HomeMy WebLinkAboutCore Business Interiors, Inc. - Purchase Agreement - 1-19-2023DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE
January 19, 2023 . by and between CITY OF FRESNO, a California
municipal corporation (City), and CORE BUSINESS INTERIORS, INC., a California
corporation (Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for
materials, supplies, equipment, and public work of improvement. The City is allowed to
piggyback an existing government agency's agreement, under Fresno City Charter 1208.
The parties agree the Vendor was the lowest responsive and responsible bidder for
Invitation for Bid (IFB) issued by the City of Charlotte. The IFB is attached hereto as
Exhibit A and is incorporated herein by reference. The Parties agree that the Vendor has
entered a Cooperative Purchase Contract with the City of Charlotte, NC, (PIGGYBACK
CITY OF CHARLOTTE; CONTRACT# 2020000606) through OMNIA PARTNERS
(Original Government Contract).
2. Vendor's Obligation. Vendor shall provide those services and carry out that
work described in the Original Government Contract, which is attached hereto as Exhibit
B and is incorporated herein by reference, subject to all the terms and conditions
contained or incorporated herein.
3. City's Obligation. City shall make to the Vendor those payments described
in Exhibits A and B, subject to all the terms and condition contained or incorporated
herein.
4. Notwithstanding the requirements that the Original Government Contract is
fully binding on the Parties, the parties have agreed to modify certain non -material
provisions of the Original Government Contract as applied to this Agreement between the
Vendor and the City, as follows:
a) City's Insurance and Indemnity provisions attached as Exhibit D.
b) Address change for the City: Notwithstanding the address and
contract information for the government entity as set out in Exhibit B, the Vendor agrees
that notices and invoices will be sent to:
City of Fresno
Attention: Melissa Perales
Purchasing Manager
2101 G. Street, Bldg. A
Fresno, CA 93706
Phone: (559) 621-1157
FAX: (559) 457-1564
FIN-S Formal Cooperative Purchase Agreement (10-2022)
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
c) Notwithstanding anything in Exhibits A and B to the contrary, this
Agreement shall be governed by, and construed and enforced in accordance with , the
laws of the State of California, excluding however, any conflict of laws rule which would
apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of this Agreement and any rights and dut8ies
hereunder shall be Fresno County, California.
d) All other provisions in the Original Government Contract are fully
binding on the parties and will represent the agreement between the City and the Vendor.
[Signatures follow on the next page.]
FIN-S Formal Cooperative Purchase Agreement (10-2022)
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
IN WITNESS WHEREOF, the parties
have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a Caiifgrnianrqunicipal corporation
By: FACWSSX 1/26/2023
elissa eraies
Purchasing Manager
No signature of City Attorney required.
Standard Document #FIN-S Formal
Cooperative Purchase Agreement
(10-2022) has been used without
modification, as certified by the
unclrs
' 11 by:
By:aun,ha. Gatw�t-,j 1/26/2023
Sandra Gamez
Procurement Supervisor
ATTEST:
TODD STERMER, CMC
City CIo"u C5igneu by:
By:L
qe^ 1/26/2023
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: Sandra Gamez
2101 G. Street, Bldg. A
Fresno, CA 93706
Phone: (559) 621-1169
E-mail: Sandra.Gamez@fresno.gov
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City's Insurance and Indemnity
FIN-S Formal Cooperative Purchase Agreement (10-2022)
CORE BUSINESS INTERIORS, INC.,
a California corporation
Docusgw!d by:
FaWkt& �jt,In.S6t& 12/30/2022
By:
_ E9E98E*K16-$A 13F
Name: Andrea Benson
Title: secretary
(If corporation or LLC., Board Chair,
Pr aEx dea byres.)
By:
(�Sa �twiwtt,Vwtaun, 12/30/2022
.
Name: Lisa Zimmerman
Title: CFO
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Vendor:
CORE Business Interiors, Inc.,
Attention: Andrea Benson
7761 N. Ingram Ave., Suite 109
Fresno, CA 93711
Phone: (559) 297-6400
E-mail: AndreaB@coreinteriors.com
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
EXHIBIT A
Invitation For Bids
FIN-S Formal Cooperative Purchase Agreement (10-2022)
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
REQUEST FOR PROPOSALS
FURNITURE, INSTALLATION AND RELATED
PRODUCTS AND SERVICES
RFP # 269-2019-105
CHARLOTTE..
CITY OF CHARLOTTE
NORTH CAROLINA
JUNE 199 2019
1
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
REQUEST FOR PROPOSALS
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
DUNE 19, 2019
Dear Sir or Madam:
The City of Charlotte, North Carolina (herein "City" or "Lead Public Agency") on behalf of itself and all
states, local governments, school districts, and higher education institutions in the United States of America,
and other government agencies and nonprofit organizations (herein "Participating Public Agencies") is now
accepting Proposals for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND
SERVICES. The requirements for submitting a Proposal are stated in the attached Request for Proposals
(the "RFP"). Please review them carefully.
A Non -Mandatory Pre -Proposal Conference for the purpose of reviewing the REP and answering
questions regarding the Services will be held on JULY 9, 2019 at 10 a.m. EDT, at the Charlotte -
Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202,
Basement — CHI Room or via teleconference at 704-336-5494. Please bring a copy of the RFP with you
at that time. All interested Companies should return a completed Request For Proposals Acknowledgement
Form (see Section 7, Form 1) by the date stated in the schedule in Section 3.1 of this RFP.
An electronic copy of the RFP in Microsoft Word and Sample Project Pricing Sheet in Excel format may
be obtained by contacting Genetta N. Carothers at gcarothersAcharlottenc.gov or at
htt s://chartottenc. gv/Doin Business/Pa es/Contract❑ ortun.ities.as x.
All Proposals are due to City of Charlotte Finance Department, City Procurement, 9th Floor, CMGC 600
East Fourth Street, Charlotte, North Carolina 28202, no later than JULY 30, 2019 at 2 p.m. EDT.
Two (2) electronic copies of the Proposal on a flash drive in a searchable format such as MS Word or Adobe
Acrobat and one (1) original Proposal signed in ink by a company official authorized to make a legal and
binding offer, plus three (3) copies of your Proposal must be submitted in a sealed box or opaque envelope
plainly marked with the Proposal number and service description as follows:
Request for Proposals
Attention: Genetta N. Carothers
[Name of Company Submitting Proposal]
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP # 269-2019-105
RFP questions must be directed to Genetta N. Carothers, Finance Department — City Procurement, per the
enclosed instructions in Section 2.3. The City is an equal opportunity purchaser.
Sincerely,
Kay Elmore
Chief Procurement Officer
CC' Tomek Kruszec, OMNIA Partners
RFP Project Team
RFP file
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
Checklist for submitting a Proposal:
Step 1-Read the document fully.
Step 2-If you plan on submitting a Proposal then fax or email Form 1 in Section 7 to the number or email
address listed on the sheet.
Steps 3-If you have any questions send them before the deadline listed in Section 3.3.
If you plan to submit a Proposal you must follow this checklist, and must include everything detailed
below.
Proposal Copies - Please provide the specified number for each format
❑ 2 Copies on a flash drive
1 Copy marked "Original"
❑ 3 Copies marked "Copy"
Proposal Format - Proposals should be formatted as follows:
Included
Check
Requirements
Cover Letter(per Section 5.1.1)
Executive Summ er Section 5.1.2)
Addenda Acknowledgement Form Section 7, Form 2
Proposal Submission Form Section 7, Form 3
Pricing Sheet (Section 7, Form 4) Attachment 1 containing: Fixed Percentage Discounts /
Hourly Rates / Monthly Rate / Sample Projects
MWSBE Utilization Section 7 Form 5)
Com an 's Background Response Section 7, Form 6
References Section 7, Form 7
Certification Regarding Debarment Section 7, Form 8
Byrd Anti -Lobbying Certification Section 7, Form 9
Environmental Purchasing Response Section 7, Form la
OMNIA Partners - Res onse for National Cooperative Contract Section 8, Exhibit A
OMNIA Partners - Federal Funds Certification (Section 8, Exhibit F
OMNIA Partners — Ownership Disclosure Form Section 8 Exhibit G Doc #1
OMNIA Partners — Non -Collusion Affidavit Section 8 Exhibit G, Doc #2
OMNIA Partners — Affirmative Action Affidavit Section 8, Exhibit G, Doc #3
OMNIA Partners — Political Contribution Disclosure Form Section 8, Exhibit G Doc #4
OMNIA Partners — Stockholder Disclosure Certification Section 8 Exhibit G Doc #5
OMNIA Partners — Certification of Non -Involvement in Prohibited Activities in Iran
Section 8, Exhibit G, Doc #6)
OMNIA Partners — New Jersey Business Registration Certificate (Section 8, Exhibit G,
Doc #7)
Exceptions to any part of the RFP (If you take any exceptions to anything in this document,
please list it in a category in your Proposal called "Exceptions" and offer an alternative
solution).
The above items constitute ail that inust be included in tlae Proposal. If awarded a contract, you will be
required to provide an insurance certificate that meets or exceeds the requirements set forth in Section 9.
It is the Company's responsibility to check w►vw.ips.state.nc.us or the City's Contract Opportunities
Site for any addenda or changes to this Project. Search for bid # 269-2019-105 to find if any
documents or changes have been posted.
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Table of Contents
TABLE OF CONTENTS
1. OMNIA PARTNERS............................................................................................................1
2. INTRODUCTION.................................................................................................................1
2.1. OBJECTIVE....................................................................................................................... . 1
2.2. DEFINITIONS.....................................................................................................................1
2.3. ACCURACY OF RFP AND RELATED DOCUMENTS..............................................................4
2.4. CITY'S RIGHTS AND OPTIONS...........................................................................................4
2.5. EXPENSE OF SUBMITTAL PREPARATION............................................................................4
2.6. PROPOSAL CONDITIONS....................................................................................................5
3. PROCUREMENT PROCESS............................................................................................11
3.1. SCHEDULE AND PROCESS................................................................................................11
3.2. INTENT TO PROPOSE........................................................................................................11
3.3. INTERPRETATIONS AND ADDENDA..................................................................................11
3.4. PRE -PROPOSAL CONFERENCE.........................................................................................12
3.5. SUBMISSION OF PROPOSALS............................................................................................12
3.6. CORRECTION OF ERRORS................................................................................................13
3.7. EVALUATION. .. ... _ .......................................................................................................... 13
3.8. CONTRACT AWARD BY COUNCIL....................................................................................13
3.9. VENDOR INCLUSION........................................................................................................13
4. SCOPE OF FURNITURE, INSTALLATION AND RELATED PRODUCTS AND
SERVICES...........................................................................................................................14
4.1. GENERAL SCOPE .......................................................
4.2. PRODUCT STANDARDS AND GUIDELINES ..................
4.3. PRICING....................................................................
4.4. PRICE ADJUSTMENTS ................................................
4.5. ENVIRONMENTAL PURCHASING REQUIREMENTS......
5. PROPOSAL CONTENT AND FORMAT ...................
5.1. PROPOSAL CONTENT ..............................................
6. PROPOSAL EVALUATION CRITERIA ................
6.1. QUALIFICATIONS AND EXPERIENCE .........................
6.2. NATIONAL/CORPORATE SUPPORT ............................
6.3. PRODUCTS AND SERVICES OFFERING .......................
6.4. PROJECT APPROACH / PROPOSED SOLUTION............
6.5. PRICING...................................................................
6.6. FINANCIAL QUALIFICATIONS ...................................
6.7. MWSBE SUBCONTRACTOR UTILIZATION ................
6.8. ACCEPTANCE OF THE TERMS OF THE CONTRACT.....
7. REQUIRED FORMS ....................................................
...................................................14
...................................................15
...................................................15
...................................................17
...................................................17
..................................................19
.................................................20
................................................ 21
..21
.....................................................21
..................................................... 21
.....................................................21
.....................................................21
.....................................................21
.....................................................22
.....................................................22
.................................................... 23
8. OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A .................................... 39
9. SAMPLE CONTRACT...................................................................................................... 86
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 1
OMNIA Partners — National Contract
OMNIA PARTNERS.
1.1 National Contract.
The City of Charlotte, as the Principal Procurement Agency, defined in Attachment A, has
partnered with OMNIA Partners to make the resultant contract (also known as the "Master
Agreement" in materials distributed by OMNIA Partners) from this solicitation available to
other public agencies nationally, including state and local governmental entities, public and
private primary, secondary and higher education entities, non-profit entities, and agencies for
the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing
program. The City of Charlotte is acting as the contracting agency for any other Public Agency
that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public
Agency is preceded by their registration with OMNIA Partners (a "Participating Public
Agency"). Attachment A contains additional information about OMNIA Partners and the
cooperative purchasing agreement.
OMNIA Partners is the largest and most experienced purchasing organization for public and
private sector procurement. Through the economies of scale created by OMNIA Partners public
sector subsidiaries, National IPA and U.S. Communities, our participants now have access to
more competitively solicited and publicly awarded cooperative agreements. The lead agency
contracting process continues to be the foundation on which we are founded. OMNIA Partners
is proud to offer more value and resources to state and local government, higher education, K-
12 education and non -profits.
OMNIA Partners provides shared services and supply chain optimization to government,
education and the private sector. As a channel partner with Vizient (formally, Novation),
OMNIA Partners leverages over $100 billion in annual supply spend to command the best prices
for products and services. With corporate, pricing and sales commitments from the Company,
OMNIA Partners provides marketing and administrative support for the Company that directly
promotes the Company's products and services to Participating Public Agencies though multiple
channels, each designed to promote specific products and services to Public Agencies on a
national basis. Public Agencies benefit from pricing based on aggregate spend and the
convenience of a contract that has already been advertised and publicly competed. The Company
benefits from a contract that allows Participating Public Agencies to directly purchase goods
and services without the Company's need to respond to additional competitive solicitations. As
such, the Company must be able to accommodate a nationwide demand for products and services
and to fulfill obligations as a nationwide Company and respond to the OMNIA Partners
documents (Section 8).
The City of Charlotte anticipates spending approximately $25M over the full potential Master
Agreement term for furniture, installation and related products and services. While no minimum
volume is guaranteed to the Company, the estimated annual volume of furniture, installation and
related products and services purchased under the Master Agreement through OMNIA Partners,
Public Sector is approximately $300M. This projection is based on the current annual volumes
among the City of Charlotte, other Participating Public Agencies anticipated to utilize the
resulting Master Agreement to be made available to them through OMNIA Partners, and volume
growth into other Public Agencies through a coordinated marketing approach between the
Company and OMNIA Partners.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
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Section 2
Introduction and General Information
2. INTRODUCTION.
2.1 Objective.
The objective of this RFP is to solicit Proposals that will enable the City and Participating
Public Agencies to determine which Company and Proposed Solution will best meet the City
and Participating Public Agencies' needs for FURNITURE, INSTALLATION AND
RELATED PRODUCTS AND SERVICES as requested in this RFP.
2.2 Definitions.
As used in this RFP, the following terms shall have the meanings set forth below:
Acceptance: Refers to receipt and approval by the City of a Deliverable or Service
in accordance with the acceptance process and criteria in the Contract.
Affiliates: Refers to all departments or units of the City and all other
governmental units, boards, committees or municipalities for which
the City processes data or performs services.
Biodegradable: Refers to the ability of an item to be decomposed by bacteria or other
living organisms.
Charlotte Business
Inclusion (CBI): Refers to the Charlotte Business Inclusion office of the City of
Charlotte.
Charlotte Combined
Statistical Area (CSA): Refers to the consisting of the North Carolina counties of Anson,
Cabarrus, Cleveland, Gaston, Iredell, Lincoln, Mecklenburg, Rowan,
Stanly, and Union, and the South Carolina counties of Chester,
Lancaster, and York; a criteria used by Charlotte Business INClusion
to determine eligibility to participate in the program.
City: Refers to the City of Charlotte, North Carolina.
City Project Manager: Refers to a specified City employee representing the City's best
interests in this Project.
Company: During the solicitation process, refers to a company that has interest
in providing the Services. After the solicitation process, refers to a
company that has been selected by the City to provide the Services.
Company Project
Manager: Refers to a specified Company employee representing the best
interests of the Company for this Project.
Contract: Refers to a written agreement executed by the City and the Company
for all or part of the Services.
Deliverables: Refers to all tasks, reports, information, designs, plans, and other items
that the Company is required to deliver to the City in connection with
the Contract.
Department: Refers to a department within the City of Charlotte.
Documentation: Refers to all written, electronic, or recorded works that describe the
use, functions, features, or purpose of the Deliverables or Services or
any component thereof, and which are provided to the City by the
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
Section 2
Introduction and General Information
Company or its subcontractors, including without limitation all end
user manuals, training manuals, guides, program listings, data models,
flow charts, and logic diagrams.
Environmentally
Preferable Products: Refers to products that have a lesser or reduced effect on human health
and the environment when compared with competing products that
serve the same purpose. This comparison may consider raw materials
acquisition, production, manufacturing, packaging, distribution,
reuse, operation, maintenance, or disposal of the product.
Evaluation Committee: Refers to a City appointed committee that will evaluate Proposals and
identify the Company(-ies) best meeting the needs of the City.
Master Agreement: Refers to the Agreement that is made available by the Principal
Procurement Agency after the successful completion of the
competitive solicitation and selection process, wherein Participating
Public Agencies may utilize the agreement to purchase Products and
Services.
Minority Business
Enterprise/MBE: Refers to a business enterprise that: (i) is certified by the State of North
Carolina as a Historically Underutilized Business (HUB) within the
meaning of N.C. Gen. Stat. § 143-128.4; (ii) is at least fifty-one
percent (51 %) owned by one or more persons who are members of one
of the following groups: African American or Black, Hispanic, Asian,
Native American or American Indian; and (iii) has significant business
presence in the Charlotte Combined Statistical Area.
MWSBE: Refers to SBEs, MBEs and WBEs, collectively.
MWSBE Goal:
If a RFP or Contract has separate Subcontracting Goals for MBEs,
WBEs, and/or SBEs, the term MWSBE is a shorthand way to refer
collectively to all MBE, WBE, and SBE Goals set for the RFP. In
some instances, the City may set one combined goal for MBEs, WBEs,
and/or SBEs, in which event the term MWSBE Goal refers to that one,
combined goal. In the latter instance, calculated as a percentage, the
MWSBE Goal represents the total dollars spent with MBEs, WBEs,
and SBEs as a portion of the total Proposal amount, including any
contingency.
Participating Public
Agency:
Refers to all states, local government entities, public and private
primary, secondary and higher education entities, non-profit entities,
and agencies for the public benefit that register with OMNIA Partners
and elect to utilize the Master Agreement.
Post -Consumer
Recycled Material:
Refers to material and by-products which have served their intended
end -use by a consumer and have been recovered or diverted from solid
waste. It does not include those materials and by-products generated
from, and commonly reused within, an original manufacturing
process.
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 2
Introduction and General Information
Principal Procurement
Agency:
Refers to the City of Charlotte, North Carolina.
Products:
Refers to the Furniture, Installation and Related Products and Services
as requested in this RFP.
Proposal:
Refers to the proposal submitted by a Company for the Products and
Services as outlined in this RFP.
Recyclability:
Refers to products or materials that can be collected, separated or
otherwise recovered from the solid waste stream for reuse, or used in
the manufacture or assembly of another package or product, through
an established recycling program. For products that are made of both
recyclable and non -recyclable components, the recyclable claim
should be adequately qualified to avoid consumer deception about
which portions or components are recyclable.
Recycled Material:
Refers to material and by-products which have been recovered or
diverted from solid waste for the purpose of recycling. It does not
include those materials and by-products generated from, and
commonly reused within, an original manufacturing process.
Services:
Refers to the Furniture, Installation and Related Products and Services
as requested in this RFP.
Small Business
Enterprise/SBE:
Refers to a business enterprise that is certified by the City of Charlotte
under Part E of the CBI Policy as meeting all of the requirements for
SBE certification.
Specifications and
Requirements:
Refers to all definitions, descriptions, requirements, criteria,
warranties, and performance standards relating to the Deliverables and
Services that are set forth or referenced in: (i) this RFP, including any
addenda; (ii) the Documentation; and (iii) any functional and/or
technical specifications that are published or provided by the
Company or its licensors or suppliers from time to time with respect
to all or any part of the Deliverables or Services.
Subcontracting Goals:
Refers to the SBE, MBE, WBE, and MWSBE Goals established by
the City for an RFP and resulting Contract.
Trade Secrets:
Information of the City or any of its suppliers, contractors or licensors:
(a) that derives value from being secret; and (b) that the owner has
taken reasonable steps to keep confidential. See N.C. Gen. Stat. § 66-
152 et seq. Examples of trade secrets include information relating to
proprietary software, new technology, new products or services, flow
charts or diagrams that show how things work, manuals that tell how
things work and business processes and procedures.
Women Business
Enterprise ("E):
Refers to a business enterprise that: (i) is certified by the State of North
Carolina as a Historically Underutilized Business (HUB) within the
meaning of N.C. Gen. Stat. § 143-128.4; (ii) is at least fifty-one
percent (51 %) owned by one or more persons who are female; and (iii)
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 2
Introduction and General Information
has significant business presence in the Charlotte Combined Statistical
Area.
Work Product: Refers to the Deliverables and all other programs, algorithms, reports,
information, designs, plans and other items developed by the
Company in connection with this RFP, and all partial, intermediate or
preliminary versions of any of the foregoing.
2.3 Accuracy of RFP and Related Documents.
Each Company must independently evaluate all information provided by the City. The City
makes no representations or warranties regarding any information presented in this RFP, or
otherwise made available during this procurement process, and assumes no responsibility for
conclusions or interpretations derived from such information. In addition, the City will not be
bound by or be responsible for any explanation or conclusions regarding this RFP or any related
documents other than those provided by an addendum issued by the City. Companies may not
rely on any oral statement by the City or its agents, advisors, or consultants.
If a Company identifies potential errors or omissions in this RFP or any other related
documents, the Company should immediately notify the City of such potential discrepancy in
writing. The City may issue a written addendum if the City determines clarification necessary.
Each Company requesting an interpretation will be responsible for delivering such requests to
the City's designated representative as directed in RFP Section 3.
2.4 City's Rights and Options.
The City reserves the right, at the City's sole discretion, to take any action affecting this RFP,
this RFP process, or the Services or facilities subject to this RFP that would be in the best
interests of the City, including:
2.4.1 To supplement, amend, substitute, or otherwise modify this RFP, including the
schedule, or to cancel this RFP, at any time;
2.4.2 To require any Companies to supplement or clarify its Proposal or provide additional
information relating to its Proposals;
2.4.3 To investigate the qualifications, experience, capabilities, and financial standing of
each Company submitting a Proposal;
2.4.4 To waive any defect or irregularity in any Proposal received;
2.4.5 To reject any or all Proposals;
2.4.6 To share the Proposals with City employees and contractors in addition to the
Evaluation Committee as deemed necessary by the City;
2.4.7 To award all, none, or any part of the Services and enter into Contracts with one or
more of the responding Companies deemed by the City to be in the best interest of the
City, which may be done with or without re -solicitation;
2.4.8 To discuss and negotiate with any Company(-ies) their Proposal terms and conditions,
including but not limited to financial terms; and
2.4.9 To terminate discussions and negotiations with any Company at any time and for any
reason.
2.5 Expense of Submittal Preparation.
The City accepts no liability, and Companies will have no actionable claims, for reimbursement
of any costs or expenses incurred in participating in this solicitation process. This includes
expenses and costs related to Proposal submission, submission of written questions, attendance
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
DocuSign Envelope ID: 4F25F81 E-F03A-41332-87213-C132C472D9E74
Section 2
Introduction and General Information
at pre -proposal meetings or evaluation interviews, contract negotiations, or activities required
for contract execution.
2.6 Proposal Conditions.
The following terms are applicable to this RFP and the Company's Proposal.
2.6.1 RFP Not an Offer.
This RFP does not constitute an offer by the City. No binding contract, obligation to
negotiate, or any other obligation shall be created on the part of the City unless the
City and the Company execute a Contract. No recommendations or conclusions from
this RFP process concerning the Company shall constitute a right (property or
otherwise) under the Constitution of the United States or under the Constitution, case
law, or statutory law of North Carolina.
2.6.2 Trade Secrets and Personal Identification Information
Definition.
Upon receipt by City Procurement, all materials submitted by a Company (including
the Proposal) are considered public records except for (1) material that qualifies as
"trade secret" information under N.C. Gen. Stat. § 66-152 et seq. ("Trade Secrets")
or (2) "personally identifiable information" protected by state or federal law, to
include, but not be limited to, Social Security numbers, bank account numbers, and
driver's license numbers ("Personally Identifiable Information" or "PII").
Instructions for Marking and Identifying Trade Secrets.
If any Proposal contains Trade Secrets or PII, such Trade Secrets and PII must
specifically and clearly be identified in accordance with this Section 2.6.2 by clearly
separating them from the rest of the Proposal. For hard copy documents, it must be
submitted in a separate, sealed envelope, marked either "Personally Identifiable
Information — Confidential" or "Trade Secret —Confidential and Proprietary
Information." For electronic submissions it must also be submitted on a separate CD
or flash drive. In both hard copy or electronic format, the confidentiality caption
stated above must appear on each page of the Trade Secret or PII materials.
Availability of Pro osals to Qy Staff and Contractors.
By submitting a Proposal, each Company agrees that the City may reveal any Trade
Secret materials and PII contained therein to all City staff and City officials involved
in the selection process, and to any outside consultant or other third parties who serve
on the Evaluation Committee or who are hired or appointed by the City to assist in
the evaluation process.
Availabili of Fro osals via Public Records Requests.
Any person or entity (including competitors) may request Proposals submitted in
response to an RFP. Only those portions of RFPs properly designated as Trade Secret
or PII are not subject to disclosure. The public disclosure of the contents of a
Proposal or other materials submitted by a Company is governed by N.C. Gen. Stat.
§§ 132 and 66-152, et seq.
When determining whether to mark materials as Trade Secret, please note the
following:
Entire Proposals may not be marked as Trade Secret
Pricing may not be marked as Trade Secret
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The City may disqualify and Company that designates its entire Proposal as a trade
secret, or any portion thereof that clearly does not qualify under applicable law as a
Trade Secret or PII. Each Company agrees to indemnify, defend, and hold harmless
the City and each of its officers, employees, and agents from all costs, damages, and
expenses incurred in connection with refusing to disclose any material that the
Company has designated as a Trade Secret or PII. This includes an obligation on the
part of the Company to defend any litigation brought by a party that has requested
Proposals or other information that the Company has marked Trade Secret or PII.
2.6.3 Amendments to RFP.
If the City amends this RFP, addenda will be posted to the IPS website at
www.ips.state.nc.us and the City's Contract Opportunities Site. Companies are
required to acknowledge receipt of each addendum by including the Addenda
Receipt Confirmation Form (Section 7, Form 2) with their Proposals.
2.6.4 Proposal Terms Firm and Irreversible.
The signed Proposal shall be considered a firm offer on the part of the Company.
The City reserves the right to negotiate price and other terms. All Proposal elements
(including all statements, claims, declarations, prices, and specifications) shall be
considered firm and irrevocable for purposes of future Contract negotiations unless
specifically waived in writing by the City. The Company chosen for award should
be prepared to have its Proposal and any relevant correspondence incorporated into
the Contract, either in part or in its entirety, at the City's election.
2.6.5 Proposal Binding for 180 Days.
Section 7, Form 3 contains a statement to the effect that the Proposal is a firm offer
for one -hundred -eighty (180) calendar day period from the date of the opening. This
statement must be signed by an individual authorized to bind the Company. All
prices quoted shall be firm and fixed for the full Contract period. The City shall have
the option to accept subject to exception by Contract.
2.6.6 Charlotte Business INClusion Program.
Pursuant to Charlotte City Council's adoption of the Charlotte Business INClusion
(CBI) Policy, the CBI program promotes diversity, inclusion, and local business
opportunities in the City's contracting and procurement process for Minority,
Women, and Small Business Enterprises (MWSBEs) with a significant business
presence in the Charlotte Combined Statistical Area (CSA). The CBI Policy is posted
at: www.charlottebusinessinclusion.com.
The City is committed to promoting opportunities for maximum participation of
certified MWSBEs on City funded contracts at both the Prime and Subcontract level.
For MWSBE participation to count towards a Goal, MWSBEs must meet both the
certification and geographic requirements as detailed throughout this solicitation and
in the CBI Policy.
Companies responding to this RFP are required to provide a MWSBE Participation
Plan (Section 7, Form 5), describing your approach and past history with MWSBE
utilitzation. Failure to submit this form with the Proposal shall render the Proposal
non -responsive. The Participation Plan should include at a minimum the following
elements:
• Identify MWSBE vendors you propose to use on the project;
• Identify outreach efforts that will be employed by the Company to maximize
MWSBE inclusion throughout the life of the project;
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■ Identify specific scopes of work to be performed by MWSBEs;
• Document the overall percentage to be committed to MWSBEs; and
• Describe your approach and past history utilizing MSWBEs (include a list
of past projects and your MWSBE utilization on said projects).
