#3972 RFP.pdf

#3972 Stop Loss Insurance

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REQUEST FOR PROPOSAL

Title: Stop Loss Insurance

Description: The Knoxville Utilities Board (KUB) invites all interested, qualified Proposers to provide qualification information and pricing associated with the above-mentioned Proposal. KUB intends to evaluate all Proposals submitted and reserves the sole right to reject any or all Proposals and to enter into Agreements with one or more firms based on the results of its evaluations. Firms acknowledge that entering into an Agreement with KUB does not obligate KUB to purchase or enter into an Agreement with any Proposer.

RFP Control Number: 3972 Date Issued: October 14th, 2024

Response Due Date: October 30th, 2025 Time: 10:00 AM EDT

RFP Opening Teleconference: (213) 519-5893 Conference ID: 860 232 817#

KUB Contact: Tanner Hawkins Phone Number: 865-558-2105

Email Address: Tanner.Hawkins@kub.org

RFP Documents may be viewed at www.bidnetdirect.com Proposals may be submitted as indicated below.

Subject to the instructions, conditions, Specifications, Addenda, and any other elements of this Request for Proposal, including those incorporated by reference.

Submit Proposal responses to: www.bidnetdirect.com

-OR-

Physical Location Mailing Address Knoxville Utilities Board Knoxville Utilities Board Procurement Department Procurement Department **Bid Room** 4505 Middlebrook Pike 4505 Middlebrook Pike Knoxville, TN 37921-5599 Knoxville, TN 37921

If submitting via hard copy, each sealed container/box/envelope containing the Proposal must have the Cover Sheet securely attached thereto with all required information included. No Proposal will be opened unless the outside of the sealed package containing the Proposal provide this information. If submitting electronically via www.bidnetdirect.com include Cover Sheet as page one of the submission. Electronic submission is preferred.

mailto:Tanner.Hawkins@kub.org http://www.bidnetdirect.com/ http://www.periscopeholding.com/s2g

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REQUEST FOR PROPOSAL

TABLE OF CONTENTS

I. SCOPE AND TIMELINE ......................................................................................................................... pg. 2-3 II. PROPOSAL SUBMITTAL REQUIREMENTS ............................................................................................... pg. 3

III. PROPOSAL FUNCTIONAL REQUIREMENTS .......................................................................................... pg. 3-4 IV. PROPOSAL EVALUATION CRITERIA ........................................................................................................ pg. 4 V. PROPOSAL EVALUATION PROCEDURES .......................................................................................……..pg. 4-5

VI. FORMS TO BE SUBMITTED WITH PROPOSAL

Attachment A: Proposal Cover Sheet……………………………………………………………………………….……………pg. 6 Attachment B: Terms & Conditions and Exceptions…………………………………………………………………….pg. 7-13 Attachment C: References…………………………………………………………………………………………….………..… pg. 14 Attachment D: Contact Information………………………………………………………………………………………….…pg. 15 Attachment E: Price Sheet (Table or Description) ……………………………………………………………………... pg. 16 Attachment G: Vendor’s Proposal (in Functional Requirements)

OTHER ITEMS

Exhibit A: Sample Supply/Service Agreement…………………………………………………………………………….….pg. 17-26

I. SCOPE AND TIMELINE

A. Statement of Intent:

The Knoxville Utilities Board (KUB) operates under the Laws of the State of Tennessee and is an independent agency of the City of Knoxville. KUB provides electricity, fiber, gas, wastewater, and water services to more than 500,000 customers in Knoxville and parts of seven surrounding counties.

B. KUB values the safety and wellbeing of our customers and employees. KUB is committed to a safe work environment, to making adequate provisions for the safety and health of its employees at their place of employment, and to the safety and health of the customers KUB serves, as well as the general public.

KUB is also dedicated to operating in a responsible and efficient manner for the benefit of our customers and fellow employees. KUB intends to evaluate all Proposals submitted and reserves the sole right to reject any or all Proposals and reserves the sole right to enter into Agreements with one or more firms based on the results of the evaluations of Proposals. KUB reserves the right to award services separately or grouped together to different firms.

