9.15.26_IFB-SN-2027-01_Warehouse_Freezer_Purchase_and_Installation.pdf

Murfreesboro City Schools

Nutrition Program Invitation for Bid (IFB) and

Contract for IFB Number: SN-2027-01

Purchase, Delivery, and Installation of an Indoor Walk-In Freezer System

Bid Issue Date September 15, 2026 Final Date for Written

Questions October 5, 2026

Bid Due Date and Time October 20, 2026, at 12:00 p.m., Central Time Bid Due To Bids must be submitted electronically through the City of

Murfreesboro OpenGov Procurement Portal at https://procurement.opengov.com/portal/murfreesborotn

Bid Opening Date and Time October 20, 2026, at 2:00 p.m., Central Time Bid Opening Location Online via Zoom

Instructions for accessing the public bid opening will be posted on the IFB project page in the City of Murfreesboro OpenGov Procurement Portal before the scheduled bid opening.

In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.

Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the State or local Agency that administers the program or contact USDA through the Telecommunications Relay Service at 711 (voice and TTY).

Additionally, program information may be made available in languages other than English.

To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD- 3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S.

Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Mail Stop 9410, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) e-mail: program.intake@usda.gov.

Murfreesboro City Schools is an equal opportunity provider and employer.

https://procurement.opengov.com/portal/murfreesborotn https://www.usda.gov/oascr/how-to-file-a-program-discrimination-complaint mailto:program.intake@usda.gov

BID SECTIONS

Section 1: IFB Definitions Section 2: Notice and Instructions to Bidders Section 3: General Conditions Section 4: Scope of Work and Technical Specifications IFB Attachment 1: Detailed Equipment and Installation Specifications Section 5: Template Contract Section 6: Required Forms for IFB Response

SECTION 1: DEFINITIONS

For the purposes of this Invitation for Bid (IFB), the following terms are defined as:

1. Addendum: a change, addition, alteration, correction, or revision to a bid or contract document.

2. Bidder: Any individual, firm, or entity submitting a response to this IFB pursuant to the requirements herein.

3. Contract: The written agreement entered into between the awarded Bidder and the SFA, outlining the terms and conditions under which the goods or services will be provided, and any incorporated addenda or attachments.

4. School food authority (SFA) shall refer to Murfreesboro City Schools.

5. Supplier: the bidder whose response to this IFB is selected for contract award based on compliance with the IFB requirements and pricing.

6. Work: all equipment, materials, delivery, labor, installation, testing, startup, cleanup, documentation and related services required by the Contract.

SECTION 2: NOTICE AND INSTRUCTIONS TO BIDDERS

Murfreesboro City Schools will receive online bids for furnishing and installing one indoor walk-in freezer, two redundant remote refrigeration systems, and associated freezer dunnage racks at the Murfreesboro City Schools warehouse located at 910 Ridgley Road, Murfreesboro, Tennessee 37127. The Work must comply with this IFB, the technical specifications, and all addenda.

Bids shall remain valid and may not be withdrawn for ninety (90) days after bid opening or until the Contract is awarded, whichever occurs first. Results of the Board’s award decision will be posted on the District website, cityschools.net, following the Board meeting.

A pre-bid meeting will not be held. A prospective bidder may request access to inspect the installation location by contacting Jaclyn Saunders at Jaclyn.Saunders@cityschools.net. The successful bidder must field-verify all dimensions, access paths, utilities, disconnects, and site conditions before fabrication or ordering.

Bids must be submitted electronically through the City of Murfreesboro OpenGov Procurement Portal at https://procurement.opengov.com/portal/murfreesborotn and must be received by the portal no later than the bid due date and time shown on the cover. The portal timestamp controls.

Bids submitted by e-mail, facsimile, mail, courier, hand delivery, or any other method will not be accepted.

https://procurement.opengov.com/portal/murfreesborotn

Each bidder is responsible for registering for portal access, allowing sufficient time to upload all required files, confirming that every upload is complete and readable, and completing the portal submission process before the deadline. A bid saved as a draft, left incomplete, or delayed by the bidder’s equipment, internet connection, registration, or upload process is not considered received.

Bidders should retain the portal’s submission confirmation for their records.

Questions must be submitted by e-mail to MCS Purchasing Agent, Laurel Sanders, at laurel.sanders@cityschools.net by the deadline on the cover sheet. Only written addenda issued by the SFA may modify this solicitation.

The SFA will issue clarifications by addendum. Bidders must acknowledge every addendum on the Bid Form. If an addendum is necessary within seven (7) business days of bid opening, the SFA may extend the opening date.

