RFP_2025-13_Farragut_Fiber_Locating_Emergency_Restoration_and_Maintenance_Services_Bid_Documents.pdf

Town of Farragut

Request for Proposals #2025-13

For

Fiber Locating, Emergency Restoration and Maintenance Services

All Proposals Must be Submitted To:

Farragut Community Center

239 JamesTowne Blvd

Farragut, TN 37934

Deadline for Proposal Submissions: Date: March 4th, 2025, 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

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Table of Contents

1. RFP Overview

1.1. Background 3

1.2. Purpose 3

1.3. Site Visits 3

1.4. Contract Term 3

1.5. Procurement Schedule 3

1.6. Project Objectives 4

1.7. Communications 4

1.8. RFP Amendments and Cancellations 4

1.9. Bid Submittal 5

2. Scope

2.1. Locating 6

2.2. Fiber Restoration 6

2.3. Maintenance 7

2.4. Maintenance of Traffic 7

2.5. Proposer Reviews 7

2.6. Building Access 8

3. Proposal Format

3.1. Submittal Instructions 9

3.2. Proposal Cost Form Instructions 10

4. Evaluation Procedure

4.1. Selection and Award Process 11

4.2. Scoring 12

4.3 Post Bid/RFP Information 13

5. General Terms and Conditions 14

6. Sample Contract 21

7. Attachments

A. Proposal Cost Form 25

B. Drug Free Workplace Affidavit 27

C. Non-Collusion Affidavit 28

D. Addenda Acknowledgement and Bid Certification

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1. RFP Overview

1.1 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. Utilizing the Congestion Mitigation Air Quality

(CMAQ) grant funding, the Town of Farragut has been able to establish an Advanced Traffic

Management System (ATMS) to help provide safer streets to our residents. We will be rolling out additional Fiber in the future.

1.2 Purpose

The purpose of this solicitation is to enter into an agreement with a qualified, knowledgeable, and skilled company to provide fiber locating services in accordance with all State of Tennessee laws* governing the locating and marking of underground facilities. As well as emergency restoration and maintenance services necessary to maintain existing and future fiber optic cable and conduit infrastructure.

All work assigned to the Contractor shall also be done in accordance with the Town of Farragut standards and specifications.

1.3 Site Visit

Individuals interested in viewing the vicinity of the work are encouraged to do so independently.

Bidders shall assume complete responsibility and liability for any and all visits. All bidders are urged to visit the Town prior to bidding and become completely familiar with the existing conditions within Town limits. Failure to comply with this requirement will not relieve the successful bidder of its obligation to carry out the scope of the resulting contract.

1.4 Contract Term

The contract term shall be for a period of three (3) years, commencing on the date of the signed contract, with two (2) optional one (1) year extensions, with the option to terminate by either party upon 45 days prior written notice.

1.5 Procurement Schedule

RFP Issue 01/24/2025

Deadline for Proposer Questions 02/25/2025 @5:00pm

Proposal Due 03/04/2025 @2:00pm

Intent to Award/ Contract Negotiations

Begin 03/05/2025

Board of Mayor and Alderman

Approves/Contract Signed 03/20/2025

*Tennessee Code

Title 65 - Public Utilities and Carriers (§§65-1-101- 65-37-104), Chapter 31 – Underground Utility Damage Prevention ACT (§§65-31-101- 65-31-120)

Section 65-31-118 – Design locate Request

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1.6 Project Objectives

The Town of Farragut recently completed an ATMS project that connected all 26 traffic signals within the town via 144 strand fiberoptic cable. There is currently approximately 30,000 linear feet of underground fiberoptic cable that has been installed at this time, and the Town of Farragut will be installing additional underground fiberoptic cable to connect the parks to our fiber grid in the future, which will also require field location and maintenance as needed. Proposals will be reviewed and selected by the Town of Farragut Engineering department under the direction of the

Town Engineer.

1.7 Communications

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

Department Procurement Division representative identified below:

Anissa Pratte, Staff Accountant,apratte@townoffarragut.org.

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

Bidders 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. Bidders should rely only on written statements issued by the Finance Department Procurement Division representative.

1.8 RFP Amendments and Cancellation

To ensure fair consideration for all bidders, any interpretations made to prospective bidders will be expressed in the form of an addendum to the specifications, if such information is deemed necessary for the preparation of the bid or if the lack of such information would be detrimental to the uninformed offer.

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 (www.vendorlink.com). 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.