C. Scope of Services:

KUB’s goal is to offer a total benefits package that improves the quality of life for employees and retirees, offering financial security allowing KUB to attract and retain quality employees. KUB is seeking stop loss insurance for its medical plan. KUB currently employs approximately 1,256 employees. KUB values the safety and well-being of our employees and desires its benefit plan to assist in investing in a skilled, diverse workforce.

KUB asks that vendors who would like to submit a proposal contact Brennan Thomas by email Brennan.Thomas@wtwco.com. KUB will utilize Willis Towers Watson to verify the proposer is a verified mailto:Brennan.Thomas@wtwco.com

P a g e 3 | 27 insurance carrier, and then verified vendors will receive the necessary information to fulfill their proposals.

D. RFP Tentative Timeline:

The following is a list of key dates up to and including the date Proposals are evaluated, and a firm is selected:

1. RFP Issue Date October 14th, 2025

2. Cut off for Questions October 24th, 2025 @ 5:00 PM

3. Issue Addendum (if required) October 28th, 2025

4. RFP Responses Due Date October 30th, 2025 @ 10:00 AM

5. Proposal Evaluation, Interviews, Selection on or around November 14th, 2025

6. Selected firm(s) notified November 21st, 2025

7. Notice of Award on or before November 21st, 2025

8. Notice to Proceed on or before November 21st, 2025

II. PROPOSAL SUBMITTAL REQUIREMENTS

A. Proposer must meet the following requirements and the Proposer’s submittal must contain all of the required information.

B. Read the RFP in its entirety, including all attachments, forms, and Specifications.

C. Submit all questions via www.bidnetdirect.com or email to contact address noted on page 1 before the ‘Cut off for Questions’ deadline state in the tentative timeline of this RFP.

D. Organization and Contents of Proposal: Proposer shall submit the following information and arrange their Proposal in order as described below:

Attachment A: Proposal Cover Sheet……………………………………………………………………………….…1 Page Attachment B: Terms & Conditions and Exceptions……………………………………………………….….8 Pages Attachment C: References………………………………………………………………………………………………..1 Pages Attachment D: Contact Information……………………………………………………………………………………1 Page Attachment E: Price Sheet (Table or Description)………………………………………………………….……1 Page Attachment G: Vendor’s Proposal (in Functional Requirements) Exhibit A: Sample Supply/Service Agreement…………………………………………………….……..10 Pages

E. Submit a complete and detailed Proposal package including the Proposal Cover Sheet

III. PROPOSAL FUNCTIONAL REQUIREMENTS

A. Read the RFP in its entirety, including all attachments, forms, and specifications. Vendor must be pre-approved as a legitimate insurance carrier by Willis Towers Watson of Tennessee. To get this information from WTW, the vendor must contact Brennan Thomas (Brennan.Thomas@wtwco.com) by email.

http://www.periscopeholding.com/s2g mailto:Brennan.Thomas@wtwco.com

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B. Submit copy in a sealed packet by the closing date of 10:00 AM EDT, October 30th, 2025, or submit proposals via the BidNet platform available at www.bidsync.com. The proposer’s cover sheet shall be firmly attached to the outside of the envelope containing the proposal, with all required information included otherwise the proposal will not be opened and if opened by mistake will not be considered.

IV. PROPOSAL EVALUATION CRITERIA

D. The Proposal will be evaluated based on the following criteria in order of importance:

1. Price

2. Proposal Response

3. Experience and References

4. Exceptions to terms and conditions

V. PROPOSAL EVALUATION PROCEDURES

A. Evaluation Team: an evaluation team consisting of knowledgeable KUB representative will review and independently rate each firm’s Proposal. This team, at its sole discretion, will determine the best Proposal and Proposer from its evaluation.

B. Retention of Proposals: KUB reserves the right to retain all Proposal documents submitted and use any idea in a Proposal package regardless of whether that firm is selected.

C. Evaluation Criteria: Proposals will be evaluated on the criteria specifically detailed in Section VI of this document. Proposers shall be evaluated on completeness and content of information as it pertains to KUB’s interests and requirements. Proposer shall also be evaluated on the pricing of services/products based on the pricing of each of the line items and Proposer’s ability to supply the services/products indicated for each line item. In addition, Proposers shall be evaluated on any additional equipment or services not listed on the Pricing Sheet supplied by Proposer and of value to KUB.