If a change in applicable law materially affects this Solicitation before the bid deadline, the SFA may revise the Solicitation by addendum and may extend the bid deadline. If a material change occurs after bid opening but before award, the SFA may reject all bids and resolicit when necessary.

After award, any modification required by a change in law must be made through a written amendment executed in accordance with the Contract.

SECTION 3: GENERAL CONDITIONS

1. Bidders must submit the bid through the OpenGov Procurement Portal on the forms provided. The online submission must include every required signature, certification, attachment, and product-information item. Bids submitted after the date and time specified will not be considered.

2. The SFA may reject any or all bids for sound documented reasons, waive immaterial informalities when lawful, and investigate a bidder’s ability to perform.

3. A bidder may withdraw, revise, and resubmit its bid through the OpenGov Procurement Portal before the bid deadline. After the deadline, a bid may not be withdrawn or materially modified except as permitted by applicable law. The SFA may request clarification of an ambiguity or immaterial omission, but a clarification may not change the bid price or cure a material deficiency.

4. The SFA’s officers, employees, or agents shall neither solicit nor accept gratuities, favors, nor anything of monetary value from contractor nor potential contractors in connection with this bid.

5. Submission confirms that the bidder has reviewed the solicitation, inspected relevant site conditions, and included all costs necessary for complete performance.

6. All bids shall remain valid and subject to acceptance for a period of ninety (90) days after the bid opening date or until awarded, whichever comes first. Award of the contract shall be made to the lowest responsive, responsible bidder as determined by the SFA, based on the criteria and specifications outlined in the IFB and further set forth in the Contract.

7. If a prospective Supplier does not agree with the bid award, they have the right to protest.

Disputes arising from the award of this bid must be submitted in writing to Daniel Owens, who shall act as the hearing official for the protest, no later than seven (7) calendar days after the published award. The hearing official will disclose the dispute to the Tennessee Department of Education, Office of School Nutrition. The steps for dispute resolution are as follows:

a. A meeting with the hearing official and representatives from the disputing party to discuss and resolve the complaint.

b. A written decision letter stating the reasons for the decision will be prepared by the hearing official and submitted in writing to the protestor and all parties involved.

This decision letter will be mailed to the protestor and will advise the protestor that he has a right to an additional review.

c. All employees will be notified that they cannot purchase under this procurement until a final decision is rendered.

d. In the event that purchases must be made for school meals before a final decision is rendered, the emergency purchase procedures established by the SFA will be used.

8. The SFA prohibits real or apparent conflicts of interest for employees engaged in selection, award, and administration of contracts for goods or services.

9. No bid will be accepted from, or contract awarded to, any person, firm, or corporation that is in arrears or is in default to the SFA upon any debt or contract, or is a defaulter, as surety or otherwise, upon any obligation to said SFA, or has failed to perform faithfully any previous contract with the SFA.

10. All completed bids and supporting documentation submitted shall be the property of the

SFA.

11. Bids and supporting materials are subject to the Tennessee Public Records Act. The SFA will maintain procurement records in accordance with applicable law. A bidder claiming that particular information is confidential must clearly identify the information and state the legal basis for withholding it. Marking an entire bid confidential is not acceptable. The SFA does not guarantee that information identified by a bidder will be exempt from disclosure.

12. The Supplier shall be an independent contractor and not an employee of the SFA. The employees of the Supplier shall be considered solely employees of the Supplier and shall not be considered employees or agents of the SFA in any fashion. Nothing in this IFB or contract is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. Supplier is solely responsible for, and will file all tax returns required to be filed with, and make all tax and other payments required to be made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this IFB. Nothing in this IFB is intended or shall be construed to permit or authorize either party to incur, or represent that it has the power to incur, any obligation or liability on behalf of the other party.

13. Manufacturer and model numbers, if identified, are provided solely as nonexclusive references to illustrate the general configuration and performance expected by Murfreesboro City Schools. They are not intended to restrict competition, establish a required manufacturer or model, or create a preference in the evaluation of bids. Bidders may offer equipment manufactured by any qualified manufacturer without obtaining advance approval, provided the offered equipment satisfies all functional, performance, dimensional, capacity, sanitation, safety, warranty, installation, service, and maintenance requirements stated in this IFB.

a. Each bidder shall identify the manufacturer and model offered and submit complete product literature, technical specifications, dimensional drawings, utility requirements, certified performance data, and warranty information. The bidder must clearly disclose every deviation or exception. Failure to identify a deviation will constitute the bidder’s representation that the offered equipment fully complies with the IFB.

b. SFA will determine whether the offered equipment meets its stated requirements.