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1.9 Bid Submittal

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

1.5. Bidders 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.

Bidders 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”

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

Town of Farragut

Community Center

Attn : Finance Department, Anissa Pratte

239 Jamestowne Blvd

The package to be delivered should be clearly labeled with the following:

• Confidential

• Bid for Town of Farragut Fiber Locating, Emergency Restoration and Maintenance

Services, RFP#2025-13

• Proposal Due Date and Time

• Proposer Name

• Proposer Address

• Proposer Phone Number

Bid Submittal Checklist o Cover Page with Signature o Proposal Cost Form o Addenda Acknowledgement Form & Bid Certification o Drug-Free Workplace Form Signed o Non-Collusion Affidavit Form Signed o W-9, filled out and signed o If you intend to utilize a sub-contractor, please include the following forms with the sub-contractor’s applicable signatures.

▪ Drug-Free Workplace Form Signed

▪ Non-Collusion Affidavit

▪ W-9, filled out and signed

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2 Scope The Town of Farragut is looking for one (1) company to provide fiber locating, emergency restoration and maintenance services. These services are necessary to maintain existing and future fiber cable and conduit infrastructure. Overhead cable does exist, but the majority of the cable is buried.

2.1 Locating

A. The Proposer will be registered with TN 811 and follow all TN 811 guidelines.

www.tenn811.com.

B. Respond to all calls relating to TN 811 inquires, emergency dig tickets, or any other TN 811 tickets (including remarking).

C. Mark lines (including remarking) as tickets are received. Work and close tickets within TN 811 allowed time.

D. Pay any costs associated with mismarking, including repair to utilities (Town and others), damages due to lost services, materials, labor, road repair, etc.

E. Documents all incidents by taking photos with a measuring device on the ground showing the distance from the mark. This documentation is required for both mismarked and “correctly marked” lines. The Town will seek damages from any utility that does not follow TN 811 regulations and will need this documentation.

2.2 Fiber Restoration

A. Provide fiber restoration and maintenance services necessary to maintain The Town of Farragut fiber optic cable and conduit infrastructure.

B. Have adequate equipment and sufficient, competent, and dependable personnel capable of performing various types of fiber optic repair needed in the field, including mid-span fusion splicing, trunk splicing, OTDR testing, fiber enclosure installations, termination of fiber inside fiber trays and full fiber sections replacement. Work to be performed under direct supervision of a Supervisor experienced in Fiber Broadband.

C. Perform all clearing, installation of ducts, handholes, grounding, placement of backfill and compaction, restoration of right of ways, fiber optic cable pulling, splicing, termination, testing and all other specifications.

D. Have the capability to install both open trench and directional bored conduit for new installation and replacement of damaged conduit. Have the capability to perform aerial work as needed for installation, maintenance and repair.

E. Properly backfill all excavations. Fully restore all streets and highways, including sidewalks and public or private driveways, to the satisfaction of the Town. Final restoration must restore the area back to normal state. Area must be cleaned, smoothed, seeded, and straw in place. All

Town of Farragut procedures must be followed.

F. Service to a fiber optic cable infrastructure includes any item of a complete fiber cable run between and to termination patch panels, including termination patch panels, terminations at patch panels, fiber optic cable, fiber cable splices, pole/building attachments, fiber cable related guy/suspension wires/anchors, loop and splice enclosures/boxes, etc.

G. For services affecting emergency restoration, be available to perform services 24 hours a day, every day of the year.

H. On occasion, Proposer may be required to work in close proximity to the rail right-of-way.

Proposer will be required to follow all rail right-of-way procedures and with with the Town of

Farragut on obtaining proper permits for work. Any future permits or fees required by the

Railroad will be the responsibility of the Town of Farragut.

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I. Provide the Town with a list of telephone numbers that will be answered at all times by the

Proposer’s personnel. Alternatively, an answering service that can contact the Proposer immediately may be used.

J. For emergency restorations that do not affect service (e.g. if non-used fiber strands are damaged and need to be repaired), complete all services as scheduled by the Town.

K. Test all repaired fiber optic cable and submit test results to the Town.

L. Coordinate utility locates before commencing any work.

M. Repairing any damage or breaks in fiber, at your expense, if the fiber break is caused by mismarking or failure to complete the locate ticket on time.

N. Perform temporary restoration when damage is so severe that four (4) hour restoration cannot be completed. Have temporary splice cable in place to restore critical services within 4 hrs after damage is assessed, then start final restoration/repair and complete within 5 days.

