Town of Farragut

Request for Qualifications

RFQ No. 2027-05 Kingston Pike Corridor Study

(Municipal Center Drive / Jamestowne Boulevard Connectivity Feasibility Study)

1. Information for Respondents

Advertisement The Town of Farragut, TN is accepting sealed qualifications statements for the Municipal Center Drive/Jamestowne Boulevard Connectivity Feasibility Study.

RFQ No. 2027-05 may be obtained at https://www.townoffarragut.org/bids.aspx or by phoning Town of Farragut, Finance Department, Procurement Division, 865-966-7057.

Submittal deadline is Thursday, October 1, 2026, at 2:00 p.m. EST. The public RFQ opening will be held at the response submittal deadline at Farragut Town Hall, 11408

Municipal Center Drive, 2nd floor, Farragut, TN 37934. If problem accessing documents, phone Finance Department, Procurement Division, 865-966-7057 or email procurement@townoffarragut.org.

RESPONDENTS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE

ENTIRE RFQ.

1.1 Schedule of Events

The Town of Farragut’s intended schedule for the solicitation is as follows:

RFQ Issue 09/09/2026 Deadline for Questions* 09/18/2026 @ 5:00 PM EST RFQ Opening 10/01/2026 @ 2:00 PM EST Evaluation 10/01/2026-10/07/2026 Estimated Intent to Award 10/08/2026 Estimated Board of Mayor and Alderman Approves/Contract Signed

10/22/2026

*All questions must be directed to the Finance Department as the sole point of contact for this solicitation. Questions shall be submitted in writing to procurement@townoffarragut.org by the stated deadline. Respondents are prohibited from contacting any other officials, employees, or representatives regarding this solicitation. Unauthorized contact may result in disqualification. Responses to questions will be issued only through formal addendum and will be posted to the designated procurement portal.

The documents for the project may be obtained on the following sites:

Town Website:

https://www.townoffarragut.org/bids.aspx Registration is required but at no cost to vendors.

Beacon Bid:

https://www.beaconbid.com/register/supplier Also requires vendor registration, offering national visibility.

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

It is the Respondent’s responsibility to ensure that the Town’s website and Beacon Bid are reviewed for RFQ changes prior to submission of its qualifications statement.

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

1.2 Communication

All communication regarding this solicitation must be submitted via email to the Finance

Department representative identified below:

Candace Whitt, CPPB

Grant & Procurement Account cwhitt@townoffarragut.org procurement@townoffarragut.org

The Grant & Procurement Account will be the sole point of contact for this RFQ.

Respondents’ contact with anyone else in the Town is forbidden and may result in disqualification of the Respondent’s qualifications statement. Further, any oral communication will be considered unofficial and non-binding on the Town.

Respondents should rely only on written statements issued by the Finance

Department representative.

The firm will invoice the Town of Farragut monthly for services provided under a lump sum fee contract, and each invoice must clearly specify the date range of services rendered. However, the submittal of a Statement of Qualifications should not include any fee structure or costs.

1.3 Addenda and Cancellation

The Town reserves the right to amend this solicitation in writing at any time. The Town also reserves the right to cancel or reissue the solicitation at its sole discretion. If an addendum is issued, it will be posted on these websites:

Town Website:

https://www.townoffarragut.org/bids.aspx Registration is required but at no cost to vendors.

Beacon Bid:

https://www.beaconbid.com/register/supplier Also requires vendor registration, offering national visibility.

It is the Respondent’s responsibility to ensure that the Town’s website and/or Beacon Bid are reviewed for solicitation changes prior to submission of its qualifications statement.

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

The Town of Farragut will not be liable in any way for costs incurred by any respondent in the preparation and submission of its qualifications statement in response to this solicitation, nor for the presentation of its qualifications statement and/or participation in any required meetings, discussions or negotiations.

1.4 Submittal Instructions

Qualifications statements are to be received by the Town no later than the date and time indicated in Section 1.1. Respondents assume the risk of the method of delivery.

The Town assumes no responsibility for delays caused by any delivery service.

