RFP - Plastic Fabrication and Repair Services - 3909.pdf

Plastic Fabrication and Repair Services

3909 REQUEST FOR PROPOSAL

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REQUEST FOR PROPOSAL

Title: Plastic Fabrication and Repair Services

Description: The Knoxville Utilities Board (KUB) invites all interested, qualified Proposers to provide qualification information and pricing associated with the above referenced Proposal. KUB intends to evaluate all Proposals submitted and reserves the sole right to reject any or all Proposals and to enter into Agreements with one or more firms based on the results of its evaluations. Firms acknowledge that entering into an Agreement with KUB does not obligate KUB to purchase or enter into an Agreement with any Proposer.

RFP Control Number: 3909 Date Issued: August 20, 2025

Response Due Date: September 9, 2025 Time: 2:00 PM EST

RFP Opening Teleconference: +1 213-519-5893 Conference ID: 793 917 1#

KUB Contact: Zach Breeding Phone Number: 865-558-2489

Email Address: Zachary.breeding@kub.org

RFP Documents may be viewed at www.bidnetdirect.com Proposals may be submitted as indicated below.

Subject to the instructions, conditions, Specifications, Addenda, and any other elements of this Request for Proposal, including those incorporated by reference.

Submit Proposal responses to: www.bidnetdirect.com

-OR-

Physical Location Mailing Address Knoxville Utilities Board Knoxville Utilities Board Procurement Department Procurement Department **Bid Room** 4505 Middlebrook Pike 4505 Middlebrook Pike Knoxville, TN 37921-5599 Knoxville, TN 37921

If submitting via hard copy, each sealed container/box/envelope containing the Proposal must have the Cover Sheet securely attached thereto with all required information included. If submitting electronically via www.bidnetdirect.com include Cover Sheet as page one of the submission. Electronic submission is preferred.

If submitting via hard copy, each sealed container/box/envelope containing the Proposal shall have the Cover Sheet securely attached thereto with all required information included and addressed to the mailing address above. If submitting electronically via www.bidnetdirect.com, all required documents shall be submitted as one .pdf document, and the Cover Sheet shall be page one of that submission. KUB reserves the right to reject any or all proposals submitted and to evaluate any proposal, which in its sole opinion, offers the most acceptable service to

KUB.

mailto:Zachary.breeding@kub.org http://www.periscopeholding.com/s2g http://www.bidnetdirect.com/

REQUEST FOR PROPOSAL 3909

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REQUEST FOR PROPOSAL

TABLE OF CONTENTS

I. SCOPE AND TIMELINE ............................................................................................................. # II. PROPOSAL SUBMITTAL REQUIREMENTS .........................................................................................#

III. PROPOSAL INSTRUCTIONS………………………………………………………………………………………………………. #

IV. PROPOSAL EVALUATION CRITERIA ..................................................................................................# V. PROPOSAL EVALUATION PROCEDURES ...........................................................................................#

VI. EXHIBITS

A. Terms and Conditions and Exceptions B. Sample Services Agreement

VII. FORMS TO BE SUBMITTED WITH PROPOSAL

A. Proposal Cover Sheet (Appendix I) B. Payment Schedule (Appendix II) C. Drug-Free Workplace Affidavit (Appendix III) D. Non-Collusion Affidavit (Appendix IV) E. Verification of Business Status Minority and Women-Owned Business Certification (Appendix V) F. Terms and Conditions and Exceptions G. Evaluation Criteria Information (Item XII below)

VIII. TECHNICAL SPECIFICATIONS

A. Summary of Work

IX. SCOPE AND TIMELINE

A. Statement of Intent: The Knoxville Utilities Board (KUB) operates under the Laws of the State of

Tennessee and is an independent agency of the City of Knoxville. KUB provides electricity, fiber, gas, wastewater, and water services to more than 500,000 customers in Knoxville and parts of seven surrounding counties.

KUB values the safety and wellbeing of our customers and employees. KUB is committed to a safe work environment, to making adequate provisions for the safety and health of its employees at their place of employment, and to the safety and health of the customers KUB serves, as well as the general public.

KUB is also dedicated to operating in a responsible and efficient manner for the benefit of our customers and fellow employees. KUB intends to evaluate all Proposals submitted and reserves the sole right to reject any or all Proposals and reserves the sole right to enter into Agreements with one or more firms based on the results of the evaluations of Proposals. KUB reserves the right to award services separately or grouped together to different firms.

B. Scope of Service:

1. Project Overview - KUB provides electricity, gas, water, and wastewater services to customers in Knoxville, TN and parts of seven surrounding counties. This Request for Proposal (RFP) is issued by KUB to solicit bid proposals from qualified shops, interested firms, and companies for KUB’s custom plastic design, fabrication and repair needs within its electric, gas, water, and wastewater systems. KUB utilizes these services approximately 20 times per year.