After award, the successful bidder may not substitute a manufacturer, model, component, material, or refrigerant without the District’s prior written approval.

Any approved post-award substitution must provide equal or better performance, must not increase the contract price or delay performance, and must include all resulting installation modifications at the successful bidder’s expense.

c. The SFA will not accept remanufactured or refurbished equipment for this bid. The desired equipment must meet or exceed the specifications of the models included in the detailed specifications which have been provided as a reference.

14. Federal Funding. This procurement and the resulting Contract will be paid in whole or in part with federal funds. Accordingly, bidders and the successful Contractor must comply with the applicable federal requirements set forth in Section 5 and submit all required federal certifications identified in Section 6.

SECTION 4: SCOPE OF WORK AND TECHNICAL SPECIFICATIONS

1. Project Scope: The purpose of this IFB is to purchase one complete, prefabricated indoor walk-in freezer system, including two redundant remote refrigeration systems and the dunnage racks identified in IFB Attachment 1. The purchase includes delivery, unloading, assembly, placement, final connection to utilities and disconnects provided by Murfreesboro City Schools, startup, testing, training, cleanup, and warranty service.

a. The principal purpose of the Contract is the acquisition of equipment. Installation services are incidental to the purchase and are required to provide the SFA with a complete and operational system. The Supplier is not responsible for general construction, structural modifications, site preparation, installation of upstream electrical service, or construction of the exterior equipment pad, except as expressly stated in IFB Attachment 1.

b. The system shall include two complete and independent remote refrigeration systems providing 100 percent redundancy, together with the dunnage racks and all accessories identified in IFB Attachment 1.

c. The Work shall be provided on a complete turnkey basis. The Total Base Bid must include all equipment, materials, freight, delivery, unloading, handling, labor, supervision, permits, installation, refrigeration work, final electrical and plumbing connections, controls, refrigerant, startup, testing, training, cleanup, closeout documentation, and warranty service necessary to provide a complete and operational system, except for the responsibilities expressly assigned to Murfreesboro City Schools in IFB Attachment 1.

d. Any structural modification, new electrical distribution, concrete work, excavation, or other facility improvement not expressly included in IFB Attachment 1 is outside the Supplier’s scope. The Supplier must notify the SFA before performing any work that it believes exceeds the specified equipment-installation services. No additional work may be performed without prior written authorization from the SFA.

2. Incorporated Technical Specifications: The detailed equipment, dimensional, quantity, warranty, and installation requirements are contained in IFB Attachment 1.

a. IFB Attachment 1 establishes the minimum technical requirements for the Work.

The Supplier is responsible for providing a complete system even if an incidental component, connection, accessory, or service necessary for proper installation and operation is not separately identified.

b. A bidder that identifies an apparent conflict, omission, or ambiguity between IFB Attachment 1 and another part of the IFB must request clarification before the deadline for written questions. The bidder may not rely upon an apparent conflict or omission to exclude work reasonably necessary for a complete installation.

3. Required Performance: The completed freezer system must satisfy the following performance requirements:

a. Maintain a freezer temperature of -10°F under an outdoor ambient design temperature of 95°F.

b. Include two complete and independent refrigeration systems. Each system must be capable of maintaining the required freezer temperature under the specified design conditions while the other system is out of service.

c. Provide independent refrigeration components, controls, refrigerant piping, protection devices, and final electrical connections to the separate disconnects furnished by Murfreesboro City Schools for each refrigeration system. A failure of a shared display, communications device, or control component may not disable both systems.

d. Provide automatic controls and alarms sufficient to notify the SFA of a failure of either refrigeration system or a temperature outside the established range.

e. Comply with all applicable building, electrical, mechanical, plumbing, refrigeration, sanitation, safety, and environmental requirements.

f. Consist entirely of new equipment and materials. Remanufactured, refurbished, or previously used equipment will not be accepted.

4. Basis-of-Design and Equivalent Equipment: Manufacturer and model references in IFB Attachment 1 identify the basis of design and the minimum level of quality, configuration, performance, capacity, and compatibility required. These references are not intended to restrict competition to a particular manufacturer.

a. After award, the Supplier may not substitute a manufacturer, model, component, material, or refrigerant without the SFA’s prior written approval.

b. An approved post-award substitution must provide equal or better performance, may not increase the Contract price or delay performance, and must include all resulting modifications at the Supplier’s expense.