Postmarks will not be accepted as proof of receipt. Emailed submissions will not be accepted. A respondent’s failure to submit a response as required before the deadline may cause the qualifications statement to be disqualified.

Respondents must submit their qualifications statements in a sealed package as outlined:

One (1) loose paper copy clearly marked “Original” with all applicable forms.

Single sided.

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

Three (3) bound paper copies clearly marked “Copy” with all applicable forms.

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

Town Hall

Attn: Finance Department, Candace Whitt

11408 Municipal Center Drive

2nd Floor

Farragut, TN 37934

The sealed package should be clearly labeled with the following: RFQ Envelope Cover Sheet Provided on next page and must be attached to the OUTSIDE of your sealed package). Failure to attach information may result in disqualification.

Confidential RFQ 2027-05 Municipal Center Drive / Jamestowne Boulevard Connectivity

Feasibility Study Submission Due Date and Time Respondent Name Respondent Address Respondent Phone Number

1.5 Response Format

To be considered responsive, all submittals must be made in accordance with these instructions. Submittals shall include all of the following information and shall be organized in the following order.

A. Title Page: Include name of firm, address, phone number, contact person, and email address of contact person.

B. Table of Contents

C. Letter of Transmittal: Limit to one page.

D. Describe the firm/team and experience with projects of similar size and scope.

Include the respective roles and responsibilities of each team member. (Limit to 15 pages)

E. Provide the team’s availability commitment for the project duration.

F. Provide the team/firm’s approach to the project and an estimated timeline of delivery of services.

G. References: Include the name, address, telephone number, and e-mail address for contact person at three (3) public entities that represent the type of work requested for the scopes under this RFQ, to which the respondent has provided these services within the last 5 years.

H. Provide a statement that the firm is licensed and qualified to perform the requested services in the State of Tennessee. Include copies of applicable licenses, registrations, certifications for the firm and pertinent personnel who will participate in the project.

I. Any supplemental information that might enhance the Town’s understanding of the firm and its experience/qualifications. (Limit to 2 pages)

J. Required Forms:

Drug Free Workplace Iran Divestment Act Certification Non-Boycott of Israel Certification Certification regarding debarment and suspension Title VI Assurance Equal Employment Opportunity Addenda Acknowledgement Non-Collusion Affidavit Statement of Illegal Immigrants Byrd Anti-Lobbying Amendment Certification Owner’s Ethnicity and Gender of Contracts and Sub-Contractors List of any subcontractors List on company letterhead any sub-consultants to complete the work

1.6 Evaluation Criteria

The Town of Farragut staff will utilize objective criteria when evaluating and ranking qualified respondents against the scope of services in Section 2, Project Description and Scope of Work. Each qualifications statement is scored independently across five categories for a total possible score of 100 points. These criteria are outlined below:

Category Point s Evaluation Criteria

Firm Qualifications and Experience

Demonstrated experience conducting roadway feasibility studies, connectivity studies, or comparable transportation planning projects. Experience coordinating with TDOT and working on state route corridors, including intersections such as Kingston Pike (SR-1) and Campbell Station Road (SR-332). Firm capacity and availability to complete the study within the grant-funded project schedule. Experience with multimodal, pedestrian, and traffic circulation studies in town center or mixed-use settings.

Project Team and Key Personnel

Qualifications of the proposed project manager and key staff across transportation planning, traffic engineering, civil engineering, environmental review, and right-of-way.

Relevant licensure and certifications, including PE, AICP, or PTOE, held by key personnel. Direct experience of named staff on similar feasibility or roadway connectivity studies. Qualifications of proposed subconsultants for specialized disciplines such as environmental, utility, or economic analysis.

Project Understanding and Technical Approach

Understanding of the purpose and need for evaluating the Municipal Center Drive extension and its connection to an extended Jamestowne Boulevard. Proposed methodology for analyzing existing and projected traffic operations, including the Kingston Pike (SR-1) and Campbell Station Road (SR-332) intersection. Approach to evaluating pedestrian access, safety, walkability, and multimodal accommodations within the Town Center. Approach to identifying right-of-way, utility, drainage, and environmental constraints affecting feasibility. Approach to developing conceptual roadway and intersection layouts and planning-level cost estimates. Approach to assessing economic and development implications for the approximately 68-acre tract at 11500 Kingston Pike.