D. Initial Screening: All Proposals will be screened for completeness. Any major deficiencies that might prevent further evaluation shall be identified. Respective Proposer(s) may be contacted concerning deficiencies or with questions or clarifications as determined by KUB.

E. Short Listing of Proposers: KUB, at its sole discretion, may short list the Proposals to several top contenders. The use or extent of this process is determined by the quality of the Proposals, number of Proposals received, and point spreads and differences in the preliminary numerical ranking.

F. Interviews/Presentations: During the evaluation process, the evaluation team may, at its discretion, request any of the Proposers to interview and present. Such interviews and presentations will provide Proposer an opportunity to answer any questions the evaluation team may have about the Proposal. In the event of an interview, the Proposer will be scheduled and an agenda for the interview will be transmitted to the Proposer so the Proposer may prepare accordingly. The evaluation team may, at its sole discretion, request any of the Proposers to make oral presentation. Such presentations will provide an opportunity to answer any questions the evaluation team may have about the Proposal.

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G. Final Selections: The selection, if any, of a Proposer will be determined on the basis of which Proposal(s) are in the best interest of KUB based on the factors described in this RFP. KUB reserves the right to reject any or all Proposals, to waive technicalities or informalities and to contract with any firm determined to be in the best interest of KUB. KUB will not be responsible for misinterpretations that are caused by failure of a Proposer to follow the indicated Proposal format or to give proper and specific references when citing referenced material. KUB reserves the right, in is discretion and without incurring any liability to any Proposer, to modify or terminate this RFP at any time prior to the execution of a definitive Agreement, and to accept or reject any Proposal for any reason.

H. Final Selections: Submission of a Proposal package indicates acceptance by the Proposer of the conditions contained in this RFP unless exceptions are clearly and specifically noted in the submittal.

KUB reserves the right to negotiate, as deemed necessary by KUB, a final scope of services and a final fee or schedule of fees for services or products with the Proposer whose submittal, including any post submittal interviews, demonstration and/or subsequent submittal, is evaluated to be most favorable to KUB, based on the evaluation criteria identified in the RFP. If such negotiations are unsuccessful, KUB reserves the right to negotiate, as deemed necessary by KUB, a final scope of services and a final fee or schedule of fees for services or products with the Proposer(s) whose submittal(s), including any post submittal interview, demonstration and/or subsequent submittal, is (are) evaluated to be the next most favorable to KUB based on the evaluation criteria identified in the RFP.

END OF DOCUMENT

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Attachment A

PROPOSAL COVER SHEET

This form shall be firmly attached to the outside of the container/box/envelope containing the Proposal with all required information included. Otherwise, the Proposal will not be opened, and if opened by mistake prior to the proper date and time, it will not be considered.

Knoxville Utilities Board, Knoxville Tennessee

PROJECT: Stop Loss Insurance

CONTROL NUMBER: 3972

Proposer Information. Proposer shall complete this cover sheet in full for Proposal to be considered.

PROPOSER’s COMPANY NAME: ____________________________________________________________

CONTACT NAME: ________________________________________________________________________

ADDRESS: ______________________________________________________________________________

CONTACT NUMBER: _____________________________________________________________________

EMAIL ADDRESS: ________________________________________________________________________

MBE (Minority Business Enterprise): _____ Yes _____ No WBE (Women Business Enterprise): _____ Yes _____ No *SBE (Small Business Enterprise): _____ Yes _____ No *50 or fewer employees and less than $10 million in annual revenue from the previous calendar year.

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Attachment B

TERMS AND CONDITIONS

I. RIGHT TO REJECT ☐ACCEPT ☐ REJECT

A. KUB reserves the right to reject any or all Proposals and to waive irregularities therein, and the Proposer hereby agrees that such rejection or waiver shall be without liability on the part of KUB for any damage or Claim brought by the Proposer because of such action, nor shall the Proposer seek any recourse of any kind against KUB because of such action. There is no obligation to buy. All Proposals submitted to KUB become the property of KUB upon submission and after the execution of a Contract become subject to Tennessee’s Public Records law, as codified in TCA §§10-7-101, et. seg.

II. AGREEMENT ☐ACCEPT ☐ REJECT

A. Each Successful Proposer will be required to sign an Agreement with KUB. The Agreement shall include:

any addendum, Unit Price Schedule, the Proposal including any supplements thereto, the RFP document, and any other KUB documents to include but not be limited to technical specifications, etc.

