RFP_No_2026_07_GIS_Prof_Services_Addendum_1.pdf

Town of Farragut

Addendum 1

RFQ No. 2026-07

GIS ProfessionaI Services o510912025

The proposer acknowtedges this addendum shatt modify and become a part of the originat soticitation document. The Proposer further acknowtedges that shoutd it be determined at the time of the bid opening that the Proposer has faited to acknowledge receipt of ALL issued addenda; the proposer's Bid submission shatt be rejected. The Proposer understands that any verbaI representation made or assumed to be made during any oraI discussion hetd between Proposer's representatives and any Town personnet is not binding. Onty the information issued in writing and added to the specifications by an officiat addendum is binding.

e1. On pg. 6 of the RFR under 3. Proposat Format, there is no Section 3. Shoutd the proposer renumber the sections, or keep Section 3 btank?

A1. Ptease find updated bid documents with updated section 3.

Q2. On pg.7 otthe RFp, under section 7, the form statement of lttegat lmmigrants is tisted. This form is not in the RFp. ls this a form the Town witt provide, or is this a statement that the proposer shoutd offer stating that they witt not do business with ittegat immigrants?

A2. ptease find updated bid documents with updated section the Statement of lttegat lmmigrants form attached.

Q3. Does the Town possess an ArcGlS Ontine account?

A3. Yes, the Town has an ArcGlS Ontine Account.

e4. Are Contractors expected to provide hosting services, or witt att GIS work be conducted using the Town's existing inf rastructure?

A4. We currentty use Town lnfrastructure and ESRI ontine storage.

Q5. lf possible, ptease note any Town departments that have historicatty been primary users of GIS support or that anticipate new or growing needs in the coming years.

A5. Engineering, Public Works, Parks & Recreation, Planning & Codes, Administration

Q6. Are there specific datasets or systems the Town expects the Contractor to update or maintain during the project (e.g., parcel data, permit locations, address points, interactive a p ptications/dash boards)?

A6. Updates to our public infrastructure resources (streets, public ped facitities, pubtic storm sewer system' street lights, etc. We also need the GIS maps to be updated on a consistent bases so it can be utitized with our permitting software.

Q7. Coutd the Town share its estimated not-to-exceed cost for this effort to hetp guide our proposed staffing and resource ptanning?

A7. our Fiscal Year Budgettor 2026 Gts services wiI be gcs,soo.oo

Q8. woutd the Town consider extending the due date deadtine to attow responders to adjust responses to more accuratety meet the city's needs based on the responses to the e&A?

A8. No, the current proposal deadline stitt stands, June sth,212sat 2:00pm. proposals are to be received by the Town no later than the date and time indicated in Section 1.2. proposers assume the risk of the method of detivery. The Town assumes no responsibitity for detays caused by any detivery service. Postmarks wilt not be accepted as proof of receipt. Emaited proposals will not be accepted. A Proposer's failure to submit a proposal as required before the deadtine may cause the proposat to be disquatified.

Q9. Does the Town have an incumbent that is currentty working on these tasks?

A9. AECOM Technical services, lnc.

Q10. Witt more than one respondent be awarded work specificatty retated to the activities thal may be added under "Scope.',

410. No, the Town is onty picking one respondent.

Q1 1. What version of Esri software does the Town use?

A1 1. ArcGlS Pro 3.3 and ArcGlS Desktop 10.8 for the desktop ctients.

Q12. How many departments are currentty using GIS and how many GIS tayers does the

Town currentty have?

A12. Engineering, PLanning & Codes, and Administration currently utitize our current

GIS services. We anticipate Publ,ic Works and Parks & Recreation to utitize it more in the future.

A[[ communications regarding this RFP must be submitted via emaiI to the Finance Department representative identified below:

Anissa Pratte, Staff Accountant apratte@townoffarragut.org

The Staff Accountant witt be the sote point of contact for this RFP.

L1lf E C[.0.98R. G0 FURTHER atta t Town of Farragut

Request for Proposats #2025-19 For

GIS ProfessionaI Services

Al,t Proposats Must be Submitted To:

Farragut CommunitY Center 1 1408 MuniciPat Center Dr

Farragut, TN 37934

Deadl,ine for Proposat Submissions: Date: June 51h,2025, Time: 2:00 PM

PLEASE COMP LETE AND SUBMITTHIS FORM WITH YOUR BID

lf submitting a "No Proposat" state reason

Authorized Signature Titte (Printed)

Name (Printed)

Company Name DBA, lf Appl,icabte

Street Address Phone Number

City, State, Zip Code EmaiI Address

FEIN:

RFP No. 2026-07 GIS Professional Services

Date

Page 1 ot 26

A

Tabl,e of Gontents

1. RFP Overview

1.1. Purpose

1 .2. Procurement Schedute

1.3. Communication

1.4. RFP Amendments and Canceltations

1.5. Proposal SubmittaI and Bid Submittat Checktist

2. Scope

3. Proposal Format

3. 1 . SubmittaI lnstructions

3.2. Fee Schedute

4. Evatuation Procedure

4.1. Setection and Award Process

4.2. Scoring

4.3. Post Bid/RFP Additionat lnstructions

5. Town of Farragut Generat Terms and Conditions

6. Town of Farragut Sampte Agreement

7. Appendix

7.1. Addenda Acknowtedgement and Bid Certification

7 .2. Drug Free Workptace

7.3. Non-Coltusion Affidavit

7.4 Statement of lllegal lmmigrants

RFP No. 2026-07 GIS Professional Services Page 2 ol 26

1 RFP Overview

1.1 Purpose

The Town of Farragut ("Town") is soticiting proposats from quatified firms (hereinafter "Proposer") to provide Geographic lnformation Systems (GlS) ProfessionaI Services that meet a wide spectrum of the Town's business requirements for geospatiaI knowtedge that support decision-making.

