ITB_2025-11_Historic__Campbell_Station_Inn_Interior_Renovations.pdf

PROJECT MANUAL

Contract No. 2025-11

CAMPBELL STATION INN

INTERIOR RENOVATIONS

DECEMBER 2024

Town of Farragut

11408 Municipal Center Drive

Farragut, Tennessee 37934

(865) 966-7057

Brewer Ingram Fuller Architects, Inc.

111 N. Concord Street

Knoxville, TN 37919

TABLE OF CONTENTS

Advertisement for Bids..………………………………………………………………………………………….1

Important Notice to Bidders.…………………………………………………………………………………

Instructions to Bidders

Special Conditions

General Conditions

Agreement

Contractors Form for Proposal

Affidavits and Certifications

Bid Submission Checklist ………………………………………………………………………………………35

Bid Envelope Cover Sheet ……………………………………………………………………………………..36

Campbell Station Inn Interior Renovations

ADVERTISEMENT FOR BIDS

Sealed bids for the project entitled Campbell Station Inn Interior Renovations will be received by the Town of Farragut on January 14, 2025 at 10:00 am. in the Farragut Community Center located at 239 Jamestowne Blvd, Farragut, Tennessee. At said place and time, all bids that have been duly received, will be publicly opened and read aloud.

This project consists of interior renovations for the Town of Farragut to the Campbell Station Inn.

The Architect is Brewer Ingram Fuller Architects, Inc. of Knoxville, Tennessee. Project consists of interior renovation of the existing Campbell Station Inn. Work includes all interior finishes.

IMPORTANT:

A mandatory pre-bid conference will be held on December 17, 2024 at 10:00 am. at the

Campbell Station Inn, 11409 Kingston Pike, Farragut Tennessee. Pre-bid conference attendance is a prerequisite for submitting a bid for this project. Interested parties will have an opportunity to review the documents and ask for additional information or project clarification.

BID DOCUMENTS

The Bidding Documents for the project may be obtained at the following locations:

By registering on the Town of Farragut Bid Postings site:

https://www.townoffarragut.org/bids.aspx. Only complete sets of documents will be issued.

Online access will be provided to prime bidders only.

All Bids submitted must be prepared with documents obtained from the Town of Farragut or its designee.

BID GUARANTY

Each bid shall be accompanied with a cash deposit or certified check drawn on a bank or trust company insured by the FDIC or a surety company’s standard form and properly executed by a corporate surety licensed under the laws of Tennessee to execute such bonds. The amount of the bid bond shall be equal to five percent (5%) of the total of the bid. The bid deposit shall be retained by the Owner if the successful bidder fails to execute the contract or fails to provide the required bonds, as stated above, within fifteen (15) calendar days after the proper notice of award of the contract.

END OF SECTION

IMPORTANT NOTICE TO BIDDERS

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

Performance and Payment Bonds. The Performance Bond shall be in full force and effect for one

(1) year after the date of final acceptance of the project by the Owner.

Only bids from qualified bidders will be accepted. Bidders must comply with the requirements of the State of Tennessee and be appropriately licensed as a contractor in the State of Contract No.

2025-11.

Tennessee as provided in T.C.A. § 62-6-101. The bidder’s name, license number, expiration date, and that part of the contracting classification applying to the bid shall appear on the sealed envelope containing the bid; otherwise, the Bid shall not be opened.

The Owner will not be responsible for full or partial sets of bidding documents, including any

Addenda, obtained from any other source. Each bidder shall be responsible for the review of all

Addenda for the project and shall acknowledge all Addenda on the bid form.

The Owner reserves the right to reject any and all bids, to waive informalities, or to reject non-conforming, non-responsive, or conditional bids. The Owner reserves the right to award a contract to the lowest, responsive, responsible bidder or bidders, taking into consideration quality, performance and time.

INSTRUCTIONS TO BIDDERS

1. The Town of Farragut (hereinafter called the "Owner" or “Town”) invites sealed bids for the

CAMPBELL STATION INN INTERIOR RENOVATIONS contract to be submitted to the

Farragut Community Center, 239 Jamestowne Blvd, Farragut, Tennessee, by January 14, 2025 at 10:00 am. The qualified bids will be opened and publicly read aloud.

2. As required by Tennessee Code Annotated § 62-6-119, the bidder shall be properly licensed at the time of the bid and shall provide with their bid evidence of compliance with the applicable provisions of this chapter before such bid may be considered.

3. A BID ENVELOPE COVER SHEET has been provided with this document. The cover sheet is to be properly and accurately (do not use a pencil) completed and affixed to the front of the bid envelope before such bid may be considered.