5. Project Coordination and Turnkey Services

a. The Supplier shall serve as the single point of responsibility for the Work and shall:

i. Assign a project manager to coordinate scheduling, site access, delivery, installation trades, inspections, startup, training, closeout, and warranty service;

ii. Conduct a pre-installation site-verification and coordination meeting before fabrication or ordering;

iii. Verify all dimensions, access paths, floor and pad conditions, utilities, disconnects, service clearances, drain routing, equipment locations, and manufacturer requirements;

iv. Notify the SFA promptly in writing of any condition that is inconsistent with the Contract documents or that requires action by the SFA;

v. Coordinate freight, unloading, inside delivery, rigging, installation, and all refrigeration, electrical, plumbing, controls, and related work without requiring SFA labor or equipment;

vi. Protect the building and existing improvements and repair damage caused by the Supplier or its subcontractors at no additional cost to the SFA;

vii. Remove all crates, pallets, packaging, protective materials, debris, and surplus materials from the premises;

viii. Clean and sanitize the freezer interior and dunnage racks and leave the Work ready for immediate use.

6. Startup, Testing, and Final Acceptance

a. The Supplier shall start, test, and commission the completed system in accordance with the manufacturers’ instructions and the Contract documents.

b. Before final acceptance, the Supplier shall:

i. Test each refrigeration system independently while the other system is disabled.

ii. Demonstrate that each refrigeration system can maintain the required freezer temperature.

iii. Demonstrate the operation of the automatic controls, alarms, defrost systems, fan-delay controls, lighting, door hardware, door-frame heaters, pressure-relief vent, drain heaters, and drainage.

iv. Verify that all electrical, refrigeration, plumbing, and control connections are complete, labeled, and operating properly.

v. Complete all required inspections and correct all punch-list items

vi. Provide operational and basic maintenance training for designated SFA personnel

vii. Deliver operating and maintenance manuals, wiring diagrams, startup and testing reports, warranty documents, and a schedule identifying all manufacturers, model numbers, serial numbers, and warranty periods.

viii. Final acceptance will occur only upon written confirmation by the SFA that the Work has been completed in accordance with the Contract documents.

Delivery, installation, startup, use, or payment does not, by itself, constitute final acceptance.

7. Warranty Administration and Service

a. The minimum equipment and installation warranties stated in IFB Attachment 1 are incorporated into the Contract. The Supplier shall administer all manufacturer warranties and serve as the SFA’s single contact for warranty service.

b. The Supplier must acknowledge a warranty-service request within four hours and provide onsite service by a qualified technician within 24 hours after notification.

c. The Supplier must diagnose the condition promptly and restore the equipment to proper operation within 48 hours after notification whenever commercially available parts permit. If permanent repair cannot be completed within 48 hours because a required part is unavailable, the Supplier must:

i. Provide a written repair plan and estimated completion date.

ii. Expedite the required parts.

iii. Implement a reasonable temporary solution when necessary to protect stored food and maintain freezer operations.

d. All covered warranty service, including labor, travel, diagnostic charges, refrigerant, shipping, and replacement parts, must be provided at no additional cost to the SFA.

e. Routine or preventive maintenance is not included in the Work. This exclusion does not limit the Supplier’s warranty obligations or responsibility to correct defective or nonconforming Work.

SECTION 5: TEMPLATE CONTRACT

The Template Contract contained in this Section is a material part of the IFB and establishes the terms and conditions that will govern the resulting Contract. By submitting a bid, the bidder acknowledges that it has reviewed and accepts all terms of the Template Contract and agrees, if awarded the Contract, to execute an agreement substantially in the form provided.

Any requested exception or proposed modification must be clearly identified in the bidder’s response. Failure to identify an exception constitutes acceptance of the applicable term. An exception that materially alters the requirements of the IFB, limits the bidder’s obligations, or provides the bidder with a competitive advantage may cause the bid to be deemed nonresponsive.

The bidder’s standard terms, conditions, quotations, order forms, or other documents do not modify or supplement the Contract unless expressly accepted by the District in a written agreement signed by an authorized District representative.

