Final_Combined_RFP_AV_102824.pdf

Town of Farragut

Request for Proposals #2025-09

For

Audio/Visual Upgrades for City Hall

All Proposals Must be Submitted To:

Farragut Community Center

239 Jamestowne Blvd

Farragut, TN 37934

Deadline for Proposal Submissions: Date: November 25th, 2024, Time: 2:00 PM

PLEASE COMPLETE AND SUBMIT THIS FORM WITH YOUR BID

Company Name DBA, If Applicable

Street Address Phone Number

City, State, Zip Code Email Address

FEIN:

Are quotes firm for 120 days? Yes__ No__ Other_____

List of Deviations (if any) attached? Yes__ No__ Other_____

If submitting a “No Proposal” state reason ___________________________________

Authorized Signature Title (Printed)

Name (Printed) Date

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 1 of 48

Table of Contents

1. RFP Overview

1.1. Purpose 3

1.2. Background 3

1.3. Procurement Schedule 3

1.4. Project Objectives 4

1.5. Communications 4

1.6. RFP Amendments and Cancellation 5

1.7. Proposal Submittal 5

2. Scope

2.1. Scope of Work 7

3. Proposal Format

3.1. Submittal Instructions 14

4. Evaluation Procedure

4.1. Selection and Award Process 15

4.2. Scoring 16

4.3 Post Bid/RFP Information 17

5. Town of Farragut General Terms and Conditions 18

6. Sample Contract 25

7. Attachments

A. American Rescue Plan Act (ARPA) Contract Addendum 31

B. Drug Free Workplace Affidavit 46

C. Non-Collusion Affidavit 47

D. Addenda Acknowledgement and Bid Certification 48

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 2 of 48

1. RFP Overview

1.1 Purpose

The Town of Farragut is in the process of renovating its Town Hall. The interior of the building is being modernized to meet the growing needs of the Town. The

Audio/Visual equipment needs to help us redevelop our process of broadcasting our

Town meetings, as well as setting up our conference/training rooms to help us with future instruction/educational needs. The Town is also seeking ongoing on-call services after the warranty period of the installation.

1.2 Background

The Town of Farragut is located in Knox County in the State of Tennessee. The

Town was incorporated in 1980. The town’s population was 23,506 at the 2020 census. The Town is governed by the Board of Mayor and Alderman. Currently there are 71 employees, with an anticipation of being at 100 in the next year or two.

1.3 Procurement Schedule

RFP Issue 10/28/2024

Non-Mandatory Bid/RFP Meeting (On Site Walk-

Thru)*

11/11/2024 11:00 AM

Deadline for Proposer Questions 11/13/2024, 5:00PM

Proposal Due 11/25/2024, 2:00 PM

Evaluation Committee Meets 12/03/2024

Intent to Award/ Contract Negotiations Begin 12/04/2024

Board of Mayor and Alderman Approves/Contract

Signed 12/12/2024

*The Non-Mandatory Pre-Bid meeting will be held 11/11/2024 at 11:00am in person at the Town of Farragut City Hall, 11408 Municipal Center Drive, Farragut, TN 37934

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 3 of 48

1.4 Project Objectives

The Town of Farragut intends to replace its existing Audio/Visual system. The

Town’s goal is to streamline and improve processes in relation to broadcasting Town

Meetings and in-house trainings. The new Audio/Visual system should meet the following objectives:

• Provide high-quality audio capture and playback via strategically placed microphones and speakers.

• Ensure clear video capture and projection with integrated cameras and

TVs.

• Offer live streaming and recording capabilities for media platforms such as Town Website using Civic Plus, YouTube, Facebook, and others.

• Be easy to operate with an intuitive control interface.

In addition to the objectives above, the Town is expecting the Proposer to provide best practice guidance, system configuration, training, testing, and project management that will help ensure a successful implementation in a timely manner.

1.5 Communications

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

Department representative identified below:

Anissa Pratte, Staff Accountant apratte@townoffarragut.org

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

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

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 4 of 48 mailto:apratte@townoffarragut.org

1.6 RFP Amendments and Cancellation

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

Vendorlink. It is the Proposer’s responsibility to ensure that the Town’s website and

Vendorlink is reviewed for RFP changes prior to submission of proposal.