(hereinafter referred to collectively as Contract Documents). If the RFP and the Proposer’s response to this RFP is modified in negotiation between KUB and the Proposer, the modified Proposal shall be included in or as part of a successfully executed Agreement with KUB. In the event of a conflict between the documents, which together comprise the Agreement for the subject project, the one requiring the highest level of quality of Work shall control. The individual who signs the Agreement must be empowered to sign the Agreement, or if sent by email the name that appears on the Proposal response must be empowered to sign the Agreement.

B. KUB reserve the right to withdraw the RFP or condition the award on additional or different terms proposed to be included in such Contract, and KUB shall not incur any obligation to the Successful Proposer except as provided in the Agreement. To produce the Agreement, KUB reserves the right to provide its own draft terms or request draft terms from the Proposer.

III. DELIVERY ☐ACCEPT ☐ REJECT

A. Proposer agrees to use FOB Destination shipping and that goods, equipment, or services delivery fail in any respect to conform to the terms of this P.O. or are otherwise non-conforming, KUB may in its sole discretion (1) reject the whole or (2) accept the whole or (3) accept any part and reject the balance or

(4) cancel the order and order the equipment, goods, and/or services from another source and recover from the seller any additional costs incurred in ordering from another source and any other remedies under the Uniform Commercial Code codified at T.C.A. §§47-2-101 et. seq.

IV. CANCELATION ☐ACCEPT ☐ REJECT

A. KUB reserves the right to cancel the Agreement for the Work without cost or penalty to KUB, if, in KUB’s opinion, there is a failure at any time by the Proposer to adequately perform the Agreement, or if there is any attempt to willfully impose upon KUB workmanship which is, in the opinion of KUB, of an unacceptable quality or time requirements. Cancelation of the Agreement shall not impair nay rights or

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Claim to KUB to damage for the breach of any covenants of the Agreement by the Proposer or their Subcontractors.

V. ACCEPTANCE OF PROPOSAL ☐ACCEPT ☐ REJECT

A. The selection of a Proposer to which the Agreement will be awarded will be determined on the basis of which Proposal is in the best interest of KUB based on the factors described in the Proposal evaluation section of this RFP. KUB reserves the right to reject any or all Proposals, to waive technicalities or informalities and to accept any Proposal determined to be in the best interest of KUB. KUB will not be responsible for misinterpretations that are caused by failure of a Proposer to follow the RFP format or to give proper and specific references when citing referenced material. The selection criteria are described in the RFP. KUB reserves the right, in its discretion and without incurring any liability to any Proposers, to modify or terminate this RFP at any time prior to the execution of a definitive Agreement, and to accept or reject any Proposal for any reason.

B. Notification of Award or acceptance of a Proposal, in whole or in part, shall not restrict KUB’s discretion with regard to the terms of the definitive Agreement, shall not preclude KUB from terminating the RFP or withdrawing the RFP prior to execution of the Agreement, and shall not limit KUB’s right to consider and act on additional information that may come to its attention from any source.

VI. MINIMUM PERFORMANCE ☐ACCEPT ☐ REJECT

A. The service in accordance with this RFP and Agreement (including optional items selected by KUB) shall be fully in compliance with all federal, state, and local rules, Laws, and Regulations.

VII. GUARANTEE ☐ACCEPT ☐ REJECT

A. In submitting a Proposal, each Proposer certifies it is fully aware of the conditions of service and its offer will meet these requirements of service and purpose to the satisfaction of KUB. Proposer warrants and guarantees to KUB all services and products to be provided, and that Work and products will be of good quality, and in conformance with the Contract Documents. All Work not conforming to these standards may be considered defective by KUB and shall be reworked at the Proposer’s expense.

VIII. INSURANCE REQUIREMENTS ☐ACCEPT ☐ REJECT

A. Proposer’s Insurance: The Successful Proposer shall not commence any service in connection with the Agreement until it has obtained all of the following types of insurance as outlined in this section and such insurance has been approved by KUB. The Successful Proposer shall not allow any Subcontractor to commence service on their subcontract until all similar insurance required of the Subcontractor has been obtained and approved. All insurance policies shall be with insurers approved and admitted to conduct business in the State of Tennessee. KUB shall be furnished proof of coverage of insurance by certificate of insurance accompanying the Contract Documents and shall name KUB as additional insured as respects commercial general liability and business automobile liability. The Successful Proposer shall provide KUB a thirty (30) day cancelation notice in the event any insurance required by fair agreement is canceled.