Clarity of the proposed feasibility study report structure, findings, and recommendations.

Relevant Project Experience and References

Examples of completed feasibility studies or roadway connectivity studies of similar scope and complexity. Client references confirming quality, responsiveness, and on-time delivery. Experience working with Tennessee municipalities and familiarity with local and state transportation planning processes.

Schedule and Project Management Approach

Proposed project schedule and ability to meet grant-funded milestones and deadlines. Project management approach, including communication plan and coordination with Town staff. Approach to quality control and management of subconsultants, if applicable.

Total Possible Score

1.7 Selection Process

Procurement of these professional services shall comply with the Town of Farragut Procurement Ordinances and the State of Tennessee laws. Town staff will review each SOQ for completeness and responsiveness to the requirements of this RFQ. A selection committee will evaluate and score each qualified respondent against the criteria in the Evaluation Criteria section, for a total possible score of 100 points. The committee will rank respondents based on these scores. The Town may request interviews or additional information from the top-ranked firms before making a final selection. The Town reserves the right to negotiate scope, schedule, and fee with the highest-ranked respondent. If negotiations do not result in a contract acceptable to the Town, the Town may negotiate with the next-ranked respondent. Selection of the successful firm and contract award are subject to approval by the Farragut Board of Mayor and Aldermen.

The contents of this RFQ, including all terms, conditions, specifications, and requirements, as well as the selected firm’s response, will be incorporated into and made a part of the final contract between the Town of Farragut and the successful firm.

By submitting a qualifications statement, the respondent acknowledges and agrees that the provisions of this RFQ will serve as binding obligations within any resulting agreement.

END OF SECTION

RFQ Envelope Cover Form

(This MUST be completed and attached to the OUTSIDE of sealed envelope)

11408 Municipal Center Dr

2nd Floor Farragut, TN 37934

Confidential

Request for Qualifications

DO NOT OPEN

RFQ No. 2027-05

RFQ Opening Thursday, October 1, 2026, 2026, at 2:00 p.m. EST

Company Name:

Company Address:

Contact Name:

Telephone Number:

Email Address:

TOWN USE ONLY:

Received By:__________ Date: ___________ Time:___________

2. Project Description and Scope of Work

2.1. Project Description

The Town of Farragut will hire a Consultant to conduct a feasibility study evaluating the practicality of extending Municipal Center Drive to the western portion of Municipal

Center Drive through a connection with an extension of Jamestowne Boulevard from

Kingston Pike. The study will evaluate the potential impacts of the proposed connection on vehicular and pedestrian access, traffic circulation, safety, and overall mobility within the Town Center area.

The study will assess transportation, engineering, right-of-way, environmental, utility, and planning considerations associated with the proposed connection and determine whether the extension would provide meaningful transportation and accessibility benefits. The study will develop planning-level recommendations regarding the feasibility and implementation of the proposed roadway connection.

2.2. Purpose and Need

The purpose of this project is to evaluate the practicality of extending Municipal Center

Drive and Jamestowne Boulevard to improve vehicular and pedestrian connectivity within Farragut's Town Center. The study will determine whether the proposed roadway connection would improve access between destinations, enhance pedestrian mobility and safety, improve traffic circulation, and reduce congestion at the intersection of

Kingston Pike (SR-1) and Campbell Station Road (SR-332).

As redevelopment continues within the Town Center, the Town seeks to understand the transportation benefits, operational impacts, implementation challenges, and overall feasibility of creating a more connected street network. The study will provide planning-level analyses and recommendations to support future transportation planning and capital investment decisions.

2.3. Scope of Services

The Consultant's scope of services shall generally include, but not necessarily be limited to, the following tasks:

Review existing roadway characteristics, traffic conditions, pedestrian facilities, crash history, land use, and planned development within the study area.