1.7 Proposal Submittal

Proposals are to be received by the Town no later than the date and time indicated in

Section 1.3. Proposers assume the risk of the method of delivery. The Town assumes no responsibility for delays caused by any delivery service. Postmarks will not be accepted as proof of receipt. Emailed proposals will not be accepted. A Proposer’s failure to submit a proposal as required before the deadline may cause the proposal to be disqualified.

Proposers must submit in a sealed package:

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

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

• Four (4) bound paper copies clearly marked “Copy”

• 1 Equipment List and Fee Proposal in a separate sealed envelope o Proposer provided detailed list of all equipment that is intended to be installed with this project

▪ Proposer provided product name, quantity, and description of how equipment will integrate with the

Town’s project needs.

o Proposer provided fee proposal for all Base Project expenses broken down by task, including direct and indirect costs and expenses, estimated number of hours, and a total estimated costs for the project.

o Proposer provided fee proposal for additional service calls after the warranty period.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 5 of 48 http://www.townoffarragut.org/

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

Community Center

Attn : Finance Department, Anissa Pratte

239 Jamestowne Blvd

Farragut, TN 37934

The package should be clearly labeled with the following:

• Confidential

• Proposal for Audio/Visual Upgrade for City Hall RFP#2025-09

• Proposal Due Date and Time

• Proposer Name

• Proposer Address

• Proposer Phone Number

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 6 of 48

2. Scope of Work

A. Scope of Work

The Town shall enter into a “single contract” with one “proposer” for all implementation services as described under this RFP.

This Scope of Work (SOW) outlines the requirements for the installation and configuration of a complete Audio-Visual (AV) system in the Town Hall. The system will include microphones, speakers, cameras, TV installation, and the capability to stream meetings to social media platforms. The goal is to provide a seamless experience for in-person meetings and online streaming.

B. Objectives

The AV system will:

• Provide high-quality audio capture and playback via strategically placed microphones and speakers.

• Ensure clear video capture and projection with integrated cameras and TVs.

• Offer live streaming and recording capabilities for media platforms such as Town

Website using Civic Plus, YouTube, Facebook, and others.

• Be easy to operate with an intuitive control interface.

• Integration with picture in picture and overlay functionalities to manage multiple input sources.

• Support for picture in picture and layered video displays, including overlay options for text, titles, and graphics.

• Integration with audio system for seamless AV coordination.

• Setup of control software for encoding and overlay features, ensuring compatibility with all components.

• Provision of required licenses for encoding software and PiP functionalities.

C. Site Assessment & Planning

• Conduct a site survey to assess the board room's acoustics, lighting, seating arrangements, and available space for mounting AV equipment.

• Collaborate with Town of Farragut staff to determine optimal placement of microphones, speakers, cameras, and displays for maximum coverage and usability.

• Conduct assessment of all conference rooms for audio and video capabilities to display multiple streams on televisions.

D. System Design

Microphones:

• Install table-mounted microphones to ensure comprehensive audio coverage for all board members and speakers. This will include the dais and podium.

• Provide wireless microphones (handheld or lapel) for guest speakers or presenters.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 7 of 48

• Install a “request to speak” button on each mounted microphone or provide a virtual interface to signal intent to speak. This feature would notify the chairman for who wishes to speak and to acknowledge the request.

Speakers:

• Install ceiling-mounted speakers to distribute audio evenly throughout the board room.

• Ensure speaker placement avoids echo and feedback.

• Install ceiling mounted speakers in the large conference room based on configuration of the space for optimal audio clarity.

Cameras:

• Install high-definition (HD) cameras to capture clear video of the board room, focusing on participants and presenters.

• Optional- Set up auto tracking cameras to follow speakers during presentations.

Televisions/Projectors:

• Install Town provided large flat-screen TVs to display presentations, documents, or other visual content.

• Connect TVs to the Board Room AV system for projecting multimedia presentations.