4. A mandatory pre-bid meeting will be held at the Campbell Station Inn property on

December 17, 2024 at 10:00am. The property is located at 11409 Kingston Pike, Farragut

TN, 37934.

5. Following a review by the Town staff, the bids will be presented to the Farragut Board of

Mayor and Aldermen for approval at its regularly scheduled meeting held on Thursday, January 23, 2025.

6. The bidder awarded the contract is herein referred to as “Contractor.” The Architect, who administers the contract for the Owner, will be referred to herein as “Architect.”

7. The Owner reserves the right to reject any and all bids and to waive any formalities in the bidding process, and to evaluate bids, and to accept any bid which, in its opinion, may be for the best interest of the Town. The Town of Farragut reserves the right to terminate said contract for convenience upon written notice as provided for herein.

8. All bids shall remain valid for a minimum of sixty (60) days.

9. Any person who is a Town Employee or any company, the majority equity ownership of which is owned by a Town Employee or a parent, spouse, child or sibling of a Town

Employee of the Town of Farragut, shall be ineligible to bid for or be awarded this contract.

10. The Owner, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-2000d-4 and Title 49, Code of Federal Regulations, Department of

Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this agreement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin, sex or disability in consideration for an award. A model Owner’s Ethnicity and Gender Statement is provided for use. (Following pages)

11. The Contractor will comply with Executive Order 11246, entitled “Equal Employment

Opportunity,” Executive Order 11375, 41 CFR Chapter 60. No one shall be excluded from participation in, denied the benefits of, or otherwise discriminated against in connection with the award and performance of any contract covered by this order, on the grounds of race, color, national origin, or sex.

A model Non-Discrimination Assurance is provided for use. (Following pages)

12. The Contractor will comply with Sections 103 and 107 of the Contract Work Hours and

Safety Standards Act, 40 U.S.C. 327-330, 29 CFR Part 5.

13. The Contractor will comply with the Copeland “Anti-Kickback” Act, 18 U.S.C. 874, 29 CFR Part 3.

14. The Contractor will comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act, 42 U.S.C. 1857(h); section 508 of the Clean Water

Act, 33 U.S.C. 1368, Executive Order 11738; and, Environmental Protection Agency regulations, 40 CFR part 15.

15. This contract is subject to all appropriate Federal laws, including Title VI of the Civil Rights

Act of 1964.

A model Title VI Assurance is provided for use. (Following pages)

16. As required by Tennessee Code Annotated § 50-9-113, the Contractor shall provide with their bid, an affidavit certifying that the bidding entity has in effect, at the time of submission of its bid to perform the construction referred to above, a drug-free workplace program that complies with Tennessee Code Annotated Sections 50-9-101 through 50-9-113. This statute forbids any local government from entering into any contract or awarding any contract for construction services with any covered employer who has not provided the affidavit of compliance.

A model DRUG-FREE WORKPLACE AFFIDAVIT is provided for use. (Following pages)

17. Each bidder shall provide with their bid an affidavit executed by, or on behalf of the person, firm, association, or corporation submitting the bid certifying that such person, firm, association, or corporation has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action, in restraint of free competitive bidding in connection with the submitted bid. Failure to submit the executed statement as part of the bidding documents will make the bid nonresponsive and not eligible for award consideration.

A model NON-COLLUSION AFFIDAVIT is provided for use. (Following pages)

18. EMPLOYING AND CONTRACTING WITH ILLEGAL IMMIGRANTS

The Town shall endeavor to do business only with those contractors and subcontractors that are in compliance with the Federal Immigration and Nationality Act. This policy shall apply to all State Contractors including subcontractors. This policy statement is issued to establish implementation guidance to procuring state agencies and contractors reflecting the requirements of Governor’s Executive Order #41, An Order Regarding Compliance with Federal and State Laws Related to Employing and Contracting with Illegal

Immigrants, and the requirements of Public Acts of 2006, Chapter Number 878 of the State of Tennessee (codified at Tennessee Code Annotated, Title 12, Chapter 4, Part 1)

1. The Contractor hereby attests, certifies, warrants, and assures that the

Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation, in writing, by submitting to the Town a completed and signed copy of the

Attestation form provided by the Town, semi-annually during the period of this

Contract.

2. Prior to the use of any subcontractor in the performance of this Contract, and semiannually thereafter, during the period of this Contract, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work relative to this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work relative to this Contract.

3. The Contractor shall maintain records for its employees used in the performance of this Contract. Said records shall include a completed federal

Department of Homeland Security Form I-9, Employment Eligibility

Verification, for each employee and shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.

4. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Public Chapter 878 of 2006 for acts or omissions occurring after its effective date. This law requires the

Commissioner of Finance and Administration to prohibit a contractor from contracting with, or submitting an offer, proposal, or bid to contract with the

Town of Farragut and the State of Tennessee to supply goods or services for a period of one year after a contractor is discovered to have knowingly used the services of illegal immigrants during the performance of this contract.

For the Purposes of this policy, “illegal immigrant” shall be defined as a non-citizen who has entered the United State of America without federal government permission or stayed in this country beyond the period allowed by a federal government-issued visa authorizing the non-citizen to enter the country for specific purposes and a particular time period.

Compliance and non-compliance procedures will be as specified in the Tennessee

Department of Finance and Administration’s Policy on “Ensuring Compliance with Federal

Immigration Laws by State Contractors and Subcontractors”.

A model STATEMENT OF COMPLIANCE CERTIFICATE – ILLEGAL IMMIGRANTS is provided for use.

19. Prime Contractor (bidder) and Subcontractor Qualification

Bidders shall submit with their bid a Contractor Statement of Qualification for the prime contractor (bidder) and subcontractor(s). The Town will evaluate the qualification statement and render a decision with regard to whether the bidder (prime contractor) and subcontractor(s) show evidence of competent experience with historically similar projects.

The Town will decide if the evidence provided deems the bidder to be eligible to be considered as a responsive bidder. Bids received which do not include a fully completed qualifications statement risk not being considered.

Place the completed qualifications statement(s) in a separate envelope into the bid envelope and clearly label the outside of the separate envelope with "Contractor

Statement of Qualifications", along with the company name(s). The decision with regard to whether a Contractor is qualified lies solely with the Town.

20. Each bidder shall provide with his bid a listing of subcontractors it intends to use on this project, along with a listing of the subcontractors’ duties. Additionally, the Contractor shall be responsible to the Owner that all subcontract arrangements are in the form of a written agreement containing all the requirements and pertinent provisions of the prime contract.

21. Bid must be accompanied by bid security made payable to Owner in an amount of five percent (5%) of bidder’s maximum bid price and in the form of a certified check, bank money order, or a bid bond issued by a surety meeting the requirements of the General

Conditions.

The bid security of the successful bidder will be retained until such bidder has executed the Contract Documents, furnished the required contract security and met the other conditions of the Notice of Award, whereupon the bid security will be returned. If the successful bidder fails to execute and deliver the Contract Documents and furnish the required contract security within fifteen (15) days after the Notice of Award, Owner may consider bidder to be in default, annul the Notice of Award, and the bid security of that bidder will be forfeited. Such forfeiture shall be Owner’s exclusive remedy if bidder defaults. The bid security of other bidders whom Owner believes to have a reasonable chance of receiving the award may be retained by Owner until the earlier of seven (7) days after the Effective Date of the Agreement or sixty-one (61) days after the Bid opening, whereupon bid security furnished by such bidders will be returned.

Bid security of other bidders whom Owner believes do not have a reasonable chance of receiving the award will be returned within seven (7) days after the bid opening.

22. BIDDER’S REPRESENTATION

By making a Bid, each Bidder represents that he has read and understands Bidding

Documents and the Bid is made in accordance therewith, has visited the Project site and familiarized himself with the obstacles and conditions that will be encountered during the execution of the Work, has attended the mandatory pre-bid Conference, and has based his Bid upon the design described in the Biding Documents without exceptions. The

Bidder represents that the bid includes all necessary components required for a fully functional building and all its systems suitable for its intended use.

It is the responsibility of the Bidder to contact the utility companies supplying services to the site and to include any subsequent costs in their Bid associated with both off-site and on-site work or fees.

Bidders shall promptly notify Architect of any costs associated with-off site or on-site costs which, for reasons outside their control, has not been included in the Bid Price. In the event this cost is not quantified at the time of Bid the contractor shall specifically disclose that there are unquantifiable costs and identify their nature on the Bid Proposal Form. In the absence of such disclosure, it shall be considered that the Bids cover all costs without exclusions of any sort.

23. SOURCE OF INFORMATION

The construction contract and the detailed specifications contain the provisions required for the construction of the project. No information obtained from an officer, agent, or employee of the Owner on such matters shall affect the risk of obligation assumed by the contractor or relieve him from fulfilling any of the conditions of the contract.

Bidders must satisfy themselves, by personal examination of the locations of the proposed work; examination of the bid documents enumerated herein; and by such other means as they prefer as to actual conditions and requirements of the work to be done, and shall not after the submission of a bid, dispute such estimate, nor assert that there was a misunderstanding in regard to the nature or amount of the work to be done.