Evaluate existing vehicular and pedestrian circulation patterns within the Town Center, including access to adjacent commercial, civic, and residential properties.

Assess the practicality of extending Municipal Center Drive and connecting it to an extension of Jamestowne Boulevard, including planning-level engineering constraints and opportunities.

Analyze existing and projected traffic operations and identify the anticipated effects of the proposed connection on the surrounding roadway network, including the Kingston Pike (SR-1)/Campbell Station Road (SR-332) intersection.

Evaluate the potential impacts of the proposed connection on pedestrian access, safety, walkability, and connectivity throughout the Town Center.

Assess multimodal transportation opportunities, including accommodations for pedestrians, bicyclists, and transit users, as appropriate.

Identify potential right-of-way, utility, drainage, and environmental constraints that may affect the feasibility of the proposed connection.

Develop conceptual roadway and intersection layouts sufficient to evaluate transportation impacts and feasibility.

Prepare planning-level cost estimates and identify potential implementation challenges.

Summarize the anticipated benefits and impacts of the proposed connection on vehicular access, pedestrian access, traffic operations, safety, and future development.

Prepare a feasibility study report documenting the technical analyses, findings, conclusions, and recommendations regarding the practicality of the proposed roadway extension and connection.

Assess the potential economic and development implications of the proposed roadway connection for the approximately 68-acre tract at 11500 Kingston Pike.

2.4. Deliverables

The Consultant shall prepare and submit a written feasibility study documenting the analyses, evaluations, findings, and conclusions developed as part of this scope of services. The feasibility study shall include, as appropriate, existing and projected transportation conditions, conceptual roadway and intersection layouts, pedestrian and multimodal considerations, right-of-way, utility, drainage, and environmental constraints, anticipated impacts and benefits of the proposed roadway connection, and the potential economic and development implications for the approximately 68-acre tract at 11500

Kingston Pike.

The final study shall include planning-level cost estimates, potential implementation considerations, and recommendations regarding the feasibility, practicality, and potential phasing of the proposed extension of Municipal Center Drive and connection to an extension of Jamestowne Boulevard from Kingston Pike. The Consultant shall identify key opportunities, constraints, and next steps necessary to advance the proposed connection, if warranted.

The final product shall be suitable for use by the Town in transportation planning, land use and development planning, interagency coordination, future capital improvement planning, and evaluation of potential future development within the Town Center area.

END OF SECTION

General Terms and Conditions

The following terms, conditions and instructions apply (unless otherwise noted) to all of the Town of Farragut solicitations whether they are quotations, bids, proposals, requests for qualifications or other types of solicitations. The term “vendor” is used collectively for bidder, vendor, proposer, quoter, contractor and all other terms implying or meaning one who is responding to an opportunity with the Town of Farragut. The submission of a response means that the vendor understands and agrees with the Town of Farragut’s instructions to vendors.

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

2. AWARD/REJECTION OF RESPONSES. Awards are made to the responsible vendor complying with the conditions of the solicitation based on the response that receives the highest rating and is in the Town of Farragut’s best interest. The Town of Farragut reserves the right to reject any and all responses and to waive any informality in the responses received whenever the Town of Farragut determines that such rejection or waiver is in the Town of Farragut’s best interest.

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

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

4. USE OF SOLICITATION FORMS. Vendors are to complete the forms contained in the solicitation package.

Failure to complete these forms may result in the rejection of your response.

Vendors are not to change the pricing method that is on the solicitation document unless the Procurement/Finance office approves the change.

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

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

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

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

9. COMPENSATION AND PAYMENT TERMS. For the completion of the Work, the Town of Farragut shall pay Vendor the contract sum set forth in the purchase order and/or contract. Payments may be made in amounts which are consistent with the percentage of goods/non-professional services completed and invoiced by the Vendor as set forth in the purchase order.