AGREEMENT FOR PURCHASE, DELIVERY, AND INSTALLATION OF AN

INDOOR WALK-IN FREEZER SYSTEM

This Agreement (“Agreement”) is entered into and effective as of ________________ (the “Effective Date”) by and between Murfreesboro City Schools, a municipal school system of the State of Tennessee (the "District"), and __________________________ (“Contractor”). For purposes of this Agreement, the “Solicitation” means Invitation for Bid No. SN-2027-01, including all sections, required forms, and incorporated attachments, including IFB Attachment 1. The “Contract Documents” consist of this Agreement, the Solicitation, all addenda issued before bid opening, the Contractor’s completed Bid Form and Price Schedule, those portions of the Contractor’s bid accepted by the District, and all properly executed amendments and change orders. In the event of a conflict, the Contract Documents control in the following order:

A. Properly executed amendments and change orders, with the most recent controlling;

B. This Agreement;

C. Addenda to the Solicitation, with the most recent controlling;

D. The Solicitation;

E. The Contractor’s completed Bid Form and Price Schedule;

F. The remainder of the Contractor’s bid, but only to the extent accepted by the District and not inconsistent with the foregoing documents.

A. Duties and Responsibilities of Contractor.

1. Scope of Work. Contractor shall furnish all Goods and perform all Services necessary to deliver a complete, turnkey indoor walk-in freezer system, installed indoors at the 910 Ridgley Road Warehouse location, including:

a. A walk-in insulated enclosure with doors, floors, and accessories;

b. One hundred percent (100%) redundant refrigeration capable of maintaining specified temperatures upon failure or maintenance of a primary unit;

c. Associated NSF-compliant dunnage racks; and

d. all ancillary components, controls, monitoring, electrical, condensate management, penetrations, sealants, supports, and any other items required for a fully functional system meeting the performance criteria set forth in the Solicitation and this Agreement.

2. Turnkey Services included in the Base Price include project coordination, field verification and measurements, submittals, delivery, freight, and handling, rigging and placement, installation and anchorage, electrical/mechanical final connections, startup and commissioning, testing and performance verification, owner training, cleaning and debris removal, closeout documentation (including as-built diagrams, O&M manuals, and warranties), and warranty service.

3. Performance Requirements. The installed system must satisfy the performance requirements stated in Section 4 of the Solicitation and IFB Attachment 1. Each refrigeration system must be capable of independently maintaining a freezer temperature of -10°F under an outdoor ambient design temperature of 95°F while the other refrigeration system is unavailable. The completed system must include the controls, alarms, electrical connections, defrost components, drainage, and other features required by the Contract Documents.

4. Owner Training. Contractor shall provide owner training covering system operation, safety, daily/weekly maintenance, alarms, redundancy switchover, and basic troubleshooting, and shall furnish written O&M and training materials.

5. Supervision of Installation.

a. Contractor will supervise and direct the installation efficiently and with Contractor’s best skill and attention. Contractor will be solely responsible for the means, methods, techniques, sequences, and procedures of installation. Contractor will be responsible to see that the finished work complies accurately with the Contract documents.

b. Contractor will keep on the work site at all times during work progress a competent onsite installation supervisor. The supervisor will be Contractor’s representative at the site and shall have authority to act on behalf of Contractor. All communications given to the supervisor shall be as binding as if given to Contractor.

6. Labor, Materials, and Equipment.

a. Contractor will furnish all materials, equipment, labor, transportation, installation equipment and machinery, tools, appliances, fuel, and all other incidentals necessary for the execution, testing, initial operation, and completion of the work.

b. Contractor will perform the Services using personnel with the requisite skill, experience, and qualifications to complete the tasks set forth in the Scope of Work efficiently and in a professional and skillful manner in accordance with generally accepted industry standards for similar services. The Contractor will at all times maintain good discipline and order at the site.

c. The Goods identified in the Scope of Work will be new, except as otherwise provided in the Contract documents. If required by the District, Contractor will furnish satisfactory evidence as to the kind and quality of materials and equipment.

d. The Goods identified in the Scope of Work shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator or processors, except as otherwise provided in the Contract documents.

7. Warranty and Guarantee.

a. Contractor warrants that the Goods purchased by the District from Contractor pursuant to this Agreement will conform to the specifications set forth in the Scope of Work; that title to the Goods will pass to the District free of and clear of all liens, claims, security interests, or other encumbrances no later than the time of the District’s payment for the Goods; and that the Goods do not infringe or misappropriate any third party’s patent or other intellectual property rights.

b. Contractor shall provide and administer all manufacturer and installation warranties required by Section 4 of the Solicitation and IFB Attachment 1. Contractor assigns to the District all rights and benefits under applicable manufacturer warranties and shall assist the District in making and resolving warranty claims.

c. Contractor warrants its installation workmanship for at least one year after final written acceptance or for any longer period offered in Contractor’s bid.

d. The Contractor agrees that all warranties in the Contract documents shall survive acceptance of, delivery of, and payment for, the goods, whether any defects shall be latent or patent, and agrees to indemnify and hold the District harmless from any loss, damage, or other expense, including attorneys’ fees, that the District may suffer as a result of the failure of the Goods or workmanship to be as warranted.

e. The warranties set forth in this section are cumulative and shall not exclude or affect the operation of any other warranty or guaranty provided by law or any greater warranty included in Contractor’s Bid Response.

f. Contractor shall respond to and correct warranty claims in accordance with Section 4 of the Solicitation. These response and restoration requirements control over any less protective service period contained in the Contractor’s standard warranty documents.