The GIS funding wiu, be estabtished annuatty, subject to budget appropriations and prioritizations'

1.2 Procurement Schedute

RFP lssue osl01/2025

Deadtine for Propose r Questions 05/2912025 @5:00

ProposaI Due 06/0512025 @2:00pm

RFP Evaluations 06/10/2025 lntent to Award/ Contract Negotiations Begin

06111/2025

Board of Mayor and Atderman Ap p roves/Co ntra ct Sign ed

0612612025

1.3 Communications

At[ communications regarding this RFP must be submitted via emait to the Finance Department

Procurement Division representative identified betow:

A n i ssa P ratte, St af f Ac c o u n ta n t, i:-PLatle-€i\ t crwu:l.LaLLagu t . o r g, The staff Accountant witl, be the sole point of contact for this RFP.

proposers contact with anyone else in the Town is forbidden and may result in disqualification of the Proposer,s bid. Further, any oral communication witt be considered unofficial and non-binding on the Town. Bidders shoutd rely only on wrilten stateri?ents issued bythe Finance

D e p a ftm e nt P roc u re me nt D ivi s i o n re p res e ntative.

1.4 RFP Amendments and Gancettation

To ensure fair consideration for att proposers, any interpretations made to prospective proposers witt be expressed in the form of an addendum to the specifications, if such information is deemed necessary for the preparation of the proposat or if the tack of such information woutd be detrimentaI to the uninformed offer.

The Town reserves the right to amend this RFP in writing at any time. The Town atso reserves the right to cancel or reissue the RFP at its sote discretion. lf an amendment is issued, it witt be posted on the Town's website www.townoffarragut.org and also on Vendorlink (www.vendortink.com). lt is the Proposer's responsibiLity to ensure that the Town's website and Vendortink is reviewed for RFP changes prior to submission of proposat.

RFP No. 2026-07 GIS Professional Services Page 3 ot 26

1.5 Proposal Submittal

Proposats are to be received by the Town no later than the date and time indicated in Section 1 .2.

Proposers assume the risk of the method of detivery. The Town assumes no responsibitity for detays caused by any detivery service. Postmarks witt not be accepted as proof of receipt. Emaited proposats wi[[ not be accepted. A Proposer's failure to submit a proposal as required before the deadtine may cause the proposat to be disquatified.

Proposers must submit in a sealed package:

r One (1) bound paper copy ctearly marked ,,Origina[,, o One (1) etectronic copy (a singte .pdf fite containing al.t submitted materiaI including the pricing sheet), on a USB drive. ln the event of a discrepancy between the electronic version and hard copy, the response in the hard copy (Originat) witt prevait.

r Three (3) bound paper copies ctearty marked .,Copy,, o Fee schedule in a separate seated envelope (see section 3.2 Fee schedute)

The proposal package shatt be maited, couriered, or hand detivered to the Town at:

Town of Farragut Attn : Finance Department, Anissa Pratte 11408 MunicipaI Center Dr Farragut, TN 37934

The package shoutd be clearty tabeted with the foil.owing:

r Conf identiaI o Proposal. for RFP No. 2025-19 GIS professionaI Services r Proposal Due Date and Time r Proposer Name . ProposerAddress

Proposer Phone Number

Bid Submittal Checktist o Cover Page with Signature o Fee Schedute (in a separate sealed envetope) o Addenda Acknowledgement Form & Bid Certification o Drug-Free Workptace Form Signed o Non-Cottusion Affidavit Form Signed o Statement of Compliance Certificate lttegat lmmigrants

RFP No. 2026-07 GIS Professional Services Page 4 ol 26

2. Scope The Town of Farragut witt be accepting statements of quatifications from professionaI consutting/engineering firms to provide services for Gls Services.

The fottowing tist of activities may be assigned to the Contractor by mutuaI agreement between both parties, during the agreement terms:

r Att geographic information systems (GlS) retated work to inctude but not timited to database maintenance, mapping, and anatysis; al[ reasonabte GIS needs in genera[.

o Provide reasonabte, generaI assistance to Town staff or other governmentaUprivate agencies authorized for collaboration by the Town staff . This may or may not involve GIS depending on the expertise of the Contractor.