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B. Employer’s Liability Insurance: The Successful Proposer shall secure and maintain during the term of the Agreement, Employer’s Liability Insurance with minimum limits of:

1. Bodily Injury each accident $1,000,000

2. Disease policy limit $1,000,000

C. Worker’s Compensation Insurance: The Successful Proposer shall secure and maintain during the term of the Agreement, Worker’s Compensation Insurance for all of their employees connected with the Work on this Project and, in case any work is sublet, shall require the Subcontractor similarly to provide Worker’s Compensation Insurance for all of the latter’s employees unless such employees are covered by the protection afforded by the Successful Proposer. Such insurance shall comply fully with Tennessee’s Worker Compensation Law. In case any class of employees engaged in hazardous work under this Contract at the Site of the project is not protected under the Worker’s Compensation Statute, the Successful Proposer shall provide, and cause each Subcontractor to provide, adequate insurance satisfactory to KUB, for protection of their employees not otherwise protected.

D. Commercial General Liability and Business Auto Liability: The Successful Proposer shall secure and maintain during the term of the Agreement, Comprehensive and General Liability and Comprehensive Automobile Liability Insurance which shall protect them from Claims for damage for personal injury, including accidental death, as well as Claims for property damages which may arise from operations under this Agreement whether such operation be by themselves or by anyone directly or indirectly employed by them. The amount of such insurance shall be minimum as follows:

1. General Liability

a. Per Occurrence Limit $1,000,000

b. Products/Completed Operations Aggregate Limit $2,000,000

c. Fire Damage Legal Liability $1,000,000

d. Medical Expense $5,000

2. Automobile Liability; Combined single limit $1,000,000

3. Uninsured/Underinsured Motorist $1,000,000

4. Umbrella Liability $3,000,000

E. All policies of insurance referred to herein shall be written on an occurrence basis unless otherwise agreed by KUB in writing.

IX. INDEMNIFICATION ☐ACCEPT ☐ REJECT

A. The Successful Proposer agrees to indemnify and hold harmless KUB, its agents or employee from and against all loss or expense (including cost and attorney’s fees) by reason of liability for damages because of bodily injury, including death, at any time resulting there from, sustained by any person or persons or damage to property, including loss of use thereof, arising out of or in consequences of the performance under the Agreement to be entered into whether such injuries to persons or damage to property is due or claimed to be done due to the negligence of the Proposer, his/her Subcontractor, KUB and their agents or employees, except only such injury or damage as shall have been occasioned by the sole negligence of KUB. Compliance with the foregoing requirements shall not relieve the Proposer of its liability and obligations under this section or under any portion of the Contract. Proposers regulated by

P a g e 10 | 27 the Tennessee Regulatory Authority or other regulatory authority are required to respond by stating what provisions of their tariff satisfy the requirements of this paragraph.

B. In no way does this indemnification constitute a waiver by KUB of the defenses and limitations of liability available to it under the Government Tort Liability Act as codified in TCA §§29-20-1-1 et seq.

X. NONDISCRIMINATION ☐ACCEPT ☐ REJECT

A. KUB is an equal opportunity employer and as such requires its suppliers not discriminate on the basis of race, color, sex, religion, or ethnic origin. Submitting a Proposal constitutes Proposer’s acknowledgment of this provision. KUB encourages the use of small business, minority, and women-owned business.

XI. TITLE VI ☐ACCEPT ☐ REJECT

A. Proposer agrees 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 nay program or activity for which KUB received Federal Financial Assistance. The Proposer 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 financial assistance.

XII. DAMAGES ☐ACCEPT ☐ REJECT

A. The Proposer will be responsible and liable for any damages to property of KUB or others caused by its employees, or subcontractors, and will replace and make good such damages to the satisfaction of KUB.