8. Subcontractors.

a. Contractor will not employ any subcontractor to perform any of the work required under the Contract documents without first obtaining the written approval of the District’s designated representative to employ the subcontractor.

b. Contractor will be fully responsible for all acts and omissions of any subcontractor and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that Contractor is responsible for the acts and omissions of persons directly employed by Contractor. Nothing in the Contract documents shall create any contractual relationships between any subcontractor and the District or any obligation on the part of the District to pay or to see to the payment of any moneys due any subcontractor, except as may otherwise be required by law.

c. Contractor agrees to bind specifically every subcontractor to the applicable terms and conditions of the Contract documents for the benefit of the District.

d. All work performed for Contractor by a subcontractor shall be pursuant to an appropriate written agreement between Contractor and the subcontractor.

9. Use of Premises.

a. Contractor will confine Contractor’s equipment, the storage of materials and equipment and the operations of Contractor’s workers to areas permitted by law, ordinances, permits, or the requirements of the Contract documents, and shall not unreasonably encumber the premises with materials or equipment.

b. Contractor will not load nor permit any part of the structure to be loaded with weights that will endanger the structure, nor will Contractor subject any part of the work to stresses or pressures that will endanger it.

10. Safety and Protection.

a. Contractor will be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work. Contractor will take all necessary precautions for the safety of, and will provide the necessary protection to prevent damage, injury or loss to:

i. All employees on the work and other persons who may be affected thereby,

ii. All the work and all materials or equipment to be incorporated there, whether in storage on or off the site, and

iii. Other property at the site or adjacent property, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of installation.

iv. Contractor will comply with all applicable laws, ordinances, rules, regulations and order of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss.

v. Contractor will erect and maintain, as required by the conditions and progress of the work, all necessary safeguards for safety and protection.

vi. Contractor will notify the District of adjacent utilities when performance of installation may affect them. All damage, injury, or loss to any property referred to in subparagraph (ii) or (iii) of this section caused directly or indirectly, in whole or in part, by Contractor, any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, will be remedied by Contractor; except damage or loss attributable to the fault of drawings or specifications or to the acts or omissions of the District or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor.

b. Contractor will designate a responsible member of Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be Contractor’s onsite installation supervisor unless otherwise designated in writing by Contractor to the District.

11. Emergencies. In emergencies affecting the safety of persons or the work or property at the site or adjacent property, Contractor, without special instruction or authorization from the District, is obligated to act, at Contractor’s discretion, to prevent threatened damage, injury or loss.

12. Clean Up. Contractor will keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the work, and at the completion of the work Contractor will remove all waste materials, rubbish and debris from and about the premises as well as all tools, equipment and machinery, and surplus materials, and will leave the site clean and ready for use by the District. Contractor will restore to their original condition those portions of the site not designated for alteration by the Contract documents.

13. Access to the Work. Representatives of the District will at all times have access to the work. Contractor will provide proper facilities for such access and observation of the work and also for any inspection or testing by others.

14. Contractor’s Continuing Obligation. Contractor’s obligation to perform the work and complete the Project in accordance with the Contract documents shall be absolute.

Neither any payment by the District to Contractor under the Contract documents, nor any use or occupancy of the Project or any part by the District, nor any act of acceptance by the District nor any failure to do so, nor any correction of defective work by the District shall constitute acceptance of work not in accordance with the Contract documents.

B. Term and Termination. The Agreement begins on the Effective Date and remains in effect through the District’s final written acceptance of the Goods and Services. Provisions concerning warranties, indemnification, record retention, and other obligations that expressly survive completion shall remain in effect according to their terms.

1. Scheduling. After award, the District and Contractor will coordinate the dates for ordering, delivery, installation, startup, testing, and training based on manufacturer lead times, site readiness, and the District’s operational needs.

Contractor shall not order equipment or begin onsite work until authorized by the District.

2. Termination for Convenience. The District may terminate the Agreement, in whole or in part, for its convenience by providing thirty (30) days’ written notice to Contractor. The District shall pay Contractor for conforming Goods and Services accepted through the effective date of termination and for reasonable, documented, noncancelable commitments approved by the District. Contractor is not entitled to anticipated profits or payment for Goods or Services not accepted by the District.