The Town shatt have the option of negotiating the expansion of this scope of work under this agreement. Any such expansion shatt be governed by the provisions of this agreement. The fottowing activities may be added at some point during the agreement term upon mutuaI agreement by both parties:

r Asset, Contract and Program Management r Data Warehousing r Surveying (inctuding CCTV pipe surveys) o Phase l/ll EnvironmentatAssessments o EnvironmentaI lmpact Statements r HMMAT Management (Asbestos, Lead Based Paint, Motd) r Master Ptanning r Transportation and lnfrastructure assessment and design o Americans with Disabitities Act (ADA) lnf rastructure Anatysis and Comptiance r Buitding lnspection Services

RFP No. 2026-07 GIS Protessional Services Page 5 of 26

3. Proposal Format

3.1 SubmittaI Instructions

Proposats shoutd be prepared simpty and economicatty, and provide a straightforward, concise description of proposed products and services to satisfy the requirements of the RFp.

Emphasis shoutd be on compteteness and ctarity of content. Sates and marketing brochures are not to be inctuded.

Proposals must be organized in an outtine as foltows:

r Cover Letter o A letter on letterhead stationary signed by an authorized representative submitting the proposat, containing;

. A statement that the proposaI is submitted in response to the Request for Proposat for Gls ProfessionaI services, RFp No. 2o2s-19.

. A statement indicating which individuat by name, titte, address, phone number and email address is authorized to propose to, negotiate with, and contract with the Town on behatf of the organization

. The signature of the person tisted in #2.

o Table of Contents r Section 1 - Proposal Description o Proposal must address but is not timited to atl 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 proposat.

. A narrative description of the proposed ptan to achieve the objectives and requirements outtined in the Scope of Services.. A detaited proposed schedute.

. Explanation of any assumptions and constraints.

. ldentification of any additionaI services proposed.

o Section2-Experience o Proposer's futl [ega[ name (e.g. GIS Company, LLC).

o Ptace(s)ofincorporation o FederaI Tax ldentification 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. lnctude an executive summary hightighting the quatifications of the Proposer.

o List any applicabte licenses or permits presentty hetd and indicate abitity to obtain any additiona[ [icenses or permits that may be required.

o A statement that the Proposer has an organization that is adequatety staffed and trained to perform the required services .

o For every contract Proposer has entered into in the past three years (inctuding ongoing contracts) for similar services, tist (Tennessee contracts first):

RFP No. 2026-07 GIS Professional Services Page 6 of 26 a

' Date of completion and duration of the contract'

' TYPe of service' .TotaIdottaramountcontractedfor,andamountreceived.

. Location of area served.

, Name, address and contact information of agencywith which contractedandagencypersonadministeringthecontract.

' lf none, so state.

r lf any of those contracts were terminated before the origina[ termination date:

r Date of termination and duration of each contract' . Reason for termination' I lf none, so state.

o Att controtting interests in any other firms providing similar products or services, and financiat interest in other tines of business. lf none, so state.

Section 3 - Technicat CaPabititY o Present a wett-articutated work plan that describes the approach and methodotogy the Proposer intends to use to accomptish the required scope of services. This work ptan shatt establish that the Proposer understands the objectives and work requirements of this RFP and that the Proposer has the abitity to satisfy those objectives and requirements.

o Discuss how you witt attocate staff ing resources to f utfitt the requirements of this RFP.

o Examptes of appticabte work product(s) performed byyourfirm.

Section 4 - lnsurance o Submit evidence of abitity to obtain insurance in the amounts and coverages stated in the Town of Farragut Terms and Conditions.

Section 5 - AdditionaI Requirements o Description of any Litigation, pending or judgement rendered in the past 5 years.

Section 6 - Att forms required by the Town to be fitted out and signed.

o Request for ProposaI Coversheet (signed) o Addenda Acknowtedgement and Bid certification form (signed) o Drug Free WorkPtace Affidavit o Non-CottusionAffidavit o Statement of lttegat lmmigrants a a a proposats shoutd be on I Vzxll paper and be printed on both sides. Responses should have no more than one hundred (100) pages of content. The fottowing items do not count toward the totaI content page timit:

r Request for ProPosaI Coversheet o Addenda Acknowtedgement and Bid Certification Form

. Drug Free WorkPtace Affidavit r Non-ColtusionAffidavit r Statement of lttegat lmmigrants

RFP No. 2026-07 GIS Professional Services Page 7 ot 26

3.2 Fee Schedule

A professional fee schedute shoutd be inctuded in a separate seated envetope. The fee schedute should list hourty rates for appticabte professionals as wetl as any other generat or administrative fees typicatty bitted by the firm. The fee schedute shoutd also state the interval at which rates are typicatty reviewed and/or increased and shoutd detait any anticipated cost assumptions or quatifications.

To compare estimated costs, on a separate sheet, ptease tist staff bitting & rate categories that woutd perform the fottowing programmatic tasks:

o Data cotlection & organization r GIS mapping . Story mapping r Attending advisory counciI meetings (in-person or virtuat)

4. Evaluation Procedure

At[ proposals witt be subject to a review and evatuation process. lt is the intent of the Town that att proposers responding to this RFP, who meet the requirements, witl be ranked in accordance with the criteria estabtished in these documents. The Town witt consider at[ responsive and responsibte proposats received in its evatuation and award process.

Setection witt be based on determination of which proposal witt best meet the needs of the Town.