Questions relating to Bidding Documents and Project site shall be submitted only by bona fide Bidder (General Contractor) as follows:

1. To Brewer Ingram Fuller Architects, Inc., no later than five (5) working days prior to the

Bid Date.

2. In writing, transmitted electronically utilizing RFI form, which will be provided on request. To obtain RFI Form, which is a Microsoft Word Doc., send request to lingram@breweringramfuller.com. RFI Form shall be filled out and transmitted, in Word

Doc or PDF Format, to lingram@breweringramfuller.com.

3. Receipt of questions will be acknowledged. Responsibility to verify receipt shall remain with the bidder.

4. Response to RFIs will be transmitted to all, and only, Bidders of record.

5. Questions received from other than qualified Bidder (General Contractor), or in format other than that stated above will not be considered.

24. SUBSTITUTIONS

No substitutions will be allowed or considered prior to the receipt of Bids.

25. FORM AND STYLE OF BIDS

Bid Form: Bids shall be submitted on the Bid Form provided in the Project manual. Bidders may reproduce Bid Form or obtain additional copies from Architect free of charge.

Method of Entry: All blanks on the Bid Form shall be filled in by printer or printed in ink.

Expression of Bid Amount: Where so indicated by the makeup of Bid Form, Bid Sum shall be expressed in both words and figures; in case of a discrepancy between the two, the

Sums expressed in words shall govern.

Modifications: Any interlineations, alterations or erasures of entries made by Bidder shall be initiated by the signer of the Bid and shall be initialed and dated.

The cost for all alternates shall be reflected on the Bid Form.

Identification: Each copy of Bid shall include the legal name of Bidder and a statement whether Bidder is a sole proprietor, a partnership, a corporation, or any other legal entity.

Each copy shall be signed by the person or persons legally authorized to bind the Bidder to the Contract. A bid by a corporation shall further give the State of incorporation and have the corporate seal affixed. A Bid submitted by an agent shall have a current Power of Attorney attached certifying agent’s authority to bind Bidder.

Bids submitted prior to time and date designated for opening of bids may be modified or withdrawn only by written notice to individual receiving bids and only if received prior to time of bid opening.

26. COMMENCEMENT OF WORK

Bidder must agree to commence work on a date, with sufficient work force, and to faithfully execute the work in such a manner as to ensure the timely completion of the work within the stipulated number of days as identified on the Bid Form including any extensions of time approved by Change Order.

Prior to the pre-construction conference, the Contractor shall meet with his subcontractors and utility companies affected by the project. Collectively they shall produce a draft copy of a detailed critical path construction schedule. The Contractor shall submit this schedule to the Owner and Architect for approval prior to issue of a notice to proceed.

SPECIAL CONDITIONS

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

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

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

3. Any payment requests of non-lump sum Contract items shall not be approved above five percent (5%) of the estimated bid quantity, unless the request is approved in writing by the

Program Manager. The Owners field inspector is not authorized to approve overrun quantities above five percent (5%) of the estimated bid quantity.

4. Public Safety

a. The contractor shall always exercise proper precautions for the protection of persons and property and shall be responsible for all damages to persons or property, either on or off the Site, which occur as a result of its prosecution of the Work. The safety provisions of applicable laws and building and construction codes shall be observed. Machinery, equipment, and all hazards shall be guarded in accordance with the safety provisions of the ”Manual of Accident Prevention in Construction” published by the Associated General

Contractors of America, Inc., to the extent that such provisions are not in conflict with applicable local laws. The Contractor shall provide safety vests for all Workers to be worn while working. Other required safety items will be sings, cones, barrels, flags, etc., as well as any other personal protective equipment (PPE) deemed necessary by the Program

Manager or the Owner. No pay item is provided for these items; all costs will be included in the Bid price for other line items.

GENERAL CONDITIONS

1. Utilities: The Contractor shall contact the owner(s) of any onsite utility lines to determine the presence and location of said lines and shall fully protect them from damage; any repairs required from damage due to the Contractor’s activities shall be paid by the Contractor. Any required relocations shall be by the owner(s) of the utilities or the Contractor. All excavation shall be done in accordance with TCA 65- 31-102, “Underground Utility Damage Prevention”.