• Install Town provided TVs in designated offices and conference rooms

• Install and set up wireless projection capabilities in the board room and conference rooms.

Control System:

• Install a centralized control panel (touchscreen or tablet) to manage the AV system, including microphone levels, camera angles, audio playback, and streaming options.

• Configure preset modes for ease of use (e.g., “Meeting Mode,” “Presentation

Mode,” “Streaming Mode”).

E. Audio-Visual Equipment Installation

Microphone Installation:

• Install all microphones according to the agreed plan (ceiling/table/wireless).

Ensure all cables are hidden and properly secured.

• Test microphone levels and ensure balanced audio capture.

Speaker Installation:

• Install speakers in the pre-determined locations, securing them to ceilings or walls as needed.

• Run cabling through walls and ceilings to keep the installation clean and professional.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 8 of 48

Camera Installation:

• Install and position cameras to ensure optimal room coverage. Mount cameras on walls or ceilings based on site planning.

• Configure cameras for manual or automatic operation (e.g., auto-tracking for speakers).

Display Installation:

• Install large-screen TVs in the appropriate locations. Ensure visibility from all seating areas.

• Install all wireless display projection devices in the appropriate locations.

• Connect displays to the Board Room AV system and test for compatibility with video inputs.

F. System Configuration

Audio Configuration:

• Configure microphones and speakers to ensure no feedback or audio distortions. Adjust audio levels for clarity and consistency throughout the room.

• Set up audio zones, if necessary, to accommodate different room layouts.

Camera Configuration:

• Program camera angles and set up auto-tracking features (if applicable).

• Ensure cameras can switch between preset views (e.g., focusing on the speaker, the entire room, etc.).

Streaming Setup:

• Integrate the AV system with live-streaming platforms (e.g., Civic Plus, YouTube, Facebook, etc.).

• Configure the system for one-click streaming via the control panel.

• Set up recording capabilities for archiving meetings.

Control System Configuration:

• Configure the control interface to manage microphones, cameras, displays, audio, and streaming with preset modes.

• Train Town Hall staff on how to use the control panel, including switching between presets, adjusting audio levels, and starting/stopping streaming.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 9 of 48

G. Testing & Commissioning

• Test the complete Board Room AV system to ensure all components

(microphones, speakers, cameras, displays, streaming) work together seamlessly.

• Conduct a simulated live stream to verify the quality of the audio, video, and streaming output.

• Participate in at least 3 Board of Mayor and Aldermen and a Planning

Commission meeting to adjust and ensure quality of the Board Room AV system.

• Fine-tune the system based on feedback from testing, adjusting microphone sensitivity, camera angles, speaker levels, and display quality as needed.

• Test all conference rooms to ensure all components (audio/visual/presentation) work together seamlessly.

H. Deliverables

• A fully functional AV system with:

o Microphones, speakers, cameras, wiring, and displays properly installed and tested.

o Integrated live-streaming capabilities to media platforms.

o A centralized, user-friendly control system for easy operation.

I. Documentation:

• Provide user manuals and quick reference guides for operating the system.

• Deliver system schematics and configurations for future maintenance or upgrades.

J. Training

• Offer training for Town Hall staff on the operation of the AV system, including the control panel and streaming process, as well as the conference room systems.

• Provide ongoing support for troubleshooting for a specified period after installation.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 10 of 48

K. Timeline

• Estimated project timeline: Begin work on February 17, 2025, and complete by

March 20, 2025

• Milestones:

o Site assessment and system design.

o Equipment installation.

o System configuration and testing.

o Final delivery and training.

L. Warranty & Support

• Warranty on all installed equipment for 1 year.

• Provide post-installation technical support for 12 months to address any issues or adjustments needed after project completion.

• Provide service agreement for ongoing support after warranty period.

M. Functional Equipment

The Town has already identified equipment and quantity needed with this project.