The Town reserves the right to accept or reject any or at[ proposats, to waive irregutarities and technicatities, and to request resubmission or additional information. The Town is the sote judgement of the proposals, and the onty entity quatified to determine which proposats best meet the Town's needs. The Town's decision is finat.

4.1 Setection and Award Process

The Town wit[ fottow the evaluation steps outtined below:

a. Comptiance:After receiving att submittats bythe due date and time, a pretiminary evatuation by the Town may determine whether each received proposaI is comptete and comptiant with att instructions and/or submittat requirements in the RFP. Any proposats that are incomplete or that do not compty with the instructions and/or submittat terms and conditions may be rejected and exctuded from further consideration. Vendor proposals, which are compliant, are advanced to the written evatuation stage.

b. Evaluations: The Town witl evaluate proposats according to the criteria outtined in the RFp.

c' lnterviews: The Town may setect proposers to interview prior to contract execution.

d. FinaI Ranking. The Proposer with the highest-ranking score wit[ advance to the negotiation stage.

e. Negotiations: The Town witl setect a finatist vendor to participate the GIS professional

Services. The finat contract award recommendation witt be made to the Town Administrator.

t. Contract Award: The contract for this RFP wil,t be approved and awarded by the Board of Mayor and Atdermen.

RFP No. 2026-07 GIS Professional Services Page I ol 26

4.2 Scoring

An adjective-based scoring system shatt be apptied to the non-price factors throughout the evatuation process for the evatuation of the written responses and the oraI presentation/informal interviews (if requested). A score of 0 is the least favorabte and a score of 5 is the most favorabte in atl sections. For evatuation purposes, the term "Responsibte" means: A business entity or individuat who is futty capabte to meet att of the requirements of the soticitation and subsequent contract. Must possess the futt capabitity, inctuding financial and technicat, to perform as contractualty required and be abte to futty document the abitity to provide good faith performance'

The proposer,s response witt be scored by Committee members in accordance with the fottowing scate:

Q= No information provided for the specific criteria. Proposer faited to address the criteria' No documentation was Provided.

l= ,,Poor": Proposal is tacking or inadequate in most basic requirements for the specific criteria.

l= ..Betow Average": ProposaI meets many of the basic requirements for the specific criteria but is lacking in some essentiaI aspects.

g= ,,Average": ProposaI adequatety meets the minimum requirements of the specific criteria and is generatty capable of meeting the Town's needs.

!= ,Above Average": ProposaI more than adequatety meets the minimum requirements of the specific criteria and exceeds those requirements in some respect.

g= "Exceltent": ProposaI exceeds the minimum requirements in most aspects of the specific criteria

Note: The Evatuation Committee member's score times the "weighted value" assigned to the different sections tisted here equals the totat score for that section. (EXAMPLE: Maximum score of 5 X's weighted vatue of 10 = Maximum of 50 points)' ln the case of a Tie Bid/Score, if there are no federal funds in the project. ties witt be determined by one of the fottowing factors at the Town's discretion:

o Delivery Schedule r Previous CompanY Performance r Vendor Location o Other Factors not listed above

Criteria Weighted Vatue Points

Written Evatuation

Retated experience of the firm and key staff with simitar projects 7 35 Points

References, credentiats and/or recommendations from ast ctients.

5 25 Points

Firm's approach to the Projects and timetine of deLive of services.

6 30 Points

Cost 2 10 Points

Maximum TechnicaI Points 100 Points

RFP No. 2026-07 GIS Professional Services Page 9 of 26

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I

I

_l J

4.3 Post Bid/RFP Additional, lnformation

Shoutd a proposer wish to protest a bid/RFP, the bidder shatt submit a protest Bond to the Town of Farragut in the amount of 50/o of the protestor's bid amount within seven catendar days of the Bid/RFP opening.

Each Bidder shat[ be prepared, if requested by the Town of Farragut, to present evidence, quatifications, and tinanciaI abitity to carry out the terms of the contract.

RFP No. 2026-07 GIS Professional Services Page 10 ot 26

2, Town of Farragut General Terms and Conditions

The fottowing terms, conditions and instructions appty (untess otherwise noted) to al,[ of the Town of Farragut soticitations whether they are quotations, bids, proposats, requests for quatifications or other types of soticitations. The term "vendor" is used cottectivetyfor bidder, vendor, proposer, quoter, contractor and at[ other terms imptying 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.

ACCEPTANCE-AGREEMENT. Vendors shaLl, hotd their price firm and subject to acceptance by the

Town of Farragut for ninety (90) catendar days from the date of the solicitation opening untess otherwise directed by the Town of Farragut.

AWARD/REJECTION OF RESPONSES. Awards are made to the responsibte vendor comptying with the conditions of the soticitation 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 atl responses and to waive any informatity in the responses received whenever the Town of Farragut determines that such rejection or waiver is in the Town of Farragut's best interest.

INTERpRETATIONS. The Town of Farragut is not responsibte for orat interpretations of specifications.

Submit written requests for interpretation as indicated in a soticitation document. Addenda (officiat changes to or interpretations of specifications) are posted to the Town of Farragut's web page. lt is the vendor's responsibitity to examine the web page for addenda. Al,t addenda become part of the contract, and attvendors/vendors are bound bysuch addenda.

usE oF soLlclTATloN FoRMS. Vendors are to comptete the forms contained in the solicitation package. Faiture to comptete these forms may resutt in the rejection of your response.