• The City has established the following MWSBE Goals for all development,
planning, design, consulting, pre -construction and construction work, and
for any other work, services and products provided on the Project.
This Project has an aggregate MWSBE Goal of 10% for the City of Charlotte
usage estimated to be $500,000 annually: The total work performed by MWSBEs
in the aggregate.
Companies are highly encouraged to consider any and all possibilities for MWSBE
participation. A complete list of City certified SBEs and City registered MWBEs is
available at www.charlottebusinessinclusion.com. Please note, when identifying
MBEs for inclusion towards the established MBE Goal, only HUB certified
Aggregate MWSBE Goal 10%: The total work performed by MWSBEs in the
aggregate.
2.6.7 Subcontracting.
The Company given contract award shall be the prime contractor and shall be solely
responsible for contractual performance. In the event of a subcontracting
relationship, the Company shall remain the prime contractor and will assume all
responsibility for the performance of the Services that are supplied by all
subcontractors. The City retains the right to approve all subcontractors.
2.6.8 Equal Opportunity.
The City has an equal opportunity purchasing policy. The City seeks to ensure that
all segments of the business community have access to supplying the goods and
services needed by City programs. The City provides equal opportunity for all
businesses and does not discriminate against any Companies regardless of race,
color, religion, age, sex, and national origin or disability.
2.6.9 Use of City's Name.
No advertising, sales promotion, or other materials of the Company or its agents or
representatives may identify or reference the City in any manner absent the prior
written consent of the City.
2.6.10 Withdrawal for Modification of Proposals.
Companies may change or withdraw a previously -submitted Proposal at any time
prior to the Proposal due date. Only formal written requests addressed in the same
manner as the Proposal and received by the City prior to the Proposal due date will
be accepted. The request must be in a sealed envelope that is plainly marked
"Modifications to Proposal." No oral modifications will be allowed. If the
Company complies with this Section, after the Proposal due date, the Proposal, will
be withdrawn or corrected in accordance with the written request(s).
2.6.11 No Bribery.
In submitting a response to this RFP, each Company certifies that neither it, any of
its affiliates or subcontractors, nor any employees of any of the foregoing has bribed,
or attempted to bribe, an officer or employee of the City in connection with the
Contract.
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2.6.12 Exceptions to the RFP.
Other than exceptions that are stated in compliance with this Section and Section
5.1.4, each Proposal shall be deemed to agree to comply with all terms, conditions,
specifications, and requirements of this RFP including the Sample Contract language
included in Section 9. An "exception" is defined as the Company's inability or
unwillingness to meet a term, condition, specification, or requirement in the manner
specified in the RFP including the Sample Contract language included as in Section
9. All exceptions taken must be identified and explained in writing in your Proposal
and must specifically reference the relevant section(s) of this RFP. If the Company
provides an alternate solution when taking an exception to a requirement, the benefits
of this alternative solution and impact, if any, on any part of the remainder of the
Company's solution, must be described in detail.
2.6.13 Fair Trade Certifications.
By submitting a Proposal, the Company certifies that:
■ The prices in its Proposal have been arrived at independently, without
consultation, communication, or agreement with anyone, as to any matter
relating to such prices for the purpose of restricting competition;
■ Unless otherwise required by law, the prices quoted in its Proposal have not been
knowingly disclosed by the Company and will not knowingly be so disclosed
prior to the Proposal due date; and
■ No attempt has been made or will be made by the Company to induce any other
person or firm to submit or not to submit a Proposal for the purpose of restricting
competition.
2.6.14 Companies' Obligation to Fully Inform Themselves.
Companies or their authorized representatives must fully inform themselves as to all
conditions, requirements, and specifications of this RFP before submitting
Proposals. Failure to do so will be at the Company's own risk.
2.6.15 Environmentally Preferable Purchasing.
The City promotes the practice of Environmentally Preferable Purchasing (EPP) in
acquiring products or services. Applicable EPP attributes that may be taken into
consideration as environmental criterion include the following:
Recycled content
Recyclability
Reduced Packaging
Biodegradability
Compostability
Pollution Prevention
Reduced toxicity
Energy efficiency
Water efficiency
Life Cycle Management
Low volatile organic compounds
End of life management
Companies able to supply products or services containing any of the applicable
environmentally preferable attributes that meet performance requirements are
encouraged to offer them in the Proposal. Companies must provide certification of
environmental standards and other environmental claims, such as recycled content
and emissions data or a formal statement signed by a senior company official.
2.7 Guarantor.
If the Company is a subsidiary of another entity, the City requires that the Company's parent
entity provide a guarantee of payment of all of the Company's obligations under the Contract.
The City may also require that the Company obtain a guaranty from an entity other than the
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parent if the City concludes that such guaranty would be beneficial to protect the City's interest.
If the Company is not a subsidiary, the City may require that the Company obtain a guaranty
of payment from another entity if the City concludes that such guaranty would be beneficial to
protect the City's interest. If a guarantor is required, the Company must: (a) identify a guarantor
that is acceptable to the City, (b) provide the City with the same financial information about
the guarantor that the Company is required to provide about itself under this RFP; and (c)
provide the City with a signed, legally binding guaranty agreement from the approved
guarantor that is acceptable to the City in the City's sole discretion. Failure to comply with the
forgoing shall be grounds for rejection of the Company's Proposal.
2.8 Required Financial Information:
The Company must submit the financial information requested in this Section to the City's City
Procurement, without exception, within two (2) business days upon written request.
Companies must furnish the following financial information for the proposing Company(s),
guarantor(s), and any sub -contractor included as having a significant role (defined as providing
more than fifteen percent (15%) of the services) in providing Services to the City:
a) Annual audited financial reports for each of the past five (5) fiscal years, prepared in
accordance with Generally Accepted Accounting Principles (GAAP), and all relevant
notes;
b) The most recent Form 10-K and Form 10-Q filed with the Securities and Exchange
Commission (SEC); or, if the contractor is not regulated by the SEC, then the most recent
quarterly financial report; and
c) Description of any material adverse changes in financial position within the past five (5)
years; any material changes in the mode of conducting business; any bankruptcy
proceedings, mergers, acquisitions, takeovers, joint ventures, and/or divestitures within
the past five (5) years. In addition, provide a clear and definitive statement of the
following:
■ Years of providing similar Products and Services by the Company and/or predecessor
organization;
■ Whether or not the Company (and/or predecessor, guarantor or subcontractor) has
declared bankruptcy within the last five (5) years;
■ Description of the financial impact of any past or pending legal proceedings and
judgments, that could materially affect the Company's financial position or ability to
provide Services to the City. This information will be reviewed and assessed in
accordance with the information provided by the Company, in the above referenced
Section;
* All credit reports, credit bulletins, and any other published statements by the most
recognized agencies (Standard & Poors Rating Group, Moody, Investor Services, Dun
& Bradstreet, and Value Line) that have been issued or published about the entity
within the past five (5) years;
* The prospectus or offering statement for the entity's latest security or equity offering;
■ The company name, contact person, telephone number, and fax number of at least two
(2) references from bank or institutional lenders which have extended credit to the
entity in the past five (5) years; or if the entity has not applied for credit in the past five
(5) years, the contact person's name, telephone number, and fax number of at least two
(2) references from banks with which the entity conducts business;
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The company name, contact person, telephone number, and fax number of at least two
(2) credit references from suppliers/vendors;
Include in the statement of guarantor(s), as described in Section 2.7 Guarantor,
evidence of the ability of the guarantor to meet the short-term funding needs of the
Contract; and
Evidence that demonstrates the Company's ability to obtain the insurance as required
in Section 9. Such insurance should provide coverage in the stated amount for each
occurrence of bodily injury and for each occurrence of property damage with coverage
for products/completed operations, personal injury liability, and contractual liability.
Any additional information, which the Company believes, is appropriate to fully reflect the
financial strength of the entity.
Failure to provide such information is cause for rejection of the Proposal at the sole discretion
of the City. For any subcontractor providing more than fifteen percent (15%) of the Products
and Services, the City reserves the right, at its sole discretion, to reject the subcontractor if it
fails to meet minimum financial requirements. In the event the City's Evaluation Committee
rejects the subcontractor, the Company must assume the responsibilities of the subcontractor
or find a replacement satisfactory to the Evaluation Committee.
' If a Company does not have the audited financial statements requested, it is the responsibility of the Company to provide the City with
information of sufficient quantity and with verifiable sources to ascertain that the Company is financially capable of providing the
Products and Services described in this RFP. Failure to provide adequate financial information may result in the exclusion of your
Procurement from the procurement process.
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Procurement Process
3. PROCUREMENT PROCESS.
This Section 3 contains information about the procurement process for this Project.
3.1 Schedule and Process.
The following chart shows the schedule of events for the conduct of this RFP. The key events
and deadlines for this process are as follows, some of which are set forth in more detail in the
Sections that follow:
DATE
EVENT
JUNE 19, 2019
Issuance ofRFP. The City issues this RFP.
JUNE 27, 2019
Request for Proposals Acknowledgement. Companies that intend to
submit a Proposal shall submit the RFP Acknowledgement Form on
this date to the email or fax number listed in Section 3.2.
JUNE 27, 2019
Submission of Written Questions Prior to Pre -Proposal Conference.
Companies are permitted to submit written questions for purposes
of clarifying this RFP. All submissions must be pursuant to the
instructions in Section 3.3 by 2 p.m. EDT.
JULY 9, 2019
Non -Mandatory Pre -Proposal Conference to be held at the location
indicated in Section 3.4 at 10 a.m. EDT.
JULY 12, 2019
Submission of Written Questions After the Pre -Proposal
Conference. Questions are due by 5:00 p.m. EDT.
JULY 30, 2019
Proposal Submission. Proposals are due by 2 p.m. EDT. at City
Procurement, CMGC 9`" Floor.
JULY 30, 2019 —
Evaluation. The Evaluation Committee will assess each Proposal
SEPTEMBER 9,
and conduct evaluation activities with Companies.
2019
NOVEMBER 26,
Contract Award by Council.
2019
JANUARY 1,
Services commence. Company begins providing the Products and
2020
Services.
3.2 Intent to Propose.
Please acknowledge receipt of this RFP via email or facsimile by JUNE 27, 2019 using the
Request for Proposals Acknowledgement Form located in Section 7, Form 1. Complete the
form in its entirety advising the City of your firm's intention to submit or not submit a Proposal.
Email or fax a copy of the completed and signed form to the email address or number below.
The City strongly encourages Companies to submit this form prior to the Pre -Proposal
conference but Companies shall not be precluded from submitting a Proposal if they fail to
submit this form.
3.3 Interpretations and Addenda.
There are two (2) ways to ask questions about this RFP: (1) submit a question in writing to
the Procurement Officer at the e-mail address listed below; or (2) ask a question at the Pre -
Proposal Conference. Other than these permitted methods, Companies should refrain from
contacting City staff prior to the Proposal deadline. The City is not bound by any statements,
representations or clarifications regarding this RFP other than those provided in writing
by the Procurement Officer.
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Genetta N. Carothers
City of Charlotte
City Procurement
600 East 41h Street, CMGC 9`' Floor
Charlotte, NC 28202
RFP # 269-2019-105
Fax: 704-632-8257
E-mail: Rcarothers@,charlottenc.gov
When submitting questions, please reference the RFP page and topic number. In order for
questions to be addressed at the Pre -Proposal Conference, they must be submitted by 2 p.m.
EDT, on JUNE 27, 2019.
After the Pre -Proposal Conference, questions must be submitted in writing by the deadline
stated in Section 3.1. In the case of questions not submitted by the deadline, the Procurement
Officer will, based on the availability of time to research and communicate an answer, decide
whether an answer can be given before the Proposal deadline. When responding to Company
questions or issuing addenda to the RFP, the City will post the answer or information to the
Internet at http://www.ips.state.nc.us and the City's Contract Opportunities Site, referencing
solicitation #269-2019-105. Companies are required to acknowledge their receipt of each
addenda by including in the Proposal a completed Addenda Receipt Confirmation Form
(Section 7, Form 2).
3.4 Pre -Proposal Conference.
A Non -Mandatory Pre -Proposal Conference will be conducted on JULY 9, 2019 at 10 a.m.
EDT. The meeting will be held at the Charlotte -Mecklenburg Government Center (CMGC),
600 East Fourth Street, Charlotte, North Carolina 28202, Basement — CH14 Room or via
teleconference by calling 704-336-5494.
While attendance at the Pre -Proposal Conference is not mandatory, all interested Companies
are encouraged to attend. If special accommodations are required for attendance, please notify
Genetta N. Carothers in advance of the conference date and time identifying the special
accommodations required.
3.5 Submission of Proposals.
Proposals must be in the format specified in Section 5 of this RFP. Two (2) electronic copies
on a flash drive in a searchable format such as MS Word or Adobe Acrobat and one (1) original
Proposal signed in ink by a company official authorized to make a legal and binding offer, plus
three (3) copies shall be submitted to the address listed in Section 3.3 above by JULY 30, 2019
on or before but no later than 2 p.m. EDT. The original Proposal and each of the copies shall
be complete and unabridged, and shall not refer to any other copy of the signed and sealed
original for any references, clarifications, or additional information.
When received, all Proposals and supporting materials, as well as correspondence relating to
this RFP, shall become the property of the City. Proposals sent by fax or email will not be
accepted.
Due to security requirements at the Charlotte -Mecklenburg Government Center
(CMGC), sealed box(es), including any portions marked as Confidential/Trade Secret,
may be searched and thoroughly inspected prior to admittance. Please allow time for this
search to take place and to re -seal the box if delivering your Proposal in person to the
CMGC.
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Do not arrive at City Procurement on the Proposal due date for the purposes of reviewing your
competitors' Proposals. The Proposals will not be read aloud or made available to inspect or
copy until any trade secret issues have been resolved. All Proposals will be time -stamped upon
receipt and held in a secure place until opening.
3.6 Correction of Errors.
The person signing the Proposal must initial erasures or other corrections in the Proposal. The
Company further agrees that in the event of any obvious errors, the City reserves the right to
waive such errors in its sole discretion. The City, however, has no obligation under any
circumstances to waive such errors.
3.7 Evaluation.
As part of the evaluation process, the Evaluation Committee may engage in discussions with
one or more Companies. Discussions might be held with individual Companies to determine in
greater detail the Company's qualifications, to explore with the Company the scope and nature
of the required contractual Services, to learn the Company's proposed method of performance
and the relative utility of alternative methods, and to facilitate arriving at a Contract that will
be satisfactory to the City.
The City may in its discretion require one or more Companies to make presentations to the
Evaluation Committee or appear before the City and/or its representatives for an interview.
During such interview, the Company may be required to orally and otherwise present its
Proposal and to respond in detail to any questions posed. Additional meetings may be held to
clarify issues or to address comments, as the City deems appropriate. Companies will be
notified in advance of the time and format of such meetings.
Since the City may choose to award a Contract without engaging in discussions or negotiations,
the Proposals submitted shall state the Company's best offer for performing the Services
described in this RFP.
3.8 Contract Award by Council.
As soon as practical after opening the Proposals, the name of the apparent successful Company
will be submitted to the Council for final approval of award and the Procurement Officer will
provide Contract documents to the Company. In the event the Council approval is not received
within one hundred eighty (180) calendar days after opening of the Proposals, the Company
may request that it be released from the Proposal.
3.9 Vendor Inclusion.
The City's vendor management philosophy supports a fair, open, and inclusive process that
offers the same access and information to all Companies. Although Companies are not required
to be registered in the City's vendor registration system prior to submitting a Proposal, in order
to execute a contract with the City and receive payment from the City, all Companies must
register with the City's vendor registration system.
Your registration provides the City with baseline information for your company including
location, contact and demographic information, as well as your areas of expertise with specific
commodity and/or service descriptions. You will also have the opportunity to complete any
applicable certifications if your company desires to establish itself as an SBE, MBE, or WBE.
The link below will provide you with the opportunity to complete your registration on-line with
the City.
http: //char l ottenc. ZQv/vendors
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Section 4
Scope of Products & Services
4. SCOPE OF FURNITURE, INSTALLATION AND RELATED PRODUCTS AND
SERVICES.
4.1 General Scope.
The City is requesting the broadest selection of Office, Education, Classroom and
Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of
this RFP is to provide the City and Participating Public Agencies with Products and Services
to meet their various needs. Therefore, Companies should have demonstrated experience in
providing Products and Services as defined in this RFP, including but not limited to the
following:
■ Systems Furniture: A complete and comprehensive catalog of all systems furniture,
lines, and accessories available from the Company;
• Freestanding Furniture: A complete and comprehensive catalog of all case goods,
furniture, (including folding and mobile) desks, tables, and accessories not limited to pre-
school items available from the Company;
• Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs,
tandem seating and other general seating not limited to pre-school items available from the
Company;
• Soft Seating: A complete and comprehensive catalog selection of soft seating for areas
such as commons, libraries, waiting areas and open learning spaces. Products include, but
are not limited to, lounge seating, modular linear seating, tables, and accessories.
• Filing Systems, Storage and Equipment: A complete and comprehensive catalog of
filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and
equipment and accessories available from the Company;
• Technology Support Furniture: A complete and comprehensive catalog selection of
technology support furniture to support technology based learning environments.
• Library Furniture: A complete and comprehensive catalog selection of library furniture
including shelving.
• Science Laboratory Furniture: A complete and comprehensive catalog selection of
science laboratory furniture.
• Cafeteria Furniture: A complete and comprehensive catalog selection of cafeteria
furniture.
• Early Childhood Furniture: A complete and comprehensive catalog selection of early
childhood furniture.
• Audio/Visual Furniture: A complete and comprehensive catalog selection of audio/visual
furniture.
• Art Instructional Furniture: A complete and comprehensive catalog selection of art
instructional furniture.
• Educational Office Furniture: A complete and comprehensive catalog selection of
educational office furniture.
• Music Furniture and Storage: A complete and comprehensive catalog selection of music
furniture and storage equipment including, but not limited to, music posture chairs, band
stand, conductor systems, instrument storage and performance platforms.
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Scope of Products & Services
• Career/Technical Education Furniture: A complete and comprehensive catalog
selection of career/technical education furniture.
• Auditorium/Theater Fixed Seating: A complete and comprehensive catalog selection of
auditorium/theater fixed seating and related furniture.
• Related Products, Support Services and Solutions: Related office interior products and
design, "Quick Ship", design and layout, fabric and color design services, installation,
systems furniture reconfiguration, assessment tools, and any other related products and
services or solutions offered by the Company.
4.2 Product Standards and Guidelines.
All products must be manufactured in compliance with all standards including warning labels
and safety devices, guard and equipment required to meet the safety standards recognized by
industry safety, councils or organizations to establish safety standards such as Occupational
Safety and Health Administration (OSHA), National Fire Protection Association (NFPA),
National Institute of Occupational Safety and Health (NIOSH), American National Standards
Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environmental Protection Agency
(EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product
proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment.
Additionally, applicable products must meet the following specific standards:
• ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations)
• CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead -Containing Paint)
• ANSIBIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Seating), X5.5 (Desk
Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard)
• California Air Resources Board (CARB) (Formaldehyde Emissions)
• California Proposition 65 (Lead and Other Toxic Substances)
• California Bureau of Electronic and Appliance Repair, Home Furnishings, and Thermal
Insulation (BHFTI) (Technical Bulletin 117)
All Products offered must be new, unused, latest design and technology unless otherwise
specified.
4.3 Pricing.
The Company must submit a cost proposal fully supported by cost and pricing data adequate
to establish the reasonableness of the proposed fee in Section 7, Form 4. Provide one (1) firm
fixed percentage (%) discount off a manufacturer price list for each category (defined in Section
4.1) for the life of the contract and state why this is most advantageous to Participating Public
Agencies.
Prices must include manufacturer mark up, profit, item cost and storage to allow each customer
the ability to calculate and verify discount. All manufacturer price lists must be identified
in the Proposal response.
4.3.1 Delivery.
The fixed percentage discount will be based on the delivery requirements below:
4.3.1.1 Drop Ship: All deliveries shall be delivered to the site. Company is responsible
for unloading.
4.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved
to a designated area in the building. Company is responsible for unloading.
4.3.1.3 Company must provide the normal delivery time in days and any options for
expediting delivery in Section 7, Form 4.
FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 4
Sco a of Products & Services
4.3.2 Installation.
The fixed percentage discount will be based on the installation requirements below:
4.3.2.1 Basic Installation: Basic installation includes inside delivery, uncrating,
assembly, installation, removal of all debris from premises, installation
documents and the bill of materials per the purchaser's approved plan and
specifications.
4.3.2.2 Expanded Service Installation: Expanded service installation includes basic
installation; field measurements surveyed, documented and coordinated;
electrical and telecommunication/data in -feed locations are surveyed,
documented and coordinated; attend required coordination meetings with
purchaser and other contractors; and creation and implementation of punch list
by project manager.
4.3.2.3 Normal Hours: Normal hours are defined as 7:00 am — 5:00 pm local time.
4.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays.
4.3.2.5 Installation may be priced by region, zone or other categorization provided price
is submitted as an hourly rate. Basic and Expanded Service installation must be
priced as an hourly rate.
4.3.2.6 Pricing for installation and services such as design, project management, asset
management, refurbishment, and other services must be priced at an hourly rate
by state.
4.3.2.6.1 Design: Company must have the capability to recommend and design
appropriate layouts to fit the need of the City and Participating Public
Agencies.
4.3.2.6.2 Project Management: Company must have the ability to provide
project management services to help City and Participating Public
Agencies complete their projects on -time and within budget.
4.3.3 Storage should be priced at a monthly rate or other recommended fixed rate(s).
4.3.4 Detail any additional pricing incentives or rebates that may be available based on volume
discounts, dollar amounts or other criteria.
4.3.5 Provide pricing for any additional related products, services and solutions offered.
4.3.6 Sample Projects and Price Comparison.
For comparison purposes only, the Company must provide the following information for
the Sample Projects included in Section 7:
4.3.6.1 Cost breakdown of all components using proposed discounts and list prices;
4.3.6.2 Manufacturer Price List ID;
4.3.6.3 Color options;
4.3.6.4 Delivery options;
4.3.6.5 Installation options; and
4.3.6.6 Lead-time from receipt of purchase order.
All Products provide under this Contract that require assembly and installation should be
performed by the awarded manufacturers' certified installers. All installation work must meet
the manufacturer's specifications and industry standards. Company must provide the names
and addresses of each certified installer/subcontractory by geographical area, see Section 7,
Form 6.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-41332-8726-C132C472D9E74
Section 4
Scope of Products & Services
All work must be performed according to the standards established by the terms, specifications,
and drawings for each project and meet the manufacturer's specifications and industry
standards. It shall be the obligation of the Installer to obtain clarification from the Project
Coordinator concerning questions or conflicts in the specifications and drawings in a timely
manner as to not delay the progress of the work.
4.4 Price Adjustments.
All proposed pricing shall remain firm for the first year of the subsequent Contract through
December 31, 2020. Companies may request price adjustments (increases/decreases) for
consideration at least sixty (60) days prior to each anniversary of the Contract effective date.
All requests must be submitted in writing to City of Charlotte City Procurement along with
documentation of bona fide materials and labor increases for the cost of Products. No
adjustment shall be made to compensate a Company for inefficiency in operation or for
additional profit. Price decreases shall be accepted at any time during the term of the contract.
4.5 Environmental Purchasing Requirements.
The following are applicable items covered by the City's Sustainable Purchasing Policy that
must be accommodated by the Company:
Product or
Service
Examples
Environmental Attributes
Furniture
Desks, chairs, tables,
bookshelves
Recycled content, recyclability, end
of life management
Companies are required to provide information with their Proposals regarding the
environmental attributes in Section 7, Form 10.
4.6 New Products and Services.
New Products and Services may be added to the resulting Contract(s) during the term of the
Contract by written amendment, to the extent that those Products and Services are within the
scope of this RFP and include, but will not be limited to, new Product added to the
manufacturer's list offerings, and services which reflect new technology and improved
functionality. All requests are subject to review and approval of the City of Charlotte.
4.7 Safety.
All Companies and installers or subcontractor performing Services for the City of Charlotte
and Participating Public Agencies are required and shall comply with all Occupational Safety
and Health Administration (OSHA), State and County Safety Occupational Health Standards
and any other applicable rules and regulations. The Company and subcontractors shall be held
responsible for the safety of their employees and any unsafe acts or conditions that may cause
injury or damage to any persons or property within and around the work site area under this
contract.
4.8 Warranty.
In Section 7, Form 4, Company must address each of the following:
4.8.1 Applicable warranty and/or guarantees of furniture and installations including any
conditions and response time for repair and/or replacement of any components during
the warranty period.
4.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of
substantial completion.
4.8.3 Availability of replacement parts.
4.8.4 Life expectancy of furniture under normal use.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-GB2C472D9E74
Section 4
Scope of Products & Services
4.8.5 Detailed information as to proposed return policy on all furniture.
FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-41332-87213-CKC472D9E74
Section 5
Proposal Content and Format
5. PROPOSAL CONTENT AND FORMAT.
The City desires all Proposals to be identical in format in order to facilitate comparison. While the
City's format may represent departure from the Company's preference, the City requires strict
adherence to the format. The Proposal will be in the format described below:
A. Cover letter;
B. Proposed Solution;
C. The "Addenda Receipt Confirmation" set forth in Section 7, Form 2;
D. The "Proposal Submission" set forth in Section 7, Form 3;
E. The "Pricing Worksheet" set forth in Section 7, Form 4;
F. The "MWSBE Utilization" form set forth in Section 7, Form 5;
G. The "Company's Background Response" form set forth in Section 7, Form 6;
H. The "References" set forth in Section 7, Form 7;
I. The "Certification Regarding Debarment, Suspension and Other Responsibility Matters" set forth
in Section 7, Form 8;
J. The "Byrd Anti -Lobbying Certification" set forth in Section 7, Form 9;
K. The "Environmental Purchasing Responses" set forth in Section 7, Form 10;
L. The "Response for National Cooperative Contract" set forth in Section 8, Exhibit A;
M. The "Administrative Agreement, Example" set forth in Section 8, Exhibit B;
N. The "Federal Funds Certifications" set forth in Section 8, Exhibit F;
O. The "Ownership Disclosure Form" set forth in Section 8, Exhibit G, Doc #1;
P. The "Non -Collusion Affidavit" set forth in Section 8, Exhibit G, Doc #2;
Q. The "Affirmative Action Affidavit" set forth in Section 8, Exhibit G, Doc #3;
R. The "Political Contribution Disclosure Form" set forth in Section 8, Exhibit G, Doc #4;
S. The "Stockholder Disclosure Certification" set forth in Section 8, Exhibit G, Doc #5;
T. The "Certification of Non -Involvement in Prohibited Activities in Iran" set forth in Section 8,
Exhibit G, Doc #6;
U. The "New Jersey Business Registration Certificate" set forth in Section 8, Exhibit G, Doc #7;
and
V. Exceptions to the Remainder of the RFP, including the Sample Contract in Section 9.
The City encourages Proposals to be compatible with the City's waste reduction goals and policies.
Therefore, it is desired that all responses meet the following requirements:
• All Proposals be printed 8 1/2" x I V format with all standard text no smaller than eleven (11)
points;
• All copies be printed double -sided;
• All copies be printed on recycled paper (at least 30% post -consumer recovered material and at least
30% total recovered material);
• Unless necessary, all Proposal originals and copies should minimize or eliminate use of non -
recyclable or non -reusable materials such as 3- ring binders, plastic report covers, plastic dividers,
vinyl sleeves, and GBC binding. Glued materials, paper clips, and staples are acceptable; and
• Materials be submitted in a format that allows for easy removal and recycling.
Proposals must also include a CD or flash drive including the entire Proposal in a searchable format
such as MS Word or Adobe Acrobat.
Companies are required to organize the information requested in this REP in accordance with
the format and instructions outlined above and detailed below. Failure to do so may result in the
City, at its sole discretion, deeming the Proposal non -responsive. The Company, however, may
reduce the repetition of identical information within several sections of the Proposal by making
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP4 269-2019-105 JUNE 19, 2019
24
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 5
Proposal Content and Format
the appropriate cross-references to other sections of the Proposal. Appendices for certain
technical or financial information may be used to facilitate Proposal preparation.
5.1 Proposal Content.
5.1.1 Cover Letter.
The Proposal must include a letter of transmittal attesting to its accuracy, signed by
an individual authorized to execute binding legal documents. The cover letter shall
provide the name, address, telephone and facsimile numbers of the Company along
with the name, title, address, email address, telephone and facsimile numbers of the
executive that has the authority to contract with the City. The cover letter shall
present the Company's understanding of the Project and a summary of the approach
to perform the Services.
