same five (5) day evaluation and payment within thirty (30) days from approval for revised invoices submitted from Billing Disputes. The Contractor may also resubmit an invoice for approved items for processing and work on resubmitting un-approved items separately. KUB shall have the right to modify or amend the format of the invoice as to customer information fields upon verbal or written notice to the Contractor provided that Contractor is not required to amend or change its standard “blank” invoicing form. For invoices returned to the Contractor in the event of validated billing errors KUB reserves the right to charge the Contractor $100.00 per invoice returned to cover the costs of KUB administrative time.

3.5 The pricing in the Payment Schedule for the Work required by this Agreement includes all costs, overhead, and profit to the Contractor in fulfillment of this Agreement and no other charges or fees shall be billed to KUB, except as specified herein. Any and all fees, duties, tariffs, taxes, surcharges, training or other requirements of any jurisdiction concerned in the Work, which are in place at the time of the Proposal, are included in the prices quoted. The Contractor shall be solely responsible for any and all additional expenses, including taxes levied, reporting and/or testing requirements, incurred after award of this Agreement, except as specified herein.

3.6 The obligation of the OWNER hereunder are payable from the revenues of the appropriate divisions of the Knoxville Utilities Board.

3.7 Contractor shall be responsible for payment of any and all tax liabilities that may be imposed pursuant to this Agreement including those taxes imposed by the Tennessee Department of Revenue. Contractor shall specifically have responsibility for payment of sales and use taxes pursuant to the State of Tennessee Department of Revenue.

4.0 INDEMNIFICATION

4.1 Contractor agrees to indemnify, hold harmless, and defend KUB, its commissioners, officers, managers, employees, and agents, affiliates, successors and assigns from and against any and all demands, liabilities, obligations, claims, penalties, losses, suits, damages, judgments, actions, fines, awards, interest and the costs and expenses incident thereto (including the cost of defense, settlement and reasonable attorney’s fees) made against KUB, or which KUB may incur, become responsible for, or pay out as a result of death or bodily injury to any person (including workers’ compensation benefits to KUB employees), damage or destruction to the property of any member of the public, the violation of federal, state or local governmental laws, regulations or orders, or any other claim of loss or damage against KUB, by any third party, arising out of, resulting from, occurring in connection with or related to the obligations of Contractor under this Agreement, Contractor’s breach of any term or provision of this Agreement, or because of any negligent, grossly negligent, reckless negligent or willful act or omission on the part of Contractor, its employees, agents, or subcontractors.

This agreement to indemnify, hold harmless and defend KUB shall include claims related to KUB’s own negligence, except that this agreement to indemnify, hold harmless and defend shall not apply to losses and/or liabilities arising from the sole negligence of KUB.

Notwithstanding anything else herein to the contrary, the indemnity provision of this paragraph shall not be construed to change the liability of any party hereto for any claim that would otherwise be prohibited or limited under any applicable provisions of the Tennessee Governmental Tort Liability Act, as codified at Tenn. Code Ann., §§29-20-101, et seq., as it may be amended from time to time by act of the legislature (the “Act”), it being the intent of this section not to waive, diminish, or otherwise affect the statutory limits of liability, the statutory immunity, or the extent of immunity that may have been established for any party hereto under the Act.

5.0 INSURANCE

5.1 Before this Agreement becomes effective and without limiting its liability under this Agreement, the Contractor shall maintain, and shall cause any subcontractor or assignee of this Agreement to maintain, during the life of this Agreement, the following insurance and shall furnish to KUB certificates of insurance as evidence thereof. The Contractor must provide a certificate of insurance to KUB for the following insurance and name KUB as an additional insured:

Workers’ Compensation and Employer’s Liability Insurance, with limits not less than Five Hundred Thousand Dollars ($500,000.00).

Commercial General Liability Insurance, including coverage for bodily injury and property damage, with limits not less than One Million Dollars ($1,000,000.00) for each occurrence.

Automobile Liability Insurance, with limits not less than One Million Dollars ($1,000,000.00) for each occurrence.

Umbrella & Excess Liability Insurance, with limits not less than One Million Dollars ($1,000,000.00) for each occurrence.

A. Worker's Compensation and Employer's Liability for every worker employed in connection with the work under the agreement and as provided for in each and every statute applicable to Workers’ Compensation. The Employer's Liability limit shall be as required by the excess liability insurer for the maintenance of excess liability or umbrella liability coverage.

B. Comprehensive or Commercial General Liability and Excess or Umbrella Liability including insurance covering work under the agreement with limits as follows:

The limits provided for Bodily Injury, Property Damage, Personal Injury, and Employer's Liability shall be one million ($1,000,000.00) dollars per occurrence and one million ($1,000,000.00) dollars unimpaired annual (or general) aggregate. The following coverage’s are to be provided:

1. Contractual Liability to cover the liability assumed by the Contractor under this agreement.

2. Broad Form Property Damage, including completed operations.

3. Personal Injury Liability, covering hazard groups listed in Sections (A), (B), and (C), or equivalent.

C. Business automobile liability with total coverage limits for bodily injury or property damage of one million ($1,000,000.00) dollars per accident.