Vendors are not to change the pricing method that is on the soticitation document untess the

Procurement/Finance office approves the change.

BID WITHDRAWAL. A Vendor may withdraw or amend a soticitation response before the date and timesetforthereceiptof bidswithoutstatingareason. BidsmaynotbewithdrawnwithouttheTown of Farragut's approval after the bid opening. lf granted, withdrawa[ after the due date is non-reversible. Bid withdrawa[ may affect your bid bond (if any).

GOVERNING LAW. This Agreement shatt be governed by the laws of the state of Tennessee and the

Codes of the Town of Farragut ("Town").

ALTERATIONS OR ADMENDMENTS. Atterations, amendments, changes, modifications or additions to the Purchase Order shatt not be binding without the Town of Farragut's prior written approva[.

4.

5.

RFP No. 2026-07 GIS Professional Services Page 11 ot 26

8 APPROPRIATION. ln 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 andlor services, awards and/or contracts sha[[ terminate upon the expenditure or previousty appropriated funds with no further obtigations owed to or by either party.

COMPENSATION AND PAYMENTTERMS. For the comptetion of the Work, the Town of Farragut shail.

payVendorthecontractsumsetforthinthepurchaseorderand/orcontract. paymentsmaybemade in amounts which are consistent with the percentage of goods/non-professionat services compteted and invoiced by the Vendor as set forth in the purchase order.

The Town's detivered payment terms are payment within thirty (30) days except where the taw provides otherwise. Payment may be sooner where cash discounts are offered for early payment, however, cash discounts offered witt not be considered in determining towest bidder. ln no event wit[ 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 tiabte for detays in payment caused by the failure of the Vendor to send an invoice to the address referenced herein.

INSPECTION/TESTING. Payment for the goods detivered does not constitute acceptance of the goods. The Town of Farragut has the right to inspect the goods and to reject any or att of the goods which are in the Town's judgment defective or nonconforming. Goods rejected and goods supptied 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 al[ expenses of unpacking, examining, repacking and reshipping those goods. ln the event the Town receives goods whose defects or nonconformity are not apparent on examination, the Town reserves the right to require replacement, as wetl as payment of damages. Nothing contained in this purchase order witl retieve in any way the Vendor from the obtigation of testing, inspection and quatity controt.

ln the award of a construction contract/purchase order the Vendor is responsibte for thoroughty inspectingthesiteoftheproposedworkandforbecomingfamil.iarwiththeworkcircumstances. The vendor's faiture to do so wi[[ not result in additional payments to the Vendor.

PROPERW RIGHTS AND COPYRIGHT PROHIBITION. The Vendor agrees that att 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 shail be the Town of Farragut's property. The Vendor specificatty waives and/or reteases to the Town of Farragut any cognizabte property right of the Vendor to copyright, license, patent, or otherwise uses such information, data, find ings, recommendations, responses, et cetera.

PRICE WARRANW. Vendor warrants that the prices for the goods or non-professionaI services sold the Town are not less favorable than those currently extended to any other customer for the same or similar goods or non-professionaI services in simitar quantities. ln 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 correspondingty. The Vendor warrants that prices shown on this purchase orderlagreement are complete, and no additionat charges of anytype witt be added without the Town's express written consent. Any additionaI charges inctude, but are not timited to, shipping, packaging, [abeling, custom duties, taxes, storage, insurance, boxing, crating.

1.1

12.

RFP No. 2026-07 GIS Professional Services Page 12 of 26

1,3.

1.4.

15.

16.

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

DELIVERY. Att detiveries shatt be to the designated Town of Farragut property, and they must be

Freight On Board (FOB)Town of Farragut, Tennessee with al,t detivery, handting, surcharges and other charges inctuded in the bid price. Faiture to do so may cause rejection of the bid.

EXPENSES INCURRED. Att expenses incurred in the preparation and submission in response to a solicitation shatt be borne bythe Vendor.

INDEMNIFICATION/HOLD HARMLESS. The Vendor shatt indemnify, defend, save and hotd harmless the Town of Farragut, its Mayor of Board, Atderman and employees from atl suits, ctaims, actions or damages of any nature brought because of, arising out of, or due to breach of the agreement byvendor, its sub-vendors, supptiers, agents, or emptoyees or due to any negtigent act or occurrence or any omission or commission of vendor, its sub-vendors, supptiers, agents or emptoyees.

INSURANCE. AVendorworking on theTown of Farragut property sha[[ purchase and maintain during the tife of this Agreement, insurance coverage which witl, satisfactority insure Vendor against ctaims and tiabitities which arise because of the execution of this Agreement, with the minimum insurance coverage as fotlows:

a. Commerciat General Liabitity lnsurance, with a timit of $1,000,000 for each occurrence and $2,000,000 in the generalaggregate.

b. Automobite Liability lnsurance, with a timit of $1,0OO,OOO for each accident, combined singte timit for bodity injury and property damage.