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C. RFP Tentative Timeline: The following is a list of key dates up to and including the date Proposals are evaluated, and a firm is selected:

1. RFP Issue Date August 20, 2025

2. Non-Mandatory Pre-Proposal Meeting 10:00 AM EST August 28, 2025 via teleconference number: +1 213-519-5893 – Conference ID: 981 752 316#

3. Cut off for Questions (4:00pm local time) September 2, 2025

4. Issue Addendum (if required) September 4, 2025

5. Proposals due on https://www.bidnetdirect.com/ or hand delivered, no later than September 9, 2025 at 2:00 P.M, EST. Contractors submitting bids electronically should receive an automated response within a reasonable timeframe after uploading bid documents. Sealed proposals may also be hand delivered or shipped to the mailing address below (Item V, B). Only cover sheets for proposals submitted will be read aloud via teleconference number: +1 213-519-5893 – Conference

ID: 793 917 1#

6. Proposal Evaluated by KUB September 12, 2025

7. Notice of Award(s) on or before September 15, 2025

8. Notice to Proceed(s) on or before September 29, 2025

X. PROPOSAL SUBMITTAL REQUIREMENTS

A. Proposer must meet the following requirements and the Proposer’s submittal must contain all of the required information.

B. Read the RFP in its entirety, including all attachments, forms, and Specifications.

C. Submit all questions via www.bidnetdirect.com or email to contact address noted on page 1 before the ‘Cut off for Questions’ deadline state in the tentative timeline of this RFP.

D. Organization and Contents of Proposal: Proposer shall submit the following information and arrange their Proposal in order as described below:

1. Contractor Cover Sheet (Appendix I)

2. Item XII, Evaluation Criteria Information (below) including Appendix II, Payment Schedule

3. Drug Free Workplace Affidavit (Appendix III)

4. Non-Collusion Affidavit (Appendix IV)

5. Verification of Business Status (Appendix V)

6. Terms and Conditions and Exceptions

XI. PROPOSAL INSTRUCTIONS

A. Instructions: These documents constitute the complete set of specifications, requirements, and proposal response instructions. The Proposer is responsible for insuring that all pages and all addenda are received. KUB advises all proposers to closely examine this proposal response, and to immediately direct any questions regarding the completeness of this RFP and any addenda to Zach Breeding at Zachary.breeding@kub.org. KUB’s Procurement Guidelines, a copy of which is available upon request, govern all competitive selections of proposals. The term “Bidder” refers to each person or entity that submits a Bid in Response to a Request for Bid. The term “Proposer” refers to each person or entity that https://www.bidnetdirect.com/ http://www.periscopeholding.com/s2g mailto:Zachary.breeding@kub.org

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submits a Proposal in response to a Request for Proposal. The term “Contractor” refers to the person or entity to which a contract is awarded.

B. Time and Date for Submitting Proposals: Each Proposer shall respond to this RFP on or before the time and date indicated on the Request for Proposal cover sheet. At that time only the names of the Proposers responding to this RFP will be read aloud. Proposals will not be made available for public inspection until after the RFP process is completed and a purchase order or service agreement has been issued.

C. Response: Each Proposer must acknowledge that it accepts and understands each of the Instructions, Terms, and Conditions of this RFP as well as any appendices as attached. If a Proposer is unwilling to accept any one or more of the Instructions, Terms, and Conditions, they must clearly identify in their proposal the Instructions, Terms, and Conditions to which they take exception and note it on the enclosed exception sheet. In its sole discretion, the Knoxville Utilities Board (KUB) reserves the right on a non-discriminatory basis to: a) consider any Proposal(s) which takes exception(s) to any one or more of the Terms and Conditions; or b) reject any Proposal(s) which takes exception(s) to any one or more of the Terms and Conditions.

D. Ex Parte Communication: Proposals submitted will be reviewed and rated by an evaluation team.

During the evaluation process, KUB reserves the right, where it may serve KUB’s best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions. At the discretion of KUB, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. KUB reserves the right to communicate with the Proposers, individually or collectively, formally or informally. KUB does not permit contact concerning this RFP with any KUB personnel other than as identified in the RFP until the selection process has been completed. All exchanges of information concerning this RFP must be in writing, or with e-mail as the preferred method of communication. Failure to honor this requirement will be viewed negatively in the selection process and may result in the disqualification of the Proposer. Any questions or requests for clarification will be responded to in writing or by email with a copy of the response being sent to each proposer on record.

E. Documents: Each Proposal must include the fully completed Proposal, including any addenda and all other information requested. Note: One (1) copy of the proposal shall be submitted from each responding Proposer at the due date and time. All proposals become the property of KUB and a proposal may not be withdrawn for a period of 90 days after the date of receipt. After the execution of a contract, the proposal is subject to Tennessee’s Public Records law as codified in Tenn. Code Ann. §§10- 7-101 et. seq. In the event KUB shall award a contract to a Proposer(s) and if during the ninety (90) day period KUB determines that said Contractor will be unable to perform the contract, KUB reserves the right to terminate the contract and award a separate contract to the next best Proposer without being required to re-advertise the RFP.

KUB reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in the RFP, unless clearly and specifically noted otherwise in their proposal. The proposal submitted by the selected Contractor(s) will be considered a part of the contract unless specifically excluded or otherwise modified in the final Agreement.