3. Termination for Cause. Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure the breach within fifteen

(15) days after receiving written notice describing the breach. The District may terminate the Agreement immediately if Contractor abandons performance, loses a required license, becomes debarred or ineligible to perform federally funded work, engages in fraud or misconduct, or creates an immediate threat to health, safety, or property.

4. Nonappropriation. If funding for the Agreement is withdrawn or reduced, the District may terminate the Agreement upon written notice to Contractor.

C. Price; Compensation; Method of Payment.

1. Contractor will be compensated upon the delivery and acceptance of the goods and services specified in Contractor’s bid submitted in response to IFB- SN-2027-01, which reflects a base price of ________($xxxx.xx) (“Base Price”). All prices are FOB Destination to the District’s designated site and include all charges to fulfill this contract, including freight, delivery, handling, insurance in transit, off-loading, and placement.

2. Any compensation due Contractor under the Agreement shall be made upon submittal of an invoice after performance of the portion of the services which each payment represents. The District agrees to pay Contractor after goods and/or services have been received, accepted, and properly invoiced as indicated in the Agreement and/or purchase order. The final payment shall be made only after Contractor has completely performed its duties under this Contract and the work has been accepted by the District and all work has been approved by an inspector from the School Nutrition Department, if applicable. Invoices must bear the purchase order number. Final payment shall not be made until after performance is complete. All invoices should be sent to:

Jaclyn.saunders@cityschools.net.

D. Federal Requirements. The requirements of this Section apply to the extent that federal funds are used to pay for the Goods or Services provided under this Agreement. Contractor shall comply with all applicable federal statutes, regulations, executive orders, and terms and conditions of the applicable federal award.

1. Remedies and Termination. Failure to comply with the Contract Documents constitutes a breach of the Agreement. In addition to any other remedy available under the Agreement or applicable law, the District may require corrective action, reject nonconforming Goods or Services, withhold payment, obtain substitute performance, recover its resulting costs and damages, or terminate the Agreement as provided in Section B. For purposes of Appendix II to 2 C.F.R. Part 200, Section B of this Agreement governs termination for cause and termination for the District’s convenience.

2. Debarment and Suspension. Contractor represents that neither Contractor nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in federally funded transactions by any federal agency. Contractor shall not enter into a subcontract or other covered transaction with a person or entity that is debarred, suspended, declared ineligible, or otherwise excluded from participation in federal programs. Contractor shall immediately notify the District in writing if Contractor or any of its principals becomes excluded or otherwise ineligible during the term of the Agreement. The District may verify eligibility through the System for Award Management. Contractor is not required to register in the System for Award Management unless registration is separately required by the applicable federal award or the District.

3. Byrd Anti-Lobbying Amendment. If the Contract amount exceeds $100,000, Contractor shall complete the certification required by the Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352. Contractor certifies that it has not used and will not use federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of a federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding, extension, continuation, renewal, amendment, or modification of a federal award. If Contractor uses nonfederal funds for lobbying in connection with a federal award, Contractor shall complete and submit Standard Form LLL, Disclosure of Lobbying Activities. Contractor shall include the substance of this requirement in all applicable subcontracts exceeding $100,000.

4. Procurement of Recovered Materials. When applicable, Contractor shall comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6962, and 2 C.F.R. § 200.323. For items designated in 40 C.F.R. Part 247, Contractor shall use products containing the highest percentage of recovered materials practicable while maintaining satisfactory competition and satisfying the performance requirements of the Contract Documents.

This requirement applies when the purchase price of the item exceeds $10,000 or when the value of the same type of item acquired during the preceding fiscal year exceeded $10,000. To the greatest extent practicable and consistent with law, Contractor should also use products and services that are reusable, recyclable, contain recycled or biobased content, conserve energy or water, or otherwise support sustainable procurement.

5. Domestic Preference for Procurements. To the greatest extent practicable and consistent with law, Contractor shall provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States, as provided in 2 C.F.R. § 200.322. This provision establishes a preference and does not prohibit the use of otherwise compliant goods, products, or materials produced outside the United States unless the Solicitation expressly states a mandatory domestic-content requirement. Contractor shall include this requirement in applicable subcontracts and purchase orders issued in connection with the federally funded portion of the Agreement.