Some equipment, the Town will/has purchased, that will need installation, and the rest it will be the responsibility of the AV company to supply and install. See list below:

Large Conference Room:

- 2 Town purchased 100-inch TVs

- 2 Town purchased tv wall mounts

- Speakers

- Wireless casting devices that include ability to mirror and be independent

- Microphone

- Wall control panel

Admin Conference Room:

- Town purchased 75-inch tv

- Town purchased tv wall mount

- Wireless casting device

Community Development Conference Room:

- Town purchased 70-inch tv

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 11 of 48

Town Administrator Office:

- Town purchased 50-inch tv

HR Director Office:

1st Floor Hallway:

- Connect to Board Room AV for overflow viewing

Community Development Workspace:

- Town purchased tv wall mount (flushed)

Engineering Office Space:

- 2Town purchased 55-inch TVs

- 2Town purchased tv wall mounts

- Run wires behind wall down to computer on desk

Upstairs Breakroom:

- Town purchased 85-inch tv

Codes Officers Office:

- Town purchased 70-inch tv

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 12 of 48

Board Room:

- 2 Town purchased 100-inch TVs

- AV company purchase wall mounts x2 for proper angles

- Ceiling speakers (quantity unknown until assessment)

- 10 desk mounted microphones

- 3 (possibly more) cameras

- 1 podium mounted microphone

- 2 lapel microphones

- 2 handheld microphones

- Broadcast software and hardware for switcher, picture in picture, speaker name on screen (AV company to include extra equipment)

- Rack for broadcast equipment

- AV Control panel for producer

- Town purchased Chromebooks for agenda management software (Civic Plus)

- Possibly 2 mounted TVs in the back of the room for board members to view

- Possibly 1 tv mounted on the side wall at the back of the board room for the seats furthest away from the board

- Lighting panel for the board room

- Video Encoders to provide encoding solutions to capture and stream video from various sources.

- Centralized video switcher capable of managing multiple sources.

- User-friendly control panel with presets for PiP and overlay configurations.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 13 of 48

3. Proposal Format

3.1 Submittal Instructions

Proposals should be prepared simply and economically, and provide a straightforward, concise description of proposed products and services to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

Sales and marketing brochures are not to be included.

Proposals must be organized in an outline as follows:

• Cover Letter

• Table of Contents

• Section 1 – Executive Summary (In this section, if a partnership, identify all firms included in the proposal)

• Section 2 – Company Background

• Section 3 – Company Qualifications

• Section 4 – References

• Section 5 – Proposed Solution

• Section 6 – Project Implementation & Training (To include the

Implementation Team and Approach)

• Section 7 – Ongoing Maintenance and Support Services (Responsiveness)

• Section 8 – All forms required by the Town to be filled out and signed.

o Request for Proposal Coversheet (signed) o Addenda Acknowledgement and Bid Certification form (signed) o Insurance Requirements o Drug Free Workplace Affidavit o Non-Collusion Affidavit o Certification Regarding Lobbying (if applicable, see form)

Cost is to be filled out on the attached pricing sheet (see section 7, attachment A) and submitted in a sealed envelope with the proposals.

Proposals should be on 8 ½ x 11 paper and be printed on both sides. Responses should have no more than one hundred (100) pages of content. The following items do not count toward the total content page limit:

• Request for Proposal Coversheet

• Addenda Acknowledgement and Bid Certification Form

• Insurance Requirements

• Drug Free Workplace Affidavit

• Non-Collusion Affidavit

• Certification Regarding Lobbying (if applicable, see form)

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 14 of 48

4. Evaluation Procedure

All proposals will be subject to a review and evaluation process. It is the intent of the

Town that all proposers responding to this RFP, who meet the requirements, will be ranked in accordance with the criteria established in these documents. The Town will consider all responsive and responsible proposals received in its evaluation and award process.