5.1.2 Executive Summary.
The Company shall submit an executive summary, which outlines its Proposal,
including the proposed general management philosophy. The executive summary
shall, at a minimum, include an identification of the proposed project team,
responsibilities of the project team, and a summary of the proposed Products and
Services. This section should highlight aspects of this Proposal, which make it
superior or unique.
5.1.3 Required Forms.
To be deemed responsive to this RFP, Companies must complete, in detail, all
Proposal Forms listed in this Section 7, items numbered C through K and Section 8,
items L through T.
5.1.4 Exceptions to the RFP.
Exceptions must be submitted in accordance with Section 2.6.12 of this RFP. If
exceptions are not identified in your Proposal they may not be considered during
Contract negotiation and could result in Proposal being rejected from further
consideration. If legal counsel needs to review the Sample Contract prior to
signature, reviews must be completed before your Proposal is submitted.
The City intends to enter into a City -drafted Contract with the successful Company
that contains the terms and conditions set forth in Section 9 ("Sample Terms"). The
number and extent of any exceptions and proposed additions to the Sample Terms
will be one of the City's evaluation criteria.
Accordingly, each Company must state specifically in its Proposal any exceptions to
the Sample Terms, or any such exceptions will be waived. Any Company -proposed
additional terms or conditions must also be included in the Proposal, and the City
reserves the right to refuse consideration of any terms not so included. Any proposed
changes to the Sample Terms after tentative contract award may constitute a material
change to the Company's Proposal and be grounds for revoking the award.
Notwithstanding the foregoing, the City reserves the right to modify the Sample
Terms prior to or during contract negotiations if it is in the City's best interest to do
so.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-FOM-4B32-87213-C62C472ME74
Section 6
Evaluation Criteria
6. PROPOSAL EVALUATION CRITERIA.
Proposals will be evaluated based on the Company's ability to meet the performance requirements of
this RFP. This section provides a description of the evaluation criteria that will be used to evaluate the
Proposals. To be deemed responsive, it is important for the Company to provide appropriate detail to
demonstrate satisfaction of each criterion and compliance with the performance provisions outlined in
this RFP. The Company's Proposal will be the primary source of information used in the evaluation
process. Proposals must contain information specifically related to the proposed Services and requested
herein. Failure of any Company to submit information requested may result in the elimination of the
Proposal from further evaluation.
Proposals will be assessed to determine the most comprehensive, competitive and best value solution
for the City based on, but not limited to, the criteria below. The City reserves the right to modify the
evaluation criteria or waive portions thereof. Proposals will be evaluated on the following major
categories:
a. Qualifications and Experience;
b. National/Corporate Support;
C. Range and Quality of Products and Services Offerings;
d. Project Approach and Proposed Solution;
e. Pricing;
f. Financial Qualifications;
g. MWSBE inclusion efforts; and
h. Acceptance of the Terms of the Contract.
6.1 Qualifications and Experience.
Companies will be evaluated on the background and experience information provided in Section
7, Form 6.
6.2 National/Corporate Support.
Companies will be evaluated based on their completed supplier qualifications, company history,
national company capabilities and responses to all OMNIA Partners requirements included in
this RFP.
6.3 Products and Services Offering.
Proposals will be evaluated on the selection of Furniture, Installation and Related Products and
Services they offer to the City and Participating Public Agencies with turnkey solutions to meet
the various needs of all agencies.
6.4 Project Approach / Proposed Solution.
Companies will be evaluated based upon their understanding, experience and qualifications in
providing and performing the same or substantially similar Products and Services, as reflected
by its experience in providing and performing such Products and Services. The evaluation will
include references regarding work for organizations with needs similar to the City's, and the
feasibility of the Company's approach for the provision of the Products and Services.
6.5 Pricing.
Under this criterion, Proposals will be compared in terms of the most reasonable and effective
pricing options. The Evaluation Committee will also take into consideration any indirect costs
associated with the Products and Services.
6.6 Financial Qualifications.
This criterion includes an evaluation of the financial qualifications of the Company. The
evaluation will take into account the financial strength of the Company and its ability to meet the
long-term financial requirements of the Contract.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-1`03A-4632-87213-C82C472ME74
Section 6
Evaluation Criteria
The Internal Audit Division of the City will evaluate the Proposal responses and give an opinion
to the Evaluation Committee as to the financial strength of each Company based on the financial
information submitted in accordance with this RFP.
During the evaluation phase, the Company must be able to provide the required financial
documents in Section 2.8 to City Procurement within two (2) business days upon written request.
6.7 MWSBE Subcontractor Utilization.
The City maintains a strong commitment to the inclusion of MWSBEs in the City's contracting
and procurement process. For the purposes of this RFP, the City will consider a Company's
MWSBE certification and/or MWSBE subcontracting inclusion efforts. To count towards a
Department MWSBE Goal, MWSBE certified Companies and/or their MWSBE subcontractors
must meet the following certification criteria prior to Proposal submission:
• Be designated as a City certified SBE; and/or
• Be designated as a City registered MBE or WBE
This Project has an aggregate MWSBE Goal of 10% for the City of Charlotte usage
estimated to be $500,000 annually. MWSBE utilization is only one (1) criterion considered in
the totality of all criteria listed in this Section 6.
6.8 Acceptance of the Terms of the Contract.
The City will evaluate the Proposals for compliance with the terms, conditions, requirements, and
specifications stated in this RFP including the sample contract language provided in Section 9.
Regardless of exceptions taken, Companies shall provide pricing based on the requirements and
terms set forth in this RFP. Exceptions shall be identified in accordance with Sections 2.6.12 and
5.1.4 of this RFP.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
REQUIRED FORM 1— REQUEST FOR PROPOSALS ACKNOWLEDGEMENT
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The Company hereby certifies receipt of the Request for Proposals for the City of Charlotte, North Carolina
RFP #269-2019-105, FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES.
This form should be completed upon receipt of the City's Request for Proposals and faxed or emailed in
time for the City to receive it by or before JUNE 27, 2019. Failure to submit this form by the designated
date shall not preclude the Company from submitting a proposal. Please fax or email the completed Request
for Proposals Acknowledgement Form to the attention of
Genetta N. Carothers
Finance Department — City Procurement
Fax: 704-632-8257
Email: gcarothers(@charlottenc.gov
Date:
Authorized Signature:
Title:
Company Name:
Contact Name. -
Contact E-mail address:
Please check the appropriate space below and provide the requested information:
We plan to attend the Pre -Proposal Conference and plan on submitting a Proposal
Indicate number of attendees: In -Person Via Teleconference
We do not plan to attend the Pre -Proposal Conference but plan on submitting a Proposal
Reason:
We do not plan to attend the Pre -Proposal Conference and do not plan on submitting a
Proposal
Reason:
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
REQUIRED FORM 2 — ADDENDA RECEIPT CONFIRMATION
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Please acknowledge receipt of all addenda by including this form with your Proposal. All addenda will be
posted to the NC IPS website at www.ips.state-nc.us and the City's Contract Opportunities Site at
Fitt :Ilcharlotteiic. ov/Doin Business/Pa es/Contract0 ortunities.as x.
ADDENDUM #: DATE ADDENDUM
DOWNLOADED FROM NC IPS:
I certify that this proposal complies with the Specifications and conditions issued by the City except as
clearly marked in the attached copy.
(Please Print Name) Date
Authorized Signature
Title
Company Name
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
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DocuSign Envelope ID: 4F25F81 E-F03A-41332-872I3-C62C472139E74
Section 7
Required Forms
REQUIRED FORM 3 — PROPOSAL SUBMISSION FORM
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
This Proposal is submitted by:
Company Name:
Representative (printed):
Address:
City/State/Zip:
Email address:
Telephone:
Facsimile:
(Area Code) Telephone Number
(Area Code) Fax Number
The representative signing above hereby certifies and agrees that the following information is correct:
1. In preparing its Proposal, the Company has considered all proposals submitted from qualified,
potential subcontractors and suppliers, and has not engaged in or condoned prohibited
discrimination.
2. For purposes of this Section, discrimination means discrimination in the solicitation, selection, or
treatment of any subcontractor, vendor or supplier on the basis of race, ethnicity, gender, age or
disability or any otherwise unlawful form of discrimination. Without limiting the foregoing,
discrimination also includes retaliating against any person or other entity for reporting any incident
of discrimination.
3. Without limiting any other provision of the solicitation for proposals on this project, it is understood
and agreed that, if this certification is false, such false certification will constitute grounds for the
City to reject the Proposal submitted by the Company on this Project and to terminate any contract
awarded based on such Proposal.
4. As a condition of contracting with the City, the Company agrees to maintain documentation
sufficient to demonstrate that it has not discriminated in its solicitation or selection of
subcontractors. The Company further agrees to promptly provide to the City all information and
documentation that may be requested by the City from time to time regarding the solicitation and
selection of subcontractors. Failure to maintain or failure to provide such information constitutes
grounds for the City to reject the bid submitted by the Company or terminate any contract awarded
on such proposal.
5. As part of its Proposal, the Company shall provide to the City a list of all instances within the past
ten years where a complaint was filed or pending against the Company in a legal or administrative
proceeding alleging that the Company discriminated against its subcontractors, vendors or
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-4632-87213-C132C472ME74
Section 7
Required Forms
suppliers, and a description of the status or resolution of that complaint, including any remedial
action taken.
6. The information contained in this Proposal or any part thereof, including its Exhibits, Schedules,
and other documents and instruments delivered or to be delivered to the City, is true, accurate, and
complete. This Proposal includes all information necessary to ensure that the statements therein do
not in whole or in part mislead the City as to any material facts.
7. None of Company's or its subcontractors' owners, employees, directors, or contractors will be in
violation of the City's Conflict of Interest Policy for City, Secondary and Other Employment
Relationships (HR 13) if a Contract is awarded to the Company.
8. It is understood by the Company that the City reserves the right to reject any and all Proposals, to
make awards on all items or on any items according to the best interest of the City, to waive
formalities, technicalities, to recover and resolicit this UP.
9. This Proposal is valid for one hundred and eighty (180) calendar days from the Proposal due date.
I, the undersigned, hereby acknowledge that my company was given the opportunity to provide
exceptions to the Sample Contract as included herein as Section 9. As such, I have elected to do the
following:
Include exceptions to the Sample Contract in the following section of my Proposal:
Not include any exceptions to the Sample Contract.
I, the undersigned, hereby acknowledge that my company was given the opportunity to indicate any Trade
Secret materials or Personally Identifiable Information ("PII") as detailed in Section 2.6.2. I understand that
the City is legally obligated to provide my Proposal documents, excluding any appropriately marked Trade
Secret information and PII, upon request by any member of the public. As such, my company has elected
as follows:
The following section(s) of the of the Proposal are marked as Trade Secret or PII:
No portion of the Proposal is marked as Trade Secret or PII.
Representative (signed):
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
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DocuSign Envelope ID: 4F25F81 E-F03A-41332-87213-C62C472139E74
Section 7
Required Forms
REQUIRED FORM 4 — PRICING WORKSHEET
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set
forth in this RFP. Pricing must be all-inclusive and cover every aspect of the Project. Cost must be in United
States dollars. Your Price Proposal must reflect all costs for which the City/Participating Public
Agencies will be responsible.
For purposes of this RFP, assume an initial term of five (5) years, with the City having an option to renew
for two (2) additional consecutive one (1) year terms thereafter.
1. Furniture Categories and Other Related Products: Company must identify the manufacturer's list
price number and date. Company must insert the fixed percentage discount of the manufacturer's list
price for each delivery and installation option in the table below:
Fixed (%) Percentage Discount off the Manufacturer's List Price
Category
Verifiable
Manufacturer's
List Price
Number/Date
Drop
Ship
Inside
Delivery
Basic
Installation
Expanded
Service
Installation
Systems Furniture
Freestanding Furniture
Seating / Chairs
Soft Seating
Filing Systems, Storage & Equipment
Technology Support Furniture
Library Furniture
Science Library Furniture
Cafeteria Furniture
Early Childhood Furniture
Audio / Visual Furniture
Art Instructional Furniture
Educational Office Furniture
Music Furniture & Storage
Career / Technical Education Furniture
Auditorium / Theater Fixed Seating
Inside
Delivery
Basic
Installation
Expanded
Service
Installation
Other Related Products
Verifiable
Manufacturer's
List Price
Number/Date
Drop
Ship
In the above table, Company may insert additional rows as necessary for any additional other related
products offered by Company.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
32
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Section 7
Re uired Forms
3. Additional Services and Solutions: Company must insert the fixed monthly rate for storage in the
table below:
Additional Services & Solutions Monthly Rate
Storage $
4. Pricing Incentives and Rebates: Please identify any incentive and rebates offered based on volume,
dollar amounts, or other criteria below:
IRebate Description I Amount or Percentage
5. Payment Terms:
6. Delivery: Company must state the normal delivery time (in calendar days) and any options for
expediting delivery.
7. Warranty: Company must detail the following:
a. Applicable warranty and/or guarantees of furniture and installations including any
conditions and response time for repair and/or replacement of any components during the
warranty period.
b. Warranty period start date. The City of Charlotte desires the warranty start at the time of
substantial completion.
c. Availability of replacement parts.
d. Life expectancy of furniture under normal use.
e. Detailed information as to proposed return policy on all furniture.
FURNITURE, INSTALLA TION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
34
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
Sample Projects: Company must provide pricing for the Sample Projects provided in this Section.
Pricing should be based on pricing quoted in Section 7, Form 4. Sample Project Pricing must be
submitted in the format provided and in hard copy and Excel format on a flash drive. The Sample
Projects will be used for evaluation purposes only.
a. Sample Project #A — Conference Room
b. Sample Project #B — Break Room
c. Sample Project #C —Private Office
d. Sample Project #D — 6'x7' Workstations
i. Pricing must include the furniture, all required panels, hardware, connectors, and
brackets required to build the 12 workstations.
e. Sample Project #E — Large Collaboration Space
f. Sample Project #F — Lounge Seating Area
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
35
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
aU OWSION
C__ftMW5K.
�qv_
REQUIRED FORM 5 — M/W/SBE PARTICIPATION PLAN
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The City maintains a strong commitment to the inclusion of MWSBEs in the City's contracting and
procurement process when there are viable subcontracting opportunities.
Companies must submit this form with their proposal outlining any supplies and/or services to be provided
by each City certified Small Business Enterprise (SBE), and/or City registered Minority Business Enterprise
(MBE) and Woman Business Enterprise (WBE) for the Contract. If the Company is a City -registered
MWSBE, note that on this form.
Aggregate MWSBE Goal 10% for the City of Charlotte usage estimated to be $500,000 annually.
A list of current registered and certified MWSBEs can be found at►vww.charlottebusinessinclusioii.corn.
Failure to submit this form shall deem a Proposal non -responsive.
Company Name:
Please indicate if your company is any of the following:
MBE WBE SBE None of the above
If your company has been certified with any of the agencies affiliated with the designations above, indicate
which agency, the effective and expiration date of that certification below:
Agency Certifying:
Effective Date: Expiration Date:
Identify outreach efforts that were employed by the firm to maximize inclusion of MWSBEs to be
submitted with the firm's proposal (attach additional sheets if needed):
Identify outreach efforts that will be employed by the firm to maximize inclusion during the contract
period of the Project (attach additional sheets if needed):
[Form continues on next page]
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
46
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
List below all MWSBEs that you intend to subcontract to while performing the Services:
Subcontractor Name Description of work or Indicate either "M", City Vendor #
materials "S", and/or "W"
Representative (signed):
Date
Total MBE Utilization
%
Total VME Utilization
%
Total SBE Utilization
%
Total MWSBE Utilization
%
Representative Name
FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
47
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
REQUIRED FORM 6 — COMPANY'S BACKGROUND RESPONSE
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Companies shall complete and submit the form below as part of their response to this RFP. Additional
pages may be attached as needed to present the information requested.
Company's legal name
Company Location (indicate corporate
headquarters and location that will be providing
the Services).
How many years has your company been in
business? How long has your company been
providing the Products and Services as described
in Section 4?
How many public sector (cities or counties)
clients does your company have? How many are
using the Services? Identify by name some of the
clients similar to City (e.g., similar in size,
complexity, location, type of organization).
List any projects or services terminated by a
government entity. Please disclose the
government entity that terminated and explain the
reason for the termination.
List any litigation that your company has been
involved with during the past two (2) years for
Services similar to those in this RFP.
Provide an overview and history of your
com an .
If your company is a subsidiary, identify the
number of employees in your company or
division and the revenues of proposing company
or division.
Identify the percentage of revenue used for
research and/or development by the proposing
company or division.
Identify any certifications held by your company
if you are implementing or reselling another
company's products or services. Include how long
the partnership or certification has been effect.
Describe your company's complete corporate
structure, including any parent companies,
subsidiaries affiliates and other related entities.
Describe the ownership structure of your
company, including any significant or controlling
equity holders.
FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES
RFP# 269-2019-105 RUNE 19, 2019
48
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
Provide a management organization chart of your
company's overall organization, including
director and officer positions and names and the
reporting structure.
Describe the key individuals along with their
qualifications, professional certifications and
experience that would comprise your company's
team for providing the Services.
If the Proposal will be from a team composed of
more than one (1) company or if any subcontractor
will provide more than fifteen percent (15%) of the
Services, please describe the relationship, to
include the form of partnership, each team
member's role, and the experience each company
will bring to the relationship that qualifies it to
fulfill its role. Provide descriptions and references
for the projects on which team members have
previously collaborated.
Explain how your organization ensures that
personnel performing the Services are qualified
and proficient.
Provide information regarding the level of
staffing at your organization's facilities that will
be providing the Services, as well as the level of
staffing at subcontractors' facilities, if known or
avolicable.
If your company has been the subject of a dispute
or strike by organized labor within the last five
(5) years, please describe the circumstances and
the resolution of the dispute.
Describe your security procedures to include
physical plant, electronic data, hard copy
information, and employee security. Explain your
point of accountability for all components of the
security process. Describe the results of any third
partysecurity audits in the last five 5 ears.
Provide the names and addresses of each certified
installer/subcontractor by geographical area.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
49
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
REQUIRED FORM 7 — REFERENCES
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Companies shall complete the form below. The City's preference is for references from organizations of
similar size or where the Company is performing similar services to those described herein. If such
references are not available, individuals or companies that can speak to the Company's performance are
adequate. Please do not list the City of Charlotte.
Reference 1
Company Name:
Contact Name:
Phone Number:
Reference 2
Company Name:
Contact Name:
Phone Number:
Reference 3
Company Name:
Contact Name:
Phone Number:
Reference 4
Company Name:
Contact Name:
Phone Number:
Reference 5
Company Name:
Contact Name:
Phone Number:
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
50
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
REQUIRED FORM 8 — CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND
OTHER RESPONSIBILITY MATTERS
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The bidder, contractor, or subcontractor, as appropriate, certifies to the best of its knowledge and belief that
neither it nor any of its officers, directors, or managers who will be working under the Contract, or persons
or entities holding a greater than 10% equity interest in it (collectively "Principals"):
1. Are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any or state department or agency in the United States;
2. Have within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state or local) transaction or contract under a
public transaction; violation of federal or state anti-trust or procurement statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,
or receiving stolen property;
3. Are presently indicted for or otherwise criminally or civilly charged by a government entity, (federal,
state or local) with commission of any of the offenses enumerated in paragraph 2 of this certification;
and
4. Have within a three-year period preceding this application/proposal had one or more public transactions
(federal, state or local) terminated for cause or default.
I understand that a false statement on this certification may be grounds for rejection of this proposal or
termination of the award or in some instances, criminal prosecution.
:1 I hereby certify as stated above:
(Print Name) Signature
Title Date
❑ I am unable to certify to one or more the above statements. Attached is my explanation. Check
box if a12RIicablel
(Print Name) Signature
Title Date
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
51
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Required Forms
REQUIRED FORM 9 — BYRD ANTI -LOBBYING CERTIFICATION
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of an agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of any federal grant, the making of
any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be paid to any person for
making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with this federal
contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard
Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended
by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)].
3. The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers (including all subcontracts, subgrants, and contracts under grants, loans,
and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more
than $100,000 for each such failure.
(the "Company") certifies or affirms the truthfulness and
accuracy of each statement of its certification and disclosure, if any. In addition, the Company understands
and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.
(Print Name)
Authorized Signature
Date
Company Name
Address
City/State/Zip
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
52
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 7
Re wired Forms
REQUIRED FORM 10 — ENVIRONMENTAL PURCHASING RESPONSES
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Companies shall complete and submit the form below regarding the products or supplies required to
perform the Services.
Question:
espouse.
ntent.
7Products
st contain a certain percentage
ontent. Please includethe
amount of recycled content, both pre- and
post -consumer, included in your product.
Recyclabili .
Please include the types of materials
included in your product, and if they are
considered recyclable in typical municipal
recycling streams.
Biodegradability.
Products must be capable of decomposing
under natural conditions. Please state
whether each Product offered in your
proposal is biodegradable.
Compostabil
Products must be capable of composting at
a commercial composting facility. Please
state whether each product offered in your
proposal is com ostable.
Enemy Consumption.
Please include the total amount of energy
consumed for product or service
manufacture, use and disposal. Different
sources of energy are associated with
different environmental impacts.
Energy Efficiency.
Products must meet or exceed the
Department of Energy (DOE) and
Environmental Protection Agency criteria
for use of the ENERGY STAR trademark
label; or is in the upper 25% of efficiency
for all similar products as designated by the
U.S. Department of Energy's Federal
Energy Management Pro am.
Water Efficieu
Eligible products must meet or exceed the
Environmental Protection Agency's
WaterSense program, or be water -efficient
or low -flow fixtures.
Low VOCs.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
53
DocuSign Envelope ID: 4F25F81 E-F03A-41332-87213-C62C472D9E74
Section 7
Required Forms
Products should contain low or no volatile
organic compounds (VOCs). Please
indicate any VOC content in each
applicable product offered in your
proposal.
Reduced_ Packaging.
Please include any efforts made to reduce
the packaging of the products included in
this proposal.
Pollution Prevention.
Please state your company's policy on
source reduction. The Pollution Prevention
Act defines source reduction to mean any
practice that: (1) Reduces the amount of
any hazardous substance, pollutant or
contaminant entering any waste stream or
otherwise released into the environment
(including fugitive emissions) prior to
recycling, treatment or disposal, and (2)
Reduces the hazards to public health and
the environment associated with the release
of such substances, pollutants or
contaminants. The term includes:
equipment or technology modifications,
process or procedure modifications,
reformulation or redesign of products,
substitution of raw materials, and
improvements in housekeeping,
maintenance, training or inventoa control.
Life Cycle Management.
Please state how many times your product
may be reused. (Since reusable products
generally require more upfront costs than
disposable products, they are often
subjected to a cost/benefit analysis in order
to determine the life cycle cost).
End of Life Management.
Will the manufacturer or designee accept
the product back at the end -of -life? (who
pays for the transportation of the product
may be situation -specific).
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
54
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Requirements —Attachment A
OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A
OMNIA
P A R T N E R S
NATIONALIPA u us.`�'"'�" Tn.-
Requirements for National Cooperative Contract
To be Administered by
ONEVA Partners
The following documents are used in evaluating and administering national cooperative contracts and are
included for Supplier's review and response.
OMNIA Partners Exhibit A — RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
OMNIA Partners Exhibit B
— ADMINISTRATION AGREEMENT, EXAMPLE
OMNIA Partners Exhibit C
— MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING
AGREEMENT, EXAMPLE
OMNIA Partners Exhibit D
— PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE
OMNIA Partners Exhibit E
— CONTRACT SALES REPORTING TEMPLATE
OMNIA Partners Exhibit F — FEDERAL FUNDS CERTIFICATIONS
OMNIA Partners Exhibit G — NEW JERSEY BUSINESS COMPLIANCE
OMNIA Partners Exhibit H —ADVERTISING COMPLIANCE REQUIREMENT
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
55
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Requirements — Exhibit A
OMNIA PARTNERS EXHIBITS
EXHIBIT A — RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master
Agreement or in the Administration Agreement between Supplier and OMNIA Partners.
1.1 Requirement
The City of Charlotte (hereinafter defined and referred to as "Principal Procurement Agency"),
on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a
Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), is
requesting proposals for Furniture, Installation and Related Products and Services. The intent
of this Request for Proposal is any contract between Principal Procurement Agency and
Company resulting from this Request for Proposal ("Master Agreement") be made available
to other public agencies nationally, including state and local governmental entities, public and
private primary, secondary and higher education entities, non-profit entities, and agencies for
the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing
program. The Principal Procurement Agency has executed a Principal Procurement Agency
Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has
agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency
is preceded by their registration with OMNIA Partners as a Participating Public Agency in
OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a
Participating Public Agency is accomplished by Public Agencies entering into a Master
Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as
Exhibit C. The terms and pricing established in the resulting Master Agreement between the
Company and the Principal Procurement Agency will be the same as that available to
Participating Public Agencies through OMNIA Partners.
All transactions, purchase orders, invoices, payments etc., will occur directly between the
Company and each Participating Public Agency individually, and neither OMNIA Partners,
any Principal Procurement Agency nor any Participating Public Agency, including their
respective agents, directors, employees or representatives, shall be liable to Company for any
acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is
responsible for -knowing the tax laws in each state.
This Exhibit A defines the expectations for qualifying Companies based on OMNIA Partners'
requirements to market the resulting Master Agreement nationally to Public Agencies. Each
section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions
of competing Companies on a national level in order to serve Participating Public Agencies
through OMNIA Partners.
These requirements are incorporated into and are considered an integral part of this RFP.
OMNIA Partners reserves the right to determine whether or not to make the Master Agreement
awarded by the Principal Procurement Agency available to Participating Public Agencies, in
its sole and absolute discretion, and any party submitting a response to this RFP acknowledges
that any award by the Principal Procurement Agency does not obligate OMNIA Partners to
make the Master Agreement available to Participating Procurement Agencies.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
56
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Re uirements — Exhibit A
1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales
and administrative support for Company pursuant to this section that directly promotes the
Company's products and services to Participating Public Agencies through multiple channels,
each designed to promote specific products and services to Public Agencies on a national basis.
The OMNIA Partners marketing team will work in conjunction with Company to promote the
Master Agreement to both existing Participating Public Agencies and prospective Public
Agencies through channels that may include:
A. Marketing collateral (print, electronic, email, presentations)
B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Company to promote the
Master Agreement to both existing Participating Public Agencies and prospective Public
Agencies through initiatives that may include:
A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Company teams
The OMNIA Partners contracting teams will work in conjunction with Company to promote
the Master Agreement to both existing Participating Public Agencies and prospective Public
Agencies through:
A. Serving as the subject matter expert for questions regarding joint powers authority and
state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Company teams
D. Regular business reviews to monitor program success
E. General contract administration
Companies are required to pay an administrative fee of three percent (3%) of the greater of the
Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request
for Proposal. Company will be required to execute the OMNIA Partners Administration
Agreement (Exhibit B).
1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately
$300M annually. While no minimum volume is guaranteed to Company, the estimated annual
volume is projected based on the current annual volumes among the Principal Procurement
Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master
Agreement to be made available to them through OMNIA Partners, and volume growth into
other Public Agencies through a coordinated marketing approach between Company and
OMNIA Partners.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
57
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Rec
juirements — Exhibit A
1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement
Agency will, at OMNIA Partners option, be the basis of award on a national level through
OMNIA Partners. If multiple Companies are awarded by Principal Procurement Agency
under the Master Agreement, those same Companies will be required to extend the Master
Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the
Master Agreement by Participating Public Agencies will be at the discretion of the individual
Participating Public Agency. Certain terms of the Master Agreement specifically applicable
to the Principal Procurement Agency are subject to modification for each Participating Public
Agency as Company, such Participating Public Agency and OMNIA Partners shall agree.
Participating Agencies may request to enter into a separate supplemental agreement to further
define the level of service requirements over and above the minimum defined in the Master
Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity
requirements such as minority and woman owned businesses, historically underutilized
business, governing law, etc.). It shall be the responsibility of the Company to comply, when
applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating
Agency. It shall further be the responsibility of the Company to monitor the prevailing wage
rates as established by the appropriate department of labor for any increase in rates during the
term of this contract and adjust wage rates accordingly. Any supplemental agreement
developed as a result of the Master Agreement is exclusively between the Participating
Agency and the Company (Contract Sales are reported to OMNIA Partners).
All purchase orders issued and accepted by the Company may survive expiration or
termination of the Master Agreement. Participating Agencies' purchase orders may exceed the
term of the Contract if the purchase order is issued prior to the expiration of the Contract.