O. Notify the Town of any breaks, events, or incidents immediately. If the event is FEMA related, use the Preliminary Damage Assessment Report.

P. Keep documentation of every restoration and send to the designated Town point of-contact at each step:

a. Time the call was received

b. Pictures of event immediately as they arrive on site (regardless of fault)

c. Damage assessment (writing and pictures)

d. Repair (how was repaired (writing) and pictures showing temporary and final restoration.

2.3 Maintenance

A. Install additional, and improve and maintain existing, fiber optic infrastructure and documentation on an as-needed basis.

B. Inspect the entire network each year unless otherwise directed by the Town of Farragut.

Inspection includes bi-directional OTDR testing of all unused strands, checking condition handholes, and aerial fiber condition.

C. Provide troubleshooting and analysis on fiber circuits as requested by the Town. This troubleshooting will include bi-directional OTDR testing and power meter testing. Analysis including instrument output charts will be provided. After completing and communicating any issues, request approval to correct issues. During outages, fiber testing and troubleshooting may require emergency response.

2.4 Maintenance of Traffic

A. MOT includes the planning, furnishing, installing, maintaining, and removing of traffic control and safety devices. MOT is incidental for all maintenance tasks, except when the work is within

15 feet of the edge of travel or when a lane closure is needed.

B. Any work where your personnel are in a travel lane requires appropriate lane closures. Submit a request for a lane closure to the Town for approval of the proposed lane closure. The Town will give you a list of all contacts that you must notify of the lane closure.

C. Traffic control must meet Tennessee Department of Transportation (TDOT) requirements and traffic control procedures. Traffic control and lane closures is the responsibility of the Proposer.

2.5 Proposer Reviews

A. The Town may periodically review project control and management procedures to ensure that project performance conforms to Town procedures, plans, specifications, and Contract provisions.

Assist the Town designated representative in these reviews.

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B. When deficiencies are identified in a review, immediately implement remedial action to eliminate any deficiencies. Remedial actions may include further training of the personnel (in scope and/or frequency), subdivision of staff responsibilities, addition of staff, or replacement of personnel whose performance is considered inadequate.

2.6 Building Access

Provide access into buildings by transitioning from HDPE pipe to exterior conduit, penetrating exterior, routing cable to demarcation point, and grounding. The work must follow all local, state, and federal codes. Submit the work for Town approval.

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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 o A letter on letterhead stationary signed by an authorized representative submitting the proposal, containing;

▪ A statement that the proposal is submitted in response to the

Request for Proposal for Fiber Locating, Emergency Restoration and Maintenance Services, RFP# 2025-13.

▪ A statement indicating which individual by name, title, address, phone number and email address is authorized to propose to, negotiate with, and contract with the Town on behalf of the organization

▪ The signature of the person listed in #2.

• Table of Contents

• Section 1 – Proposal Description o Proposal must address but is not limited to all items in the Scope of

Work.

▪ A brief synopsis of the Proposer's understanding of the Town’s needs and how the Proposer plans to meet those needs. This must provide the Town with a broad understanding of the Proposer’s entire proposal.

▪ A narrative description of the proposed plan to achieve the objectives and requirements outlined in the Scope of Services.

▪ A detailed proposed schedule.

▪ Explanation of any assumptions and constraints.

▪ Identification of any additional services proposed.

• Section 2 – Experience o Proposer’s full legal name (e.g. Fiber Company, LLC).

o Place(s) of incorporation o Federal Tax Identification Number o Number of years Proposer has been in business under its current name, prior business names, and a short corporate history of the firm.

o A statement that the Proposer has demonstrated capacity to perform the required services. Include an executive summary highlighting the qualifications of the Proposer.

o List any applicable licenses or permits presently held and indicate ability to obtain any additional licenses or permits that may be required.

o A statement that the Proposer has an organization that is adequately staffed and trained to perform the required services or demonstrate the capability for recruiting such staff.

RFP#2025-13 Fiber Locating, Emergency Restoration and Maintenance Services Page 9 of 29 o For every contract Proposer has entered into in the past three years (including ongoing contracts) for similar services, list (Tennessee contracts first):

▪ Date of completion and duration of the contract.

▪ Type of service.

▪ Total dollar amount contracted for, and amount received.

▪ Location of area served.

▪ Name, address and contact information of agency with which contracted and agency person administering the contract.