Worker,s Compensation lnsurance and Emptoyer's Liabitity lnsurance, in accordance with statutory requirements, with a timit of $500,000 for each accident.

c.

d. professionat Liabitity lnsurance, with a timit of $1,000,000 for each ctaim and aggregate.

The vendor shatl not commence work on the goods/non-professional services unti[ a Certificate of lnsurance has been submitted to the Town showing proof that the Vendor has obtained the necessary insurance coverage. lf any of the above cited poticies expire during the tife of this Agreement, it is the

Vendor's responsibitity to forward renewal Certificates within ten (10) days after the renewal date containing att the aforementioned insurance provisions. Certificates must specificatly cite the fottowing provisions:

i. The Town of Farragut, its agents, representatives, officers, directors, officiats and employees must be named an Additional lnsured under the fottowing poticies:

E CommerciaI GeneraI Liabitity Auto Liabitityb)

RFP No. 2026-07 GIS Prolessional Services Page 13 ol 26

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

At[ poticies, expect Professionat Liabitity lnsurance, if appticabte, waives rights of recovery (subrogation) against Town of Farragut, its agents, representatives, officers, directors, officiats and employees for any ctaims arising out of work or services performed by Vendor under this Agreement.

LIMITATIONS OF RESPONSIBILIW. ln no event is Town tiabte for anticipated profits or for incidentaI or consequential damages. Town's tiabitity on any ctaim of any kind for any loss or damage arising out of or in connection with or resutting from this Agreement or from the performance or breach of this Agreement witl in no case exceed the unit price allocabte to the goods or non-professional services which gives rise to the ctaim. The Town of Farragut is not liabte for penatties of any description. Any action resutting 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.

PROPRIETARY INFORMATION. The Town of Farragut operates under Tennessee's Open Records Act and at[ information in the Town of Farragut's possession is subject to disctosure upon request. The appties whether or not such information is stamped "confidentia[," "proprietary" or other simitar phrases.

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

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 wr.itten notice. ln the event of termination, Vendor must immediatety stop att work and immediatety cause any of its supptiers or subcontractors to cease any further work. The Vendor witt be paid a reasonabte termination charge consisting of a percentage of the order price reftecting the percentage of the work performed before the notice of termination, plus actuat direct costs resutting from termination. The Vendor witt not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by the Vendor's supptiers or s which Vendor coutd reasonabty have avoided. The Vendor must not unreasonabty anticipate the requirements of this order.

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TERMINATIONFORCAUSE. TheTownof Farragutmayatsocancelthisorder,oranypartofthisorder, with seven (7) days written notice for cause in the event of any defautt by the Vendor, or if the Vendor faits to compty with any of the terms and conditions of this offer. Late detiveries, detiveries of products which are defective, or which do not conform to this order, and faiture to provide the Town, upon request, with adequate assurances of future performance are a[[ causes allowing the Town to cancetthisorderforcause. lntheeventof cancetlationforcause,theTownisnotliabtetotheVendor for any amount, and the Vendor is tiabte to the Town for any and al.t damages sustained by reason of the defautt which gave rise to the cancettation. lf it shoutd be determined that the Town has improperty cancetted this contract for a defautt, the cancettation is considered a termination for convenience.

DlspuTE RESoLUTION. Ctaims, disputes, or other matters in question between the parties to this

Agreement arising out of or retating to this Agreement, or breach thereof, shatt be subject to mediation in Farragut. Tennessee, in accordance with the foltowing provisions:

^. The mediation shatl, be conducted by a mediator mutualty acceptabte to both parties.

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

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

d. Untess the parties agree otherwise, mediation shatl, be a condition precedent to the exercise of any tegat remedy other than a proceeding seeking an immediate injunction or restraining order to protect the rights of a party pending titigation. Notwithstand ing the issuance of an injunction or restraining order, or the refusaI of a court to issue such an order, the dispute shat[ continue to be subject to mediation.

DELAY lN PERFORMANCE. Neither the Town nor Vendor shatt be considered in default of the

Agreement for detays in performance caused by circumstances beyond the reasonabte control of the nonconforming party. For purposes of this Agreement, such circumstances inctude abnormal weather conditions; ftoods; earthquakes; fire; epidemics; war, riots, or other civil disturbances;

sabotage; judiciat restraint; discovery of unanticipated hazardous wastes; and inabitity to procure permits, licenses, or authorizations from any [oca[, state, or federaI agency for any of the suppties, materiats, accesses, or services required to be provided by either Town or Vendor under this

Agreement. Shoutd such circumstances occur, the nonconforming party shatt, within a reasonabte 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. lf the Vendor is detayed in the performance of the services for more than three hundred sixty-five (365) catendar days, either by the Town or circumstances beyond his controt, an equitabte adjustment to the contract amount can be made to compensate for additionat costs incurred.

For detays in performance by Vendor caused by circumstances which are within its control, such detays shatt be documented and presented to the Purchasing Department at the conctusion of project and acknowtedged by both Town and Vendor. The compteted form shatt be retained by the

Town for a period of seven years and reviewed prior to Vendor setection for future Town projects. ln

RFP No. 2026-07 GIS Professional Services Page 15 of 26

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the event the Vendor is detayed in the performance of Services because of detays caused by the Town, Vendor sha[[ have no claim against the Town for damages or contract adjustment other than an extension of time.