Company is responsible for reporting all sales and paying the applicable administrative fee for
sales that use the Master Agreement as the basis for the purchase order, even though Master
Agreement may have expired.
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through
OMNIA Partners' cooperative program:
A. Provide a comprehensive competitively solicited and awarded national agreement offering
the Products covered by this solicitation to Participating Public Agencies;
B. Establish the Master Agreement as the Company's primary go to market strategy to Public
Agencies nationwide;
C. Achieve cost savings for Company and Public Agencies through a single solicitation
process that will reduce the Company's need to respond to multiple solicitations and
Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve
cost effective pricing.
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2.0 REPRESENTATIONS AND COVENANTS
As a condition to Company entering into the Master Agreement, which would be available to all Public
Agencies, Company must make certain representations, warranties and covenants to both the Principal
Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement
for all Participating Public Agencies as well as the Company.
2.1 Corporate Commitment
Company commits that (1) the Master Agreement has received all necessary corporate
authorizations and support of the Company's executive management, (2) the Master
Agreement is Company's primary "go to market" strategy for Public Agencies, (3) the Master
Agreement will be promoted to all Public Agencies, including any existing customers, and
Company will transition existing customers, upon their request, to the Master Agreement, and
(4) that the Company has read and agrees to the terms and conditions of the Administration
Agreement with OMNIA Partners and will execute such agreement concurrent with and as a
condition of its execution of the Master Agreement with the Principal Procurement Agency.
Company will identify an executive corporate sponsor and a separate national account
manager within the RFP response that will be responsible for the overall management of the
Master Agreement.
2.2 Pricing Commitment
Company commits the not -to -exceed pricing provided under the Master Agreement pricing is
its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a
Participating Public Agency is eligible for lower pricing through a national, state, regional or
local or cooperative contract, the Company will match such lower pricing to that Participating
Public Agency under the Master Agreement.
2.3 Sales Commitment
Company commits to aggressively market the Master Agreement as its go to market strategy
in this defined sector and that its sales force will be trained, engaged and committed to offering
the Master Agreement to Public Agencies through OMNIA Partners nationwide. Company
commits that all Master Agreement sales will be accurately and timely reported to OMNIA
Partners in accordance with the OMNIA Partners Administration Agreement. Company also
commits its sales force will be compensated, including sales incentives, for sales to Public
Agencies under the Master Agreement in a consistent or better manner compared to sales to
Public Agencies if the Company were not awarded the Master Agreement.
3.0 COMPANY RESPONSE
Company must supply the following information in order for the Principal Procurement Agency to
determine Company's qualifications to extend the resulting Master Agreement to Participating Public
Agencies through OMNIA Partners.
3.1 Company
A. Brief history and description of Company.
B. Total number and location of sales persons employed by Company.
C. Number and location of support centers (if applicable) and location of corporate office.
D. Annual sales for the three previous fiscal years.
E. Submit FEIN and Dunn & Bradstreet report.
F. Describe any green or environmental initiatives or policies.
G. Describe any diversity programs or partners Company does business with and how
Participating Agencies may use diverse partners through the Master Agreement. Indicate
how, if at all, pricing changes when using the diversity program.
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H. Describe any historically underutilized business certifications Company holds and the
certifying agency. This may include business enterprises such as minority and women
owned, small or disadvantaged, disable veterans, etc.
I. Describe how Company differentiates itself from its competitors.
J. Describe any present or past litigation, bankruptcy or reorganization involving Company.
K. Felony Conviction Notice: Indicate if the Company
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or
c. is owned or operated by and individual(s) who has been convicted of a felony and
provide the names and convictions.
L. Describe any debarment or suspension actions taken against Company.
3.2 Distribution, Logistics
A. Describe the full line of Products and Services offered by Company.
B. Describe how Company proposes to distribute the Products/Services nationwide. Include
any states where Products and Services will not be offered under the Master Agreement,
including U.S. Territories and Outlying Areas.
C. Identify all other companies that will be involved in processing, handling or shipping the
Products/Services to the end user.
D. Provide the number, size and location of Company's distribution facilities, warehouses
and retail network as applicable.
3.3 Marketing and Sales
A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to immediately implement the Master Agreement as Company's
primary go to market strategy for Public Agencies to Company's teams nationwide, to
include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector
go -to -market strategy within first 10 days.
ii. Training and education of Company's national sales force with participation from
the Company's executive leadership, along with the OMNIA Partners team within
first 90 days.
B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to market the Master Agreement to current Participating Public
Agencies, existing Public Agency customers of Company, as well as to prospective Public
Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co -branded press release to trade publications.
ii. Announcement, contract details and contact information published on the Supplier's
website within first 90 days.
iii. Design, publication and distribution of co -branded marketing materials within first
90 days.
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e.
NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter
Meetings, Regional Cooperative Summits, etc.) and Company -specific trade shows,
conferences and meetings throughout the term of the Master Agreement.
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area
reserved by OMNIA Partners for partner suppliers. Booth space will be purchased
and staffed by Company. In addition, Company commits to provide reasonable
assistance to the overall promotion and marketing efforts for the NIGP Annual
Forum, as directed by OMNIA Partners.
vi. Design and publication of national and regional advertising in trade publications
throughout the term of the Master Agreement.
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vii. Ongoing marketing and promotion of the Master Agreement throughout its term
(case studies, collateral pieces, presentations, promotions, etc.).
viii. Dedicated OMNIA Partners internet web -based homepage on Company's website
with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of contract and amendments between Principal Procurement Agency and
Company;
• Summary of Products and pricing;
• Marketing Materials;
• Electronic link to OMNIA Partners' website including the online registration
page; and
• A dedicated toll -free number and email address for OMNIA Partners.
C. Describe how Company will transition any existing Public Agency customers' accounts
to the Master Agreement available nationally through OMNIA Partners. Include a list of
current cooperative contracts (regional and national) Company holds and describe how
the Master Agreement will be positioned among the other cooperative agreements.
D. Acknowledge Company agrees to provide its logo(s) to OMNIA Partners and agrees to
provide permission for reproduction of such logo in marketing communications and
promotions. Acknowledge that use of OMNIA Partners logo will require permission for
reproduction, as well.
E. Confirm Company will be proactive in direct sales of Company's Products and Services
to Public Agencies nationwide and the timely follow up to leads established by OMNIA
Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the
Company's sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal
Procurement Agency;
ii. Best government pricing;
iii. No cost to participate; and
iv. Non-exclusive contract.
F. Confirm Company will train its national sales force on the Master Agreement. At a
minimum, sales training should include:
i. Key features of Master Agreement;
ii. Working knowledge of the solicitation process;
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement
through OMNIA Partners; and
iv. Knowledge of benefits of the use of cooperative contracts.
G. Provide the name, title, email and phone number for the person(s), who will be responsible
for:
i. Executive Support;
ii. Marketing;
iii. Sales;
iv. Sales Support;
v. Financial Reporting;
vi. Accounts Payable; and
vii. Contracts.
H. Describe in detail how Company's national sales force is structured, including contact
information for the highest -level executive in charge of the sales team.
I. Explain in detail how the sales teams will work with the OMNIA Partners team to
implement, grow and service the national program.
J. Explain in detail how Company will manage the overall national program throughout the
term of the Master Agreement, including ongoing coordination of marketing and sales
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efforts, timely new Participating Public Agency account set-up, timely contract
administration, etc.
K. State the amount of Company's Public Agency sales for the previous fiscal year. Provide
a list of Company's top 10 Public Agency customers, the total purchases for each for the
previous fiscal year along with a key contact for each.
L. Describe Company's information systems capabilities and limitations regarding order
management through receipt of payment, including description of multiple platforms that
may be used for any of these functions.
M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental
Purchasing Alliance Company Administration Agreement) that Company will guarantee
each year under the Master Agreement for the initial three years of the Master Agreement
("Guaranteed Contract Sales").
.00 in year one
.00 in year two
.00 in year three
To the extent Company guarantees minimum Contract Sales, the administration fee shall
be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract
Sales.
N. Even though it is anticipated many Public Agencies will be able to utilize the Master
Agreement without further formal solicitation, there may be circumstances where Public
Agencies will issue their own solicitations. The following options are available when
responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA
Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement
not -to -exceed pricing, Company may respond with lower pricing through the
Master Agreement. If Company is awarded the contract, the sales are reported as
Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that
the Public Agency refuses to utilize Master Agreement (Contract Sales are not
reported to OMNIA Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than
Master Agreement, and include Master Agreement as the alternate or additional
proposal.
Detail Company's strategies under these options when responding to a solicitation.
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OMNIA PARTNERS EXHIBITS
EXHIBIT B — ADMINISTRATION AGREEMENT, EXAMPLE
OMNIA
P A R T N E R S
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this _ day of 20 ,
between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA
Partners, Public Sector ("OMNIA Partners, Public Sector"), and . ("Supplier").
RECITALS
WHEREAS, the (the "Principal Procurement Agency") has entered into a
Master Agreement effective Agreement No , by and between the Principal
Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof,
the "Master Agreement"), as attached hereto as Exhibit A and incorporated herein by reference as though fully
set forth herein, for the purchase of (the "Product");
WHEREAS, said Master Agreement provides that any or all public agencies, including state and local
governmental entities, public and private primary, secondary and higher education entities, non-profit entities,
and agencies for the public benefit (collectively, "Public Agencies"), that register (either via registration on
the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative
Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public
Agency") may purchase Product at prices stated in the Master Agreement;
WHEREAS, Participating Public Agencies may access the Master Agreement which is offered
through OMNIA Partners, Public Sector to Public Agencies;
WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master
Agreement on behalf of Principal Procurement Agency;
WHEREAS; Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with
administration of the Master Agreement; and
WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make
available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions
governing the relationship between OMNIA Partners, Public Sector and Supplier.
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual
covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows:
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DEFINITIONS
1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the
meanings given to them in the Master Agreement.
TERMS AND CONDITIONS
2. The Master Agreement and the terms and conditions contained therein shall apply to this
Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees
that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto
resulting in the Master Agreement are incorporated herein and are an integral part hereof.
3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and
indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement,
and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners,
Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not
limited to, Supplier's obligation to obtain appropriate insurance.
4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations
as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth
herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be
undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the
Master Agreement.
5. With respect to any purchases by Principal Procurement Agency or any Participating Public
Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a
dealer, re -marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency
or any Participating Public Agency; (11) obligated, liable or responsible for any order for Product made by
Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master
Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated,
liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to
comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due
authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public
Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement
Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master
Agreement.
6. OMNIA Partners, Public Sector shall not be responsible for Supplier's performance under the
Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that
may arise from the acts or omissions of Supplier in connection with the Master Agreement.
7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS,
PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND
WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR' PERFORMANCE AS A
CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC
SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA
PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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TERM OF AGREEMENT; TERMINATION
8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided,
however, that the provisions of Sections 3 — 8 and 12 — 23, hereof and the indemnifications afforded by the
Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive
any expiration or termination of the Master Agreement, shall survive the expiration or termination of this
Agreement.
9. Supplier's failure to maintain its covenants and commitments contained in this Agreement or
any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master
Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30)
days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA
Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector'
sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on
the date of the termination or expiration of the Master Agreement.
NATIONAL PROMOTION
10. OMNIA Partners, Public Sector and Supplier shall publicize and promote :the availability of
the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier
shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program
by either registering on the OMNIA Partners, Public Sector website (www.omniaparLners.com/publicscct ),
or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the
Participating Public Agency's first sales order. Upon request,. Supplier shall make available to interested
Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such
Public Agencies to evaluate potential purchases.
11. Supplier shall provide such marketing and administrative support as set forth in the solicitation
resulting in the Master Agreement, including assisting in development of marketing materials as reasonably
requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible
for obtaining permission or license of use and payment of any license fees for all content and images Supplier
provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier
shall indemnify, defend and hold harnless OMNIA Partners, Public Sector for use of all such content and
images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby
grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such parry's logo
(each, the "Logo") solely for use in marketing the Master Agreement. Each party shall provide the other party
with the standard terms of use of such party's Logo, and such party shall comply with such terms in all material
respects. Both parties shall obtain approval from the other party prior to use of such party's Logo.
Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party
shall have any right, title or interest in the other party's Logo. Upon termination of this Agreement, each party
shall immediately cease use of the other party's Logo.
ADMINISTRATIVE FEE, REPORTING & PAYMENT
12. An "Administrative Fee" shall be defined and due to OMNIA Partners, Public Sector from
Supplier in the amount of three percent (3%) ("Administrative Fee Percentage") multiplied by the total
purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products
and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master
Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time
to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically
identified Participating Public Agency's Contract Sales.
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13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report
monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each
calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"),
attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be
provided by Supplier to OMNIA Partners, Public Sector by the 100' day of the following month. Failure to
provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach
of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause
for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this
Agreement, at OMNIA Partners, Public Sector' sole discretion.
14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the
frequency and on the due date stated in Section 13, above, for Supplier's submission of corresponding Contract
Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the
OMNIA Partners, Public Sector designated financial institution identified in Exhibit O. Failure to provide a
payment of the Administrative Fee within the time and manner specified herein shall constitute a material
breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed
a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or
this Agreement, at OMNIA Partners, Public Sector' sole discretion. All Administrative Fees not paid when
due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the
maximum rate permitted by law until paid in full.
15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies
under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public
Sector' sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales
Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector
receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an
independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all
materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location
designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting
underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in
writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA
Partners, Public Sector': reasonable satisfaction, including payment of any Administrative Fees due and owing,
together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public
Sector' costs and expenses related to such audit.
GENERAL PROVISIONS
16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and
all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter
hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is
not contained or incorporated herein shall be valid or binding. In the event of any conflict between the
provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and
Supplier, the provisions of this Agreement shall prevail.
17. If any action at law or in equity is brought to enforce or interpret the provisions of this
Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to
reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.
18. This Agreement and OMNIA Partners, Public Sector' rights and obligations hereunder may
be assigned at OMNIA Partners, Public Sector' sole discretion to an affiliate of OMNIA Partners, Public
Sector, any purchaser of any or all or substantially all of the assets of OMNIA Partners, Public Sector, or the
successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether
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by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written
consent of OMNIA Partners, Public Sector.
19. All written communications given hereunder shall be delivered by first-class mail, postage
prepaid, or overnight delivery on receipt to the addresses as set forth below.
A. OMNIA Partners, Public Sector:
OMNIA Partners, Public Sector
Attn: President
840 Crescent Centre Drive
Suite 600
Franklin, TN 37067
B. Supplier:
20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative
or unenforceable, the same shall not affect any other provision or provisions herein contained or render the
same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by
limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal
and enforceable.
21. This Agreement may not be amended, changed, modified, or altered without the prior written
consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a
writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other
provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.
22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA- Partners,
Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations
contained herein.
23. This Agreement will be construed under and governed by the laws of the State of Delaware,
excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be
commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.
24. This Agreement may be executed in counterparts, each of which is an original but all of which,
together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of
signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all
purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will
be deemed to be their original signatures for any purpose whatsoever.
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(INSERT SUPPLIER ENTITY NAME]
Signature
Name
Title
Date
OIMINIA PARTNERS, PUBLIC SECTOR
Signature
Sarah Vavra
Name
Sr. Vice President, Public Sector
Contracting
Title
Date
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OMNIA PARTNERS EXHIBITS
EXHIBIT C - MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING
AGREEMENT
This Master Intergovernmental Cooperative Purchasing Agreement (this "Agreeitierlt") is entered into by and
between those certain government agencies that execute a Principal Procurement Agency Certificate
("Prmiggioal Procuremenj Agencies") with National Intergovernmental Purchasing Alliance Company, a
Delaware corporation d/b/a OMNIA Partners, Public Sector and/or Communities Program Management, LLC,
a California limited liability company d/b/a U.S. Communities (collectively, "OMNIA a trt . • ' li
Sector") to be appended and made a part hereof and such other public agencies ("Particioatin. Public
Agencies") who register to participate in the cooperative purchasing programs administered by OMNIA
Partners, Public Sector and its affiliates and subsidiaries (collectively, the "IMNIA Partners Parties") by
either registering on the OMNIA Partners, Public Sector website(www.omnial2ai-tners.com/Qttblicscctor or
any successor website), or by executing a copy of this Agreement.
RECITALS
WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in
compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into
"Master ements" (herein so called) to provide a variety of goods, products and services ("Products")
to the applicable Principal Procurement Agency and the Participating Public Agencies;
WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA
Partners Parties and provide that Participating Public Agencies may purchase Products on the same tenns,
conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local
purchasing ordinances and the laws of the State of purchase; and
WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer
Participating Public Agencies the opportunity to.acquire Products through other group purchasing agreements.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the
mutual benefits to result, the parties hereby agree as follows:
1. Each party will facilitate the cooperative procurement of Products.
2. The Participating Public Agencies shall procure Products in accordance with and subject to
the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public
Agency's procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is
the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies'
participation in the program described herein comply with all applicable laws, including but not limited to the
requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public
Agencies further acknowledge and agree that they are solely responsible for their compliance with all
applicable "safe harbor" regulations, including but not limited to any and all obligations to fully and accurately
report discounts and incentives.
3. The Participating Public Agency represents and warrants that the Participating Public Agency
is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare
provider.
4. The cooperative use of Master Agreements shall be in accordance with the terms and
conditions of the Master Agreements, except as modification of those terms and conditions is otherwise
required by applicable federal, state or local law, policies or procedures.
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OMNIA Partners Requirements — Exhibit C
5. The Principal Procurement Agencies will make available, upon reasonable request, Master
Agreement information which may assist in improving the procurement of Products by the Participating Public
Agencies.
6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to
group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public
Agency in another GPO's purchasing program, including but not limited to Vizient Source, LLC, Provista, Inc.
and other OMNIA Partners, Public Sector affiliates and subsidiaries; provided the purchase of Products through
the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency's sole discretion.
7. The Participating Public Agencies (each a "Procuring Party') that procure Products through
any Master Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely
payments to the distributor, manufacturer or other vendor (collectively, " li ") for Products received in
accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment
for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive
obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in
accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring
Party and Supplier.
8. The Procuring Party shall not use this Agreement as a method for obtaining additional
concessions or reduced prices for purchase of similar products or services outside of the Master Agreement.
Master Agreements may be structured with not -to -exceed pricing, in which cases the Supplier may offer the
Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of
Products through a Master Agreement.
9. The Procuring Party shall be responsible for the ordering of Products under this Agreement.
A non -procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the
extent permitted by applicable law, the Procuring Party shall hold non -procuring party harmless from any
liability that may arise from the acts or omissions of the Procuring Party.
10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA
PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS
AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT.
THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES,
EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE
OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A
SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.
11. This Agreement shall remain in effect until termination by either party giving thirty (30) days'
written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination.
12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency
Certificate, or (ii) registration on the OMNIA Partners, Public Sector website or the execution of this
Agreement by a Participating Public Agency, as applicable.
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Authorized Signature
Name
Title and Agency Name
Date
OMNIA Partners Re uirements — Exhibit C
OMNIA PARTNERS, PUBLIC SECTOR
Signature
Sarah E. Vavra
Name
Sr. Vice President, Public Sector Contracting
Title
Date
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OMNIA Partners Requirements — Exhibit D
OMNIA PARTNERS EXHIBITS '
EXHIBIT D - PRINCIPAL PROCUREMENT AGENCY CERTIFICATE
In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental
Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA
Partners, Public Sector"), City of Charlotte agrees to pursue Master Agreements for Products as specified in
the attached Exhibits to this Principal Procurement Agency Certificate.
I hereby acknowledge, in my capacity as of and on behalf of City of Charlotte ("Principal
Procurement Agency"), that I have read and hereby agree to the general terms and conditions set forth in the
attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master
Agreements and purchase of Products that from time to time are made available by Principal Procurement
Agencies to Participating Public Agencies nationwide through OMNIA Partners, Public Sector.
I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental
Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency.
Authorized Signature, [PRINCIPAL. PROCUREMENT AGENCY]
Signature
Name
Title
Date
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OMNIA Partners Requirements — Exhibit E
OMNIA PARTNERS EXHIBITS
EXHIBIT E - OMNIA PARTNERS CONTRACT SALES REPORTING TEMPLATE
OMNIA PARTNERS EXHIBITS
EXHIBIT C - CONTRACT SALES REPORTING TEMPLATE
(to be subrrttedclectronicnlly inMicrosoftExcel Forma[)
OMNIA Partners Contract Sales Monthly Report
Supplier Name:
Contract Sales Report Month:
Contract ID:
Supplier Reporting Contact:
Title:
Phone:
Email:
Participating Agency Name
Address
City
State
Zip Code
Participating
Agency #
(Assigned by
National IPA
and provided
to Supplier)
Transaction
Date
(Date of
Sale)
Contract
Sales for
Month ($)
Admin
Fee %
Admin
Fee $
Report Totals
Cumulative Contract Sales
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OMNIA Partners Requirements - Exhibit F
OMNIA PARTNERS EXHIBITS
EXHIBIT F- FEDERAL FUNDS CERTIFICATIONS
FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This
form should be completed and returned with proposal.
The following certifications and provisions may be required and apply when a Participating Agency expends
federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all
contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's
subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.
APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the
inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense
Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address
administrative, contractual, or legal remedies in instances where contractors violate or breach contract
terms, and provide for such sanctions and penalties as appropriate.
Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating
Agency reserves all rights and privileges under the applicable laws and regulations with respect to this
procurement in the event of breach of contract by either party.
Does offeror agree? YES
- Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by
which it will be effected and the basis for settlement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating
Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this
procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror
fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement
solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in
accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right
to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency
believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be
compensated for work performed and accepted and goods accepted by Participating Agency as of the
termination date if the contract is terminated for convenience of Participating Agency. Any award under this
procurement process is not exclusive and Participating Agency reserves the right to purchase goods and
services from other offerors when it is in Participating Agency's best interest.
Does offeror agree? YES
Initials of Authorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of `federally assisted construction contract" in 41 CFR Part 60-1.3
must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935, 3 CFR Part, 1964-
1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor."
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Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally
assisted construction contract, the equal opportunity clause is incorporated by reference herein.
Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror
(D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must
include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148)
as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction'). In accordance with
the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less
than the prevailing wages specified in a wage determination made by the Secretary of Labor. In
addition, contractors must be required to pay wages not less than once a week. The non -Federal entity
must place a copy of the current prevailing wage determination issued by the Department of Labor in
each solicitation. The decision to award a contract or subcontract must be conditioned upon the
acceptance of the wage determination. The non- Federal entity must report all suspected or reported
violations to the Federal awarding agency. The contracts must also include a provision for compliance
with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person employed
in the construction, completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported
violations to the Federal awarding agency.
Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of
an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all
applicable Davis -Bacon Act provisions.
Does offeror agree? YES Initials of Authorized Representative of offeror
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all
contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act,
each contractor must be required to compute the wages of every mechanic and laborer on the basis of
a standard work week of 40 hours. Work in excess of the standard work week is permissible provided
that the worker is compensated at a rate of not less than one and a half times the basic rate of pay
for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704
are applicable to construction work and provide that no laborer or mechanic must be required to work
in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or contracts for transportation or transmission of intelligence.
Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that
offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards
Act during the term of an award for all contracts by Participating Agency resulting from this procurement
process.
Does offeror agree? YES
Initials of Authorized Representative of offeror
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OMNIA Partners Requirements - Exhibit F
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes
to enter into a contract with a small business firm or nonprofit organization regarding the substitution
of parties, assignment or performance of experimental, developmental, or research work under that
"funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR
Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any implementing regulations
issued by the awarding agency.
Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency resulting from this
procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal
Rule (F) above.
Does offeror agree? YES
Initials of Authorized Representative of offeror
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a
provision that requires the non- Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency member resulting from
this procurement process, the offeror agrees to comply with all applicable requirements as referenced in
Federal Rule (G) above.
Does offeror agree? YES Initials of Authorized Representative of offeror
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive
Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or
otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory
authority other than Executive Order 12549.
Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency resulting from this
procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
Does offeror agree? YES Initials of Authorized Representative of offeror
(I) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -Federal award.
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OMNIA Partners Requirements - Exhibit F
Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term and after the awarded term of an award for all contracts by Participating Agency
resulting from this procurement process, the offeror certifies that it is in compliance with all applicable
provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with
the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering
into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a
Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal
grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying", in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents
for all covered sub -awards exceeding $100,000 in Federal funds at all appropriate tiers and that all
subrecipients shall certify and disclose accordingly.
Does offeror agree? YES
Initials of Authorized Representative of offeror
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement
process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR §
200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for
a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual
financial reports, as applicable, and all other pending matters are closed.
Does offeror agree? YES
Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION
ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process,
offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
Does offeror agree? YES
Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad
Administration, or Federal Transit Administration funds, offeror certifies that its products comply with
all applicable provisions of the Buy America Act and agrees to provide such certification or applicable
waiver with respect to specific products to any Participating Agency upon request. Purchases made in
accordance with the Buy America Act must still follow the applicable procurement rules calling for free
and open competition.
Does offeror agree? YES
Initials of Authorized Representative of offeror
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PROCUREMENT OF RECOVERED MATERIALS REQUIREMENTS FOR — 2 C.F.R. 4200.322
Participating Agency and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part
247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery; and establishing an affirmative
procurement program for procurement of recovered materials identified in the EPA guidelines..
Does Vendor agree? YES
Initials of Authorized Representative of offeror
CERTIFICATION OF ACCESS TO RECORDS — 2 C.F.R. S 200.336
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall
have access to any books, documents, papers and records of offeror that are directly pertinent to offeror's
discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and
transcriptions. The right also includes timely and reasonable access to offeror's personnel for the purpose of
interview and discussion relating to such documents.
Does offeror agree? YES
Initials of Authorized Representative of offeror
CERTIFICATION OF AFFORDABLE CARE ACT
Offeror understands and agrees that it shall be solely responsible for compliance with the patient Protection
and Affordable Care Act, Public Law 111-148 and the Health Care and Education Reconciliation Act 111-
152 (collectively the Affordable Care Act "ACA"). The Offeror shall bear sole responsibility for providing
health care benefits for its employees who provide services as required by Federal law.
Does offeror agree? YES
Initials of Authorized Representative of offeror
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and
conditions.
Does offeror agree? YES Initials of Authorized Representative of offeror
Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as
applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws,
acts, regulations, etc. as specifically noted above.
Offeror's Name:
Address, City, State, and Zip Code:
Phone Number:
Printed Name and Title of Authorized Representative:
Email Address:
Signature of Authorized Representative:
Date:
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OMNIA PARTNERS EXHIBITS
EXHIBIT G - NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures
required under New Jersey statues. All offerors submitting proposals must complete the following forms
specific to the State of New Jersey. Completed forms should be submitted with the offeror's response to the
RFP. Failure to complete the New Jersey packet will impact OMNIA Partners' ability to promote the Master
Agreement in the State of New Jersey.
DOC #1 Ownership Disclosure Form
DOC #2 Non -Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Certification of Non -Involvement in Prohibited Activities in Iran
DOC #7 New Jersey Business Registration Certificate
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti -discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14,
N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38;
• Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
• Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and
• Bid and Performance Security, as required by the applicable municipal or state statutes.
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OMNIA Partners Requirements - Exhibit G
DOC #1
OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law),
the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%)
or more of the firm presenting the proposal.
Company Name:
Street:
City, State, Zip Code:
Complete as appropriate:
_I certify that I am the sole owner of
that there are no partners and the business is not incorporated,
and the provisions of N.J.S. 52:25-24.2 do not apply.
OR:
I a partner in , do hereby
certify that the following is a list of all individualpartners who own a 10% or greater interest therein. Ifurther
certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the
names and addresses of the stockholders holding 10% or more of that corporation's stock or the individual
partners owning 10% or greater interest in that partnership.
OR:
I j an authorized representative of
a corporation, do hereby certify that the following is a list of the names and
addresses of all stockholders in the corporation who own 10% or more of its stock of any class. Ifurther certify
that if one (1) or more of such stockholders is itse f a corporation or partnership, that there is also set forth
the names and addresses of the stockholders holding 10% or more of the corporation's stock or the individual
partners owning a 10% or greater interest in that partnership.
(LNiote: If there are no partners or stockholders owning 10% or more interest, indicate none.
Name Address Interest
Ifurther certify that the statements and information contained herein, are complete and correct to the best of
my knowledge and belief.
Date
Authorized Signature and Title
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DOC #2
Company Name:
Street:
City, State, Zip Code:
State of
County of
I,
Name
OMNIA Partners Requirements - Exhibit G
NON -COLLUSION AFFIDAVIT
of the
City
in the County of , State of
offull age, being duly sworn according to law on my oath depose and say that:
I am the
Title
of the firm of
Company Name
the Offeror making the Proposal for the goods, services or public work specified under the attached proposal,
and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly
entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free,
competitive bidding in connection with the above proposal, and that all statements contained in said proposal
and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the
statements contained in said proposal and in the statements contained in this affidavit in awarding the contract
for the said goods, services or public work.