▪ If none, so state.

o If any of those contracts were terminated before the original termination date:

▪ Date of termination and duration of each contract.

▪ Reason for termination.

▪ If none, so state.

o All controlling interests in any other firms providing similar products or services, and financial interest in other lines of business. If none, so state.

• Section 3 – Subcontractor Information o A written description of subcontracting activities that includes the full legal name and address of the subcontractor, type of work to be performed and percentage of the total work of the proposal.

• Section 4 – Insurance o Submit evidence of ability to obtain insurance in the amounts and coverages stated in the Town of Farragut Terms and Conditions.

• Section 5 – Cost Information o A complete cost proposal of all items identified on the Bid Form, and a description of any other costs the Town might have to pay.

• Section 6 – Additional Requirements o A statement outlining any exceptions to the Town’s requirements or clarifications to the requirements.

o Description of any litigation, pending or judgement rendered in the past 5 years.

• Section 7 – 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 Drug Free Workplace Affidavit o Non-Collusion Affidavit

3.2 Bid Form

Cost is to be filled out on the attached pricing sheet (Proposal Cost Form) 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

• Drug Free Workplace Affidavit

• Non-Collusion Affidavit

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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.

Selection will be based on determination of which proposal will best meet the needs of the Town.

The Town reserves the right to accept or reject any or all proposals, to waive irregularities and technicalities, and to request resubmission or additional information. The Town is the sole judgement of the proposals, and the only entity qualified to determine which proposals best meet the Town’s needs. The Town’s decision is final.

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. Evaluations: The Town will evaluate proposals according to the criteria outlined in the

RFP.

c. Interviews: The Town may select proposers to interview prior to contract execution.

d. Final Ranking: The Proposer with the highest-ranking score will advance to the negotiation stage.

e. Negotiations: The Town will select a finalist vendor to participate the Fiber Locating, Emergency Restoration and Maintenance Services negotiations. The final contract award recommendation will be made to the Town Administrator.

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

Mayor and Aldermen.

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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 Town’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

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

Proposers understanding of the project scope and goals to provide Fiber

Locating, Emergency Restoration and

Maintenance Services

7 35 Points

Experience of the Proposer in providing comparable services to other government agencies

4 20 Points

Cost 3 15 Points

Experience, qualifications, technical competence and availability of proposed equipment and personnel assigned.

6 30 Points

Maximum Technical Points 100 Points

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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

• Other Factors not listed above

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.

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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.

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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 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.

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

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.

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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.

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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.

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.

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

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.

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.

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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

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AGREEMENT

Contract No. 2025-13

Fiber Locating, Emergency Restoration and Maintenance Services

This agreement made as of the ______ day of _______ in the year 2025 by and between the;

TOWN OF FARRAGUT (Hereinafter called Owner) and 11408 Municipal Center Drive

(Hereinafter called Contractor)

WITNESSETH THAT OWNER and CONTRACTOR in consideration of the mutual covenants hereinafter set forth agree as follows:

ARTICLE 1. WORK

The Contractor shall perform all Work as specified or indicated in the Contract Documents for the completion of the project generally described as follows:

Completion of fiber locating, emergency restoration and maintenance services as directed per each Work Order to minimum contract specifications.

ARTICLE 2. ADMINISTRATOR

The Town Engineer will act as Administrator in connection with completion of the work in accordance with the Contract Documents.

ARTICLE 3. CONTRACT TIME

The work shall begin upon receipt of a written notice to proceed from the Town Engineer and shall be completed on or before _____________.

ARTICLE 4. CONTRACT PRICE

The Owner will pay the Contractor for the performance of the contract in current funds for the total quantities of work performed at the prices stipulated in the bid for the several respective items of work completed, the total amount to be due upon completion and final acceptance of the Work, and the receipt of lien releases from the Contractor and all Subcontractors.

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ARTICLE 5. CONTRACT DOCUMENTS

The Contract Documents which comprise the contract between Owner and Contractor are attached hereto and made a part hereof and consist of the following:

A. Agreement

B. Instructions to Bidders

C. Special Conditions

D. General Conditions

E. Specifications for Fiber Locating, Emergency Restoration and Maintenance

Services

F. On-Call Work Order(s)

G. Contractor's Bid

H. Addenda Numbers ______________________________

I. Change Orders, duly delivered and executed by each party execution of this

Agreement.

J. Affidavits and Certifications

ARTICLE 6. MISCELLANEOUS

A. Neither Owner nor…