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F. Discrepancies, Errors and Omissions: Any discrepancies, errors, omissions, or ambiguities in this RFP or the requirements/guidelines or addenda (if any) stated herein should be reported to KUB. At KUB’s option, a written addendum may be issued and the addendum will be incorporated in the RFP and will become part of the Contract Documents. KUB will not be responsible for or bound by any oral instructions, clarifications or other communications and no such oral communication may be relied on by any Proposer.

G. All proposals shall provide a straightforward, concise delineation of capabilities to satisfy the requirements of this request. Proposals shall be outlined per the indicated evaluation criteria contained herein. Emphasis should be on completeness, brevity and clarity of content. There is no expressed or implied obligation for KUB to reimburse Proposers for any expenses incurred during the RFP and selection process.

XII. PROPOSAL EVALUATION CRITERIA

The proposal shall be organized in order of the following criteria. Proposers shall submit as a minimum the following information for evaluation. Omission of any part of the evaluation criteria may result negatively in the scoring, up to receiving zero points, for those criteria that are not provided.

KUB’s evaluation team will evaluate on the following criteria in order of importance:

1. Cost Proposal – Appendix II: Payment Schedule

2. Past Performance / Similar Experience of Current Company

3. Firm Description

A. Cost Proposal (Please include Appendix II – Payment Schedule to submit prices related to the subject work.) (As an option to the criteria summarized in this section, Proposers are permitted to provide other alternative cost proposals(s) based on their expertise and experience in the marketplace. The alternative cost proposal is at the option of each Proposer and must be provided in addition to the requested cost information outlined above. All cost proposals (including alternatives) will be evaluated by KUB for their effectiveness in providing the best value to KUB’s core business. Additional rates provided by Proposer for items not requested by KUB will not be accepted and will not be considered part of the Contract.)

B. Past Performance / Similar Experience - Provide information concerning size, complexity, work scope, date of contract, owner and principal contact with telephone number, etc. of three (3) previous contracts of similar nature of current company.

C. Firm Description – Provide general description of the firm, its size, location of main headquarters, ownership structure, nearest branch office, number of years in business, number of employees, main line of business, territory served, etc.

XIII. PROPOSAL EVALUATION PROCEDURES

A. Evaluation Team: an evaluation team consisting of knowledgeable KUB representative will review and independently rate each firm’s Proposal. This team, at its sole discretion, will determine the best Proposal and Proposer from its evaluation.

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B. Retention of Proposals: KUB reserves the right to retain all Proposal documents submitted and use any idea in a Proposal package regardless of whether that firm is selected.

C. Evaluation Criteria: Proposals will be evaluated on the criteria specifically detailed in Section XII of this document. Proposers shall be evaluated on the completeness and content of information as it pertains to KUB’s interests and requirements. Proposer shall also be evaluated on the pricing of services/products based on the pricing of each of the line items and Proposer’s ability to supply the services/products indicated for each line item.

D. Initial Screening: All Proposals will be screened for completeness. Any major deficiencies that might prevent further evaluation shall be identified. Respective Proposer(s) may be contacted concerning deficiencies or with questions or clarifications as determined by KUB.

E. Short Listing of Proposers: KUB, at its sole discretion, may shortlist the Proposals to several top contenders. The use or extent of this process is determined by the quality of the Proposals, number of Proposals received, and point spreads and differences in the preliminary numerical ranking.

F. Interviews/Presentations: During the evaluation process, the evaluation team may, at its discretion, request any of the Proposers to interview and present. Such interviews and presentations will provide Proposer an opportunity to answer any questions the evaluation team may have about the Proposal. In the event of an interview, the Proposer will be scheduled and an agenda for the interview will be transmitted to the Proposer so the Proposer may prepare accordingly.

G. Final Selections: The selection, if any, of a Proposer will be determined on the basis of which Proposal(s) are in the best interest of KUB based on the factors described in this RFP. KUB reserves the right to reject any or all Proposals, to waive technicalities or informalities and to contract with any firm determined to be in the best interest of KUB. KUB will not be responsible for misinterpretations that are caused by failure of a Proposer to follow the indicated Proposal format or to give proper and specific references when citing referenced material. KUB reserves the right, in is discretion and without incurring any liability to any Proposer, to modify or terminate this RFP at any time prior to the execution of a definitive Agreement, and to accept or reject any Proposal for any reason.

H. Final Selections: Submission of a Proposal package indicates acceptance by the Proposer of the conditions contained in this RFP unless exceptions are clearly and specifically noted in the submittal.

KUB reserves the right to negotiate, as deemed necessary by KUB, a final scope of services and a final fee or schedule of fees for services or products with the Proposer whose submittal, including any post submittal interviews, demonstration and/or subsequent submittal, is evaluated to be most favorable to KUB, based on the evaluation criteria identified in the RFP. If such negotiations are unsuccessful, KUB reserves the right to negotiate, as deemed necessary by KUB, a final scope of services and a final fee or schedule of fees for services or products with the Proposer(s) whose submittal(s), including any post submittal interview, demonstration and/or subsequent submittal, is (are) evaluated to be the next most favorable to KUB based on the evaluation criteria identified in the RFP.