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

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

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

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

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

12. PRICE WARRANTY. Vendor warrants that the prices for the goods or non-professional services sold the Town are not less favorable than those currently extended to any other customer for the same or similar goods or non-professional services in similar quantities. In the event Vendor reduces its price for the goods or non-professional services during the term of this purchase order, Vendor agrees to reduce the prices charged to Town correspondingly. The Vendor warrants that prices shown on this purchase order/agreement are complete, and no additional charges of any type will be added without the Town’s express written consent.

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

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

14. DELIVERY. All deliveries shall be to the designated Town of Farragut property, and they must be Freight On Board (FOB) Town of Farragut, Tennessee with all delivery, handling, surcharges and other charges included in the bid price. Failure to do so may cause rejection of the bid.

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

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

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

a. Commercial General Liability Insurance, with a limit of $1,000,000 for each occurrence and $2,000,000 in the general aggregate.

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

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

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

The vendor shall not commence work on the goods/non-professional services until a Certificate of Insurance has been submitted to the Town showing proof that the Vendor has obtained the necessary insurance coverage. If any of the above cited policies expire during the life of this Agreement, it is the Vendor’s responsibility to forward renewal Certificates within ten (10) days after the renewal date containing all the aforementioned insurance provisions. Certificates must specifically cite the following provisions:

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

a) Commercial General Liability

b) Auto Liability

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

iii. All policies, expect Professional Liability Insurance, if applicable, waives rights of recovery (subrogation) against Town of Farragut, its agents, representatives, officers, directors, officials and employees for any claims arising out of work or services performed by Vendor under this Agreement.

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

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

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

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

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

If it should be determined that the Town has improperly cancelled this contract for a default, the cancellation is considered a termination for convenience.

23. DISPUTE RESOLUTION. Claims, disputes, or other matters in question between the parties to this Agreement arising out of or relating to this Agreement, or breach thereof, shall be subject to mediation in Farragut. Tennessee, in accordance with the following provisions:

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

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

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

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

24. DELAY IN PERFORMANCE. Neither the Town nor Vendor shall be considered in default of the Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonconforming party. For purposes of this Agreement, such circumstances include abnormal weather conditions; floods;

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

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

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

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

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

Town of Farragut

Attn: Finance/Procurement

11408 Municipal Center Drive

Farragut, TN 37934

(865) 966-7057

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

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

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

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

29. SUCCESSORS AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Town and Vendor and their respective permitted successors and permitted assigns.

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

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

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

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

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

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

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

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

The Vendor understands and acknowledges the applicability to it of:

a. the American with Disabilities Act,

b. the Immigration Reform and Control Act of 1986,

c. the Drug Free Workplace Act of 1988.

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

e. Copeland “Anti-Kickback” Act

f. Title VI of the Civil Rights Act of 1964

END OF THIS SECTION

TOWN OF FARRAGUT

GOVERNMENTAL REGULATION ADDENDA

The following commitments, certificates and affidavits find their origin in federal and state law related to funding granted by state and federal entities to local governments like the Town of Farragut, and are agreed to by the parties to the contract or agreement to which it is incorporated:

l. With respect to compliance with the Equal Employment Opportunity requirements:

(a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color. religion, sex. sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of his nondiscrimination clause.

(b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity or national origin.

(c) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

(d) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(e) The Contractor will comply with all provisions of Executive Order 1 1246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(f) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(g) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 1 1246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 1 1246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(h) The Contractor will include the portion of the sentence immediately preceding paragraph (g) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

The Town of Farragut (herein the "Client" or the "Applicant") further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:

Provided, That if the Applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The Applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The Applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a Contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will cany out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon Contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part Il, Subpart D of the Executive Order. In addition, the Applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the Applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such Applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

2. With respect to compliance with Copeland "Anti-Kickback Act":

(a) Contractor. The Contractor shall comply with 18 U.S.C. 874, 40 U.S.C.

3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

(b) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause above and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses,

(c) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F R.

5.12."

3. With respect to compliance with the Contract Work Hours and Safety Standards Act:

(a) Overtime requirements. No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages.

In addition, such Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (l) of this section, in the total of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set…