6. Small, Minority, and Women-Owned Firms for Contracts Paid for with Federal Funds.

When selecting subcontractors or suppliers, Contractor shall take the affirmative steps required by 2 C.F.R. § 200.321 to ensure that small businesses, minority businesses, women’s business enterprises, veteran-owned businesses, and labor surplus area firms are considered when possible. These steps include:

a. Including qualified businesses on solicitation lists

b. Soliciting qualified businesses when they are eligible potential sources

c. Dividing subcontracting opportunities into smaller tasks or quantities when economically feasible

d. Establishing delivery schedules that encourage participation when appropriate

e. Using the services and assistance of the Small Business Administration, the

Minority Business Development Agency, and similar organizations when appropriate

Contractor shall apply these requirements to its subcontracting activities under the Agreement.

7. Prohibition on Certain Telecommunications and Video Surveillance Equipment.

Contractor shall not use federal funds to provide or obtain covered telecommunications equipment or services as a substantial or essential component of any system or as critical technology within a system, as prohibited by 2 C.F.R. § 200.216. Contractor shall notify the District immediately if Contractor identifies covered telecommunications or video surveillance equipment or services in any product, system, or service provided under the Agreement.

8. Federal Record Retention. Contractor shall retain all books, records, documents, and supporting materials directly related to the Agreement for five years after final payment and for any longer period required by 2 C.F.R. § 200.334, the applicable federal award, pending litigation, an audit, or a written notice from the District. During the required retention period, Contractor shall provide the District, the applicable pass-through entity, the federal awarding agency, the Comptroller General of the United States, and their authorized representatives reasonable access to records directly related to the Agreement for audit, examination, excerpt, and transcription purposes, as provided in 2 C.F.R. § 200.337.

9. Contract Work Hours and Safety Standards Act. If and to the extent applicable to this Agreement, Contractor and its subcontractors shall comply with the Contract Work Hours and Safety Standards Act, 40 U.S.C. §§ 3701-3708, and applicable implementing regulations. Contractor shall compensate covered laborers and mechanics at not less than one and one-half times their basic rate of pay for hours worked in excess of forty hours in a workweek and shall include this requirement in all applicable subcontracts.

10. Clean Air Act and Federal Water Pollution Control Act. If the Contract amount exceeds $150,000, Contractor shall comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act, 42 U.S.C. §§ 7401-7671q, and the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251-1387. Contractor shall report each violation to the District and understands that the District will report each violation as required to the applicable federal awarding agency and the appropriate regional office of the United States Environmental Protection Agency.

11. Subcontracts. Contractor shall include all applicable federal requirements in its subcontracts and purchase orders. Contractor is responsible for monitoring its subcontractors’ compliance with those requirements and remains responsible to the District for all performance under the Agreement.

E. General Terms and Conditions.

1. Insurance. Contractor must maintain commercial general liability insurance for bodily injury and property damage, automobile liability insurance, and workers’ compensation insurance as required by the State of Tennessee and as specified in Exhibit A hereto.

Contractor must name the District as an additional insured pursuant to the requirements of Exhibit A.

2. Indemnification.

a. Contractor must indemnify, defend, and hold harmless the District, its officers, agents and employees from any claims, penalties, damages, costs and attorney fees (“Expenses”) arising from injuries or damages resulting from, in part or in whole, the negligent or intentional acts or omissions of contractor, its officers, employees and/or agents, including its subcontractors or independent contractors, in connection with the performance of this Agreement, and, Expenses arising from any failure of Contractor, its officers, employees and/or agents, including its subcontractors or independent contractors, to observe applicable laws, including, but not limited to, labor laws and minimum wage laws.

b. Pursuant to Tennessee Attorney General Opinion 93-01, the District will not indemnify, defend or hold harmless in any fashion Contractor from any claims arising from any failure, regardless of any language in any attachment or other document that Contractor may provide.

3. Notices.

Notice of assignment of any rights to money due to Contractor under this Agreement must be mailed first class mail or hand delivered to the following:

Murfreesboro City Schools CONTRACTOR:

2552 South Church Street Murfreesboro, TN 37127

4. Modification. This Agreement may be modified only by written amendment executed by all parties and their signatories hereto.

5. Relationship of the Parties. Nothing herein may in any way be construed or intended to create a partnership or joint venture between the parties or to create the relationship of principal and agent between or among any of the parties. None of the parties hereto may hold itself out in a manner contrary to the terms of this paragraph. No party becomes liable for any representation, act, or omission of any other party contrary to this section.

6. Waiver. No waiver of any provision of this Agreement affects the right of any party thereafter to enforce such provision or to exercise any right or remedy available to it in the event of any other default.

7. Gratuities and Kickbacks. It is a breach of ethical standards for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therewith.