END OF DOCUMENT

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TERMS AND CONDITIONS

I. RIGHT TO REJECT ☐ACCEPT ☐ REJECT

A. KUB reserves the right to reject any or all Proposals and to waive irregularities therein, and the successful Proposer / awarded Contractor hereby agrees that such rejection or waiver shall be without liability on the part of KUB for any damage or Claim brought by the successful Proposer / awarded Contractor because of such action, nor shall the successful Proposer / awarded Contractor seek any recourse of any kind against KUB because of such action. There is no obligation to buy. All Proposals submitted to KUB become the property of KUB upon submission and after the execution of a Contract become subject to Tennessee’s Public Records law, as codified in TCA §§10-7-101, et. seg.

II. AGREEMENT ☐ACCEPT ☐ REJECT

A. Each successful Proposer / awarded Contractor will be required to sign an Agreement with KUB (The Sample Services Agreement is attached below). The Agreement shall include: any addendum, Unit Price Schedule, the Proposal including any supplements thereto, the RFP document, and any other KUB documents to include but not be limited to technical specifications, etc. (hereinafter referred to collectively as Contract Documents). If the RFP and the successful Proposer / awarded Contractor’s response to this RFP is modified in negotiation between KUB and the successful Proposer / awarded Contractor, the modified Proposal shall be included in or as part of a successfully executed Agreement with KUB. In the event of a conflict between the documents, which together comprise the Agreement for the subject project, the one requiring the highest level of quality of Work shall control. The individual who signs the Agreement must be empowered to sign the Agreement, or if sent by email the name that appears on the Proposal response must be empowered to sign the Agreement.

B. KUB reserve the right to withdraw the RFP or condition the award on additional or different terms proposed to be included in such Contract, and KUB shall not incur any obligation to the successful Proposer / awarded Contractor except as provided in the Agreement. To produce the Agreement, KUB reserves the right to provide its own draft terms or request draft terms from the successful Proposer / awarded Contractor.

III. DELIVERY ☐ACCEPT ☐ REJECT

A. Successful Proposer / awarded Contractor agrees to use FOB Destination shipping and that goods, equipment, or services delivery fail in any respect to conform to the terms of this P.O. or are otherwise non-conforming, KUB may in its sole discretion (1) reject the whole or (2) accept the whole or (3) accept any part and reject the balance or (4) cancel the order and order the equipment, goods, and/or services from another source and recover from the seller any additional costs incurred in ordering from another source and any other remedies under the Uniform Commercial Code codified at T.C.A. §§47-2-101 et.

seq.

IV. ACCEPTANCE OF PROPOSAL ☐ACCEPT ☐ REJECT

A. The selection of a successful Proposer / awarded Contractor to which the Agreement will be awarded will be determined on the basis of which Proposal is in the best interest of KUB based on the factors

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described in the Proposal evaluation section of this RFP. KUB reserves the right to reject any or all Proposals, to waive technicalities or informalities and to accept any Proposal determined to be in the best interest of KUB. KUB will not be responsible for misinterpretations that are caused by the failure of a successful Proposer / awarded Contractor to follow the RFP format or to give proper and specific references when citing referenced material. The selection criteria are described in the RFP. KUB reserves the right, in its discretion and without incurring any liability to any successful Proposer / awarded Contractors, to modify or terminate this RFP at any time prior to the execution of a definitive Agreement, and to accept or reject any Proposal for any reason.

B. Notification of Award or acceptance of a Proposal, in whole or in part, shall not restrict KUB’s discretion with regard to the terms of the definitive Agreement, shall not preclude KUB from terminating the RFP or withdrawing the RFP prior to execution of the Agreement, and shall not limit KUB’s right to consider and act on additional information that may come to its attention from any source.

V. MINIMUM PERFORMANCE ☐ACCEPT ☐ REJECT

A. The service in accordance with this RFP and Agreement (including optional items selected by KUB) shall be fully in compliance with all federal, state, and local rules, Laws, and Regulations.

VI. GUARANTEE ☐ACCEPT ☐ REJECT

A. In submitting a Proposal, each successful Proposer / awarded Contractor certifies it is fully aware of the conditions of service and its offer will meet these requirements of service and purpose to the satisfaction of KUB. successful Proposer / awarded Contractor warrants and guarantees to KUB all services and products to be provided, and that Work and products will be of good quality, and in conformance with the Contract Documents. All Work not conforming to these standards may be considered defective by KUB and shall be reworked at the successful Proposer / awarded Contractor’s expense.

VII. INSURANCE REQUIREMENTS ☐ACCEPT ☐ REJECT

A. Successful Proposer / awarded Contractor’s Insurance: The successful Proposer / awarded Contractor / awarded Contractor shall not commence any service in connection with the Agreement until it has obtained all of the following types of insurance as outlined in this section and such insurance has been approved by KUB. The successful Proposer / awarded Contractor / awarded contractor shall not allow any Subcontractor to commence service on their subcontract until all similar insurance required of the Subcontractor has been obtained and approved. All insurance policies shall be with insurers approved and admitted to conduct business in the State of Tennessee. KUB shall be furnished proof of coverage of insurance by certificate of insurance accompanying the Contract Documents and shall name KUB as additional insured as respects umbrella & excess liability insurance, commercial general liability, and business automobile liability. The successful Proposer / awarded Contractor shall provide KUB a thirty

(30) day cancelation notice in the event any insurance required by fair agreement is canceled.