I further warrant that no person or selling agency has been employed or retained to solicit or secure such
contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee,
except bona fide employees or bona fide established commercial or selling agencies maintained by
Company Name
Subscribed and sworn before me
this day of _, 20
Notary Public of
My commission expires , 20
Authorized Signature & Title
SEAL
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DOC #3
AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:
Street:
City, State, Zip Code:
Proposal Certification:
Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal
will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be
issued, however, until all Affirmative Action requirements are met.
Required Affirmative Action Evidence:
Procurement, Professional & Service Contracts (Exhibit A)
Vendors must submit with proposal:
A photo copy of their Federal Letter of Affirmative Action Plan Approval
OR
2. A photo copy of their Certificate of Employee Information Report
OR
A complete Affirmative Action Employee Information Report (AA302)
Public Work — Over $50 000 Total PromectCost:
A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form
AA201-A upon receipt from the
B. Approved Federal or New Jersey Plan — certificate enclosed
I further certify that the statements and information contained herein, are complete and correct to the best of
my knowledge and belief.
Date
Authorized Signature and Title
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DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)
MANDATORY AFFIRMATIVE ACTION LANGUAGE
PROCUREMENT, PROFESSIONAL AND SERVICE
CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or
sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and
employed, and that employees are treated during employment, without regard to their age, race, creed, color,
national origin, ancestry, marital status, sex, affectional or sexual orientation. 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 by the Public Agency Compliance Officer setting forth
provisions of this non-discrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees
placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for
employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional
or sexual orientation.
The contractor or subcontractor, where applicable, will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided
by the agency contracting officer advising the labor union or workers' representative of the contractor's
commitments under this act and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the
Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans
with Disabilities Act.
The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade
consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the
Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with
a binding determination of the applicable county employment goals determined by the Affirmative Action
Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended
and supplemented from time to time.
The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area,
including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not
discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual
orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect
discriminatory practices.
The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all
personnel testing conforms with the principles of job -related testing, as established by the statutes and court
decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court
decisions.
The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading
and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry,
marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals,
consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and
applicable Federal court decisions.
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The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action
Office as may be requested by the office from time to time in order to carry out the purposes of these
regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action
Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC
17:27) .
Signature of Procurement Agent
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OMNIA Partners Requirements - Exhibit G
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required
to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to
contractors. What follows are instructions on the use of form local units can provide to contractors that are
required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2).
Additional information on the process is available in Local Finance Notice 2006-1
(hLtp://www.ni.gov/dea/divisions/dlgs/resourm/Ifns 2006.html). Please refer back to these instructions for
the appropriate links, as the Local Finance Notices include links that are no longer operational.
1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair
and open" process (N.J.S.A. 19:44A-20.7).
2. Due to the potential length of some contractor submissions, the public agency should consider allowing
data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with
the contract documents or in an appropriate computer file and be available for public access. The form is
worded to accept this alternate submission. The text should be amended if electronic submission will
not be allowed.
3. The submission must be received from the contractor and on file at least 10 days prior to award of the
contract. Resolutions of award should reflect that the disclosure has been received and is on file.
4. The contractor must disclose contributions made to candidate and party committees covering a wide range
of public agencies, including all public agencies that have elected officials in the county of the public
agency, state legislative positions, and various state entities. The Division of Local Government Services
recommends that contractors be provided a,list of the affected agencies. This will assist contractors in
determining the campaign and political committees of the officials and candidates affected by the
disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from
the "County PCD Forms" link on the Pay -to -Play web site at
http://www.ni.gqy/dca/divisions/dljzs/r)to,gramsApcl.httnl# 12. They will be updated from time -to -time
as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative
district(s). As the forms are county -based, they list all legislative districts in each county. Districts
that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of
the county. These submissions are appropriate and should be accepted.
d. The form may be used "as -is", subject to edits as described herein.
e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that
the Instructions and the form be printed on the same piece of paper. The form notes that the
Instructions are printed on the back of the form; where that is not the case, the text should be edited
accordingly.
f. The form is a Word document and can be edited to meet local needs, and posted for download on web
sites, used as an e-mail attachment, or provided as a printed document.
5. It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will
assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to
the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract
(See Local Finance Notice 2006-7 for additional information on this obligation at
http://www.ni.gov/dca/divisions/dlgs/rcsources/ifns 2006.html . A sample Certification form is part of
this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This
section is not applicable to Boards of Education.
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DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts ftom a public agency that are NOT awarded pursuant to a
"fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271,
s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor
shall disclose contributions to:
• any State, county, or municipal committee of a political party
• any legislative leadership committee*
• any continuing political committee (a.k.a., political action committee)
• any candidate committee of a candidate for, or holder of, an elective office:
0 of the public entity awarding the contract
0 of that county in which that public entity is located
0 of another public entity within that county
0 or of a legislative district in which that public entity is located or, when the public entity is a
county, of any legislative district which includes all or part of the county
The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle
that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16
for more details on reportable contributions.
N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business
entity is not a natural person. This includes the following:
• individuals with an "interest" ownership or control of more than 10% of the profits or assets of a
business entity or 10% of the stock in the case of a business entity that is a corporation for profit
• all principals, partners, officers, or directors of the business entity or their spouses
• any subsidiaries directly or indirectly controlled by the business entity
■ IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business
entity and filing as continuing political committees, (PACs).
When the business entity is a natural person, "a contribution by that person's spouse or child, residing
therewith, shall be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The
contributor must be listed on the disclosure.
Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by
ELEC in an amount to be determined by the Commission which may be based upon the amount that the
business entity failed to report.
The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose
elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the
contractor's responsibility to identify the specific committees to which contributions may have been made and
need to be disclosed. The disclosed information may exceed the minimum requirement.
The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details
(along with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public
under the Open Public Records Act.
The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the
agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education
contracts.
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DOC #4, continued
" N.J.S.A. 19:44A-3(s): "The term "legislative leadership committee" means a committee established,
authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate,
the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16
of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures."
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit
no later than 10 days prior to the award of the contract.
Part I — Vendor Information
Vendor Name:
Address:
City: State: zip:
The undersigned being authorized to certify, hereby certifies that the submission provided herein represents
compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying
this form.
Signature
Printed Name
Part II — Contribution Disclosure
Title
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political
contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of
the government entities listed on the form provided by the local unit.
❑ Check here if disclosure is provided in electronic form
Contributor Name
Recipient Name
Date
Dollar Amount
❑ Check here if the information is continued on subsequent page(s)
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❑ DOC #4, continued
LIST OF AGENCIES WITH ELECTED OFFICIALS REQUIRED FOR POLITICAL
CONTRIBUTION DISCLOSURE
N.J.S.A. 19:44A-20.26
County Name:
State: Governor, and Legislative Leadership Committees
Legislative District #s:
State Senator and two members of the General Assembly per district.
County:
Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):
USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE
PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY -BASED,
CUSTOMIZABLE FORM.
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DOC #5
STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
❑ I certify that the list below contains the names and home addresses of all stockholders holding 10%
or more of the issued and outstanding stock of the undersigned.
OR
❑ I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the
undersigned.
Check the box that represents the type of business organization:
❑ Partnership ❑ Corporation ❑ Sole Proprietorship
❑ Limited Partnership ❑ Limited Liability Corporation ❑ Limited Liability Partnership
❑ Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.
Stockholders
Name:
Name:
Home Address:
Home Address:
Name:
Name:
Home Address:
Home Address:
Name:
Name:
Home Address:
Home Address:
Subscribed and sworn before me this _ day of
,2
(Notary Public)
My Commission expires:
(Affiant)
(Print name & title of affiant)
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DOC #6
CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN IRAN
Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents,
subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 — 56(e) (3)), is listed on the Department of the
Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is
involved in any of the investment activities set forth in N.J.S.A. 52:32 — 56(f).
Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non -
Involvement in Prohibited Activities in Iran here:
h://www.state.ni.us/humanservices/dfd/info/standard/fdc/disclosure investmentact, df.
Offerors should submit the above form completed with their proposal.
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OMNIA Partners Requirements - Exhibit G
NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:3244)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business
Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering
products or services in New Jersey through any resulting contract.
http://www.state.ni.us/treasury/revenue/forrns/nirev.pdf
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OMNIA PARTNERS EXHIBITS
EXHIBIT H- OMNIA PARTNERS ADVERTISING COMPLIANCE REQUIREMENT
Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter
279A.220, the following public agencies and political subdivisions of the referenced public agencies are
eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to
this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying
with the procedural requirements of said statutes:
Nationwide:
State of Alabama
State of Hawaii
State of
State of New Mexico
State of South
Massachusetts
Dakota
State of Alaska
State of Idaho
State of Michigan
State of New York
State of
Tennessee
State of Arizona
State of Illinois
State of Minnesota
State of North
State of Texas
Carolina
State of Arkansas
State of Indiana
State of Mississippi
State of North Dakota
State of Utah
State of California
State of Iowa
State of Missouri
State of Ohio
State of Vermont
State of Colorado
State of Kansas
State of Montana
State of Oklahoma
State of Virginia
State of
State of
State of Nebraska
State of Oregon I
State of
Connecticut
Kentucky
Washington
State of Delaware
State of
State of Nevada
State of Pennsylvania
State of West
Louisiana
Virginia
State of Florida
State of Maine
State of New
State of Rhode Island
State of
Hampshire
State of South
Wisconsin
State of
State of Georgia
State of
State of New Jersey
Maryland
Carolina
W omin
District of
Columbia
Lists of political subdivisions and local governments in the above referenced states / districts may be found at
hltp://Www.giL.gov/A encies/State and Territories.shtml and https://www.usa.govllocal-governments.
Certain Public Agencies and Political Subdivisions:
CITIES. TOWNS. VILLAGES AND
BOROUGHS INCLUDING BUT NOT
LIMITED TO:
BAKER CITY GOLF COURSE, OR
CITY OF ADAIR VILLAGE, OR
CITY OF ASHLAND, OR
CITY OF AUMSVILLE, OR
CITY OF AURORA, OR
CITY OF BAKER, OR
CITY OF BATON ROUGE, LA
CITY OF BEAVERTON, OR
CITY OF BEND, OR
CITY OF BOARDMAN, OR
CITY OF BONANAZA, OR
CITY OF BOSSIER CITY, LA
CITY OF BROOKINGS, OR
CITY OF BURNS, OR
CITY OF CANBY, OR
CITY OF CANYONVILLE, OR
CITY OF CLATSKANIE, OR
CITY OF COBURG, OR
CITY OF CONDON, OR
CITY OF COQUILLE, OR
CITY OF CORVALLI, OR
CITY OF CORVALLIS PARKS AND
RECREATION DEPARTMENT, OR
CITY OF COTTAGE GROVE, OR
CITY OF DONALD, OR
CITY OF EUGENE, OR
CITY OF FOREST GROVE, OR
CITY OF GOLD HILL, OR
CITY OF GRANTS PASS, OR
CITY OF GRESHAM, OR
CITY OF HILLSBORO, OR
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CITY OF INDEPENDENCE, OR
AMERICAN FORK CITY, UT
CITY AND COUNTY OF HONOLULU, HI
ANNABELLA, UT
CITY OF KENNER, LA
ANTIMONY, UT
CITY OF LA GRANDE, OR
APPLE VALLEY, UT
CITY OF LAFAYETTE, LA
AURORA, UT
CITY OF LAKE CHARLES, OR
BALLARD, UT
CITY OF LEBANON, OR
BEAR RIVER CITY, UT
CITY OF MCMINNVILLE, OR
BEAVER, UT
CITY OF MEDFORD, OR
BICKNELL, UT
CITY OF METAIRIE, LA
BIG WATER, UT
CITY OF MILL CITY, OR
BLANDING, UT
CITY OF MILWAUKIE, OR
BLUFFDALE, UT
CITY OF MONROE, LA
BOULDER, UT
CITY OF MOSIER, OR
CITY OF BOUNTIFUL, UT
CITY OF NEW ORLEANS, LA
BRIAN HEAD, UT
CITY OF NORTH PLAINS, OR
BRIGHAM CITY CORPORATION, UT
CITY OF OREGON CITY, OR
BRYCE CANYON CITY, UT
CITY OF PILOT ROCK, OR
CANNONVILLE, UT
CITY OF PORTLAND, OR
CASTLE DALE, UT
CITY OF POWERS, OR
CASTLE VALLEY, UT
CITY OF PRINEVILLE, OR
CITY OF CEDAR CITY, UT
CITY OF REDMOND, OR
CEDAR FORT, UT
CITY OF REEDSPORT, OR
CITY OF CEDAR HILLS, UT
CITY OF RIDDLE, OR
CENTERFIELD, UT
CITY OF ROGUE RIVER, OR
CENTERVILLE CITY CORPORATION, UT
CITY OF ROSEBURG, OR
CENTRAL VALLEY, UT
CITY OF SALEM, OR
CHARLESTON, UT
CITY OF SANDY, OR
CIRCLEVILLE, UT
CITY OF SCAPPOOSE, OR
CLARKSTON, UT
CITY OF SHADY COVE, OR
CLAWSON, UT
CITY OF SHERWOOD, OR
CLEARFIELD, UT
CITY OF SHREVEPORT, LA
CLEVELAND, UT
CITY OF SILVERTON, OR
CLINTON CITY CORPORATION, UT
CITY OF SPRINGFIELD, OR
COALVILLE, UT
CITY OF ST. HELENS, OR
CORINNE, UT
CITY OF ST. PAUL, OR
CORNISH, UT
CITY OF SULPHUR, LA
COTTONWOOD HEIGHTS, UT
CITY OF TIGARD, OR
DANIEL, UT
CITY OF TROUTDALE, OR
DELTA, UT
CITY OF TUALATIN, OR
DEWEYVILLE, UT
CITY OF WALKER, LA
DRAPER CITY, UT
CITY OF WARRENTON, OR
DUCHESNE, UT
CITY OF WEST LINN, OR
EAGLE MOUNTAIN, UT
CITY OF WILSONVILLE, OR
EAST CARBON, UT
CITY OF WINSTON, OR
ELK RIDGE, UT
CITY OF WOODBURN, OR
ELMO, UT
LEAGUE OF OREGON CITES
ELSINORE, UT
THE CITY OF HAPPY VALLEY OREGON
ELWOOD, UT
ALPINE, UT
EMERY, UT
ALTA, UT
ENOCH, UT
ALTAMONT, UT
ENTERPRISE, UT
ALTON, UT
EPHRAIM, UT
AMALGA, UT
ESCALANTE, UT
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EUREKA,UT
KOOSHAREM,UT
FAIRFIELD, UT
LAKETOWN, UT
FAIRVIEW, UT
LA VERKIN, UT
FARMINGTON, UT
LAYTON, UT
FARR WEST, UT
LEAMINGTON, UT
FAYETTE, UT
LEEDS, UT
FERRON, UT
LEHI CITY CORPORATION, UT
FIELDING, UT
LEVAN, UT
FILLMORE, UT
LEWISTON, UT
FOUNTAIN GREEN, UT
LINDON, UT
FRANCIS, UT
LOA, UT
FRUIT HEIGHTS, UT
LOGAN CITY, UT
GARDEN CITY, UT
LYMAN, UT
GARLAND,UT
LYNNDYL,UT
GENOLA, UT
MANILA, UT
GLENDALE, UT
MANTI, UT
GLENWOOD, UT
MANTUA, UT
GOSHEN, UT
MAPLETON, UT
GRANTSVILLE, UT
MARRIOTT-SLATERVILLE, UT
GREEN RIVER, UT
MARYSVALE, UT
GUNNISON, UT
MAYFIELD, UT
HANKSVILLE, UT
MEADOW, UT
HARRISVILLE, UT
MENDON, UT
HATCH, UT
MIDVALE CITY INC., UT
HEBER CITY CORPORATION, UT
MIDWAY, UT
HELPER, UT
MILFORD, UT
HENEFER, UT
MILLVILLE, UT
HENRIEVILLE, UT
MINERSVILLE, UT
HERRIMAN, UT
MOAB, UT
HIDEOUT, UT
MONA, UT
HIGHLAND, UT
MONROE, UT
HILDALE, UT
CITY OF MONTICELLO, UT
HINCKLEY, UT
MORGAN, UT
HOLDEN, UT
MORONI, UT
HOLLADAY, UT
MOUNT PLEASANT, UT
HONEYVILLE, UT
MURRAY CITY CORPORATION, UT
HOOPER, UT
MYTON, UT
HOWELL, UT
NAPLES, UT
HUNTINGTON, UT
NEPHI, UT
HUNTSVILLE, UT
NEW HARMONY, UT
CITY OF HURRICANE, UT
NEWTON, UT
HYDE PARK, UT
NIBLEY, UT
HYRUM, UT
NORTH LOGAN, UT
INDEPENDENCE, UT
NORTH OGDEN, UT
IVINS, UT
NORTH SALT LAKE CITY, UT
JOSEPH, UT
OAK CITY, UT
JUNCTION, UT
OAKLEY, UT
KAMAS, UT
OGDEN CITY CORPORATION, UT
KANAB, UT
OPHIR, UT
KANARRAVILLE, UT
ORANGEVILLE, UT
KANOSH, UT
ORDERVILLE, UT
KAYSVILLE, UT
OREM, UT
KINGSTON, UT
PANGUITCH, UT
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP#269-2019-105 JUNE 19, 2019
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Section 8
OMNIA Partners Requirements - Exhibit H
PARADISE, UT
PARAGONAH,UT
PARK CITY, UT
PAROWAN, UT
PAYSON, UT
PERRY, UT
PLAIN CITY, UT
PLEASANT GROVE CITY, UT
PLEASANT VIEW, UT
PLYMOUTH, UT
PORTAGE, UT
PRICE, UT
PROVIDENCE, UT
PROVO, UT
RANDOLPH, UT
REDMOND, UT
RICHFIELD, UT
RICHMOND, UT
RIVERDALE, UT
RIVER HEIGHTS, UT
RIVERTON CITY, UT
ROCKVILLE, UT
ROCKY RIDGE, UT
ROOSEVELT CITY CORPORATION, UT
ROY, UT
RUSH VALLEY, UT
CITY OF ST. GEORGE, UT
SALEM, UT
SALINA, UT
SALT LAKE CITY CORPORATION, UT
SANDY,UT
SANTA CLARA, UT
SANTAQUIN, UT
SARATOGA SPRINGS, UT
SCIPIO, UT
SCOFIELD, UT
SIGURD, UT
SMITHFIELD, UT
SNOWVILLE, UT
CITY OF SOUTH JORDAN, UT
SOUTH OGDEN, UT
CITY OF SOUTH SALT LAKE, UT
SOUTH WEBER, UT
SPANISH FORK, UT
SPRING CITY, UT
SPRINGDALE, UT
SPRINGVILLE, UT
STERLING, UT
STOCKTON, UT
SUNNYSIDE, UT
SUNSET CITY CORP, UT
SYRACUSE, UT
TABIONA, UT
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 RUNE 19, 2019
CITY OF TAYLORSVILLE, UT
TOOELE CITY CORPORATION, UT
TOQUERVILLE, UT
TORREY,UT
TREMONTON CITY, UT
TRENTON, UT
TROPIC, UT
UINTAH, UT
VERNAL CITY, UT
VERNON, UT
VINEYARD, UT
VIRGIN, UT
WALES, UT
WALLSBURG, UT
WASHINGTON CITY, UT
WASHINGTON TERRACE, UT
WELLINGTON, UT
WELLSVILLE, UT
WENDOVER, UT
WEST BOUNTIFUL, UT
WEST HAVEN, UT
WEST JORDAN, UT
WEST POINT, UT
WEST VALLEY CITY, UT
WILLARD, UT
WOODLAND HILLS, UT
WOODRUFF, UT
WOODS CROSS, UT
COUNTIES AND PARISHES INCLUDING
BUT NOT LIMITED TO:
ASCENSION PARISH, LA
ASCENSION PARISH, LA, CLEAR OF COURT
CADDO PARISH, LA
CALCASIEU PARISH, LA
CALCASIEU PARISH SHERIFF'S OFFICE, LA
CITY AND COUNTY OF HONOLULU, HI
CLACKAMAS COUNTY, OR
CLACKAMAS COUNTY DEPT OF
TRANSPORTATION, OR
CLATSOP COUNTY, OR
COLUMBIA COUNTY, OR
COOS COUNTY, OR
COOS COUNTY HIGHWAY DEPARTMENT,
OR
COUNTY OF HAWAII, OR
CROOK COUNTY, OR
CROOK COUNTY ROAD DEPARTMENT, OR
CURRY COUNTY, OR
DESCHUTES COUNTY, OR
DOUGLAS COUNTY, OR
EAST BATON ROUGE PARISH, LA
GILLIAM COUNTY, OR
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Section 8
OMNIA Partners Requirements - Exhibit H
GRANT COUNTY, OR
HARNEY COUNTY, OR
HARNEY COUNTY SHERIFFS OFFICE, OR
HAWAII COUNTY, HI
HOOD RIVER COUNTY, OR
JACKSON COUNTY, OR
JEFFERSON COUNTY, OR
JEFFERSON PARISH, LA
JOSEPHINE COUNTY GOVERNMENT, OR
LAFAYETTE CONSOLIDATED
GOVERNMENT, LA
LAFAYETTE PARISH, LA
LAFAYETTE PARISH CONVENTION &
VISITORS COMMISSION
LAFOURCHE PARISH, LA
KAUAI COUNTY, HI
KLAMATH COUNTY, OR
LAKE COUNTY, OR
LANE COUNTY, OR
LINCOLN COUNTY, OR
LINN COUNTY, OR
LIVINGSTON PARISH, LA
MALHEUR COUNTY, OR
MAUI COUNTY, HI
MARION COUNTY, SALEM, OR
MORROW COUNTY, OR
MULTNOMAH COUNTY, OR
MULTNOMAH COUNTY BUSINESS AND
COMMUNITY SERVICES, OR
MULTNOMAH COUNTY SHERIFFS OFFICE,
OR
MULTNOMAH LAW LIBRARY, OR
ORLEANS PARISH, LA
PLAQUEMINES PARISH, LA
POLK COUNTY, OR
RAPIDES PARISH, LA
SAINT CHARLES PARISH, LA
SAINT CHARLES PARISH PUBLIC
SCHOOLS, LA
SAINT LANDRY PARISH, LA
SAINT TAMMANY PARISH, LA
SHERMAN COUNTY, OR
TERREBONNE PARISH, LA
TILLAMOOK COUNTY, OR
TILLAMOOK COUNTY SHERIFF'S OFFICE,
OR
TILLAMOOK COUNTY GENERAL
HOSPITAL, OR
UMATILLA COUNTY, OR
UNION COUNTY, OR
WALLOWA COUNTY, OR
WASCO COUNTY, OR
WASHINGTON COUNTY, OR
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
WEST BATON ROUGE PARISH, LA
WHEELER COUNTY, OR
YAMHILL COUNTY, OR
COUNTY OF BOX ELDER, UT
COUNTY OF CACHE, UT
COUNTY OF RICH, UT
COUNTY OF WEBER, UT
COUNTY OF MORGAN, UT
COUNTY OF DAVIS, UT
COUNTY OF SUMMIT, UT
COUNTY OF DAGGETT, UT
COUNTY OF SALT LAKE, UT
COUNTY OF TOOELE, UT
COUNTY OF UTAH, UT
COUNTY OF WASATCH, UT
COUNTY OF DUCHESNE, UT
COUNTY OF UINTAH, UT
COUNTY OF CARBON, UT
COUNTY OF SANPETE, UT
COUNTY OF JUAB, UT
COUNTY OF MILLARD, UT
COUNTY OF SEVIER, UT
COUNTY OF EMERY, UT
COUNTY OF GRAND, UT
COUNTY OF BEVER, UT
COUNTY OF PIUTE, UT
COUNTY OF WAYNE, UT
COUNTY OF SAN JUAN, UT
COUNTY OF GARFIELD, UT
COUNTY OF KANE, UT
COUNTY OF IRON, UT
COUNTY OF WASHINGTON, UT
OTHER AGENCIES INCLUDING
ASSOCIATIONS BOARDS DISTRICTS,
COMMISSIONS COUNCE S PUBLIC
CORPORATIONS PUBLIC
DEVELOPMENT AUTHORITIES
RESERVATIONS AND UTILITIES
INCLUDING BUT NOT LIMITED TO:
BANKS FIRE DISTRICT, OR
BATON ROUGE WATER COMPANY
BEND METRO PARK AND RECREATION
DISTRICT
BIENVILLE PARISH FIRE PROTECTION
DISTRICT 6, LA
BOARDMAN PARK AND RECREATION
DISTRICT
CENTRAL CITY ECONOMIC OPPORTUNITY
CORP, LA
CENTRAL OREGON
INTERGOVERNMENTAL COUNCIL
CITY OF BOGALUSA SCHOOL BOARD, LA
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Section 8
OMNIA Partners Requirements - Exhibit H
CLACKAMAS RIVER WATER
CLATSKANIE PEOPLE'S UTILITY DISTRICT
CLEAN WATER SERVICES
CONFEDERATED TRIBES OF THE
UMATILLA INDIAN RESERVATION
COOS FOREST PROTECTIVE ASSOCIATION
CHEHALEM PARK AND RECREATION
DISTRICT
DAVID CROCKETT STEAM FIRE COMPANY
#1, LA
EUGENE WATER AND ELECTRIC BOARD
HONOLULU INTERNATIONAL AIRPORT
HOODLAND FIRE DISTRICT #74
HOUSING AUTHORITY OF PORTLAND
ILLINOIS VALLEY FIRE DISTRICT
LAFAYETTE AIRPORT COMMISSION, LA
LAFOURCHE PARISH HEALTH UNIT - DHH-
OPH REGION 3
LOUISIANA PUBLIC SERVICE
COMMISSION, LA
LOUISIANA WATER WORKS
MEDFORD WATER COMMISSION
MELHEUR COUNTY JAIL, OR
METRO REGIONAL GOVERNMENT
METRO REGIONAL PARKS
METROPOLITAN EXPOSITION
RECREATION COMMISSION
METROPOLITAN SERVICE DISTRICT
(METRO)
MULTNOMAH EDUCATION SERVICE
DISTRICT
NEW ORLEANS REDEVELOPMENT
AUTHORITY, LA
NORTHEAST OREGON HOUSING
AUTHORITY, OR
PORT OF BRANDON, OR
PORT OF MORGAN CITY, LA
PORTLAND DEVELOPMENT COMMISSION,
OR
PORTLAND FIRE AND RESCUE
PORTLAND HOUSING CENTER, OR
OREGON COAST COMMUNITY ACTION
OREGON HOUSING AND COMMUNITY
SERVICES
OREGON LEGISLATIVE ADMINISTRATION
ROGUE VALLEY SEWER, OR
SAINT LANDRY PARISH TOURIST
COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA
SALEM MASS TRANSIT DISTRICT
SEWERAGE AND WATER BOARD OF NEW
ORLEANS, LA
SOUTH LAFOURCHE LEVEE DISTRICT, LA
TRI-COUNTY METROPOLITAN
TRANSPORTATION DISTRICT OF OREGON
TUALATIN HILLS PARK & RECREATION
DISTRICT
TUALATIN VALLEY FIRE & RESCUE
TUALATIN VALLEY WATER DISTRICT
WILLAMALANE PARK AND RECREATION
DISTRICT
WILLAMETTE HUMANE SOCIETY
K-12 INCLUDING BUT NOT LI-MITEI? TO:
ACADIA PARISH SCHOOL BOARD
BEAVERTON SCHOOL DISTRICT
BEND -LA PINE SCHOOL DISTRICT
BOGALUSA HIGH SCHOOL, LA
BOSSIER PARISH SCHOOL BOARD
BROOKING HARBOR SCHOOL DISTRICT
CADDO PARISH SCHOOL DISTRICT
CALCASIEU PARISH SCHOOL DISTRICT
CANBY SCHOOL DISTRICT
CANYONVILLE CHRISTIAN ACADEMY
CASCADE SCHOOL DISTRICT
CASCADES ACADEMY OF CENTRAL
OREGON
CENTENNIAL SCHOOL DISTRICT
CENTRAL CATHOLIC HIGH SCHOOL
CENTRAL POINT SCHOOL DISTRICT NO.6
CENTRAL SCHOOL DISTRICT 13J
COOS BAY SCHOOL DISTRICT NO.9
CORVALLIS SCHOOL DISTRICT 509J
COUNTY OF YAMHILL SCHOOL DISTRICT
29
CULVER SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO.2
DAVID DOUGLAS SCHOOL DISTRICT
DAYTON SCHOOL DISTRICT NO.8
DE LA SALLE N CATHOLIC HS
DESCHUTES COUNTY SCHOOL DISTRICT
NO.6
DOUGLAS EDUCATIONAL DISTRICT
SERVICE
DUFUR SCHOOL DISTRICT NO.29
EAST BATON ROUGE PARISH SCHOOL
DISTRICT
ESTACADA SCHOOL DISTRICT NO.1 OB
FOREST GROVE SCHOOL DISTRICT
GEORGE MIDDLE SCHOOL
GLADSTONE SCHOOL DISTRICT
GRANTS PASS SCHOOL DISTRICT 7
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
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Section 8
OMNIA Partners Requirements - Exhibit H
GREATER ALBANY PUBLIC SCHOOL
PORTLAND JEWISH ACADEMY
DISTRICT
PORTLAND PUBLIC SCHOOLS
GRESHAM BARLOW JOINT SCHOOL
RAPIDES PARISH SCHOOL DISTRICT
DISTRICT
REDMOND SCHOOL DISTRICT
