Supply Agreement 5.2.25.pdf

Revised 4/17/2025

Supply Agreement - 1

SUPPLY AGREEMENT

CONTROL #XXXX

This Agreement, made at and entered into on _______________ , 2025 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, (hereinafter called “KUB”), _______________________ (hereinafter called “Supplier”), a corporation existing under the laws of the State of

WITNESSETH

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

WHEREAS, KUB invited bids for ________________________ as called for in said bid; and

WHEREAS, under the bid, Supplier, submitted an original, qualified bid dated ____________________ (the “Bid”) that is the most responsive and best conforms to the specifications and needs of KUB, and such Bid has been accepted by KUB for the performance of ___________________________ and

WHEREAS, a written contract (“Agreement”) for the delivery of certain supplies in the price schedule attached hereto as Attachment “A”, on an “as-needed” basis should be executed by and between KUB and Supplier, covering the items described in this Agreement and the submitted Bid.

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:

1.0 SCOPE OF SERVICES:

1.1 During the term of this Agreement, Supplier shall provide materials to KUB under this Agreement of the highest quality, and in compliance with bid specifications. Supplier will inform KUB, in writing, of any changes that do not meet KUB’s specifications.

1.2 The description and initial quantity to be supplied by Supplier to KUB under this Agreement shall be as provided in the Bid, purchase order, and subsequent KUB purchase orders.

1.3 Supplier will maintain an adequate inventory of materials to ensure sufficient levels for prompt fulfillment of KUB’s purchase order requests.

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1.4 Supplier will include a packing slip with each purchase. The packing slip will be in duplicate and will include description of item, quantity shipped, unit price, each item’s total, and grand total.

1.5 KUB will not accept discrepant shipments, including but not limited to partial shipments or substitutions.

2.0 TERM OF AGREEMENT:

2.1 The effective date of this Agreement shall begin _______________, 2025.

2.2 The term of this Agreement shall be until ___________________, 2030.

2.3 KUB reserves the right to terminate this Agreement without cause upon ninety (90) days written notice to Supplier.

2.4 KUB and Supplier 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 thirty (30) days prior to the effective date of such termination. “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 KUB, failure to pay for services within the time frame set forth herein.

2.5 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.

3.0 COMPENSATION AND PAYMENT

3.1 During the term, KUB 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.

3.2.1 Unit priced rates may be adjusted once per calendar year effective on the anniversary effective date of the Agreement based on the previous month’s “All Items” line item of the Consumer Price Index-Urban (CPI-U) data available for reference at www.bls.gov. Any price change proposed by Contractor after said http://www.bls.gov/

Supply Agreement - 3 twelve-month period must be approved by KUB and must be presented to KUB in writing thirty (30) days before the price change is to take effect.

3.2.2 The pricing in the pricing schedule includes all costs, shipping (FOB Destination), overhead, and profit to the Contractor in fulfillment of this Agreement and no other charges or fees shall be billed to KUB, except as specified herein.

3.3 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

3.4 KUB 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. KUB 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. KUB retains the right to do an independent evaluation of the billing to determine the accuracy thereof. KUB 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, KUB 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 that the one suggested by KUB. KUB 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. KUB 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 KUB reserves the right to charge the Contractor $100.00 per invoice returned to cover the costs of KUB administrative time.

3.5 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 KUB, 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, are included in the prices quoted. The Contractor shall be solely responsible for any and all additional expenses, including taxes mailto:accountspayable@kub.org

Supply Agreement - 4 levied, reporting and/or testing requirements, incurred after award of this Agreement, except as specified herein.

3.6 The obligation of the OWNER hereunder are payable from the revenues of the appropriate divisions of the Knoxville Utilities Board.

3.7 Contractor shall be responsible for payment of any and all tax liabilities that may be imposed pursuant to this Agreement including those taxes imposed by the Tennessee Department of Revenue. Contractor shall specifically have responsibility for payment of sales and use taxes pursuant to the State of Tennessee Department of Revenue.