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B. Employer’s Liability Insurance: The successful Proposer / awarded Contractor shall secure and maintain during the term of the Agreement, Employer’s Liability Insurance with minimum limits of:

1. Bodily Injury each accident $1,000,000

C. Worker’s Compensation Insurance: The successful Proposer / awarded Contractor shall secure and maintain during the term of the Agreement, Worker’s Compensation Insurance for all of their employees connected with the Work on this Project and, in case any work is sublet, shall require the Subcontractor similarly to provide Worker’s Compensation Insurance for all of the latter’s employees unless such employees are covered by the protection afforded by the successful Proposer / awarded Contractor. Such insurance shall comply fully with Tennessee’s Worker Compensation Law. In case any class of employees engaged in hazardous work under this Contract at the Site of the project is not protected under the Worker’s Compensation Statute, the successful Proposer / awarded Contractor shall provide, and cause each Subcontractor to provide, adequate insurance satisfactory to KUB, for protection of their employees not otherwise protected.

1. Worker’s Compensation Insurance: $500,000

D. Commercial General Liability and Business Auto Liability: The successful Proposer / awarded Contractor shall secure and maintain during the term of the Agreement, Comprehensive and General Liability and Comprehensive Automobile Liability Insurance which shall protect them from Claims for damage for personal injury, including accidental death, as well as Claims for property damages which may arise from operations under this Agreement whether such operation be by themselves or by anyone directly or indirectly employed by them. The amount of such insurance shall be minimum as follows:

1. General Liability

a. Per Occurrence Limit $1,000,000

b. Aggregate Limit $1,000,000

2. Automobile Liability; Combined single limit $1,000,000

3. Umbrella Liability $1,000,000

E. All policies of insurance referred to herein shall be written on an occurrence basis unless otherwise agreed by KUB in writing.

VIII. INDEMNIFICATION ☐ACCEPT ☐ REJECT

The successful Proposer / awarded Contractor/awarded Contractor agrees to indemnify, hold harmless, and defend Owner, its commissioners, officers, managers, employees, and agents, affiliates, successors and assigns from and against any and all demands, liabilities, obligations, claims, penalties, losses, suits, damages, judgments, actions, fines, awards, interest and the costs and expenses incident thereto (including the cost of defense, settlement and reasonable attorney’s fees) made against Owner, or which Owner may incur, become responsible for, or pay out as a result of death or bodily injury to any person (including workers’ compensation benefits to Owner employees), damage or destruction to the property of any member of the public, the violation of federal, state or local governmental laws, regulations or orders, or

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any other claim of loss or damage against Owner, by any third party, arising out of, resulting from, occurring in connection with or related to the obligations of Contractor under this Agreement, Contractor’s breach of any term or provision of this Agreement, or because of any negligent, grossly negligent, reckless negligent or willful act or omission on the part of Contractor, its employees, agents, or sub-contractors.

This agreement to indemnify, hold harmless and defend Owner shall include claims related to Owner’s own negligence, except that this agreement to indemnify, hold harmless and defend shall not apply to losses and/or liabilities arising from the sole negligence of Owner.

Notwithstanding anything else herein to the contrary, the indemnity provision of this paragraph shall not be construed to change the liability of any party hereto for any claim that would otherwise be prohibited or limited under any applicable provisions of the Tennessee Governmental Tort Liability Act, as codified at Tenn. Code Ann., §§29-20-101, et seq., as it may be amended from time to time by act of the legislature (the “Act”), it being the intent of this section not to waive, diminish, or otherwise affect the statutory limits of liability, the statutory immunity, or the extent of immunity that may have been established for any party hereto under the Act.

IX. NONDISCRIMINATION ☐ACCEPT ☐ REJECT

A. KUB is an equal opportunity employer and as such requires its suppliers not discriminate on the basis of race, color, sex, religion, or ethnic origin. Submitting a Proposal constitutes successful Proposer / awarded Contractor’s acknowledgment of this provision.

X. TITLE VI ☐ACCEPT ☐ REJECT

A. successful Proposer / awarded Contractor / awarded Contractor agrees it will comply with Title VI of the Civil Rights Act of 1964 and all requirements imposed by KUB to the effect that no person shall, on the grounds of race, color, or national origin, be excluded from participating in, or denied the benefits of, or be subject to discrimination under any program or activity for which KUB received Federal Financial Assistance. The successful Proposer / awarded Contractor agrees to compile appropriate data, maintain records, and submit reports as required to permit effective enforcement of Title VI. If there are any violations of this assurance, KUB shall have the right to recommend corrective actions or to seek administrative enforcement of this assurance, up to and including termination of federal contracts involving financial assistance.

XI. CHOICE OF LAW ☐ACCEPT ☐ REJECT

A. This Proposal and any subsequent Agreement related to the award of his Proposal shall be governed by and construed with the Laws and Regulations of the State of Tennessee, cities, counties, townships, and other municipalities within the KUB service area.