Repairs to inhabited building and structures will be performed within twenty-four (24) hours of notification form KUB or the property owner. If the Proposer fails to perform repairs in a timely manner, as determined by KUB, KUB will complete said repairs and subtract the cost of the repairs from the monies owed the Proposer.

XIII. CHOICE OF LAW ☐ACCEPT ☐ REJECT

A. This Proposal and any subsequent Agreement related to the award of his Proposal shall be governed by and construed with the Laws and Regulations of the State of Tennessee, cities, counties, townships, and other municipalities within the KUB service area.

XIV. STATUTORY DISQUALIFICATION ☐ACCEPT ☐ REJECT

A. By submitting a Proposal, the Proposer represents to the best of their knowledge that neither it nor any of its officers, directors, shareholders, members, or partners has been convicted or plead guilty or nolo contendere to any violation of the Sherman Anti-Trust Act, mail fraud, or other state, or federal criminal violation in connection with a Contract let by the State of Tennessee or any other state or any political subdivision of the State of Tennessee.

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B. Proposer and each person signing on behalf of Proposer certify, and in the case of a joint Proposal each party hereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that Proposer is not on the list created pursuant to Tennessee Code Annotated Section 12-12-106.

C. Proposer and each person signing on behalf of Proposer certifies that, pursuant to Tennessee Code Annotated Section 12-4-119, such party is not currently and will not for the duration of any Contract awarded based on the Proposal engage in a boycott of Israel. For purposes of this section, all definitions, terms, and meaning 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.

XV. CONFLICT OF INTEREST ☐ACCEPT ☐ REJECT

A. By submitting a Proposal, Proposer represents to the best of their knowledge that no commissioner or office of KUB, or other persons whose duty is to vote for, let out, oversee, or in any manner supervise any Work on any Contract for KUB has a “direct interest” in the Proposer or in the Work which is subject to this Proposal.

XVI. COPYRIGHT, TRADEMARK, SERVICE MARK, OR PATENT INFRINGEMENT ☐ACCEPT ☐

REJECT

A. Proposer shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against KUB to the extent that it is based on a Claim that products or services furnished infringe a copyright, trademark, service mark, or patent. Proposer shall further indemnify and hold harmless Kub against any award of damages and costs made against KUB by a final judgement or a court of last resort in any such suit.

B. If the products or services furnished under this Proposal or Agreement are likely to, or do become, the subject of such a Claim of infringement, then without diminishing Proposer’s obligation to satisfy the final award, Proposer may at its option and expense:

1. Procure for KUB the right to continue using the product or services.

2. Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to KUB, or they become non-infringing.

3. Remove the products or discontinue the services and cancel any future charges pertaining thereto.

4. Provided, however, that Proposer will not exercise options B.1. or B.2, are time practical.

XVII. PROPERTY OF KUB ☐ACCEPT ☐ REJECT

A. Any materials, including reports, computer programs, and other deliverables created under the Contract Documents are the sole property of KUB. The Successful Proposer is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Proposer shall not use or release these materials without prior written consent of KUB.

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XVIII. FORCE MAJEURE ☐ACCEPT ☐ REJECT

A. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, flood, earthquake, embargo, civil disturbance, acts of terrorism, governmental regulation, or causes of similar nature beyond its control.

XIX. POSSESSION OF WEAPONS ☐ACCEPT ☐ REJECT

A. All Proposer’s vendors, suppliers, and service providers and their employees, agents, or Subcontractors are prohibited from possessing any weapons on KUB property.

XX. SEARCH ☐ACCEPT ☐ REJECT

A. All persons, packages, and vehicles on KUB property are subject to being searched. Routine unannounced searches by KUB may be conducted. Refusal to submit to random searches will be grounds for removal from KUB property and prohibited access in the future. All vehicles leaving KUB facilities are subject to being searched.

XXI. TRAFFIC ☐ACCEPT ☐ REJECT

A. Traffic regulations are to be observed at all times, and proper traffic control procedures and local authority’s permits shall remain in place as needed during the course of Work.

XXII. SUBCONTRACTING ☐ACCEPT ☐ REJECT

A. Proposer may only use Subcontractors that have received prior written approval by KUB.

XXIII. ASSIGNMENT ☐ACCEPT ☐ REJECT

A. Proposer shall not assign its rights under any awarded Agreement without the prior written approval of

KUB.