This insurance is to apply to all owned, non-owned, rented, borrowed, or hired vehicles to be used by the Contractor in the furtherance of the work.

D. Umbrella liability with the total coverage limits for bodily injury or property damage of one million ($1,000,000.00) dollars unimpaired annual aggregate limit.

E. All policies shall have no less than thirty (30) day notice of cancellation to be provided to KUB.

6.0 WARRANTY, DAMAGES, AND EVENTS OF DEFAULT AND REMEDIES

6.0A Warranty and Damages

6.1A Contractor shall perform all Work in a safe, efficient, good, and workmanlike manner. Contractor warrants for a period of one (1) year from the date of completion of the Work that the Work completed shall conform to the requirements of the Agreement and shall be performed with the ordinary skill and care of trained professionals. As a condition of warranty, KUB must give the Contractor written notice of non-conforming work within the original warranty period. If any Work is found not to conform to the Agreement, Contractor shall, at its option, either refund that portion of Contractor’s fees pertaining to such non-conforming Work or repair or replace the defective Work at no cost to KUB. Contractor makes no other warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.

6.2A Contractor will be responsible and liable for any damages to property of KUB or others caused by the negligence or willful misconduct of its employees, subcontractors or agents, and will replace and make good such damages to the satisfaction of KUB. Such repairs to inhabited buildings and structures will be performed within 48 hours upon notification from KUB or the property owner. If the Contractor fails to perform such repairs in a timely manner, KUB will complete said repairs and invoice Contractor for the actual and documented cost of the repairs.

6.0B Events of Default and Remedies

6.2B In the event of any default of this Agreement by Contractor, KUB may immediately take one or more of the following actions:

6.3B Contractor shall pay the costs and expenses of KUB’s enforcement of its rights under this Agreement, including but not limited to reasonable attorney’s fees.

6.4B Should KUB fail or refuse to pay any amount due to Contractor hereunder, then Contractor may cancel this Agreement, and KUB shall pay the cost and expense of Contractor enforcement of its rights hereunder, including but not limited to reasonable attorney’s fees.

7.0 NON-DISCRIMINATION POLICY

7.1 Title VI: The Vendor, Contractor, or Contractor agrees that it will comply with Title VI of the Civil Rights Act of 1964 and all requirements imposed by KUB to the effect that no person shall, on the grounds of race, color, or national origin, be excluded from participating in, or denied the benefits of, or be subject to discrimination under any program or activities for which KUB received Federal Financial Assistance.

The Vendor, Contractor, or Contractor agrees to compile appropriate data, maintain records, and submit reports as required to permit effective enforcement of Title VI. If there are any violations of this assurance, KUB shall have the right to recommend corrective actions or to seek administrative enforcement of this assurance, up to and including termination of federal contracts involving the receipt of financial assistance.

8.0 MISCELLANEOUS PROVISIONS

8.1 This Agreement shall be governed by and interpreted and enforced under the laws of the State of Tennessee.

8.2 The Contractor hereby submits to personal jurisdiction before the Courts of Knox County, Tennessee, for resolution of any disputes that may arise out of this Agreement.

8.3 Contractor shall comply with all applicable local, state, and federal laws and regulations pertaining to the manufacture, distribution, delivery, storage and handling of materials.

8.4 KUB reserves the right, without impairing this Agreement, to use its own forces to perform the Work for its own purposes at any time. Nothing herein shall be deemed to require KUB to guarantee a minimum amount of work to the Contractor.

8.5 The Contractor may not assign or subcontract Work or any part of this Agreement without the written consent of KUB and will not assign any monies payable under this Agreement without similar written consent. If the Contractor, with the consent of KUB, sublets any part of this Agreement, the Contractor shall be fully responsible to KUB for the acts and omissions of the subcontractor and of the persons either directly or indirectly employed by such subcontractor. Any purported assignment or subcontract without consent shall not relieve the Contractor of its obligations hereunder.

8.6 No amendment, modification, or interpretation of the contract shall be effective unless the same is in writing and signed by a duly authorized representative of KUB.

8.7 Any notices required to be provided hereunder shall be provided in writing, unless verbal communication is expressly permitted or verbal communication is appropriate because of exigencies of time, in which case such verbal communication shall be confirmed in writing at the earliest possible time. All notices shall be delivered or mailed to the addresses set forth below or to such other address as the parties may from time to time designate in writing:

If to KUB:

If to Contractor:

All notices shall be hand delivered or mailed. If mailed, the notices shall be deemed given when deposited, postage prepaid, in the United States Mail or picked-up by a package carrier (FedEx, UPS, etc.).

8.8 KUB and the Contractor hereby certify that they are independent parties, acting as independent contractors and independent employers. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between KUB and the Contractor, and neither party shall have the authority to bind the other party in any respect. Contractor, nor any of its employees or subcontractors, shall be deemed to be agents or employees of KUB.

8.9 If one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

8.10 No delay or failure of KUB in exercising any right or power under this Agreement shall operate as a waiver of such right or power or prevent the future exercise of such right of power.