XII. STATUTORY DISQUALIFICATION ☐ACCEPT ☐ REJECT

A. By submitting a Proposal, the successful Proposer / awarded Contractor represents to the best of their knowledge that neither it nor any of its officers, directors, shareholders, members, or partners has been convicted or plead guilty or nolo contendere to any violation of the Sherman Anti-Trust Act, mail fraud, REVISED 05/02/25 00 11 19 EXHIBIT B - 5 or other state, or federal criminal violation in connection with a Contract let by the State of Tennessee or any other state or any political subdivision of the State of Tennessee.

B. Successful Proposer / awarded Contractor and each person signing on behalf of successful Proposer / awarded Contractor certify, and in the case of a joint Proposal each party hereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that successful Proposer / awarded Contractor is not on the list created pursuant to Tennessee Code Annotated Section 12-12-106.

C. Successful Proposer / awarded Contractor and each person signing on behalf of successful Proposer / awarded Contractor certifies that, pursuant to Tennessee Code Annotated Section 12-4-119, such party is not currently and will not for the duration of any Contract awarded based on the Proposal engage in a boycott of Israel. For purposes of this section, all definitions, terms, and meaning in Tennessee Code Annotated Section 12-4-119 shall be incorporated herein by reference to give full force and effect to the intent of the statute.

XIII. CONFLICT OF INTEREST ☐ACCEPT ☐ REJECT

A. By submitting a Proposal, successful Proposer / awarded Contractor represents to the best of their knowledge that no commissioner or office of KUB, or other persons whose duty is to vote for, let out, oversee, or in any manner supervise any Work on any Contract for KUB has a “direct interest” in the successful Proposer / awarded Contractor or in the Work which is subject to this Proposal.

XIV. COPYRIGHT, TRADEMARK, SERVICE MARK, OR PATENT INFRINGEMENT ☐ACCEPT ☐ REJECT

A. Successful Proposer / awarded Contractor shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against KUB to the extent that it is based on a Claim that products or services furnished infringe a copyright, trademark, service mark, or patent. Successful Proposer / awarded Contractor shall further indemnify and hold harmless Kub against any award of damages and costs made against KUB by a final judgement or a court of last resort in any such suit.

B. If the products or services furnished under this Proposal or Agreement are likely to, or do become, the subject of such a Claim of infringement, then without diminishing successful Proposer / awarded Contractor’s obligation to satisfy the final award, successful Proposer / awarded Contractor may at its option and expense:

1. Procure for KUB the right to continue using the product or services.

2. Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to KUB, or they become non-infringing.

3. Remove the products or discontinue the services and cancel any future charges pertaining thereto.

4. Provided, however, that successful Proposer / awarded Contractor will not exercise options B.1. or

B.2, are time practical.

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XV. PROPERTY OF KUB ☐ACCEPT ☐ REJECT

A. Any materials, including reports, computer programs, and other deliverables created under the Contract Documents are the sole property of KUB. The successful Proposer / awarded Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else.

The successful Proposer / awarded Contractor shall not use or release these materials without prior written consent of KUB.

XVI. FORCE MAJEURE ☐ACCEPT ☐ REJECT

A. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, flood, earthquake, embargo, civil disturbance, acts of terrorism, governmental regulation, or causes of similar nature beyond its control. An increase in Federal, State, or local duties, tariffs, and/or fees shall not be considered an event of force majeure.

XVII. POSSESSION OF WEAPONS ☐ACCEPT ☐ REJECT

A. All successful Proposer / awarded Contractor’s contractors, suppliers, and service providers and their employees, agents, or Subcontractors are prohibited from possessing any weapons on KUB property.

XVIII. SEARCH ☐ACCEPT ☐ REJECT

A. All persons, packages, and vehicles on KUB property are subject to being searched. Routine unannounced searches by KUB may be conducted. Refusal to submit to random searches will be grounds for removal from KUB property and prohibited access in the future. All vehicles leaving KUB facilities are subject to being searched.

XIX. TRAFFIC ☐ACCEPT ☐ REJECT

A. Traffic regulations are to be observed at all times, and proper traffic control procedures and local authority’s permits shall remain in place as needed during the course of Work.

XX. SUBCONTRACTING ☐ACCEPT ☐ REJECT

A. successful Proposer / awarded Contractor may only use Subcontractors that have received prior written approval by KUB.

XXI. ASSIGNMENT ☐ACCEPT ☐ REJECT

A. successful Proposer / awarded Contractor shall not assign its rights under any awarded Agreement without the prior written approval of KUB.

XXII. RELATIONSHIP OF PARTIES ☐ACCEPT ☐ REJECT

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A. The successful Proposer / awarded Contractor awarded the Agreement shall be an independent contractor. Neither party shall be deemed to be the employee or agent of the other party to the Agreement.