HEAD START OF LANE COUNTY
REYNOLDS SCHOOL DISTRICT
HIGH DESERT EDUCATION SERVICE
ROGUE RIVER SCHOOL DISTRICT
DISTRICT
ROSEBURG PUBLIC SCHOOLS
HILLSBORO SCHOOL DISTRICT
SCAPPOOSE SCHOOL DISTRICT 1J
HOOD RIVER COUNTY SCHOOL DISTRICT
SAINT TAMMANY PARISH SCHOOL
JACKSON CO SCHOOL DIST NO.9
BOARD, LA
JEFFERSON COUNTY SCHOOL DISTRICT
SEASIDE SCHOOL DISTRICT 10
509-J
SHERWOOD SCHOOL DISTRICT 88J
JEFFERSON PARISH SCHOOL DISTRICT
SILVER FALLS SCHOOL DISTRICT 4J
JEFFERSON SCHOOL DISTRICT
SOUTH LANE SCHOOL DISTRICT 45J3
JUNCTION CITY SCHOOLS, OR
SOUTHERN OREGON EDUCATION SERVICE
KLAMATH COUNTY SCHOOL DISTRICT
DISTRICT
KLAMATH FALLS CITY SCHOOLS
SPRINGFIELD PUBLIC SCHOOLS
LAFAYETTE PARISH SCHOOL DISTRICT
SUTHERLIN SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J
SWEET HOME SCHOOL DISTRICT NO.55
LANE COUNTY SCHOOL DISTRICT 4J
TERREBONNE PARISH SCHOOL DISTRICT
LINCOLN COUNTY SCHOOL DISTRICT
THE CATLIN GABEL SCHOOL
LINN CO. SCHOOL DIST. 95C
TIGARD-TUALATIN SCHOOL DISTRICT
LIVINGSTON PARISH SCHOOL DISTRICT
UMATILLA MORROW ESD
LOST RIVER JR/SR HIGH SCHOOL
WEST LINN WILSONVILLE SCHOOL
LOWELL SCHOOL DISTRICT NO.71
DISTRICT
MARION COUNTY SCHOOL DISTRICT
WILLAMETTE EDUCATION SERVICE
MARION COUNTY SCHOOL DISTRICT 103
DISTRICT
MARIST HIGH SCHOOL, OR
WOODBURN SCHOOL DISTRICT
MCMINNVILLE SCHOOL DISTRICT NOAO
YONCALLA SCHOOL DISTRICT
MEDFORD SCHOOL DISTRICT 549C
ACADEMY FOR MATH ENGINEERING &
MITCH CHARTER SCHOOL
SCIENCE (AMES), UT
MONROE SCHOOL DISTRICT NO. IJ
ALIANZA ACADEMY, UT
MORROW COUNTY SCHOOL DIST, OR
ALPINE DISTRICT, UT
MULTNOMAH EDUCATION SERVICE
AMERICAN LEADERSHIP ACADEMY, UT
DISTRICT
AMERICAN PREPARATORY ACADEMY, UT
MULTISENSORY LEARNING ACADEMY
BAER CANYON HIGH SCHOOL FOR
MYRTLE PINT SCHOOL DISTRICT 41
SPORTS & MEDICAL SCIENCES, UT
NEAH-KAH-NIE DISTRICT NO.56
BEAR RIVER CHARTER SCHOOL, UT
NEWBERG PUBLIC SCHOOLS
BEAVER SCHOOL DISTRICT, UT
NESTUCCA VALLEY SCHOOL DISTRICT
BEEHIVE SCIENCE & TECHNOLOGY
NO.101
ACADEMY (BSTA), UT
NOBEL LEARNING COMMUNITIES
BOX ELDER SCHOOL DISTRICT, UT
NORTH BEND SCHOOL DISTRICT 13
CBA CENTER, UT
NORTH CLACKAMAS SCHOOL DISTRICT
CACHE SCHOOL DISTRICT, UT
NORTH DOUGLAS SCHOOL DISTRICT
CANYON RIM ACADEMY, UT
NORTH WASCO CITY SCHOOL DISTRICT 21
CANYONS DISTRICT, UT
NORTHWEST REGIONAL EDUCATION
CARBON SCHOOL DISTRICT, UT
SERVICE DISTRICT
CHANNING HALL, UT
ONTARIO MIDDLE SCHOOL
CHARTER SCHOOL LEWIS ACADEMY, UT
OREGON TRAIL SCHOOL DISTRICT NOA6
CITY ACADEMY, UT
ORLEANS PARISH SCHOOL DISTRICT
DAGGETT SCHOOL DISTRICT, UT
PHOENIX -TALENT SCHOOL DISTRICT NOA
DAVINCI ACADEMY, UT
PLEASANT HILL SCHOOL DISTRICT
DAVIS DISTRICT, UT
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
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Section 8
OMNIA Partners Requirements - Exhibit fi
DUAL IMMERSION ACADEMY, UT
DUCHESNE SCHOOL DISTRICT, UT
EARLY LIGHT ACADEMY AT DAYBREAK,
UT
EAST HOLLYWOOD HIGH, UT
EDITH BOWEN LABORATORY SCHOOL, UT
EMERSON ALCOTT ACADEMY, UT
EMERY SCHOOL DISTRICT, UT
ENTHEOS ACADEMY, UT
EXCELSIOR ACADEMY, UT
FAST FORWARD HIGH, UT
FREEDOM ACADEMY, UT
GARFIELD SCHOOL DISTRICT, UT
GATEWAY PREPARATORY ACADEMY, UT
GEORGE WASHINGTON ACADEMY, UT
GOOD FOUNDATION ACADEMY, UT
GRAND SCHOOL DISTRICT, UT
GRANITE DISTRICT, UT
GUADALUPE SCHOOL, UT
HAWTHORN ACADEMY, UT
INTECH COLLEGIATE HIGH SCHOOL, UT
IRON SCHOOL DISTRICT, UT
ITINERIS EARLY COLLEGE HIGH, UT
JOHN HANCOCK CHARTER SCHOOL, UT
JORDAN DISTRICT, UT
NAB SCHOOL DISTRICT, UT
KANE SCHOOL DISTRICT, UT
KARL G MAESER PREPARATORY
ACADEMY, UT
LAKEVIEW ACADEMY, UT
LEGACY PREPARATORY ACADEMY, UT
LIBERTY ACADEMY, UT
LINCOLN ACADEMY, UT
LOGAN SCHOOL DISTRICT, UT
MARIA MONTESSORI ACADEMY, UT
MERIT COLLEGE PREPARATORY
ACADEMY, UT
MILLARD SCHOOL DISTRICT, UT
MOAB CHARTER SCHOOL, UT
MONTICELLO ACADEMY, UT
MORGAN SCHOOL DISTRICT, UT
MOUNTAINVILLE ACADEMY, UT
MURRAY SCHOOL DISTRICT, UT
NAVIGATOR POINTE ACADEMY, UT
NEBO SCHOOL DISTRICT, UT
NO UT ACAD FOR MATH ENGINEERING &
SCIENCE (NUAMES), UT
NOAH WEBSTER ACADEMY, UT
NORTH DAVIS PREPARATORY ACADEMY,
UT
NORTH SANPETE SCHOOL DISTRICT, UT
NORTH STAR ACADEMY, UT
NORTH SUMMIT SCHOOL DISTRICT, UT
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
ODYSSEY CHARTER SCHOOL, UT
OGDEN PREPARATORY ACADEMY, UT
OGDEN SCHOOL DISTRICT, UT
OPEN CLASSROOM, UT
OPEN HIGH SCHOOL OF UTAH, UT
OQUIRRH MOUNTAIN CHARTER SCHOOL,
UT
PARADIGM HIGH SCHOOL, UT
PARK CITY SCHOOL DISTRICT, UT
PINNACLE CANYON ACADEMY, UT
PIUTE SCHOOL DISTRICT, UT
PROVIDENCE HALL, UT
PROVO SCHOOL DISTRICT, UT
QUAIL RUN PRIMARY SCHOOL, UT
QUEST ACADEMY, UT
RANCHES ACADEMY, UT
REAGAN ACADEMY, UT
RENAISSANCE ACADEMY, UT
RICH SCHOOL DISTRICT, UT
ROCKWELL CHARTER HIGH SCHOOL, UT
SALT LAKE ARTS ACADEMY, UT
SALT LAKE CENTER FOR SCIENCE
EDUCATION, UT
SALT LAKE SCHOOL DISTRICT, UT
SALT LAKE SCHOOL FOR THE
PERFORMING ARTS, UT
SAN JUAN SCHOOL DISTRICT, UT
SEVIER SCHOOL DISTRICT, UT
SOLDIER HOLLOW CHARTER SCHOOL, UT
SOUTH SANPETE SCHOOL DISTRICT, UT
SOUTH SUMMIT SCHOOL DISTRICT, UT
SPECTRUM ACADEMY, UT
SUCCESS ACADEMY, UT
SUCCESS SCHOOL, UT
SUMMIT ACADEMY, UT
SUMMIT ACADEMY HIGH SCHOOL, UT
SYRACUSE ARTS ACADEMY, UT
THOMAS EDISON - NORTH, UT
TIMPANOGOS ACADEMY, UT
TINTIC SCHOOL DISTRICT, UT
TOOELE SCHOOL DISTRICT, UT
TUACAHN HIGH SCHOOL FOR THE
PERFORMING ARTS, UT
UINTAH RIVER HIGH, UT
UINTAH SCHOOL DISTRICT, UT
UTAH CONNECTIONS ACADEMY, UT
UTAH COUNTY ACADEMY OF SCIENCE, UT
UTAH ELECTRONIC HIGH SCHOOL, UT
UTAH SCHOOLS FOR DEAF & BLIND, UT
UTAH STATE OFFICE OF EDUCATION, UT
UTAH VIRTUAL ACADEMY, UT
VENTURE ACADEMY, UT
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Section S
OMNIA Partners Requirements - Exhibit H
VISTA AT ENTRADA SCHOOL OF
PERFORMING ARTS AND TECHNOLOGY,
UT
WALDEN SCHOOL OF LIBERAL ARTS, UT
WASATCH PEAK ACADEMY, UT
WASATCH SCHOOL DISTRICT, UT
WASHINGTON SCHOOL DISTRICT, UT
WAYNE SCHOOL DISTRICT, UT
WEBER SCHOOL DISTRICT, UT
WEILENMANN SCHOOL OF DISCOVERY,
UT
HIGHER EDUCATION
ARGOSY UNIVERSITY
BATON ROUGE COMMUNITY COLLEGE,
LA
BIRTHINGWAY COLLEGE OF MIDWIFERY
BLUE MOUNTAIN COMMUNITY COLLEGE
BRIGHAM YOUNG UNIVERSITY - HAWAII
CENTRAL OREGON COMMUNITY
COLLEGE
CENTENARY COLLEGE OF LOUISIANA
CHEMEKETA COMMUNITY COLLEGE
CLACKAMAS COMMUNITY COLLEGE
COLLEGE OF THE MARSHALL ISLANDS
COLUMBIA GORGE COMMUNITY
COLLEGE
CONCORDIA UNIVERSITY
GEORGE FOX UNIVERSITY
KLAMATH COMMUNITY COLLEGE
DISTRICT
LANE COMMUNITY COLLEGE
LEWIS AND CLARK COLLEGE
LINFIELD COLLEGE
LINN-BENTON COMMUNITY COLLEGE
LOUISIANA COLLEGE, LA
LOUISIANA STATE UNIVERSITY
LOUISIANA STATE UNIVERSITY HEALTH
SERVICES
MARYLHURST UNIVERSITY
MT. HOOD COMMUNITY COLLEGE
MULTNOMAH BIBLE COLLEGE
NATIONAL COLLEGE OF NATURAL
MEDICINE
NORTHWEST CHRISTIAN COLLEGE
OREGON HEALTH AND SCIENCE
UNIVERSITY
OREGON INSTITUTE OF TECHNOLOGY
OREGON STATE UNIVERSITY
OREGON UNIVERSITY SYSTEM
PACIFIC UNIVERSITY
PIONEER PACIFIC COLLEGE
PORTLAND COMMUNITY COLLEGE
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
PORTLAND STATE UNIVERSITY
REED COLLEGE
RESEARCH CORPORATION OF THE
UNIVERSITY OF HAWAII
ROGUE COMMUNITY COLLEGE
SOUTHEASTERN LOUISIANA UNIVERSITY
SOUTHERN OREGON UNIVERSITY
(OREGON UNIVERSITY SYSTEM)
SOUTHWESTERN OREGON COMMUNITY
COLLEGE
TULANE UNIVERSITY
TILLAMOOK BAY COMMUNITY COLLEGE
UMPQUA COMMUNITY COLLEGE
UNIVERSITY OF HAWAII BOARD OF
REGENTS
UNIVERSITY OF HAWAII-HONOLULU
COMMUNITY COLLEGE
UNIVERSITY OF OREGON-GRADUATE
SCHOOL
UNIVERSITY OF PORTLAND
UNIVERSITY OF NEW ORLEANS
WESTERN OREGON UNIVERSITY
WESTERN STATES CHIROPRACTIC
COLLEGE
WILLAMETTE UNIVERSITY
XAVIER UNIVERSITY
UTAH SYSTEM OF HIGHER EDUCATION,
UT
UNIVERSITY OF UTAH, UT
UTAH STATE UNIVERSITY, UT
WEBER STATE UNIVERSITY, UT
SOUTHERN UTAH UNIVERSITY, UT
SNOW COLLEGE, UT
DIXIE STATE COLLEGE, UT
COLLEGE OF EASTERN UTAH, UT
UTAH VALLEY UNIVERSITY, UT
SALT LAKE COMMUNITY COLLEGE, UT
UTAH COLLEGE OF APPLIED
TECHNOLOGY, UT
STATE AGENCIES
ADMIN. SERVICES OFFICE
BOARD OF MEDICAL EXAMINERS
HAWAII CHILD SUPPORT ENFORCEMENT
AGENCY
HAWAII DEPARTMENT OF
TRANSPORTATION
HAWAII HEALTH SYSTEMS CORPORATION
OFFICE OF MEDICAL ASSISTANCE
PROGRAMS
OFFICE OF THE STATE TREASURER
OREGON BOARD OF ARCHITECTS
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Section 8
OMNIA Partners Requirements - Exhibit H
OREGON CHILD DEVELOPMENT
COALITION
OREGON DEPARTMENT OF EDUCATION
OREGON DEPARTMENT OF FORESTRY
OREGON DEPT OF TRANSPORTATION
OREGON DEPT. OF EDUCATION
OREGON LOTTERY
OREGON OFFICE OF ENERGY
OREGON STATE BOARD OF NURSING
OREGON STATE DEPT OF CORRECTIONS
OREGON STATE POLICE
OREGON TOURISM COMMISSION
OREGON TRAVEL INFORMATION
COUNCIL
SANTIAM CANYON COMMUNICATION
CENTER
SEIU LOCAL 503, OPEU
SOH- JUDICIARY CONTRACTS AND PURCH
STATE DEPARTMENT OF DEFENSE, STATE
OF HAWAII
STATE OF HAWAII
STATE OF HAWAII, DEPT. OF EDUCATION
STATE OF LOUISIANA
STATE OF LOUISIANA DEPT. OF
EDUCATION
STATE OF LOUISIANA, 26TH JUDICIAL
DISTRICT ATTORNEY
STATE OF UTAH
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
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Section 9
Sample Contract
SAMPLE CONTRACT.
As used in this Section of the RFP, the term "Contract" shall refer to the agreement entered into between
the City and the Company, and the term "Company" shall refer to the vendor that has been awarded a
contract.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
AGREEMENT TO PROVIDE
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
THIS PROFESSIONAL SERVICES CONTRACT (the "Contract") is made and entered into as of this I"
day of January 2020 (the "Effective Date"), by and between , a corporation doing
business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal
corporation (the "City").
RECITALS
WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for FURNITURE,
INSTALLATION AND RELATED PRODUCTS AND SERVICES dated JUNE 19, 2019. This Request
for Proposals together with all attachments and addenda, is referred to herein as the "RFP"; and
WHEREAS, the City desires that the Company provide certain FURNITURE, INSTALLATION AND
RELATED PRODUCTS AND SERVICES ("Services"), and the Company desires to provide such
Services; and
WHEREAS, the City and the Company have negotiated and agreed regarding the above -referenced
Services and desire to reduce the terms and conditions of their agreement to this written form.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in further consideration of the covenants and representations contained herein, the
parties agree as follows:
CONTRACT
EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With
the exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in
an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor
of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the
order in which the Exhibits appear below. Notwithstanding anything contained in this Contract or any
Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body
of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each
reference to COMPANY NAME in the Exhibits and Appendices shall be deemed to mean the
Company.
EXHIBIT A: PRICE SCHEDULE
EXHIBIT B: SCOPE OF WORK
EXHIBIT C: PROPOSAL RESPONSE FORMS
EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS
2. DEFINITIONS. This section may include, but not be limited to, terns defined in Section 2 of the RFP.
3. DESCRIPTION OF PRODUCTS AND SERVICES.
3.1. The Company shall be responsible for providing the Products and Services described in Exhibit
B attached to this Contract and incorporated herein by reference. Without limiting the
foregoing, the Company will perform the Services and meet the requirements as set forth in
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Exhibit B. However, the Company shall not be responsible for tasks specifically assigned to
the City in this Contract or in Exhibit B.
3.2. The Company shall perform the Services on site at the City's facility in Charlotte, North
Carolina, except as mutually agreed upon in writing in specific instances by the City.
4. COMPENSATION.
4.1. TOTAL FEES AND CHARGES.
The City agrees to pay the Company a fixed price (the "Purchase Price") as full and complete
consideration for the satisfactory performance of all the requirements of this Contract. This
amount constitutes the maximum total fees and charges payable to the Company under this
Contract including Expenses and will not be increased except by a written instrument duly
executed by both parties, which expressly states that it amends this Section of the Contract.
4.2. NO EXPENSES CHARGEABLE.
The Company shall not be entitled to charge the City for any travel, mileage, meals, materials
or other costs or expenses associated with this Contract.
4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and
warrants that the employees provided by the Company to perform the Services are actual
employees of the Company, and that the Company shall be responsible for providing all salary
and other applicable benefits to each Company employee. The Company further represents,
warrants and covenants that it will pay all withholding tax, social security, Medicare,
unemployment tax, worker's compensation and other payments and deductions that are
required by law for each Company employee. The Company agrees that the Company
employees are not employees of the City.
4.4. INVOICES. Each invoice sent by the Company shall detail all Services performed and
delivered which are necessary to entitle the Company to the requested payment under the terms
of this Contract. All invoices must include an invoice number and the City purchase order
number for purchases made under this Contract. Purchase order numbers will be provided by
the City. Invoices must be submitted with lines matching those on the City -provided purchase
order.
The Company shall email all invoices to cocap c�,charlottenc.gov.
4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within thirty (30) days after
receipt of an accurate, undisputed properly submitted invoice by the City.
4.6. PRE -CONTRACT COSTS. The City shall not be charged for any Services or other work
performed by the Company prior to the Effective Date of this Contract.
4.7. AUDIT. During the term of this Contract and for a period of one (1) year after termination of
this Contract, the City shall have the right to audit, either itself or through an independent
auditor, all books and records and facilities of the Company necessary to evaluate Company's
compliance with the terms and conditions of this Contract or the City's payment obligations.
The City shall pay its own expenses, relating to such audits, but shall not have to pay any
expenses or additional costs of the Company. However, if non-compliance is found that would
have cost the City in excess of $10,000 but for the audit, then the Company shall be required
to reimburse the City for the cost of the audit.
5. TIME IS OF THE ESSENCE. Time is of the essence in having the Company perform all Services
and deliver all Deliverables within the time frames provided by this Contract and Exhibit B, including
all completion dates, response times and resolution times (the "Completion Dates"). Except as
specifically stated in this Contract, there shall be no extensions of the Completion Dates. All references
to days in this Contract (including the Exhibits) shall refer to calendar days rather than business days,
unless this Contract provides otherwise for a specific situation.
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6. NON -APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding
needed by the City to make payments under this Contract for any given fiscal year, the City will not be
obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated.
In such event, the City will promptly notify the Company of the non -appropriation and this Contract
will be terminated at the end of the fiscal year for which the funds were appropriated. No act or omission
by the City, which is attributable to non -appropriation of funds shall constitute a breach of or default
under this Contract.
7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are
not limited to:
7.1. Coordination of Project schedules and the Company's resource assignment based upon the
City's requirements and schedule constraints;
7.2. Management of the overall Project by monitoring and reporting on the status of the Project and
actual versus projected progress, and by consulting with the City's Project Manager when
deviations occur and by documenting all such deviations in accordance with agreed upon
change control procedures;
7.3. Provision of consultation and advice to the City on matters related to Project implementation
strategies, key decisions and approaches, and Project operational concerns/issues and acting as
a conduit to the Company's specialist resources that may be needed to supplement the
Company's normal implementation staff,
7.4. Acting as the Company's point of contact for all aspects of contract administration, including
invoicing for Services, and status reporting;
7.5. Facilitation of review meetings and conferences between the City and the Company's
executives when scheduled or requested by the City;
7.6. Communication among and between the City and the Company's staff,
7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with
respect to Project deviations and necessary documentation;
7.8. Identifying and providing the City with timely written notice of all issues that may threaten the
Company's Services in the manner contemplated by the Contract (with "timely" meaning
immediately after the Company becomes aware of them);
7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and
7.10. Meeting with other service providers working on City projects that relate to this effort as
necessary to resolve problems and coordinate the Services.
8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that the
Company delivers all requirements and specifications in the Contract; (ii) coordinate the City's resource
assignment as required to fulfill the City's obligations pursuant to the Contract; (iii) promptly respond
to the Company Project Manager when consulted in writing or by E-mail with respect to project issues;
and (iv) act as the City's point of contact for all aspects of the Services including contract administration
and coordination of communication with the City's staff. The City shall be allowed to change staffing
for the City Project Manager position on one (1) business day's notice to the Company.
DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND
FACILITIES. The Company shall identify and request in writing from the City in a timely manner:
(i) all information reasonably required by the Company to perform each task comprising the Services,
(ii) the City's personnel whose presence or assistance reasonably may be required by the Company to
perform each task comprising the Services, and (iii) any other equipment, facility or resource
reasonably required by the Company to perform the Services. Notwithstanding the foregoing, the
Company shall not be entitled to request that the City provide information, personnel or facilities other
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than those that Exhibit B specifically requires the City to provide, unless the City can do so at no
significant cost. The Company shall not be relieved of any failure to perform under this Contract by
virtue of the City's failure to provide any information, personnel, equipment, facilities or resources: (i)
that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii)
that the City is not required to provide pursuant to this Contract. In the event the City fails to provide
any information, personnel, facility or resource that it is required to provide under this Section, the
Company shall notify the City in writing immediately in accordance with the notice provision of this
Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may
otherwise have based on the City's failure to provide such information, personnel, facility or resource.
10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC. The City will
have the right to require the removal and replacement of any personnel of the Company or the
Company's subcontractors who are assigned to provide Services to the City based on experience,
qualifications, performance, conduct, compatibility, and violation of City policy or any other reasonable
grounds. The addition or promotion of any personnel to key positions within the Project must be
approved by the City in writing. The Company will replace any personnel that leave the Project, with
persons having at least equivalent qualifications who are approved by the City in writing. As used in
this Contract, the "personnel" includes all staff provided by the Company or its subcontractors.
11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is required to
conduct a background check on each Company employee assigned to work under this Contract, and
shall require its subcontractors (if any) to perform a background check on each of their employees
assigned to work under this Contract (collectively, the "Background Checks"). Each Background Check
must include: (i) the person's criminal conviction record from the states and counties where the person
lives or has lived in the past seven (7) years; and (ii) a reference check.
After starting work under this Contract, the Company is required to perform a Background Check for
each new Company employee assigned to work under this Contract during that year, and shall require
its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new
project under this Contract, then prior to commencing performance of the project the Company shall
perform a Background Check for each Company employee assigned to work on the project, and shall
require its subcontractors (if any) to do the same for each of their employees.
If a person's duties under this Contract fall within the categories described below, the Background
Checks that the Company will be required to perform (and to have its subcontractors perform) shall
also include the following additional investigation:
■ If the job duties require driving: A motor vehicle records check.
s If the job duties include responsibility for initiating or affecting financial transactions: A credit
history check.
■ If job duties include entering a private household or interaction with children: A sexual offender
registry check.
The Company must follow all State and Federal laws when conducting Background Checks, including
but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do
the same.
The Company shall notify the City of any information discovered in the Background Checks that may
be of potential concern for any reason.
The City may conduct its own background checks on principals of the Company as the City deems
appropriate. By operation of the public records law, background checks conducted by the City are
subject to public review upon request.
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12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular
Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company
shall submit a written notice to the City's Project Manager stating the Deliverable(s) that have been
met. This notice shall include a signature page for sign -off by the City Project Manager indicating
acceptance of such Deliverable(s).
If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a
"Rejection Notice") shall be submitted to the Company by the City Project Manager that specifies the
nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice,
the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection
Notice, and (ii) immediately upon completing such corrections give the City a written, dated
certification that all deficiencies have been corrected (the "Certification"). In the event the Company
fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within
thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract
for default without further obligation to the Company and without obligation to pay for the defective
work.
Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above -described
Acceptance procedure shall recommence. The City shall not be obligated to allow the Company to
recommence curative action with respect to any deficiency previously identified in a Rejection Notice,
or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default
if the Company does not meet this time frame).
13. NON -EXCLUSIVITY. The Company acknowledges that it is one of several providers of Professional
Services to the City and the City does not represent that it is obligated to contract with the Company
for any particular project.
14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost
of negotiating this Contract and developing the exhibits. The City shall not be charged for any Services
or other work performed by the Company prior to the Effective Date.
15. REPRESENTATIONS AND WARRANTIES OF COMPANY.
15.1. GENERAL WARRANTIES.
15.1.1. The Services shall satisfy all requirements set forth in this Contract, including but not
limited to the attached Exhibits;
15.1.2. The Company has taken and will continue to take sufficient precautions to ensure that
it will not be prevented from performing all or part of its obligations under this Contract
by virtue of interruptions in the computer systems used by the Company;
15.1.3. All Services performed by the Company and/or its subcontractors pursuant to this
Contract shall meet the highest industry standards and shall be performed in a
professional and workmanlike manner by staff with the necessary skills, experience
and knowledge;
15.1.4. Neither the Services nor any Deliverables provided by the Company under this
Contract will infringe or misappropriate any patent, copyright, trademark or trade
secret rights of any third party;
15.1.5. The Company and each Company employee provided by the Company to the City shall
have the qualifications, skills and experience necessary to perform the Services
described or referenced in Exhibit B;
15.1.6. All information provided by the Company about each Company employee is accurate;
and
15.1.7. Each Company employee is an employee of the Company, and the Company shall
make all payments and withholdings required for by law for the Company for such
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employees.
15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that:
15.2.1. It is a legal entity and if incorporated, duly incorporated, validly existing and in good
standing under the laws of the state of its incorporation or licensing and is qualified to
do business in North Carolina;
15.2.2. It has all the requisite corporate power and authority to execute, deliver and perform
its obligations under this Contract;
15.2.3. The execution, delivery, and performance of this Contract have been duly authorized
by the Company;
15.2.4. No approval, authorization or consent of any governmental or regulatory authority is
required to be obtained or made by it in order for it to enter into and perform its
obligations under this Contract;
15.2.5. In connection with its obligations under this Contract, it shall comply with all
applicable federal, state and local laws and regulations and shall obtain all applicable
permits and licenses; and
15.2.6. The performance of this Contract by the Company and each Company employee
provided by the Company will not violate any contracts or agreements with third
parties or any third party rights (including but not limited to non -compete agreements,
non -disclosure agreements, patents, trademarks or intellectual property rights).