4.1 Selection and Award Process

The Town will follow the evaluation steps outlined below:

a. Compliance: After receiving all submittals by the due date and time, a preliminary evaluation by the Town may determine whether each received proposal is complete and compliant with all instructions and/or submittal requirements in the RFP. Any proposals that are incomplete or that do not comply with the instructions and/or submittal terms and conditions may be rejected and excluded from further consideration. Vendor Proposals, which are compliant, are advanced to the written evaluation stage.

b. Evaluation: The Town will evaluate proposals according to the criteria outlined in the RFP. The Proposer with the highest-ranking score will advance to the negotiation stage.

c. Negotiations: The Town will select a finalist vendor to participate in

Audio/Visual Uupgrade negotiations. The final contract award recommendation will be made to the Town Administrator.

d. Contract Award: The contract for this RFP will be approved and awarded by the

Board of Mayor and Aldermen.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 15 of 48

4.2 Scoring

An adjective-based scoring system shall be applied to the non-price factors throughout the evaluation process for the evaluation of the written responses and the oral presentation/informal interviews (if requested). A score of 0 is the least favorable and a score of 5 is the most favorable in all sections. For evaluation purposes, the term

“Responsible” means: A business entity or individual who is fully capable to meet all of the requirements of the solicitation and subsequent contract. Must possess the full capability, including financial and technical, to perform as contractually required and be able to fully document the ability to provide good faith performance.

The Proposer’s response will be scored by Committee members in accordance with the following scale:

0= No information provided for the specific criteria. Proposer failed to address the criteria. No documentation was provided.

1= “Poor”: Proposal is lacking or inadequate in most basic requirements for the specific criteria.

2= “Below Average”: Proposal meets many of the basic requirements for the specific criteria but is lacking in some essential aspects.

3= “Average”: Proposal adequately meets the minimum requirements of the specific criteria and is generally capable of meeting the City’s needs.

4= “Above Average”: Proposal more than adequately meets the minimum requirements of the specific criteria and exceeds those requirements in some respect.

5= “Excellent”: Proposal exceeds the minimum requirements in most aspects of the specific criteria

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 16 of 48

Note: The Evaluation Committee member’s score times the “weighted value” assigned to the different sections listed here equals the total score for that section. (EXAMPLE:

Maximum score of 5 X’s weighted value of 10 = Maximum of 50 points).

Criteria Weighted Value Points

Written Proposal Evaluation

Experience and

Related Expertise 6 30 Points

Cost 2 10 Points

Project Approach 8 40 Points

Qualifications of

Assigned Personnel 4 20 Points

Maximum Technical

Points 100 Points

In the case of a Tie Bid/Score, if there are no federal funds in the project. ties will be determined by one of the following factors at the Town’s discretion:

• Delivery Schedule

• Previous Company Performance

• Vendor Location

• If all things equal, Coin Toss

• Preference will be given to the local company in case of a tie bid.

4.3 Post Bid/RFP Information

Should a proposer wish to protest a bid/RFP, the bidder shall submit a Protest Bond to the

Town of Farragut in the amount of 5% of the protestor’s bid amount within seven calendar days of the Bid/RFP opening.

Each Bidder shall be prepared, if requested by the Town of Farragut, to present evidence, qualifications, and financial ability to carry out the terms of the contract.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 17 of 48

5. Town of Farragut General Terms and Conditions

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

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

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

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

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

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

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

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

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

Procurement/Finance office approves the change.

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

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

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

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

9. COMPENSATION AND PAYMENT TERMS. For the completion of the Work, the Town of Farragut shall pay Vendor the contract sum set forth in the purchase order and/or contract. Payments may be made in

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 18 of 48 amounts which are consistent with the percentage of goods/non-professional services completed and invoiced by the Vendor as set forth in the purchase order.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 19 of 48

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

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

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

$2,000,000 in the general aggregate.

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

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

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

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

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

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

a) Commercial General Liability

b) Auto Liability

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

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

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

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 20 of 48

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

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

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

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

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

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

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

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

Farragut. Tennessee, in accordance with the following provisions:

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

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

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 21 of 48

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

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

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

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

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

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

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

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 22 of 48

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

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

Town of Farragut

Attn: Finance/Purchasing

11408 Municipal Center Drive

Farragut, TN 37934

(865) 966-7057

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

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

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

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

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

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

Vendor and their respective permitted successors and permitted assigns.