XXIII. PAYMENT AND PRICE ☐ACCEPT ☐ REJECT

A. Upon receipt and acceptance of goods and services by KUB, the successful Proposer / awarded Contractor shall submit a complete and accurate invoice for payment form to KUB within thirty (30) days. Payment terms for this Agreement will be NET 30 DAYS from the date of approval by KUB of the successful Proposer / awarded Contractor’s Application for Payment. KUB may request some invoices for certain work, such as work involving Claims, to be submitted within two (2) weeks of the work being completed. The successful Proposer / awarded Contractor shall be solely responsible for any and all Federal, State, and local fees, duties, tariffs, and taxes, which may be imposed upon the Work, or any materials used therein at the time of contracting or at a later time under the sales or use tax laws of the State of Tennessee. It shall be the successful Proposer / awarded Contractor’s responsibility, to determine if taxes are due on the Work or materials installed under the Agreement.

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EXCEPTIONS TO TERMS AND CONDITIONS

The Proposer declares the following list states any and all variations from and exceptions to the requirements of the Terms and Conditions and that, otherwise, it is the intent of the Proposer the Work be performed in strict accordance with the Contract Documents. The Proposer acknowledges the listing of any exception, which is unacceptable to KUB, may have the effect of voiding the Proposal.

The Proposer hereby accepts the Terms and Conditions described herein except for the list of exceptions described immediately above.

Date: _____________________________________ Signed: __________________________________________

Title: ____________________________________________

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SAMPLE SERVICES AGREEMENT

This Agreement, made at and entered into on _______________, by and between Knoxville Utilities Board, an independent agency of the City of Knoxville, Tennessee, a municipal corporation organized and existing under the laws of the State of Tennessee (Owner), and _______________ (hereinafter called “Contractor”), a corporation existing under the laws of the State of Tennessee.

WITNESSETH

WHEREAS, Owner is an agency of a municipality which provides water, wastewater, natural gas, electric and fiber utility services to customers located in and around the Knoxville and Knox County area; and

WHEREAS, Owner invited proposals for Plastic Fabrication and Repair Services, Control Number: 3909 as called for in said Request for Proposal; and

WHEREAS, under the Request for Proposal, Contractor, submitted an original, qualified Proposal dated Bid Opening Date, (the “Proposal”) that is the most responsive and best conforms to the specifications and needs of Owner, and such Proposal has been accepted by Owner for the performance of Plastic Fabrication and Repair Services, Control Number: 3909; and

WHEREAS, a written contract (“Agreement”) for certain services in the payment schedule attached hereto as Attachment “A”, should be executed by and between Owner and Contractor, covering the services described in this Agreement and the submitted Proposal.

WHEREAS, the Agreement for the subject services shall include the following documents in order of precedence:

1. The Agreement;

2. The Contractor’s Proposal and payment as Attachment “A”;

3. The RFP; and any other Owner documents to include but not be limited to, Terms and Conditions, technical specifications, etc. attached hereto as Attachment “B” (hereinafter referred to collectively as “Contract Documents”)

In the event of a conflict between the documents, which together comprise the Agreement for the subject project, the one requiring the highest level of quality of Work shall control.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained to be performed by the parties hereto, and of the payments herein agreed to be made, it is agreed by the parties hereto as follows:

ARTICLE 1 - SCOPE OF SERVICES:

1.0 During the term of this Agreement, the Contractor will furnish all supervision, labor, tools, equipment, transportation, etc. necessary for the timely and accurate completion of the Work. The Contractor shall perform the Work in strict accordance with this Agreement and the Proposal specifications, including but not limited to, all project drawings, specifications, addenda, and all other documents attached to or referenced therein.

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1.1 KUB reserves the right to enter into agreements with multiple contractors. As such, KUB reserves the sole right to assign work per its best interests and to the contractor of its choice. KUB further reserves the right to issue Request for Quotes for work estimated to be less than $50,000. If the work is estimated to be greater than $50,000, KUB reserves the right to bid the work within this Agreement or complete the work through another publicly bid solicitation.

1.2 The Contractor shall provide a sufficient and fully qualified staff and appropriate field equipment at all times necessary to perform the Work as required by the Agreement. All Contractor’s employees are to be fully qualified and trained to perform the Work prior to beginning work on the Owner’s system. Owner may request that Contractor submit satisfactory documentation related to the training, certification, ongoing drug and alcohol testing program and legal status (if applicable) of its employees and shall make documentation available to Owner for review upon request as well as all training completed by each employee prior to their beginning work on the Owner’s system. Owner shall not be billed for any employee training. Contractor shall promptly remove employees from the Agreement who violate the Contractor’s drug and alcohol testing program.

1.3 Contractor personnel shall be proficiently trained on the procedures, techniques, communicative skills and record keeping required for performance of the Work. Each of the Contractor’s personnel will be in contact with the public and will display appropriate professional appearance and demeanor. Each of the Contractor’s personnel will have a name badge or other recognizable insignia visibly displayed on their person. The Contractor agrees to take appropriate corrective action in any situation where a Contractor employee does not display professionalism or courtesy during interaction with the public, governmental authorities, other Contractor, Owner personnel, etc. Owner reserves the right to require the Contractor to cease the use of persons for performance under this Agreement who in the opinion of Owner are not professional or courteous in their contact with the public or doesn’t demonstrate proficiency in performing the Work.

ARTICLE 2 - TERM OF AGREEMENT:

2.0 The effective date of this Agreement shall begin ___________________ 2025.

2.1 The term of this Agreement shall be until __________________ 2030.

2.2 Owner reserves the right to terminate this Agreement without cause upon ninety (90) days written notice to Contractor.