4.0 INDEMNIFICATION

4.1 Supplier agrees to indemnify, hold harmless, and defend KUB, its commissioners, officers, managers, employees, agents, affiliates, successors and assigns from and against any demands, liabilities, obligations, claims, 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 KUB, or which KUB may incur, become responsible for, or pay out as a result of death or bodily injury to any person (including workers’ compensation benefits to KUB 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 any other claim of loss or damage against KUB, by any third party, caused, in whole or in part, by operations of Supplier under this Agreement, Supplier’s breach of any term or provision of this Agreement, or because of any negligent, grossly negligent, reckless or willful act or omission on the part of Supplier its employees, agents, or subcontractors.

This agreement to indemnify, hold harmless and defend KUB shall include claims related to KUB’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 KUB.

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.

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Notwithstanding anything else herein to the contrary, no party shall be liable to any other for any indirect, incidental, special, punitive, exemplary or consequential loss, cost, damage, expense, or other liability, whether arising from contract, tort (including negligence), strict liability or any other cause of or form of action whatsoever, except for such party’s willful misconduct.

5.0 INSURANCE

5.1 Before this Agreement becomes effective and without limiting its liability under this Agreement, the Supplier shall maintain, during the life of this Agreement, the following insurance and shall furnish to KUB certificates of insurance as evidence thereof. The Supplier must provide a certificate of insurance to KUB for the following insurance.

Workers’ Compensation and Employer’s Liability Insurance, with limits not less than Five Hundred Thousand Dollars ($500,000.00).

Commercial General Liability Insurance, including coverage for bodily injury and property damage, with limits not less than One Million Dollars ($1,000,000.00) for each occurrence.

Automobile Liability Insurance, with limits not less than One Million Dollars ($1,000,000.00) for each occurrence.

The liability coverage required of Supplier under this section will include KUB as an additional insured. The coverage for which KUB will be included as an additional insured will be limited to those claims against KUB that are caused, in whole or in part, by acts or omissions on the part of Supplier for which Supplier may be held solely liable and will be subject to all the terms and conditions of Supplier insurance policy or policies. In no event will KUB be considered an additional insured under any policy of insurance issued to Supplier or under any self-insurance retention by Supplier for those claims arising in whole or in part out of KUB’s own negligence or other fault.

6.0 EVENTS OF DEFAULT AND REMEDIES

6.1 The following shall be considered events of default by Supplier:

6.1.1 Supplier failure or refusal to provide materials in a timely manner after notice by KUB to proceed;

6.1.2 KUB’s determination that Supplier has delivered or provided the delivery or provision of inadequate materials to KUB;

6.1.3 The assignment or subletting of this Agreement or any part thereof without the proper written consent of KUB;

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6.1.4 The existence of any relationship by any officer, shareholder, or partner of Supplier with KUB that violates the conflict of interest provisions of Tenn.

Code Ann., §6-54-107 and/or 12-4-101;

6.1.5 The unnecessary and unreasonable delay of KUB operations at any time because of any act or omission on the part of Supplier; and

6.1.6 Any other violation of any provision of this Agreement.

6.2 In the event of any default of this Agreement by Supplier, KUB may immediately take one or more of the following actions:

6.2.1 KUB may cancel the Agreement;

6.2.2 KUB may require Supplier to discontinue the work under this Agreement immediately;

6.2.3 KUB may sue Supplier for all damages suffered by KUB; and

6.2.4 KUB may seek and obtain whatever equitable relief that may be available including but not limited to injunction and specific performance.

6.2.5 KUB’s pursuit of one or more of the above remedies will not be a waiver of any other remedy available to KUB.

6.3 Supplier shall pay the costs and expenses of KUB’s enforcement of its rights under this Agreement, including but not limited to reasonable attorney’s fees.

6.4 Should KUB fail or refuse to pay any amount due to Supplier hereunder, then

Supplier may cancel this Agreement, and KUB shall pay the cost and expense of Supplier enforcement of its rights hereunder, including but not limited to reasonable attorney’s fees.

7.0 NON-DISCRIMINATION POLICY

7.1 Title VI: The Vendor, Supplier, or Contractor agrees that 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 activities for which KUB received Federal Financial Assistance.