16. OTHER OBLIGATIONS OF THE COMPANY.
16.1. WORK ON CITY'S PREMISES. The Company and all its employees will, whenever on the
City's premises, obey all instructions and City policies that are provided with respect to
performing Services on the City's premises.
16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its
employees interact with City employees and the public in a courteous, helpful and impartial
manner. All employees of the Company in both field and office shall refrain from belligerent
behavior and/or profanity. Correction of any such behavior and language shall be the
responsibility of the Company.
16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event
that the Company causes damage to the City's equipment or facilities, the Company shall, at
its own expense, promptly repair or replace such damaged items to restore them to the same
level of functionality that they possessed prior to the Company's action.
16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the
Company or any Company employees have negligently lost or negligently damaged, the
Company shall, at its own expense, promptly replace or regenerate such data from the City's
machine-readable supporting material, or obtain, at the Company's own expense, a new
machine-readable copy of lost or damaged data from the City's data sources.
16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requirements of Article
2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its
subcontractors to do so as well.
16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR
BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment
List or any other list of prohibited investments created by the NC State Treasurer pursuant to
N.C.G.S. 147-86.58 (collectively, the "Treasurer's IDA List"); (ii) it has not been designated
by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott
of Israel (such designation being referred to as the "Treasurer's IB List"); and (iii) it will not
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take any action causing it to appear on the Treasurer's IDA List or the Treasurer's IB List
during the term of this Contract. In signing this Contract Company further agrees, as an
independent obligation, separate and apart from this Contract, to reimburse the City for any
and all damages, costs and attorneys' fees incurred by the City in connection with any claim
that this Contract or any part thereof is void due to Company appearing on the Treasurer's IDA
List or the Treasurer's IB List at any time before or during the term of this Contract.
17. REMEDIES.
17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set
forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the
following actions with or without terminating this Contract, and in addition to and without
limiting any other remedies it may have:
a. Employ such means as it may deem advisable and appropriate to perform itself or obtain
the Services from a third party until the matter is resolved and the Company is again able
to resume performance under this Contract; and
b. Deduct any and all expenses incurred by the City in obtaining or performing the Services
from any money then due or to become due the Company and, should the City's cost of
obtaining or performing the services exceed the amount due the Company, collect the
amount due from the Company.
17.2. RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract,
the City shall have a right to withhold all payments due to the Company until such breach has
been fully cured.
17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that
monetary damages are not an adequate remedy for the Company's failure to provide the
Services or Deliverables as required by this Contract, nor could monetary damages be the
equivalent of the performance of such obligation. Accordingly, the Company hereby consents
to an order granting specific performance of such obligations of the Company in a court of
competent jurisdiction within the State of North Carolina. The Company further consents to
the City obtaining injunctive relief (including a temporary restraining order) to assure
performance in the event the Company breaches this Contract.
17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other
parry pursuant to this Contract all damages and expenses incurred or reasonably anticipated as
a result of the other party's breach of this Contract.
17.5. ' OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable
remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and
not exclusive and may be exercised successively or concurrently, in addition to any other
available remedy.
18. TERM AND TERMINATION OF CONTRACT.
18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for
five (5) years with the City having the unilateral right to renew for two (2) additional
consecutive one (1) year terms.
18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time
without cause by giving thirty (30) days prior written notice to the Company. As soon as
practicable after receipt of a written notice of termination without cause, the Company shall
submit a statement to the City showing in detail the Services performed under this Contract
through the date of termination. The foregoing payment obligation is contingent upon: (i) the
Company having fully complied with Section 18.8; and (ii) the Company having provided the
City with written documentation reasonably adequate to verify the number of hours of Services
rendered through the termination date and the percentage of completion of each task.
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18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other
party, either party may terminate this Contract upon the occurrence of one or more of the
following events:
a. The other party violates or fails to perform any covenant, provision, obligation, term or
condition contained in this Contract, provided that, unless otherwise stated in this Contract,
such failure or violation shall not be cause for termination if both of the following
conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other
party cures such default within thirty (30) days of receipt of written notice of default from
the non -defaulting party; or
b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms
hereof; or
c. The other party ceases to do business as a going concern, makes an assignment for the
benefit of creditors, admits in writing its inability to pay debts as they become due, files a
petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in
connection with a reorganization under which the business of such party is continued and
performance of all its obligations under the Contract shall continue), or if a receiver, trustee
or liquidator is appointed for it or any substantial part of other party's assets or properties.
Any notice of default shall identify this Section of this Contract and shall state the parry's intent
to terminate this Contract if the default is not cured within the specified period.
Notwithstanding anything contained herein to the contrary, upon termination of this Contract
by the Company for default, the Company shall continue to perform the Services required by
this Contract for the lesser of. (i) six (6) months after the date the City receives the Company's
written termination notice; or (ii) the date on which the City completes its transition to a new
service provider.
18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving
written notice to the Company, the City may also terminate this Contract upon the occurrence
of one or more of the following events (which shall each constitute separate grounds for
termination without a cure period and without the occurrence of any of the other events of
default previously listed):
a. Failure of the Company to complete a particular task by the completion date set forth in
this Contract;
b. The Company makes or allows to be made any material written misrepresentation or
provides any materially misleading written information in connection with this Contract,
the Company's Proposal, or any covenant, agreement, obligation, term or condition
contained in this Contract; or
c. The Company takes or fails to take any action which constitutes grounds for immediate
termination under the terms of this Contract, including but not limited to failure to obtain
or maintain the insurance policies and endorsements as required by this Contract, or failure
to provide the proof of insurance as required by this Contract.
18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by
the Company, notwithstanding anything to the contrary in this Contract, the Company agrees
that it will not terminate this Contract or suspend or limit the Services or any warranties or
repossess, disable or render unusable any software supplied by the Company, unless (i) the
parties agree in writing, or (ii) an order of a court of competent jurisdiction determines
otherwise.
18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Contract is
terminated by the City for any reason prior to the end of the term, the Company shall, upon
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termination, immediately discontinue all service in connection with this Contract and promptly
cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as
practicable after receipt of notice of termination, the Company shall submit a statement to the
City showing in detail the Services performed under this Contract to the date of termination.
18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this
Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any
designee of the City Manager; or (ii) the Department Director of the City Department
responsible for administering this Contract.
18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination
of this Contract, the Company shall promptly return to the City (i) all computer programs, files,
documentation, media, related material and any other material and equipment that are owned
by the City; (ii) all Deliverables that have been completed or that are in process as of the date
of termination; and (iii) a written statement describing in detail all work performed with respect
to Deliverables which are in process as of the date of termination. The expiration or termination
of this Contract shall not relieve either party of its obligations regarding "Confidential
Information," as defined in this Contract.
18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract
shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due
to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or
annual reports covering the period to termination nor relieve the Company from any claim for
damages previously accrued or then accruing against the Company.
18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed
cumulative and not exclusive, and may be exercised successively or concurrently, in addition
to any other remedies available under this Contract or at law or in equity.
19. TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this
Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Services
provided by the Company to the City. Prior to termination or expiration of this Contract, the City may
require the Company to perform and, if so required, the Company shall perform certain transition
services necessary to shift the Services of the Company to another provider or to the City itself as
described below (the "Transition Services"). Transition Services may include but shall not be limited
to the following:
• Working with the City to jointly develop a mutually agreed upon Transition Services Plan to
facilitate the termination of the Services;
• Notifying all affected service providers and subcontractors of the Company;
• Performing the Transition Services;
• Answering questions regarding the Services on an as -needed basis; and
• Providing such other reasonable services needed to effectuate an orderly transition to a new
service provider.
20. CHANGES. In the event changes to the Services (collectively "Changes"), become necessary or
desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change shall
be effective only when documented by a written, dated agreement executed by both parties that
expressly references and is attached to this Contract (a "Change Statement"). The Change Statement
shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties;
(ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the
results of the Services and time for completion of the Services, including the impact on all Milestones
and delivery dates and any associated price.
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In the event either party desires a Change, the Project Manager for such party shall submit to the other
party's Project Manager a proposed Change Statement. If the receiving party does not accept the
Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected
the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall
nevertheless continue to render performance under this Contract in accordance with its (unchanged)
terms and conditions.
Changes that involve or increase in the amounts payable by the City may require execution by the City
Manager or a designee depending on the amount. Some increases may also require approval by
Charlotte City Council.
21. CITY OWNERSHIP OF WORK PRODUCT.
21.1. The parties agree that the City shall have exclusive ownership of all reports, documents,
designs, ideas, materials, reports, concepts, plans, creative works, and other work product
developed for or provided to the City in connection with this Contract, and all patent rights,
copyrights, trade secret rights and other intellectual property rights relating thereto (collectively
the "Intellectual Property"). The Company hereby assigns and transfers all rights in the
Intellectual Property to the City. The Company further agrees to execute and deliver such
assignments and other documents as the City may later require to perfect, maintain and enforce
the City's rights as sole owner of the Intellectual Property, including all rights under patent and
copyright law. The Company hereby appoints the City as attorney in fact to execute all such
assignments and instruments and agree that its appointment of the City as an attorney in fact is
coupled with an interest and is irrevocable.
21.2. The City grants the Company a royalty -free, non-exclusive license to use and copy the
Intellectual Property to the extent necessary to perform this Contract. The Company shall not
be entitled to use the Intellectual Property for other purposes without the City's prior written
consent, and shall treat the Intellectual Property as "Confidential Information" pursuant to
Section 25 of the Contract.
21.3. The Company will treat as Confidential Information under the Confidentiality and Non -
Disclosure Contract all data in connection with the Contract. City data processed by the
Company shall remain the exclusive property of the City. The Company will not reproduce,
copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except
that contemplated by the Contract.
22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is
solely that of independent contractors, and nothing contained in this Contract shall be construed to (1)
give any party the power to direct or control the day-to-day administrative activities of the other; or (ii)
constitute such parties as partners, joint venturers, co -owners or otherwise as participants in a joint or
common undertaking; or (iii) make either party an agent of the other, or any Company employee an
agent or employee of the City, for any purpose whatsoever. Neither party nor its agents or employees
is the representative of the other for any purpose, and neither has power or authority to act as agent or
employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the
other.
23. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend
and hold harmless each of the "Indemnitees" (as defined below) from and against any and all "Charges"
(as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings:
(i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret
or other proprietary rights with respect to the Services or any products or deliverables provided to the
City pursuant to this Contract ("Infringement Claims"); (ii) seeking payment for labor or materials
purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii)
arising from the Company's failure to perform its obligations under this Contract, or from any act of
negligence or willful misconduct by the Company or any of its agents, employees or subcontractors
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relating to this Contract, including but not limited to any liability caused by an accident or other
occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or
destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that
the Company or an employee or subcontractor of the Company is an employee of the City, including
but not limited to claims relating to worker's compensation, failure to withhold taxes and the like. For
purposes of this Section: (i) the term "Indemnitees" means the City, any federal agency that funds all
or part of this Contract, and each of the City's and such federal agency's officers, officials, employees,
agents and independent contractors (excluding the Company); and (ii) the term "Charges" means any
and all losses, damages, costs, expenses (including reasonable attorneys' fees), obligations, duties,
fines, penalties, royalties, interest charges and other liabilities (including settlement amounts).
If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue
using the affected product or service; or (ii) repair or replace the infringing product or service so that it
becomes non -infringing, provided that the performance of the overall product(s) and service(s)
provided to the City shall not be adversely affected by such replacement or modification. If the
Company is unable to comply with the preceding sentence within thirty (30) days after the City is
directed to cease use of a product or service, the Company shall promptly refund to the City all amounts
paid under this Contract.
This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the
term or otherwise).
24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime
contractor and shall remain fully responsible for performance of all obligations that it is required to
perform under the Contract. Any subcontract entered into by Company shall name the City as a third
party beneficiary.
25. CONFIDENTIAL INFORMATION.
25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not
generally known in the relevant trade or industry, obtained from the City or its vendors or
licensors or which falls within any of the following general categories:
25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the
City or any of its suppliers, contractors or licensors: (a) that derives value from being
secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples
of trade secrets include information relating to proprietary software, new technology,
new products or services, flow charts or diagrams that show how things work, manuals
that tell how things work and business processes and procedures.
25.1.2. Information of the City or its suppliers, contractors or licensors marked
"Confidential" or "Proprietary."
25.1.3. Information relating to criminal investigations conducted by the City, and records of
criminal intelligence information compiled by the City.
25.1.4. Information contained in the City's personnel files, as defined by N. C. Gen. Stat. 160A-
168. This consists of all information gathered and/or maintained by the City about
employees, except for that information which is a matter of public record under North
Carolina law.
25.1.5. Citizen or employee social security numbers collected by the City.
25.1.6. Computer security information of the City, including all security features of electronic
data processing, or information technology systems, telecommunications networks and
electronic security systems. This encompasses but is not limited to passwords and
security standards, procedures, processes, configurations, software and codes.
25.1.7. Local tax records of the City that contains information about a taxpayer's income or
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receipts.
25.1.8. Any attorney / City privileged information disclosed by either party.
25.1.9. Any data collected from a person applying for financial or other types of assistance,
including but not limited to their income, bank accounts, savings accounts, etc.
25.1.10.The name or address of individual homeowners who, based on their income, have
received a rehabilitation grant to repair their home.
25.1.11.Building plans of city -owned buildings or structures, as well as any detailed security
plans.
25.1.12.Billing information of customers compiled and maintained in connection with the City
providing utility services.
25.1.13.Other information that is exempt from disclosure under the North Carolina public
records laws.
Categories stated in Sections 25.1.3 through 25.1.13 above constitute "Highly Restricted
Information," as well as Confidential Information. The Company acknowledges that certain
Highly Restricted Information is subject to legal restrictions beyond those imposed by this
Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential
Information shall apply to Highly Restricted Information; and (ii) the Company will also
comply with any more restrictive instructions or written policies that may be provided by the
City from time to time to protect the confidentiality of Highly Restricted Information.
The parties acknowledge that in addition to information disclosed or revealed after the date of
this Contract, the Confidential Information shall include information disclosed or revealed
within one (1) year prior to the date of this Contract.
25.2. RESTRICTIONS. The Company shall keep the Confidential Information in the strictest
confidence, in the manner set forth below:
25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or
disassemble), or reverse engineer Confidential Information.
25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer
Confidential Information of the other to any third party or to any individual employed
by the Company, other than an employee, agent, subcontractor or vendor of the City
or Company who: (i) has a need to know such Confidential Information, and (ii) has
executed a confidentiality agreement incorporating substantially the form of this
Section of the Contract and containing all protections set forth herein.
25.2.3. It shall not use any Confidential Information of the City for its own benefit or for the
benefit of a third party, except to the extent such use is authorized by this Contract or
other written agreements between the parties hereto, or is for the purpose for which
such Confidential Information is being disclosed.
25.2.4. It shall not remove any proprietary legends or notices, including copyright notices,
appearing on or in the Confidential Information of the other.
25.2.5. The Company shall use its best efforts to enforce the proprietary rights of the City and
the City's vendors, licensors and suppliers (including but not limited to seeking
injunctive relief where reasonably necessary) against any person who has possession
of or discloses Confidential Information in a manner not permitted by this Contract.
25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding
for disclosure of Confidential Information, the Company shall assert this Contract as a
ground for refusing the demand and, if necessary, shall seek a protective order or other
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appropriate relief to prevent or restrict and protect any disclosure of Confidential
Information.
25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be
kept confidential to the extent disclosure of such materials would reveal Confidential
Information, and unless otherwise agreed, all such materials shall be returned to the
City or destroyed upon satisfaction of the purpose of the disclosure of such
information.
25.3. EXCEPTIONS. The parties agree that the Company shall have no obligation with respect to
any Confidential Information which the Company can establish:
25.3.1. Was already known to the Company prior to being disclosed by the disclosing party;
25.3.2. Was or becomes publicly known through no wrongful act of the Company;
25.3.3. Was rightfully obtained by the Company from a third party without similar restriction
and without breach hereof,
25.3.4. Was used or disclosed by the Company with the prior written authorization of the City;
25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which
disclosure cannot be made in confidence, provided that, in such instance, the Company
shall first give to the City notice of such requirement or request;
25.3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully
issued subpoena, provided that the Company shall take use its best efforts to obtain an
agreement or protective order providing that, to the greatest possible extent possible,
this Contract will be applicable to all disclosures under the court order or subpoena.
25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained herein in to the
contrary, in the event that the Company is unintentionally exposed to any Confidential
Information of the City, the Company agrees that it shall not, directly or indirectly, disclose,
divulge, reveal, report or transfer such Confidential Information to any person or entity or use
such Confidential Information for any purpose whatsoever.
25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential
Information of the City will diminish the value of the proprietary interests therein. Accordingly,
it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to
equitable relief to protect its interests, including but not limited to injunctive relief, as well as
monetary damages.
26. INSURANCE.
26.1. TYPES OF INSURANCE. The Company shall obtain and maintain during the life of this
Contract, with an insurance company rated not less than "A" by A.M. Best, authorized to do
business in the State of North Carolina, acceptable to the Charlotte -Mecklenburg, Risk
Management Division the following insurance:
26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned,
non -owned and hired automobiles for limits of not less than $1,000,000 bodily injury
each person, each accident and $1,000,000 property damage, or $1,000,000 combined
single limit - bodily injury and property damage.
26.1.2. Commercial General Liability - Bodily injury and property damage liability as shall
protect the Company and any subcontractor performing Services under this Contract,
from claims of bodily injury or property damage which arise from performance of this
Contract, whether such operations are performed by the Company, any subcontractor,
or anyone directly or indirectly employed by either. The amounts of such insurance
shall not be less than $1,000,000 bodily injury each occurrence/aggregate and
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$1,000,000 property damage each occurrence/aggregate, or $1,000,000 bodily injury
and property damage combined single limits each occurrence/aggregate. This
insurance shall include coverage for products, operations, personal and advertising
injury, and contractual liability, assumed under the indemnity provision of this
Contract.
26.1.3. Workers' Compensation and Employers Liability - meeting the statutory requirements
of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy
limit, $100,000 disease each employee limit.
The Company shall not commence any Services in connection with this Contract until it has
obtained all of the foregoing types of insurance and such insurance has been approved by the
City. The Company shall not allow any subcontractor to commence Services on its subcontract
until all similar insurance required of the subcontractor has been obtained and approved.
26.2. OTHER INSURANCE REQUIREMENTS.
26.2.1. The City shall be exempt from, and in no way liable for any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Company and/or subcontractor providing such
insurance.
26.2.2. The City of Charlotte shall be named as an additional insured for operations or services
rendered under the general liability coverage. The Company's insurance shall be
primary of any self -funding and/or insurance otherwise carried by the City for all loss
or damages arising from the Company's operations under this agreement.
26.2.3. Certificates of such insurance will be furnished to the City and shall contain the
provision that the City be given thirty (30) days' written notice of any intent to amend
coverage reductions or material changes or terminate by either the insured or the
insuring Company.
26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy
of the Certificate of Self -Insurance or other documentation from the North Carolina
Department of Insurance shall be furnished to the City.
26.2.5. If any part of the Services under this Contract is sublet, the subcontractor shall be
required to meet all insurance requirements as listed above. However, this will in no
way relieve the Company from meeting all insurance requirements or otherwise being
responsible for the subcontractor.
27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the
Company represents and warrants that it will fully comply with the City's Commercial Non -
Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to
be bound by the award of any arbitration conducted thereunder. As part of such compliance, the
Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or
disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in
connection with a City contract or contract solicitation process, nor shall the Company retaliate against
any person or entity for reporting instances of such discrimination. The Company shall provide equal
opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and
supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or
limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or
is occurring in the marketplace. The Company understands and agrees that a violation of this clause
shall be considered a material breach of this Contract and may result in termination of this Contract,
disqualification of the Company from participating in City contracts or other sanctions.
As a condition of entering into this Contract, the Company agrees to: (i) promptly provide to the City
in a format specified by the City all information and documentation that may be requested by the City
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from time to time regarding the solicitation, selection, treatment and payment of subcontractors in
connection with this Contract; and (ii) if requested, provide to the City within sixty days after the
request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the
Company has used on City contracts in the past five years, including the total dollar amount paid by
the Company on each subcontract or supply contract. The Company further agrees to fully cooperate
in any investigation conducted by the City pursuant to the City's Non -Discrimination Policy, to provide
any documents relevant to such investigation that are requested by the City, and to be bound by the
award of any arbitration conducted under such Policy.
The Company agrees to provide to the City from time to time on the City's request, payment affidavits
detailing the amounts paid by the Company to subcontractors and suppliers in connection with this
Contract within a certain period of time. Such affidavits shall be in the format specified by the City
from time to time.
The Company understands and agrees that violation of this Commercial Non -Discrimination provision
shall be considered a material breach of this Contract and may result in contract termination,
disqualification of the Company from participating in City contracts and other sanctions.
28. NOTICES. Any notice, consent or other communication required or contemplated by this Contract
shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic
mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon
the date of receipt by the intended recipient; provided that any notice which is sent by telefax or
electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by
overnight courier. Each party may change its address for notification purposes by giving the other party
written notice of the new address and the date upon which it shall become effective.
Communications that relate to any breach, default, termination, delay in performance, prevention of
performance, modification, extension, amendment, or waiver of any provision of this Contract shall be
sent to:
For the Company:
For the City:
Kay Elmore
Ci of Charlotte
City Procurement
600 East Fourth Street, 9'h Floor
Charlotte, NC 28202
Phone:
Phone: 704-336-2524
Fax:
Fax: 704-632-8252
E-mail:
E-mail: kelmore charlottenc. ov
With Copy To:
With Copy To:
Adam Jones
City of Charlotte
City Attorne 's Office
600 East Fourth Street, 15th Floor
Charlotte, NC 28202
Phone:
Phone: 704-336-3012
E-mail:
E-mail: amiones@char1ottenc.gov
All other notices shall be sent to the other party's Project Manager at the most recent address
provided in writing by the other party.
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29. MISCELLANEOUS.
29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect
to its subject matter, and there are no other representations, understandings, or agreements
between the parties with respect to such subject matter. This Contract supersedes all prior
agreements, negotiations, representations and proposals, written or oral.
29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and
signed by both parties to this Contract.
29.3. GOVERNING LAW AND JURISDICTION. The parties acknowledge that this Contract is
made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North
Carolina. The parties further acknowledge and agree that North Carolina law shall govern all
the rights, obligations, duties and liabilities of the parties under this Contract, and that North
Carolina law shall govern interpretation and enforcement of this Contract and any other matters
relating to this Contract (all without regard to North Carolina conflicts of law principles). The
parties further agree that any and all legal actions or proceedings relating to this Contract shall
be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By the
execution of this Contract, the parties submit to the jurisdiction of said courts and hereby
irrevocably waive any and all objections, which they may have with respect to venue in any
court sitting in Mecklenburg County, North Carolina.
29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their
successors and permitted assigns. Neither party may assign any of the rights and obligations
thereunder without the prior written consent of the other. Any assignment attempted without
the written consent of the other party shall be void.
29.5. CITY NOT LIABLE FOR DELAYS. It is agreed that the City shall not be liable to the
Company, its agents or representatives or any subcontractor for or on account of any stoppages
or delay in the performance of any obligations of the City or any other party hereunder caused
by injunction or other legal or equitable proceedings or on account of any other delay for any
cause beyond the City's reasonable control. The City shall not be liable under any
circumstances for lost profits or any other consequential, special or indirect damages.
29.6. FORCE MAJEURE.
29.6.1. The Company shall be not liable for any failure or delay in the performance of its
obligations pursuant to this Contract (and such failure or delay shall not be deemed a
default of this Contract or grounds for termination hereunder if all of the following
conditions are satisfied: (1) if such failure or delay: (a) could not have been prevented
by reasonable precaution, and (b) cannot reasonably be circumvented by the non-
performing party through the use of alternate sources, work -around plans, or other
means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly,
by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions or revolutions, or court order.
29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a
"Force Majeure Event") the Company shall be excused from any further performance
of those of its obligations pursuant to this Contract affected by the Force Majeure Event
for as long as (i) such Force Majeure Event continues; and (ii) the Company continues
to use commercially reasonable efforts to recommence performance whenever and to
whatever extent possible without delay.
29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify
the City by telephone (to be confirmed by written notice within two (2) days of the
inception of the failure or delay) of the occurrence of a Force Majeure Event and shall
describe in reasonable detail the nature of the Force Majeure Event. If any Force
Majeure Event prevents the Company from performing its obligations for more than
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five (5) days, the City may terminate this Contract.
29.6.4. Strikes, slow -downs, walkouts, lockouts, and individual disputes are not excused under
this provision.
29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections
contained in this Contract shall not affect the validity of the remaining portion of the Contract
so long as the material purposes of the Contract can be determined and effectuated. If any
provision of this Contract is held to be unenforceable, then both parties shall be relieved of all
obligations arising under such provision, but only to the extent that such provision is
unenforceable, and this Contract shall be deemed amended by modifying such provision to the
extent necessary to make it enforceable while preserving its intent.
29.8. NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its
agents or representations may identify or reference this Contract or the City in any manner
absent the written consent of the City.
29.9. APPROVALS. All approvals or consents required under this Contract must be in writing.
29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this
Contract shall impair or be construed as a waiver of such right or power. A waiver by either
party of any covenant or breach of this Contract shall not be constitute or operate as a waiver
of any succeeding breach of that covenant or of any other covenant. No waiver of any provision
of this Contract shall be effective unless in writing and signed by the party waiving the rights.
29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the
termination hereof:
Section 4.3
"Employment Taxes and Employee Benefits"
Section 15
"Representations and Warranties of Company"
Section 18
"Term and Termination of Contract"
Section 21
"City Ownership of Work Product"
Section 23
"Indemnification"
Section 25
"Confidential Information"
Section 26
"Insurance"
Section 28
"Notices and Principal Contacts"
Section 29
"Miscellaneous"
29.12. CHANGE IN CONTROL. In the event of a change in "Control" of the Company (as defined
below), the City shall have the option of terminating this Contract by written notice to the
Company. The Company shall notify the City within ten (10) days of the occurrence of a change
in control. As used in this Contract, the term "Control" shall mean the possession, direct or
indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-
one percent (51%) or more of the equity interests, value or voting power in the Company or
(ii) the power to direct or cause the direction of the management and policies of the Company
whether through the ownership of voting securities, by contract or otherwise.
29.13. DRAFTER'S PROTECTION. Each of the Parties has agreed to the use of the particular
language of the provisions of this Contract and any questions of doubtful interpretation shall
not be resolved by any rule or interpretation against the drafters, but rather in accordance with
the fair meaning thereof, having due regard to the benefits and rights intended to be conferred
upon the Parties hereto and the limitations and restrictions upon such rights and benefits
intended to be provided.
29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company
agrees to make itself aware of and comply with all local, state and federal ordinances, statutes,
laws, rules and regulations applicable to the Services. The Company further agrees that it will
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at all times during the term of this Contract be in compliance with all applicable federal, state
and/or local laws regarding employment practices. Such laws will include, but shall not be
limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with
Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations
applicable to the Services.
29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and
shareholders have no interest and shall not acquire any interest, direct or indirect that would
conflict in any manner or degree with the performance of Services required to be performed
under the Contract.
29.16. NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors,
nor any employees of any of the foregoing has bribed or attempted to bribe an officer or
employee of the City in connection with the Contract.
29.17, HARASSMENT. The Company agrees to make itself aware of and comply with the City's
Harassment Policy. The City will not tolerate or condone acts of harassment based upon race,
sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to
termination.
29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Company for any travel
or other expenses incurred in connection with this Contract.
29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all
applicable federal, state and local taxes which may be chargeable against the performance of
the Services, and remit such taxes to the relevant taxing authority. The Company consents to
and authorizes the City to collect any and all delinquent taxes and related interest, fines, or
penalties of the Company by reducing any payment, whether monthly, quarterly, semi-
annually, annually, or otherwise, made by the City to the Company pursuant to this Contract
for an amount equal to any and all taxes and related interest, fines, or penalties owed by the
Company to the City. The Company hereby waives any requirements for notice under North
Carolina law for each and every instance that the City collects delinquent taxes pursuant to this
paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal
of the assessment of the delinquent tax if such appeal is within the time prescribed by law.
29.20. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which
taken together shall constitute one single agreement between the parties.
29.21. PRE -AUDIT. No pre -audit certificate is required under N.C. Gen. Stat. 159-28(a) because this
Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding
anything contained herein to the contrary, this Contract does not require the City to purchase a
single product or service, and a decision by the City to not make any purchase hereunder will
violate neither this Contract nor any implied duty of good faith and fair dealing. The City has
no financial obligation under this Contract absent the City's execution of a valid and binding
purchase order or contract addendum containing a pre -audit certificate."