XXIV. RELATIONSHIP OF PARTIES ☐ACCEPT ☐ REJECT

A. The Successful Proposer awarded the Agreement shall be an independent contractor. Neither party shall be deemed to be the employee or agent of the other party to the Agreement.

XXV. PAYMENT ☐ACCEPT ☐ REJECT

A. Upon receipt and acceptance of goods and services by KUB, the Proposer shall submit a complete and accurate invoice for payment form KUB within thirty (30) days. Payment terms for this Agreement will be NET 30 DAYS from the date of approval by KUB of the Proposer’s Application for Payment. KUB may request some invoices for certain work, such as work involving Claims, to be submitted within two (2) weeks of the work being completed. The Proposer is responsible for any and all tax liabilities, which may be imposed upon the Work, or any materials used therein under the sales or use tax laws of the

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State of Tennessee. It shall be the Proposer’s responsibility, to determine if taxes are due on the Work or materials installed under the Agreement.

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EXCEPTIONS TO TERMS AND CONDITIONS

The Proposer declares the following list states any and all variations from and exceptions to the requirements of the Terms and Conditions and that, otherwise, it is the intent of the Proposer the Work be performed in strict accordance with the Contract Documents. The Proposer acknowledges the listing of any exception, which is unacceptable to KUB, may have the effect of voiding the Proposal.

The Proposer hereby accepts the Terms and Conditions described herein except for the list of exceptions described immediately above.

Date: _____________________________________ Signed: __________________________________________

Title: ____________________________________________

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Attachment C

REFERENCE LISTING

List reference(s) that most closely reflect similar contracts within the past five (5) years. Copy this page to provide a separate “Reference Listing” for each Reference.

Name of Company, Utility, City, etc.

Address:

Contact Name: ________________________________ Title: __________________________________________

Phone: ______________________________________ Email: _________________________________________

Service Dates: __________________________________________________________________________________ Name of Company, Utility, City, etc.

Address:

Contact Name: ________________________________ Title: __________________________________________

Phone: ______________________________________ Email: _________________________________________

Service Dates: __________________________________________________________________________________ Name of Company, Utility, City, etc.

Address:

Contact Name: ________________________________ Title: __________________________________________

Phone: ______________________________________ Email: _________________________________________

Service Dates: __________________________________________________________________________________

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Attachment D

CONTACT INFORMATION

Company Name: ________________________________________________________________________________

Company Address: ______________________________________________________________________________

Contact Name: _________________________________________________________________________________

Title: _________________________________________________________________________________________

Phone: _____________________ Fax: ______________________ Mobile: ______________________

Email: __________________________________________________________

Contact Name: _________________________________________________________________________________

Title: _________________________________________________________________________________________

Phone: ______________________ Fax: _____________________ Mobile: ______________________

Email: __________________________________________________________

Contact Name: _________________________________________________________________________________

Title: _________________________________________________________________________________________

Phone: ______________________ Fax: ______________________ Mobile: ______________________

Email: __________________________________________________________

Contact Name: _________________________________________________________________________________

Title: _________________________________________________________________________________________

Phone: ______________________ Fax: ______________________ Mobile: ______________________

Email: __________________________________________________________

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Attachment E

PRICING SHEET

[Insert price breakdown descriptions]

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Exhibit A

SAMPLE

SERVICE AGREEMENT

#3972 STOP LOSS INSURANCE

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 bids for Stop Loss Insurance, Control Number 3972 as called for in said bid; and

WHEREAS, under the bid, Contractor, submitted an original, qualified bid dated __________________, 2025, (the “Bid”) that is the most responsive and best conforms to the specifications and needs of KUB, and such Bid has been accepted by KUB for the performance of Stop Loss Insurance, Control Number 3972 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 Bid.

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 bid 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, P a g e 19 | 27 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 January, 1st, 2026.

2.2 The term of this Agreement shall be until December, 31st, 2026.

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.

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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 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.

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

Knoxville Utilities Board Accounts Payable P.O. Box 51326 Knoxville, Tennessee 37950-1326

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 http://www.bls.gov/ mailto:accountspayable@kub.org

P a g e 21 | 27 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.

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:

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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.

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6.0 WARRANTY AND DAMAGES

6.1 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.

6.2 Contractor will…