The Vendor, Supplier, or 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 the receipt of financial assistance.

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8.0 MISCELLANEOUS PROVISIONS

8.1 This Agreement shall be governed by and interpreted and enforced under the laws of the State of Tennessee.

8.2 The Supplier hereby submits to personal jurisdiction before the Courts of Knox

County, Tennessee, for resolution of any disputes that may arise out of this Agreement.

8.3 Supplier shall comply with all applicable local, state, and federal laws and regulations pertaining to the manufacture, distribution, delivery, storage and handling of materials.

8.4 KUB reserves the right, without impairing this Agreement, to order changes in the amount, quantity or type of materials to be provided by Supplier under this Agreement. Any such change required by KUB shall be communicated to Supplier in writing at least thirty (30) days prior to the effective date of this change. The writing identified herein shall be considered an amendment to this Agreement.

Nothing herein shall be deemed to require KUB to guarantee any purchase under this Agreement.

8.5 Supplier may not assign this Agreement or any part without prior written consent of KUB.

8.6 No amendment, modification, or interpretation of the contract shall be effective unless the same is in writing and signed by a duly authorized representative of

KUB.

8.7 Any notice that is required under this Agreement shall be provided as follows:

If to KUB:

Knoxville Utilities Board Attn: Brian Day Manager of Procurement 4505 Middlebrook Pike Knoxville, Tennessee 37921

If to Supplier:

All notices shall be hand delivered or mailed. If mailed, the notices shall be deemed given when deposited, postage prepaid, in the United States Mail or picked-up by a package carrier (FedEx, UPS, etc.).

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8.8 KUB and Supplier hereby certify that they are independent parties, acting as independent contractors and independent employers. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between KUB and the Supplier, and neither party shall have the authority to bind the other party in any respect. Supplier, nor any of its employees or subcontractors, shall be deemed to be agents or employees of KUB.

8.9 If one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

8.10 No delay or failure of KUB in exercising any right or power under this Agreement shall operate as a waiver of such right or power or prevent the future exercise of such right of power.

8.11 Nothing contained in this Agreement shall be construed as creating rights in third parties and the parties hereby express their intent that this Agreement is not intended to benefit in any manner third parties.

8.12 Headings provided in this Agreement are solely for the convenience of the parties, and shall not in any manner affect the meaning or interpretation of this Agreement.

8.13 Nothing contained in this Agreement or in bond or in any certificate or policy of insurance or in any provision of indemnity shall be construed to constitute a waiver by KUB of any provision, substantive or procedural, of the Tennessee Governmental Tort Liability Act, as amended, or of any other provision of federal, state, or local law affording KUB protection from or limitation of tort or other liability.

8.14 This Agreement shall be binding upon and shall inure to the benefit of KUB and Supplier and each of their respective successors and assigns.

8.15 This Agreement and any other writing specifically identified herein contain the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written, oral, or implied understandings, negotiations, commitments and writings between the parties on the subject matter of this Agreement. This Agreement may not be amended, modified, altered or changed in any respect whatsoever, except by further agreement in writing duly executed by the parties to this Agreement.

8.16 Neither party, nor its respective counsel, shall be deemed the drafter of this

Agreement, and all provisions of this Agreement shall be construed in accordance with the fair meaning, and not strictly construed for or against either party.

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8.17 Each of the parties to this Agreement hereby certifies to the other party or parties that, pursuant to Tennessee Code Annotated Section 12-4-119, such party is not currently and will not for the duration of this Agreement engage in a boycott of Israel. For purposes of this section, all definitions, terms, and meanings 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, as of the day and year first written in the first paragraph of this Agreement, each party hereto retaining an executed copy hereof.

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Vendor Name

By ______________________________________

Printed Name _____________________________

Title _____________________________________

Address __________________________________

Phone ___________________________________

Email ___________________________________

Knoxville Utilities Board:

By _______________________________________

Name: Brian Day Attest: Title: Procurement Manager Procurement Department __________________________ Address: 4505 Middlebrook Pike (Witness) Knoxville, TN 37921 Phone: 865-558-2613 Email: Brian.Day@kub.org

End of Agreement