2. Insurance: Prior to the start of any Work described by this Contract, the Contractor shall procure and maintain in force, for the duration of any activities by the Contractor in regard to the Project, Worker’s Compensation Insurance, Employer’s Liability Insurance, Commercial General Liability Insurance, and Automobile Liability Insurance on all owned, non-owned, and hired vehicles. Failure by the Contractor to obtain or maintain any insurance coverage(s) as required by this Contract shall constitute a material default of the Contractor’s obligations and shall, notwithstanding any Contract provisions to the contrary, entitle the Owner at their option to immediately (i) stop all Work by the Contractor pending adequate proof of the existence of proper coverage (no stop Work order shall entitle the Contractor to additional time or money), (ii) terminate the Contract for default, (iii) purchase proper coverage(s) and charge all costs thereof to the Contractor, and/or (iv) withhold any further payments to the Contractor until arrangements for the required coverage(s) are made.

a. The Owner shall be listed as an additional insured on each of these policies except for Worker’s Compensation. A waiver of subrogation in favor of the Owner is required from all insurance carriers including the Worker’s Compensation carrier.

b. The Contractor’s Commercial General Liability, Automobile Liability, and Worker’s Compensation coverages shall be primary and non-contributory, and any applicable insurance carried by the Owner shall be excess over the Contractor’s insurance. The policies shall be written with limits of liability not less than the following:

i. Commercial General Liability including Premises and Operation, Completed Operations (carried for a period of two years after the completion of the Project), Contractual Liability, Contractor’s Protective Liability, and XCU coverages

ii. Bodily Injury and Property Damage shall be:

1. $1,000,000 per occurrence

2. $2,000,000 aggregate

3. The aggregate limit shall apply specifically to this Project.

Additional insured status to the Owner should apply to ongoing operations and completed operations.

iii. Automobile Liability shall be:

1. A combined single limit of $1,000,000 for bodily injury and property damage on all owned, non-owned, and hired vehicles (symbol 1 coverage).

iv. Worker’s Compensation shall include statutory coverage in accordance with the laws of the state and/or states in which the Work is to be performed. The certificate must show the state where the Project is located as a covered state for the statutory benefits of that state. Any applicable Federal or Maritime coverage (e.g.

Longshoremen’s and the Jones Act) that may be required due to Contractor’s Work shall be included in the Contractor’s coverage.

Certificate must show waiver of subrogation in favor of the Owner from the Worker’s Compensation carrier. Worker’s Compensation coverage will apply to all employees, including executive officers at the following thresholds:

1. $100,000 per accident;

2. $500,000 disease policy limit; and

3. $100,000 disease each employee.

v. The Contractor shall have an Umbrella/Excess Liability Policy valued at $1,000,000 Excess/following form coverage over General Liability, Auto Liability, and Employer’s Liability.

vi. The Contractor shall have Pollution coverage with a $1,000,000 combined single limit. Coverage shall include the Project site and transportation and disposal site coverage for any and all hazardous materials and waste brought on the Project site, disturbed or generated by the Contractor.

vii. To the extent the Contractor’s Work includes design services, assistance in design services, or any professional services, the Contractor will be required to carry Professional Errors and Omissions coverage with a combined single limit of $1,000,000.

c. The Contractor shall maintain in effect all insurance coverage required at the Contractor’s sole expense and with insurance companies acceptable to the Contractor and with at least “A-VII” A.M. Best rating.

d. All insurance policies shall contain a provision that the coverages afforded thereunder shall not be cancelled, not renewed, or have restrictive modifications added, until at least thirty (30) days prior written notice has been provided to the Owner.

e. Certificates of insurance or certified copies of policies acceptable to Owner shall be filed with the Owner prior to the start of the Contractor’s Work. The Insurance Certificate provided under this Contract shall remove the following wording in the event of cancellation or material change in coverage:

i. “Endeavor to”; and

ii. “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agent, or representative”.

f. The Contractor’s insurance certificate shall be in the form prescribed by the Owner, a copy of which is available to the Contractor upon request.

Owner’s receipt of any Insurance Certificate that fails to comply with any terms herein shall not constitute a waiver of any of the Contractor’s obligations or of any of the Owner’s rights hereunder.

g. The Contractor shall require the same coverages described herein from any subcontractors. The Contractor shall be liable to, and shall defend, indemnify, and hold harmless, the Owner for any loss or expense, including reasonable attorney’s fees, resulting from the Contractor’s failure to provide or require any insurance coverage described herein.