HAZARDOUS MATERIALS. Hazardous materials may exist at a site where there is no reason to betieve they coutd or should be present. The Town and Vendor agree that the discovery of unanticipated hazardous materiats constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. Town and Vendor atso agree that the discovery of unanticipated hazardous materials may make it necessary for the Vendor to take immediate measures to protect heatth and safety. Town agrees to compensate Vendor for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materiats.

Vendor agrees to notify Town when unanticipated hazardous materiats or suspected hazardous materiats are encountered. Town agrees to make any disctosures required by taw to the appropriate governing agei-re ies aird agrees to hotd Vendor harmiess for any and att consequences of disctosures made by Vendor which are required by governing taw. ln the event the project site is not owned by the Town, the Town agrees to inform the Town of the discovery of unanticipated hazardous materiats or suspected hazardous materials.

coMMUNlcATloNs. AnynoticetotheTownshattbemadeinwritingtotheaddressspecifiedbetow:

Town of Farragut

Attn: Finance/purchasing 11408 Municipat Center Drive Farragut, TN 37994 (86s) e66-7057

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

SEVERABILITY. The invatidity, ittegatity, or unenforceabitity of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shatt in no way affect the vatidity or enforceabitity of any other portion or provision of this Agreement Any void provision sha[[ be de emed severed from this Agreement, and the batence of this Agreement shatt be construed and enforced as if this Agreement did not contain the particutar portion or provision he1d to be void. The parties further agree to amend this Agreement to reptace any stricken provision with a vatid provision that comes as close as possibte to the intent of the stricken provision. The provisions of this Article shatl not prevent this entire Agreement from being void shoutd a provision which is of the essence of this Agreement be determined void.

INTEGRATIoN. This Agreement represents the entire and integrated agreement between Town and Vendor. At[ prior and contemporaneous communications, representations, and agreements by Vendor, whether oraI or written, retating to the subject matter of this Agreement, as set forth in the Purchase Order, are hereby incorporated into and shatt become a part of this Agreement.

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.

RFP No. 2026-07 GIS Professional Services Page 16 ol 26

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ASSIGNMENT. Neither the Town nor Vendor shatt assign any rights or duties under this Agreement without the prior written consent of the other party. Untess otherwise stated in the written consent to an assignment, no assignment witt retease or discharge the assignor from any obtigation under this Agreement. Nothing contained in this Articte shat[ prevent Vendor from emptoying independent

Vendors, associates, and s to assist in the performance of the Services; however, other agreements to the contrary notwithstanding, in the event Vendor emptoys independent Vendors, associates, and subcontractors to assist in performance of the Services, Vendor shatt be sotety responsibte for the negtigent performance of the independent Vendors, associates, and subcontractors so employed.

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

RELATIONSHIP OF PARTIES. Nothing contained herein shatt be construed to hotd or to make the

Town a partner, joint venturer, or associate of Vendor, nor shatl either party be deemed the agent of the other, it being expressty understood and agreed that the retationship between the parties is and shatt at att times remain contractual as provided by the terms and conditions of this Agreement.

TNTEREST OF CURRENT & PAST MEMBERS, OFFICIERS OR EMPLOYEES. No member, officer or emptoyee of the Town of Farragut, no member of the Town of Farragut's governing body, and no other pubtic officiat who exercises any function or responsibitities with respect to the project shatt 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.

NON-DISCRIMINATION. Vendors agree to compty with att federat, state, and local nondiscrimination [aws and regutations. Vendor agrees not to discriminate against any participant in this Agreement on the basis of race, cotor, rel,igion, sex, age or national origin. Vendor further agrees to compty with att federat, state and [oca[ laws regarding treatment and accommodation for individuats with disabitities.

DRUG FREE WORKFORCE. Vendor certifies that it witt provide a drug-free workplace and agrees to compty with the appticabte requirements of the Drug-Free Workptace Act of 1988.

FEDERAL OR STATE FUNDING. ln the event that the Project is funded in whote or in part by Federal or State grants, Vendor agrees to abide by att appticabte Federa[ and State [aws, regutations, grant conditions and procedures.

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3/ 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 retiance, Vendor represents that he knows and understands the retevant and appticabte federat and state laws that appty to the services provided through this contract and agrees to compty with these retevant and appticabte federaI and state [aws.

The Vendor understands and acknowtedges the appticabitity to it of :

a. the American with Disabilities Act,

b. the lmmigration Reform and Controt Act of 1996,

c. the Drug Free Workptace Act of 1988.

d. ExecutiveOrderll246;"EquatEmptoymentOpportunity.,,,

e. Copetand'Anti-Kickback" Act

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AGREEMENT

Gontract No.2025-19

GIS ProfessionaI Services

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

TOWN OF FARRAGUT (Hereinafter catted Owner) and

11409 Municipat Center Drive Farragut, TN 37934

(Hereinaft er catled Contractor)

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

ARTICLE 1. WORK

The Contractor shatt perform atl, Work as specified or indicated in the Contract Documents for the comptetion of the project generatty described as fottows:

Comptetion of GIS Professional Services as directed per each Work Order to minimum contract specifications.