2.3 Owner and Contractor each reserve the right to terminate, with cause, the Agreement at any time without recourse, by giving written notice to the other party at least seven (7) days prior to the effective date of such termination. The Contractor shall be entitled to receive just and equitable compensation for all services that have been provided up to the effective date of such termination. Notwithstanding the foregoing, Owner will pay for services satisfactorily completed but not yet invoiced and services completed and invoiced at the prices set forth in this Agreement. “For cause” shall mean any material breach of the Agreement that is not cured within thirty (30) days of receipt of written notice of same by the other party and, in the case of a breach by Owner, failure to pay for services within the time frame set forth herein.

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2.4 Either party will have the right to terminate this Agreement if the other party becomes insolvent, is the subject of or participates in an assignment of assets for benefit of creditors, or if either files or becomes the subject of an involuntary petition for bankruptcy.

2.5 Any work assignments, which are partially completed at the expiration or termination of this Agreement, shall be finished by the Contractor in accordance with the terms of this Agreement if requested by Owner.

ARTICLE 3 - COMPENSATION AND PAYMENT

3.0 During the term, Owner shall pay Contractor for the Work performed hereunder in accordance with the attached payment schedule set out in Attachment “A” to this Agreement. Payment for all services performed under this Agreement will be made at the rates listed on the payment schedule unless changed by contract amendment. Unless otherwise negotiated or agreed upon by both parties in writing, no additional payments will be made for items not listed on the payment schedule, including all Federal State, and local fees, duties, tariffs, and taxes that may be imposed upon the Work or any materials used therein at the time of contracting or at a later time.

3.1 Unit priced rates may be adjusted once per calendar year effective on the anniversary effective date of the Agreement based on the most recent available month’s “All Items” line item of the Consumer Price Index- Urban (CPI-U) data available for reference at www.bls.gov.

3.2 All invoices shall be e-mailed to accountspayable@kub.org or mailed to:

Knoxville Utilities Board Accounts Payable P.O. Box 51326 Knoxville, Tennessee 37950-1326

3.3 Owner shall have five (5) days to do an independent evaluation of the billing to determine the accuracy of and finally approve each invoice from the receipt date of the invoice. Owner shall then pay the Contractor within thirty (30) days of each approved invoice, with payment amounts calculated on the basis of the units of work contained in the Payment Schedule and as completed by the Contractor as specified in this Agreement. Owner retains the right to do an independent evaluation of the billing to determine the accuracy thereof. Owner shall have the right to return to the Contractor within or immediately after the five (5) day approval period any invoice that is not correct and the payment of which it disputes (hereafter referred to as "Billing Dispute"). In the case of a Billing Dispute, Owner shall set forth in a writing addressed to Contractor the exact nature of the dispute and its proposed solution. Contractor will respond within ten

(10) business days of receipt of said writing and include a proposed solution if different than the one suggested by Owner. Owner shall adhere to the same five (5) day evaluation and payment within thirty

(30) days from approval for revised invoices submitted from Billing Disputes. The Contractor may also resubmit an invoice for approved items for processing and work on resubmitting un-approved items separately. Owner shall have the right to modify or amend the format of the invoice as to customer information fields upon verbal or written notice to the Contractor provided that Contractor is not required to amend or change its standard “blank” invoicing form. For invoices returned to the Contractor in the event of validated billing errors Owner reserves the right to charge the Contractor $100.00 per invoice returned to cover the costs of Owner administrative time.

http://www.bls.gov/ mailto:accountspayable@kub.org

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3.4 The pricing in the Payment Schedule for the Work required by this Agreement includes all costs, overhead, and profit to the Contractor in fulfillment of this Agreement and no other charges or fees shall be billed to Owner, except as specified herein. Any and all fees, duties, tariffs, taxes, surcharges, training or other requirements of any jurisdiction concerned in the Work, which are in place at the time of the Proposal, shall be included and accounted for in the prices quoted. The Contractor shall be solely responsible for any and all additional expenses, including all Federal, State, and local fees, duties, tariffs, and taxes levied, reporting and/or testing requirements, incurred at any time after award of this Agreement, except as specified herein.

3.5 The obligations of the Owner hereunder are payable from the revenues of the appropriate divisions of the Knoxville Utilities Board.

ARTICLE 4 - WARRANTY AND DAMAGES

4.0 Contractor shall perform all Work in a safe, efficient, good, and workmanlike manner. Contractor warrants for a period of one (1) year from the date of completion of the Work that Work completed shall conform to the requirements of the Agreement and shall be performed with the ordinary skill and care of trained professionals. As a condition of warranty, Owner must give the Contractor written notice of non-conforming work within the original warranty period. If any Work is found not to conform to the Agreement, Contractor shall, at its option, either refund that portion of Contractor’s fees pertaining to such non-conforming Work or repair or replace the defective Work at no cost to Owner. Contractor makes no other warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose. All action against Contractor by Owner in warranty, tort, agreement, or otherwise, must be commenced within one (1) year of the date of accrual of such action.