3. Indemnification: To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the Owner and its consultants, agents, and employees of each of them from and against any and all claims, damages, losses, and expenses, including but not limited to, attorney’s fees, arising out of or resulting from the performance of the Contractor’s Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, or of anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. This paragraph is not intended to require the indemnification of any party against that party’s sole negligence.

a. The foregoing obligations shall not be construed to negate, abridge, reduce or to be in conflict with other rights or obligations of indemnity which would otherwise exist including, but not limited to, obligations upon the Contractor which may be incorporated by reference from other provisions of the Contract documents. To the fullest extent permitted by law, the foregoing duties of indemnification shall be enforceable against the Contractor independently of and in addition to any other indemnity requirements of the Contract documents which shall constitute separate obligations upon the Contractor.

b. In claims against any person or entity indemnified under this paragraph by an employee of the Contractor, or of anyone for whose acts they may be liable, the indemnification obligations of the Contract shall not be limited by a limitation on the amount or type of damaged, compensation, or disability benefit acts or other employee benefit acts.

c. The Contractor shall, at its own expense, conform to and comply with all specific safety requirements of the Owner and comply with all specific safety requirements promulgated by any governmental authority including, without limitation, the requirements of the Occupational Safety and Health Act of 1970, the Construction Safety Act of 1969, and all standards and regulations which have been or shall be promulgated by the parties or agencies which administer such acts. The Contractor shall directly receive, respond to, defend, and be responsible for all citations, fines, and penalties which may be incurred by reason of its failure or failure on part of its agents, employees, materialmen, or subcontractors to so comply.

4. Specifications: Workmanship and materials shall conform to the specifications described in the Project Manual, which is attached to this Contract.

5. Performance Bond and Payment Bond: The Contractor shall within ten (10) days after the receipt of the Notice of Award and before the commencement of any operations hereunder executed, furnish the Owner with a performance and payment bond in a sum equal to one hundred percent (100%) of the amount of the Contract price, conditioned upon the performance by the Contractor of all undertakings, covenants, terms, conditions, and agreements of this Contract, and upon the prompt payment by the Contractor to all persons supplying labor and materials in the prosecution of the Work provided by this Contract. Such bond shall be executed by the Contractor and a corporate bonding company licensed to transact such business in the State of Tennessee and acceptable to the Owner.

The expense of this bond shall be borne by the Contractor. If at any time a surety on such bond becomes irresponsible or loses its right to do business in the State of Tennessee, the Owner may require another surety which the Contractor shall furnish within ten (10) calendar days after receipt of written notice to do so.

Evidence of authority of any attorney in fact acting for the corporate surety must be provided in the form of a certificate terminated and remains in full force and effect on the date of the bond. The form of the bond shall be subjected to approval by the Owner.

6. Landscaping and/or Stabilization: The Contractor shall utilize appropriate measures to comply with all ordinances of the Town of Farragut, including Chapter

111, Section 111-157 – Landscaping and Stabilization Requirements of the Farragut Municipal Code to prevent the release of sediment from the site.

7. Layout of the Work: The Contractor shall provide for grading checking plus all additional layout and supervision required to construct the Work to the lines and grades required by the plans.

8. Estimated Quantities: The Contractor understands that the quantities of Work shown herein are approximate only and are subject to increase or decrease and agrees that all quantities of Work, whether increased or decreased, are performed at the unit costs stated on the bid form. Information in this document and plans is the minimum necessary to define the Work required. It shall be the responsibility of all bidders to inspect the Site to fully evaluate the existing conditions.

9. Differing Site Conditions:

a. During the progress of the Work, if subsurface or latent physical conditions are encountered at the site differing materially from those indicated in the Contract or if unknown physical conditions of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in the Work provided for in the Contract are encountered at the Site, the Contractor, or its agent, employee or subcontractor discovering such conditions shall promptly notify the Program Manager in writing of the specific differing conditions and shall cease Work.

b. Upon written notification, the Program Manager will investigate the conditions, and if it is determined that the conditions materially differ and cause an increase or decrease in the cost or time required for the performance of any Work under the Contract, an adjustment, excluding anticipated profits, will be made and the Contract modified in writing accordingly. The Program Manager will notify the Contractor of the determination whether an adjustment of the Contract is warranted.

c. No Contract adjustment which results in a benefit to the Contractor will be allowed unless the Contractor has provided the required written notice.

10. Suspensions of Work Ordered by the Program Manager:

a. If the performance of all or any portion of the Work is suspended or delayed by the Program Manager in writing for a period of time that was not originally anticipated, or that is not customary, or is not inherent to the construction industry for this type of project and the Contractor believes that additional compensation and/or Contract time is appropriate as a result of such suspension or delay, the Contractor shall submit to the Program Manager in writing a request for adjustment within seven (7) calendar days of receipt of the notice to resume the Work. The request shall set forth the reasons and support for such adjustment.

b. Upon receipt, the Program Manager will evaluate the Contractor’s request.