ARTICLE 2. ADMINISTRATOR

The Town Engineerwil.t act as Administrator in connection with compLetion of the work in accordance with the Contract Documents

ARTICLE 3. CONTRACTTIME

The term of this Agreement shatt commence on Jul.y 1s1,2025 ("Effective Date") and shatl continue for a period of three (3) years, ending on June 30th, 2028, untess eartier terminated in accordance with the terms of this Agreement.

Upon expiration of the initial, term, this Agreement may be renewed for up to two (2) additionat one (1)-year periods (each a "RenewaI Term") upon mutuat written agreement of the parties, provided that notice of intent to renew is given by either partyto the other at least

[60] sixty days prior to the expiration of the then-current term.

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ARTICLE 4. CONTRACT PRICE

The Owner witt pay the Contractor for the performance of the contract in current funds for the totat quantities of work performed at the prices stiputated in the bid for the severaI respective items of work compteted, the totaI amount to be due upon comptetion and finat acceptance of the Work, and the receipt of lien reteases from the contractor and att subcontractors.

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 fottowing:

A. Agreement

B. lnstructions to Bidders (Request for proposat - RFe)

C. Special. Conditions

D. GeneraI Conditions

E. Specifications for GIS Professional Services

F. Contractor's Bid

G. Addenda Numbers 1

H. Change Orders, duty detivered and executed by each party execution of this Agreement

l. Affidavits and Certifications

ARTICLE 6. MISCELLANEOUS

A. Neither Owner nor Contractor shatl, without the prior written consent of the other, assign or sublet in whote or in part his interest under any of the Contract Documents; and, specifica[[y, contractor sha[[ not assign any monies due or to become due without the prior written consent of the Owner.

B. Owner and Contractor each binds himsetf, his partners, successors, assigns and tegat representatives to the other party hereto in respect to atl covenants, agreements and obligations contained in the Contract Documents.

C. The Contract Documents constitute the entire agreement between Owner and Contractor and may be attered, amended or repealed onl.y by a written instrument signed by the party to be charged.

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GuaranteeandCorrectionofWorkAfterFinatPayment: Neitherthefinatcertificatenorpayment nor any provisions in the Contract Documents shatt retieve the Contractor of responsibitity for fautty materiats or workmanship and, untess otherwise specified, he shatl remedy any defects due thereto a nd pay for any damage to other work resutting there from, which shat[ appea r within a period of one year from the date of finat acceptance of the work by the Owner.

The Owner shatt give notice of observed defects with reasonabte promptness. The Engineer subject to arbitration shatL decide at[ questions arising under this articte'

The Contractor and through it each Subcontractor, in accepting the contract for this construction or respective portions of the construction covered by this contract and specifications, does hereby agree to reptace and make good, without expense to the Owner, any work or material which may be found to be defective within one year from the date of the f inat certificate of payment to said Contractor. The deterioration due to ordinary use and normaI wear is accepted from this guarantee.

The Contractor shat[ reimburse the Owner for cost of damage, if any, as wetl as cost of reptacing defective materiats or workmanship. lf reptacements are not made within fourteen days after notice is given of such defect in workmanship, orthirty days in case of materials, then the Owner shatt have the right to make reptacements and charge cost of same to Contractor or his bondsman.

E. The Contractor shatl compty with the Department of Labor Safety and Heatth Regutations for construction promutgated under the Occupational and Heatth Act of 1970 (PL 91-596) and under Section 107 of the Contract Work Hours and Safety Standards Act (PL 92-54).

F. Subcontracting. The Contractor shatt not assign this Contract or enter into a subcontract for any of the services performed under this Contract without obtaining the prior written approval oftheTown. lf suchsubcontractsareapprovedbytheTown,eachsha[[contain,ataminimum, sections of this contract pertainingto "Lobbying" and "Nondiscrimination," (as identified bythe section headings). Notwithstanding any use of approved subcontractors, the Contractor shat[ be the prime contractor and shatt be responsibte for at[ work performed.

G. Lobbying. The Contractor certifies, to the best of its knowtedge and betief, that:

(a) No federatty appropriated funds have been paid or witt be paid, by or on behatf of the undersigned, to any person for inftuencing or attempting to influence an officer or emptoyee of an agency, a Member of Congress, an officer or emptoyee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any FederaI grant, the making of any federa[ loan, the entering into of any cooperative agreement, and the extension, continuation, renewat, amendment, or modif ication of any federaI contract, grant, [oan, or cooperative agreement.

(b) lf any funds other than federatty appropriated funds have been paid or wil't be paid to any person for inftuencing or attempting to inftuence an officer or emptoyee of any agency, a

Member of Congress, an officer or emptoyee of Congress, or an emptoyee of a Member of

Congress in connection with this contract, grant, [oan, or cooperative agreement, the

D

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Contractor shatl complete and submit Standard Form-LLL, "Disctosure Form to Report Lobbying," in accordance with its instructions.

(c) The Contractor shat[ require that the tanguage of this certif ication be incl.uded in the awa rd documents for att sub-awards at al.l, tiers (inctuding subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that a[[…