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

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

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

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 23 of 48

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

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

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

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

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

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

The Vendor understands and acknowledges the applicability to it of:

a. the American with Disabilities Act,

b. the Immigration Reform and Control Act of 1986,

c. the Drug Free Workplace Act of 1988.

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

e. Copeland “Anti-Kickback” Act

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 24 of 48

6. Sample Contract

TOWN OF FARRAGUT

PROFESSIONAL SERVICES AGREEMENT

This Agreement is made by and between Town of Farragut (“Client”) and

________________________ (“Contractor”) for professional services for the assignment described as follows:

Project:

Location:

Description of Project:

1. Professional Services. Contractor agrees to perform the following Basic

Services under this Agreement:

See Attachment A to this Agreement for a description of Basic Services.

2. Compensation. Client shall compensate Contractor for the Basic Services as follows: A lump sum fee of _______________, including reimbursable expenses. In addition, Client shall pay Contractor for additional services that may be requested by the Client beyond the Basic Services in accordance with the hourly rate schedule attached as Attachment B to this

Agreement.

3. Schedule. Contractor shall begin work upon notification of approval of this

Agreement by the Board of Mayor and Aldermen and shall complete the work by submitting the final deliverables on or before ________________. The schedule for the various meetings and presentations as outlined in the Basic Services shall be agreed upon by the Client and Contractor before beginning work.

4. Invoicing and Payments. Invoices or payment requests shall be submitted to the

Client no more than monthly and shall include such information, documentation or data as the

Town Administrator may require including, but not limited to, the amount and breakdown of the payment requested, the period covered by the request, and the work performed during the period covered by the payment request. After review, the Town Administrator will indicate his approval of the payment request, or shall explain to Contractor, in writing, his reasons for not approving any portion or all of the request and authorize payment of the amount approved. In the event the Town Administrator does not approve any portion of a payment request, and has communicated the reasons to Contractor, Contractor will then take the necessary action to satisfy the reasons for non-approval and resubmit the payment request. Client shall endeavor to remit payment of payment requests or portions thereof which are approved by the Town Administrator within thirty (30) days of receipt by Client. From time-to-time approval of a payment request may require action by the Board of Mayor and Aldermen which meets on the second and fourth

Thursday of most months.

RFP#2025-09 Audio/Visual Upgrades for City Hall Page 25 of 48

5. Time. Contractor will perform its services in a timely manner commensurate with the exercise of due professional care which it acknowledges can be done consistent with the schedule provided for in Paragraph 3. Time for performance shall be extended as necessary for delays or suspensions due to circumstances beyond Contractor’s control. If such delay or suspension extends more than six (6) months (cumulatively), Contractor’s compensation shall be equitably adjusted; provided, however, such adjustment and amendment to this Agreement must be approved by the Board of Mayor and Aldermen before Client is bound.

6. Suspension of Services. If Client fails to pay any invoice when due or otherwise is in material breach of this Agreement, Contractor may, at its sole discretion, suspend performance of services upon five (5) days’ written notice to Client. Contractor shall have no liability to Client and Client agrees to make no claim for any delay or damage as a result of such suspension, unless (i) the Town Administrator has refused to approve payment, (ii) his reasons are justified pursuant to this Agreement, and (iii) Contractor has failed to satisfy the reasons as required by Paragraph 4 hereof. Upon cure of the cause of a justified suspension, Contractor shall resume services within a reasonable time, and there shall be equitable adjustments of the project schedule and fees to reflect the effects of such suspension, if such adjustments are deemed reasonable and appropriate by the parties.

7. Standard of Care. Notwithstanding any other provision of this Agreement or any other document describing the services produced by Client, Contractor shall perform its services in accordance with the standard of professional care ordinarily exercised under similar circumstances by reputable members of its profession in the same locality at the time the services are provided. Beyond the foregoing and unless otherwise provided herein or in other documents produced, generated or provided by Contractor, no warranty, expressed or implied, is made or intended by Contractor. The parties further agree that Contractor is not a fiduciary of Client.

8. Termination. The obligation to provide further services under this Agreement may be terminated with or without cause by either party upon ten (10) days’ written notice…