If the Program Manager agrees that the cost and/or time required for the performance of the Contract has increased as a result of such suspension and the suspension was caused by conditions beyond the control of and not the fault of the Contractor, its supplier, or subcontractors at any approved tier, the Program Manager will make an adjustment (excluding profit) and modify the Contract in writing accordingly. The Contractor will be notified of the Program Manager’s determination whether an adjustment of the Contract is warranted.

c. No Contract adjustment will be allowed unless the Contractor has submitted the request for adjustment within the time prescribed.

d. No Contract adjustment will be under this clause to the extent that performance would have been suspended or delayed by any other cause, or for which an adjustment is provided or excluded under any other term or condition of this Contract.

11. Significant Changes in the Character of Work:

a. The Program Manager reserves the right to make, in writing, at any time during the Work, such changes in quantities and such alterations in the Work as are necessary to satisfactorily complete the Project. Such changes in quantities and alterations shall not invalidate the Contract nor release the surety, and the Contractor agrees to perform the Work as altered.

b. If the alterations or changes in quantities significantly change the character of the Work under the Contract, whether such alterations or changes are in themselves significant changes to the character of the Work or by affecting other Work cause such other Work to become significantly different in character, an adjustment to the Contract completion date will be made to the Contract. The basis for the adjustment shall be agreed upon prior to the performance of the Work. If a basis cannot be agreed upon, then an adjustment will be either for or against the Contractor in such amount as the Program Manager may determine to be fair and equitable.

c. If the alterations or changes in quantities do not significantly change the character of the Work to be performed under the Contract, the altered Work will be paid for as provided elsewhere in the Contract.

d. The term “significant change” shall be construed to apply only when the character of the Work as altered differs materially in kind or nature from that involved or included in the original proposed construction.

12. Termination: The Town may terminate this agreement (in whole or in part) for convenience or default as described below:

a. Termination for Convenience: The Town may terminate this Contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government’s best interest. The Contractor shall be paid its costs, including Contract close-out costs, and profit on Work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Program Manager to be paid to the Contractor. If the Contractor has any property in its possession belonging to the Town, the Contractor will account for the same, and dispose of it in the manner the Program Manager directs.

b. Termination for Default: If the Contractor refuses or fails to prosecute the Work or any separable part, with the diligence that will insure its completion within the time specified in this Contract or any extension, or fails to complete the Work within this time, or if the Contractor fails to comply with any other provisions of this Contract, the Town may terminate this Contract for default. The Town shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature of the default. In this event, the Town may take over the Work and complete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the Work site necessary for completing the Work. The Contractor and its sureties shall be liable for any damage to the Town resulting from the Contractor’s refusal or failure to complete the Work within the specified time, or its failure to comply with the provisions of this Contract, whether or not the Contractor’s right to proceed with the Work is terminated.

This liability includes any increased costs incurred by the Town in completing the Work.

i. The Contractor’s right to proceed shall not be terminated nor the Contractor charged with damages under this clause if:

1. The delay in completing the Work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include acts of God (other than weather), acts of another contractor in the performance of a contract with the Town, epidemics, quarantine restrictions, strikes, and freight embargos.

2. The Contractor, within five days from the beginning of any delay, notifies the Town in writing of the causes of the delay.

If in the judgement of the Town, the delay is excusable, the time for completing the Work shall be extended. The judgement of the Town shall be final and conclusive on the parties, but subject to appeal under the Breaches and Dispute Resolution clauses (General Conditions, §11).

ii. If, after termination of the Contractor’s right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Town.

13. Work: The Contractor shall, in a good Workmanlike manner, perform all Work and furnish all labor, materials, tools, equipment and accessories to perform and complete the Work required by these Contract Documents, within the time period specified, and in accordance with the directions of the Program Manager or his designee, as given from time to time during the progress of the Work.

a. The Contractor shall comply with and be subject to all terms, conditions, requirements, and limitations of the Contract and specifications and shall do, carry on, and complete the entire Work to the satisfaction of the Program Manager and/or his designee.

14. Protection of Work, Property, and Persons: The Contractor will be responsible for initiating, maintaining and supervising all safety precautions in connection with the Work. The Contractor will take all necessary precautions for the safety of, and will provide the necessary protection to prevent damage, injury, or loss to all employees on the Work and other persons who may be affected thereby.

a. The Contractor will comply with all applicable laws, ordinances, rules, regulations, and orders of local, state, and federal governments. The Contractor will erect and maintain, as required by the conditions and progress of the Work all necessary safeguards for safety and protection.

The Contractor will remedy all damage, injury, or loss to any property caused, directly or indirectly, in whole, or in part, by the Contractor, any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

b. In order to protect the lives and health of their employees under the Contract, the Contractor shall comply with all pertinent provisions of the “Manual of Accident Prevention in Construction” issued by the Associated General Contractors of America, Inc., and shall maintain an accurate record of all cases of death, occupational disease, and injury requiring medical attention or causing loss of time from Work arising out of and in the course of employment on Work under the Contract.