8.11 Nothing contained in this Agreement shall be construed as creating rights in third parties and the parties hereby express their intent that this Agreement is not intended to benefit in any manner third parties.

8.12 Headings provided in this Agreement are solely for the convenience of the parties and shall not in any manner affect the meaning or interpretation of this Agreement.

8.13 Nothing contained in this Agreement or in bond or in any certificate or policy of insurance or in any provision of indemnity shall be construed to constitute a waiver by KUB of any provision, substantive or procedural, of the Tennessee Governmental Tort Liability Act, as amended, or of any other provision of federal, state, or local law affording KUB protection from or limitation of tort or other liability.

8.14 Any KUB furnished records shall remain the sole property of KUB. Contractor shall not sale, loan or otherwise convey KUB records to any other party without the written permission of KUB. The Contractor shall provide all other materials and supplies necessary to perform the work, whether or not listed or described in the Agreement. Should it appear that the work intended, or any of the matters relative thereto are not sufficiently detailed or explained by the records furnished the Contractor, the Contractor shall request from KUB such further information as may be necessary and the Contractor shall conform to the same as a part of this Agreement. If additional information is available KUB will provide a copy of the information to the Contractor. No verbal consent, admission, condonation or inadvertent neglect on the part of KUB shall excuse the Contractor from performing its obligations as set forth in the Agreement. Oral instruction from employees of KUB contrary to a Work Order shall not be binding upon KUB. Upon termination of the Contract, the Contractor shall return the original set and all copies of records as were provided by KUB.

8.15 The Contractor agrees to maintain records to support all work performed and all items of work billed to KUB and shall retain such records for a period of three (3) years after work has been paid for by KUB. The Contractor shall keep such records at its corporate headquarters location. At the end of each one-year term of the Agreement and upon KUB request the Contractor shall deliver a copy of all records to KUB’s Representative.

8.16 The Contractor represents and warrants that it is familiar with and that it shall perform all Work in accordance with the applicable provisions of all federal, state, and local codes, rules, and regulations affecting and/or governing the Work including incidental requirements thereto and including but not limited to the Occupational Health and Safety Act which governs the health and safety of all Contractor personnel assigned to the Work. In the event of a conflict between said codes, regulations, and documents, the one requiring the highest level or quality of work shall control.

8.17 The Contractor shall, at its sole expense, obtain all business licenses and permits for the operation of its business under this Agreement. Prior to commencing any part of the Work requiring such licenses, the Contractor shall furnish satisfactory proof to KUB that such licenses have been obtained.

8.18 Each of the Contractor’s vehicles utilized in the performance of the Work shall be clearly identified with the Contractor’s name, address and phone number on each side.

8.19 The Contractor’s Proposal and all other documents as referenced herein or attached hereto describe additional requirements as agreed upon for the performance of the Work.

8.20 The Contractor shall provide and maintain continually on the Work during its progress and until its completion, adequate and competent supervision of all operations for and in connection with the Work being performed under this Agreement, either personally or by a duly authorized superintendent or other representative. The superintendent or other representative of the Contractor on the Work, and who has charge thereof, shall be fully authorized to act for the Contractor and to receive whatever orders as may be given for the proper prosecution of the Work, or notice in correction therewith. Orders may be given by KUB or KUB’s Representative to, and shall be received and obeyed by, the Contractor’s superintendent or foreman who may have charge of the particular part of the Work in reference to which such orders are given.

8.21 KUB represents and warrants to Contractor that KUB has obtained the legal right for the Contractor to access all work sites.

8.22 Contractor personnel that may require access badges will be subject to background investigation at the sole discretion and expense of KUB. KUB does not guarantee that an access badge will be granted.

8.23 This Agreement shall be binding upon and shall inure to the benefit of KUB and Contractor and each of their respective successors and assigns.

8.24 This Agreement and any other writing specifically identified herein contain the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written, oral, or implied understandings, negotiations, commitments and writings between the parties on the subject matter of this Agreement. This Agreement may not be amended, modified, altered or changed in any respect whatsoever, except by further agreement in writing and duly executed by the parties to this Agreement.

8.25 Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement, and all provisions of this Agreement and the Contract Documents shall be construed in accordance with the fair meaning, and not strictly construed for or against either party.

8.26 Each of the parties to this Agreement hereby certifies to the other party or parties that, pursuant to Tennessee Code Annotated Section 12-4-119, such party is not currently and will not for the duration of this Agreement engage in a boycott of Israel. For purposes of this section, all definitions, terms, and meanings in Tennessee Code Annotated Section 12-4-119 shall be incorporated herein by reference to give full force and effect to the intent of the statute.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, as of the day and year first written in the first paragraph of this Agreement, each party hereto retaining an executed copy hereof.

CONTRACTOR:

By ______________________________________

Printed Name _____________________________

Attest: Title _____________________________________

Phone ___________________________________

Email ___________________________________

Knoxville Utilities Board:

By _______________________________________

End of Agreement

Services Agreement - 12 Revised 4/17/2025