15. Inspection and Testing: All materials and equipment used in the construction shall be subject to inspection and testing to establish conformance with specifications and suitability for uses intended. The Contractor will provide all necessary inspection and testing for this project as described in the project plans, manual, and specifications and provide the results to the Owner.

a. Neither observations by the Contractor nor inspections, tests, or approvals by the Contractor’s agents, employees, or subcontractors shall relieve the Contractor from its obligations to perform the Work in accordance with the requirements of the Contract Documents.

b. The Contractor shall follow all local, state, and federal laws and/or ordinances.

16. Supervision by Contractor: The Contractor shall be solely responsible for supervising and directing his Work. The supervisor designated by the Contractor shall have full authority to act on behalf of the Contractor and all communications given to the supervisor shall be as binding as if given to the Contractor. The supervisor shall always be present on the Site to perform adequate supervision and coordination of the Work.

17. Correction of Work: The Contractor shall promptly remove from the premises all Work rejected by the Program Manager or his designee for failure to comply with their directions or Contract Documents, and the Contractor shall promptly replace and execute the Work in accordance with the approval of the Program Manager or their designee and without expense to the Owner and shall bear the expense of making good all Work of other contractors destroyed or damaged by such removal or replacement.

a. The Contractor shall replace, or repair Work rejected by the Program Manager in accordance with the directions of the Program Manager. If the Contractor fails to comply with those directions for repair or replacement, or if the Program Manager determines that the Contractor cannot or will not comply with these directions, then the Owner shall make the repair or replacement of the defective or nonconforming Work, and shall deduct the costs of performing such repairs or replacement from the Contract price and/or from funds held by the Owner.

b. If, in the opinion of the Program Manager, it is undesirable to replace any defective or damaged materials or to reconstruct or correct any portion of the Work injured or not performed in accordance with the Contract Documents, the compensation to be paid to the Contractor hereunder shall be reduced by such an amount as in the judgement of the Town Administrator shall be equitable.

18. Payment to the Contractor: Upon final completion of all Work and final inspection and acceptance by the Town, the Contractor shall submit a request for payment based on the bid unit prices and as-built quantities of Work and supported by such data as the Town Administrator may reasonably require. The Work will not be considered complete unless all defective or nonconforming Work has been repaired, replaced, or accepted with a deduction in the Contract price. Monthly progress payments will be made on the same basis.

19. Acceptance of Final Payment as Release: The acceptance by the Contractor of final payment shall be and shall operate as a release to the Owner of all claims and all liability to the Contractor other than claims in stated amounts as may be specifically excepted by the Contractor for all things done or furnished in connection with this Work and for every act and neglect of the Owner and other relating to or arising out of this Work.

20. Work Time: Work shall begin upon receipt of a written Notice to Proceed. This Project shall be complete in its entirety on or before the Completion Date as stated in the Agreement.

a. In the event the Work is not completed on or before the Completion Date, deduction for liquidated damages shall be made as defined in the section Liquidated Damages of the General Conditions.

21. Liquidated Damages: If the above Completion Date is not a met, a sum of money shall be deducted by the Town Administrator from monies due the Contractor as fixed, agreed, and liquidated damages in an amount as specified in the Agreement for each calendar day of delay until the Work is completed. The Contractor agrees that this amount is not a penalty, but is an appropriate amount to compensate the Town during the period of delay, for time and related expenses of Town personnel to continue monitoring the completion of Work and other overhead expenses necessarily incurred, for its loss of use of the funds to construct the Project, the loss of use of the land on which the Project is being constructed and adjacent Town property impacted by the Project.

22. Breaches and Dispute Resolution:

a. Disputes: Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Program Manager, who is the authorized representative of the Town. This decision shall be final and conclusive unless within ten (10) days of the receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Program Manager. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Program Manager shall be binding upon the Contractor and the Contractor shall abide by the decision.

b. Performance During Dispute(s): Unless otherwise directed by the Town, the Contractor shall continue performance under this Contract while matters in dispute are being resolved.

c. Claims for Damages: Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of their employees, agents, or others for whose acts they are legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

d. Remedies: Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Owner and the Contractor arising out of or relating to this Contract or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdictions within Knox County, Tennessee.

e. Rights and Remedies: The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an Owner approval of, or acquiescence in any breach thereunder, except as may be specifically agree upon in writing.

AGREEMENT

CONTRACT 2025-11

CAMPBELL STATION INN INTERIOR RENOVATIONS

This agreement made as of the…