[Signature Page Follows]
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IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood
each and every provision hereof, the parties have caused this Contract to be executed as of the date first
written above.
[INSERT COMPANY NAME]
BY:
(signature)
PRINT NAME:
TITLE:
DATE:
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature)
PRINT NAME:
TITLE:
DATE:
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EXHIBIT A - PRICING SHEET
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EXHIBIT B - SCOPE OF SERVICES
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EXHIBIT C — FEDERAL CONTRACT TERMS AND CONDITIONS
This Exhibit is attached and incorporated into the [EXACT CAPTION OF CONTRACT] (the
"Contract") between the City of Charlotte and [COMPANY NAME] (the "Company"). Capitalized terms
not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a
conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or
appendix, the terms of this Exhibit shall govern.
1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of
the Contract, neither the Company nor any subcontractor or subconsultant performing work under this
Contract (at any tier) is included on the federally debarred bidder's list listed on the government wide
exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2
CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR
part 1989 Comp., p. 235), "Debarment and Suspension." If at any point during the Contract term the
Company or any subcontractor or subconsultant performing work at any tier is included on the federally
debarred bidder's list, the Company shall notify the City immediately. The Company's completed Form
8 — Vendor Debarment Certification is incorporated herein as Form [EJOiiBIT LETTER].1 below.
2. Record Retention. The Company certifies that it will comply with the record retention requirements
detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by
2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted
final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending
matters are closed.
3. Procurement of Recovered Materials. The Company represents and warrants that in its performance
under the Contract, the Company shall comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40
CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000
or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid
waste management services in a manner that maximizes energy and resource recovery; and establishing
an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
4. Clean Air Act and Federal Water Pollution Control Act. The Company agrees to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q)
and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be
reported to the Federal awarding agency and the Regional Office of the Environmental Protection
Agency (EPA).
5. Energy Efficiency. The Company certifies that the Company will be in compliance with mandatory
standards and policies relating to energy efficiency which are contained in the state energy conservation
plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The Company certifies that:
6.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company, to
any person for influencing or attempting to influence an officer or employee of an agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress
in connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal Loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or
cooperative agreement.
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6.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for
making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with this federal
contract, grant, loan, or cooperative agreement, the Company shall complete and submit Standard
Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as
amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413
(1/19/96)].
6.3. The Company shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
6.4. The Company's completed Form 9 —Byrd Anti -Lobbying Certification is incorporated herein as
Form [EXHIBIT LETTER].2 below.
7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess
of $100,000 and involves the employment of mechanics or laborers, the Company must comply with
40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under
40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and
laborer on the basis of a standard work week of forty (40) hours. Work in excess of the standard work
week is permissible provided that the worker is compensated at a rate of not less than one and a half
times the basic rate of pay for all hours worked in excess of forty (40) hours in the work week. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or purchases of transportation or transmission of intelligence.
8. Right to Inventions. If the federal award is a "funding agreement" under 37 CFR 401.2 and the City
wishes to enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties, assignment of performance or experimental, developmental or research work
thereunder, the City must comply with 37 CFR Part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security
("DHS") seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without
specific FEMA pre -approval.
10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities
to the City, Company, or any other party pertaining to any matter resulting from the Contract.
11. Remedies.
11.1 RIGHT TO COVER.
If the Company fails to meet any completion date or resolution time set forth in this Contract
(including the Exhibits), the City may take any of the following actions with or without
terminating this Contract, and in addition to and without limiting any other remedies it may
have:
a. Employ such means as it may deem advisable and appropriate to perform itself or obtain
the Services from a third party until the matter is resolved and the Company is again able
to resume performance under this Contract; and
b. Deduct any and all expenses incurred by the City in obtaining or performing the Services
from any money then due or to become due the Company and, should the City's cost of
obtaining or performing the services exceed the amount due the Company, collect the
amount due from the Company.
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11.2 RIGHT TO WITHHOLD PAYMENT.
If the Company breaches any provision of this Contract, the City shall have a right to withhold
all payments due to the Company until such breach has been fully cured.
11.3 SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF.
The Company agrees that monetary damages are not an adequate remedy for the Company's
failure to provide the Services or Deliverables as required by this Contract, nor could monetary
damages be the equivalent of the performance of such obligation. Accordingly, the Company
hereby consents to an order granting specific performance of such obligations of the Company
in a court of competent jurisdiction within the State of North Carolina. The Company further
consents to the City obtaining injunctive relief (including a temporary restraining order) to
assure performance in the event the Company breaches the Contract.
11.4 SETOFF.
Each party shall be entitled to setoff and deduct from any amounts owed to the other party
pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a
result of the other party's breach of this Contract.
11.5 OTHER REMEDIES.
Upon breach of this Contract, each party may seek all legal and equitable remedies to which it
is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and
may be exercised successively or concurrently, in addition to any other available remedy.
12. Termination for Convenience and for Cause.
12.1 TERMINATION FOR CONVENIENCE.
The City may terminate the Contract at any time without cause by giving thirty (30) days prior
written notice to the Company. As soon as practicable after receipt of a written notice of
termination without cause, Company shall submit a statement to the City showing in detail the
Services performed under this Contract through the date of termination. The forgoing payment
obligation is contingent upon the Company having provided the City with written
documentation reasonably adequate to verify the number of hours of Services rendered through
the termination date and the percentage of completion of each task.
12.2 TERMINATION FOR DEFAULT BY EITHER PARTY.
By giving written notice to the other party, either party may terminate the Contract upon the
occurrence of one or more of the following events:
a. The other party violates or fails to perform any covenant, provision, obligation, term or
condition contained in the Contract, provided that, unless otherwise stated in the Contract,
such failure or violation shall not be cause for termination if both of the following
conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other
party cures such default within thirty (30) days of receipt of written notice of default from
the non -defaulting party; or
b. The other party attempts to assign, terminate or cancel the Contract contrary to the terms
hereof; or
c. The other party ceases to do business as a going concern, makes an assignment for the
benefit of creditors, admits in writing its inability to pay debts as they become due, files a
petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in
connection with a reorganization under which the business of such party is continued and
performance of all its obligations under the Contract shall continue), or if a receiver, trustee
or liquidator is appointed for it or any substantial part of other party's assets or properties.
Any notice of default shall identify this Section of the Contract and shall state the party's intent
to terminate the Contract if the default is not cured within the specified period.
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13. Indemnification.
13.1 INDEMNIFICATION.
To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless
each of the "Indemnitees" (as defined below) from and against any and all "Charges" (as
defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or
proceedings: (1) alleging violation, misappropriation or infringement of any copyright,
trademark, patent, trade secret or other proprietary rights with respect to the Services or any
products or deliverables provided to the City pursuant to this Contract ("Infringement Claims");
(ii) seeking payment for labor or materials purchased or supplied by the Company or its
subcontractors in connection with this Contract; (iii) arising from the Company's failure to
perform its obligations under this Contract, or from any act of negligence or willful misconduct
by the Company or any of its agents, employees or subcontractors relating to this Contract,
including but not limited to any liability caused by an accident or other occurrence resulting in
bodily injury, death, sickness or disease to any person(s) or damage or destruction to any
property, real or personal, tangible or intangible; or (iv) arising from any claim that the
Company or an employee or subcontractor of the Company is an employee of the City,
including but not limited to claims relating to worker's compensation, failure to withhold taxes
and the like. For purposes of this Section: (a) the term "Indemnitees" means City, any federal
agency that funds all or part of this Contract, and each of the City's and such federal agency's
officers, officials, employees, agents and independent contractors (excluding the Company);
and (b) the term "Charges" means any and all losses, damages, costs, expenses (including
reasonable attorneys' fees), obligations, duties, fines, penalties, royalties, interest charges and
other liabilities (including settlement amounts).
If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to
continue using the affected product or service; or (ii) repair or replace the infringing product or
service so that it becomes non -infringing, provided that the performance of the overall
product(s) and service(s) provided to the City shall not be adversely affected by such
replacement or modification. If the Company is unable to comply with the preceding sentence
within thirty (30) days after the City is directed to cease use of a product or service, the
Company shall promptly refund to the City all amounts paid under this Contract.
This Section 13 shall remain in force despite termination of this Contract (whether by
expiration of the term or otherwise).
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EXHIBIT B
Original Government Contract
FIN-S Formal Cooperative Purchase Agreement (10-2022)
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City of Charlotte, North Carolina
Contract # 2020000606
for
Furniture, Installation and Related Products and Services
with
Haworth, Inc.
Effective: January 1, 2020
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
The following documents comprise the executed contract between the City
of Charlotte and Haworth, Inc., effective January 1, 2020:
I. Purchasing Agreement #2020000606
II. Supplier's Response to the RFP, incorporated by reference
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CONTRACT #: 2020000606
VENDOR #: 304468
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
AGREEMENT TO PROVIDE
FURNITURE, INSTALLATION, AND RELATED PRODUCTS AND SERVICES
THIS PROFESSIONAL SERVICES CONTRACT (the "Contract") is made and entered into as of this 1st
day of January 2020 (the "Effective Date"), by and between Haworth, Inc., a corporation doing business in'
North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the
"City").
RECITALS
WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for Furniture, Installation,
and Related Products and Services dated June 19, 2019. This Request for Proposals together with all
attachments and addenda, is referred to herein as the "RFP"; and
WHEREAS, the City desires that the Company provide certain Furniture, Installation, and Related
Products and Services ("Products") and ("Services"), and the Company desires to provide such
Products/Services; and
WHEREAS, the City and the Company have negotiated and agreed regarding the above -referenced
Services and desire to reduce the terms and conditions of their agreement to this written form.
WHEREAS, the City on behalf of itself and any other public agencies nationally, including state and local
governmental entities, public and private primary, secondary and higher education entities, nonprofit
entities, and agencies for public benefit that elect to access the Contract (a "Participating Public Agency"),
competitively solicited and awarded the Contract to the Company. The City has designated OMNIA
Partners as the administrative and marketing conduit for the distribution of the Contract to Participating
Public Agencies.
The City is acting as the "Principal Procurement Agent" for the Participating Public Agencies, and shall
not be liable or responsible for any costs, damages, liability or other obligations incurred by the Participating
Public Agencies. The Company (including its subsidiaries and distributors) shall deal directly with each
Participating Public Agency concerning the placement of orders, issuance of purchase orders, contractual
disputes, invoicing, payment and all other matters relating or referring to such Participating Public
Agency's access to the Contract.
Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing
Agreement (MICPA) outlining the terms and conditions that allow access to the Principle Procurement
Agencies' Contract. Under the terms of the MICPA, the procurement by the Participating Public Agency
shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating
Public Agency resides.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in further consideration of the covenants and representations contained herein, the
parties agree as follows:
CONTRACT
1. EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With
the exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in
an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor
of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the
order in which the Exhibits appear below. Notwithstanding anything contained in this Contract or any
Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body
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of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each
reference to Haworth, Inc. in the Exhibits and Appendices shall be deemed to mean the Company.
EXHIBIT A: PRICING SHEET
EXHIBIT B: SCOPE OF WORK
EXHIBIT C: PROPOSAL RESPONSE FORMS
EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS
2. DEFINITIONS. This section may include, but not be limited to, terms defined in Section 2 of the RFP.
3. DESCRIPTION OF PRODUCTS AND SERVICES.
3.1. The Company shall be responsible for providing the Products and Services described in Exhibit
B attached to this Contract and incorporated herein by reference. Without limiting the
foregoing, the Company will perform the Services and meet the requirements as set forth in
Exhibit B. However, the Company shall not be responsible for tasks specifically assigned to
the City in this Contract or in Exhibit B.
3.2. The Company shall perform the Services on site at the City's facility in Charlotte, North
Carolina, except as mutually agreed upon in writing in specific instances by the City.
4. COMPENSATION.
4.1. TOTAL FEES AND CHARGES.
The City agrees to pay the Company a fixed price (the "Purchase Price") as full and complete
consideration for the satisfactory performance of all the requirements of this Contract. This
amount constitutes the maximum total fees and charges payable to the Company under this
Contract including Expenses and will not be increased except by a written instrument duly
executed by both parties, which expressly states that it amends this Section of the Contract.
4.2. NO EXPENSES CHARGEABLE.
The Company shall not be entitled to charge the City for any travel, mileage, meals, materials
or other costs or expenses associated with this Contract.
4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and
warrants that the employees provided by the Company to perform the Services are actual
employees of the Company, and that the Company shall be responsible for providing all salary
and other applicable benefits to each Company employee. The Company fiu ther represents,
warrants and covenants that it will pay all withholding tax, social security, Medicare,
unemployment tax, worker's compensation and other payments and deductions that are
required by law for each Company employee. The Company agrees that the Company
employees are not employees of the City.
4.4. INVOICES. Each invoice sent by the Company shall detail all Services performed and
delivered which are necessary to entitle the Company to the requested payment under the terms
of this Contract. All invoices must include an invoice number and the City purchase order
number for purchases made under this Contract. Purchase order numbers will be provided by
the City. Invoices must be submitted with lines matching those on the City -provided purchase
order.
The Company shall email all invoices to coca a charlottenc.goy.
4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within thirty (30) days after
receipt of an accurate, undisputed properly submitted invoice by the City.
4.6. PRE -CONTRACT COSTS. The City shall not be charged for any Products/Services or other
work performed by the Company prior to the Effective Date of this Contract.
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4.7. INSPECTION. During the term of the Contract and for a period of one (1) year after
termination of this Contract, the City shall have the right to inspect, but not copy or retain,
during normal business hours, either itself or through an independent auditor, all reasonably
related books and records and facilities of the Company necessary to evaluate Company's
compliance with the terms and conditions of this Contract or the City's payment obligations.
The City shall pay its own expenses relating to such inspections, but shall not have to pay any
expenses or costs of the Company. However, if non-compliance is found that cost the City in
excess of $10,000, then the Company shall be required to credit the City for the cost of the
audit. The City shall provide at least ten (10) business days' prior notice of its desire to conduct
the inspection. The inspection shall take place at the place or places agreed upon between
Company and City. The City shall conduct the inspection in a manner that does not
unreasonably disrupt the Company's normal business operations. The City may exercise this
right of inspection not more than once during any 12-month period unless the City provides
evidence of material non-compliance with this Contract.
5. TIME IS OF THE ESSENCE. Time is of the essence in having the Company provide Products and
perform all Services and deliver all Deliverables within the time frames provided by this Contract and
Exhibit B, including all completion dates, response times and resolution times (the "Completion
Dates"). Except as specifically stated in this Contract, there shall be no extensions of the Completion
Dates. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather
than business days, unless this Contract provides otherwise for a specific situation.
6. NON -APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding
needed by the City to make payments under this Contract for any given fiscal year, the City will not be
obligated to pay amounts due for services which were not performed. In such event, the City will
promptly notify the Company of the non -appropriation and this Contract will be terminated at the end
of the fiscal year for which the funds were appropriated. No act or omission by the City, which is
attributable to non -appropriation of funds shall constitute a breach of or default under this Contract.
7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are
not limited to:
7.1. Coordination of Project schedules and the Company's resource assignment based upon the
City's requirements and schedule constraints;
7.2. Management of the overall Project by monitoring and reporting on the status of the Project and
actual versus projected progress, and by consulting with the City's Project Manager when
deviations occur and by documenting all such deviations in accordance with agreed upon
change control procedures;
7.3. Provision of consultation and advice to the City on matters related to Project implementation
strategies, key decisions and approaches, and Project operational concerns/issues and acting as
a conduit to the Company's specialist resources that may be needed to supplement the
Company's normal implementation staff,
7.4. Acting as the Company's point of contact for all aspects of contract administration, including
invoicing for Products/Services, and status reporting;
7.5. Facilitation of review meetings and conferences between the City and the Company's
executives when scheduled or requested by the City;
7.6. Communication among and between the City and the Company's staff,
7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with
respect to Project deviations and necessary documentation;
7.8. Identifying and providing the City with timely written notice of all issues that may threaten the
Company's Products/Services in the manner contemplated by the Contract (with "timely"
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meaning immediately after the Company becomes aware of them);
7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and
7.10, Meeting with other service providers working on City projects that relate to this effort as
necessary to resolve problems and coordinate the Products/Services.
8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that the
Company delivers all requirements and specifications in the Contract; (ii) coordinate the City's resource
assignment as required to fulfill the City's obligations pursuant to the Contract; (iii) promptly respond
to the Company Project Manager when consulted in writing or by E-mail with respect to project issues;
and (iv) act as the City's point of contact for all aspects of the Products/Services including contract
administration and coordination of communication with the City's staff. The City shall be allowed to
change staffing for the City Project Manager position on one (1) business day's notice to the Company.
9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND
FACILITIES. The Company shall identify and request in writing from the City in a timely manner:
(i) all information reasonably required by the Company to perform each task comprising the Services,
(ii) the City's personnel whose presence or assistance reasonably may be required by the Company to
perform each task comprising the Services, and (iii) any other equipment, facility or resource
reasonably required by the Company to perform the Services. Notwithstanding the foregoing, the
Company shall not be entitled to request that the City provide information, personnel or facilities other
than those that Exhibit B specifically requires the City to provide, unless the City can do so at no
significant cost. The Company shall not be relieved of any failure to perform under this Contract by
virtue of the City's failure to provide any information, personnel, equipment, facilities or resources: (i)
that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii)
that the City is not required to provide pursuant to this Contract. In the event the City fails to provide
any information, personnel, facility or resource that it is required to provide under this Section, the
Company shall notify the City in writing immediately in accordance with the notice provision of this
Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may
otherwise have based on the City's failure to provide such information, personnel, facility or resource.
10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC.
10.1. The City will have the right to require the removal and replacement of any personnel of the
Company or the Company's subcontractors who are assigned to provide Products/Services to
the City based on experience, qualifications, performance, conduct, compatibility, and
violation of City policy or any other reasonable grounds. The addition or promotion of any
personnel to key positions within the Project must be approved by the City in writing. The
Company will replace any personnel that leave the Project, with persons having at least
equivalent qualifications who are approved by the City in writing. As used in this Contract, the
"personnel" includes all staff provided by the Company or its subcontractors.
11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is required to
conduct a background check on each Company employee assigned to work under this Contract, and
shall require its subcontractors (if any) to perform a background check on each of their employees
assigned to work under this Contract (collectively, the "Background Checks"). Each Background Check
must include: (i) the person's criminal conviction record from the states and counties where the person
lives or has lived in the past seven (7) years; and (ii) a reference check.
After starting work under this Contract, the Company is required to perform a Background Check for
each new Company employee assigned to work under this Contract during that year, and shall require
its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new
project under this Contract, then prior to commencing performance of the project the Company shall
perform a Background Check for each Company employee assigned to work on the project, and shall
require its subcontractors (if any) to do the same for each of their employees.
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If a person's duties under this Contract fall within the categories described below, the Background
Checks that the Company will be required to perform (and to have its subcontractors perform) shall
also include the following additional investigation:
• If the job duties require driving: A motor vehicle records check.
If the job duties include responsibility for initiating or affecting financial transactions: A credit
history check.
■ If job duties include entering a private household or interaction with children: A sexual offender
registry check.
The Company must follow all State and Federal laws when conducting Background Checks, including
but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do
the same.
The Company shall notify the City of any information discovered in the Background Checks that may
be of potential concern for any reason.
The City may conduct its own background checks on principals of the Company as the City deems
appropriate. By operation of the public records law, background checks conducted by the City are
subject to public review upon request.
12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular
Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company
shall submit a written notice to the City's Project Manager stating the Deliverable(s) that have been
met. This notice shall include a signature page for sign -off by the City Project Manager indicating
acceptance of such Deliverable(s).
If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a
"Rejection Notice") shall be submitted to the Company by the City Project Manager that specifies the
nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice,
the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection
Notice, and (ii) immediately upon completing such corrections give the City a written, dated
certification that all deficiencies have been corrected (the "Certification"). In the event the Company
fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within
thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract
for default without further obligation to the Company and without obligation to pay for the defective
work.
Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above -described
Acceptance procedure shall recommence. The City shall not be obligated to allow the Company to
recommence curative action with respect to any deficiency previously identified in a Rejection Notice,
or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default
if the Company does not meet this time frame).
13. NON -EXCLUSIVITY. The Company acknowledges that it is one of several providers of Furniture,
Installation, and Related Products and Services to the City and the City does not represent that it is
obligated to contract with the Company for any particular project.
14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost
of negotiating this Contract and developing the exhibits. The City shall not be charged for any
Products/Services or other work performed by the Company prior to the Effective Date.
15. REPRESENTATIONS AND WARRANTIES OF COMPANY.
15.1. GENERAL WARRANTIES.
15.1.1. The Products/Services shall satisfy all requirements set forth in this Contract, including
but not limited to the attached Exhibits;
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15.1.2. The Company has taken and will continue to take sufficient precautions to ensure that
it will not be prevented from performing all or part of its obligations under this Contract
by virtue of interruptions in the computer systems used by the Company;
15.1.3. All Products provided and Services performed by the Company and/or its
subcontractors pursuant to this Contract shall meet the highest industry standards and
Services shall be performed in a professional and workmanlike manner by staff with
the necessary skills, experience and knowledge;
15.1.4. Neither the Products/Services nor any Deliverables provided by the Company under
this Contract will infringe or misappropriate any U.S. registered patent, copyright, or
trademark rights of any third party;
15.1.5. The Company and each Company employee provided by the Company to the City shall
have the qualifications, skills and experience necessary to provide Products and
perform the Services described or referenced in Exhibit B;
15.1.6. All information provided by the Company about each Company employee is accurate;
and
15.1.7. Each Company employee is an employee of the Company, and the Company shall
make all payments and withholdings required for by law for the Company for such
employees.
15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that:
15.2.1. It is a legal entity and if incorporated, duly incorporated, validly existing and in good
standing under the laws of the state of its incorporation or licensing and is qualified to
do business in North Carolina;
15.2.2. It has all the requisite corporate power and authority to execute, deliver and perform
its obligations under this Contract;
15.2.3. The execution, delivery, and performance of this Contract have been duly authorized
by the Company;
15.2.4. No approval, authorization or consent of any governmental or regulatory authority is
required to be obtained or made by it in order for it to enter into and perform its
obligations under this Contract;
15.2.5. In connection with its obligations under this Contract, it shall comply with all
applicable federal, state and local laws and regulations and shall obtain all applicable
permits and licenses; and
15.2.6. The performance of this Contract by the Company and each Company employee
provided by the Company will not violate any contracts or agreements with third
parties or any third party rights (including but not limited to non -compete agreements,
non -disclosure agreements, patents, trademarks or intellectual property rights).
16. OTHER OBLIGATIONS OF THE COMPANY.
16.1. WORK ON CITY'S PREMISES. The Company and all its employees will, whenever on the
City's premises, obey all instructions and City policies that are provided with respect to
providing Products and performing Services on the City's premises.
16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its
employees interact with City employees and the public in a courteous, helpful and impartial
manner. All employees of the Company in both field and office shall refrain from belligerent
behavior and/or profanity. Correction of any such behavior and language shall be the
responsibility of the Company.
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16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event
that the Company causes damage to the City's equipment or facilities, the Company shall, at
its own expense, promptly repair or replace such damaged items to restore them to the same
level of functionality that they possessed prior to the Company's action.
16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the
Company or any Company employees have negligently lost or negligently damaged, the
Company shall, at its own expense, promptly replace or regenerate such data from the City's
machine-readable supporting material, or obtain, at the Company's own expense, a new
machine-readable copy of lost or damaged data from the City's data sources.
16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requirements of Article
2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its
subcontractors to do so as well.
16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR
BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment
List or any other list of prohibited investments created by the NC State Treasurer pursuant to
N.C.G.S. 147-86.58 (collectively, the "Treasurer's IDA List"); (ii) it has not been designated
by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott
of Israel (such designation being referred to as the "Treasurer's IB List"); and (iii) it will not
take any action causing it to appear on the Treasurer's IDA List or the Treasurer's IB List
during the term of this Contract. In signing this Contract Company further agrees, as an
independent obligation, separate and apart from this Contract, to reimburse the City for any
and all damages, costs and attorneys' fees incurred by the City in connection with any claim
that this Contract or any part thereof is void due to Company appearing on the Treasurer's IDA
List or the Treasurer's IB List at any time before or during the term of this Contract.
17. REMEDIES.
17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set
forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the
following actions with or without terminating this Contract, and in addition to and without
limiting any other remedies it may have:
a. Employ such means as it may deem advisable and appropriate to perform itself or obtain
the Products/Services from a third party until the matter is resolved and the Company is
again able to resume performance under this Contract; and
b. Charge to the Company any and all expenses reasonably incurred by the City in obtaining
or performing the Products/Services.
17.2. INTENTIONALLY LEFT BLANK
17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that
monetary damages are not an adequate remedy for the Company's failure to comply with
Sections 16.3, 16.4, 18.8, 19, 21, 23, 25, 27, 29.3, 29.8, and 29.19 or Exhibit D of this Contract,
nor could monetary damages be the equivalent of the performance of such obligations.
Accordingly, the Company hereby consents to an order granting specific performance of such
obligations of the Company in a court of competent jurisdiction within the State of North
Carolina. The Company further consents to the City obtaining injunctive relief (including a
temporary restraining order) to assure performance in the event the Company breaches this
Contract.
17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other
party pursuant to this Contract all liquidated and/or sum -certain amounts resulting from the
other party's breach of this Contract.
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17.5. OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable
remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and
not exclusive and may be exercised successively or concurrently, in addition to any other
available remedy.
18. TERM AND TERMINATION OF CONTRACT.
18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for
five (5) years with the City having the unilateral right to renew for two (2) consecutive one (1)
year terms.
18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time
without cause by giving thirty (30) days prior written notice to the Company. As soon as
practicable after receipt of a written notice of termination without cause, the Company shall
submit a statement to the City showing in detail the Products provided and Services performed
under this Contract through the date of termination. The foregoing payment obligation is
contingent upon: (1) the Company having fully complied with Section 18.8; and (ii) the
Company having provided the City with written documentation reasonably adequate to verify
the Products received and the number hours of Services rendered through the termination date
and the percentage of completion of each task.
18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other
party, either party may terminate this Contract upon the occurrence of one or more of the
following events:
a. The other party violates or fails to perform any covenant, provision, obligation, term or
condition contained in this Contract, provided that, unless otherwise stated in this Contract,
such failure or violation shall not be cause for termination if both of the following
conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other
parry cures such default within thirty (30) days of receipt of written notice of default from
the non -defaulting party; or
b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms
hereof, or
c. The other party ceases to do business as a going concern, makes an assignment for the
benefit of creditors, admits in writing its inability to pay debts as they become due, files a
petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in
connection with a reorganization under which the business of such party is continued and
performance of all its obligations under the Contract shall continue), or if a receiver, trustee
or liquidator is appointed for it or any substantial part of other party's assets or properties.
Any notice of default shall identify this Section of this Contract and shall state the party's intent
to terminate this Contract if the default is not cured within the specified period.
18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving
written notice to the Company, the City may also terminate this Contract upon the occurrence
of one or more of the following events (which shall each constitute separate grounds for
termination without a cure period and without the occurrence of any of the other events of
default previously listed):
a. Failure of the Company to complete a particular task by the completion date set forth in
this Contract;
b. The Company makes or allows to be made any material written misrepresentation or
provides any materially misleading written information in connection with this Contract,
the Company's Proposal, or any covenant, agreement, obligation, term or condition
contained in this Contract; or
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c. The Company takes or fails to take any action which constitutes grounds for immediate
termination under the terms of this Contract, including but not limited to failure to obtain
or maintain the insurance policies and endorsements as required by this Contract, or failure
to provide the proof of insurance as required by this Contract.
18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by
the Company, notwithstanding anything to the contrary in this Contract, the Company agrees
that it will not terminate this Contract or suspend or limit the Services or any warranties or
repossess, disable or render unusable any software supplied by the Company, unless (i) the
parties agree in writing, or (ii) an order of a court of competent jurisdiction determines
otherwise.
18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Contract is
terminated by the City for any reason prior to the end of the term, the Company shall, upon
termination, immediately discontinue all service in connection with this Contract and promptly
cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as
practicable after receipt of notice of termination, the Company shall submit a statement to the
City showing in detail the Services performed under this Contract to the date of termination.
18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this
Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any
designee of the City Manager; or (ii) the Department Director of the City Department
responsible for administering this Contract.
18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination
of this Contract, the Company shall promptly return to the City (i) all computer programs, files,
documentation, media, related material and any other material and equipment that are owned
by the City; (ii) all Deliverables that have been completed or that are in process as of the date
of termination; and (iii) a written statement describing in detail all work performed with respect
to Deliverables which are in process as of the date of termination. The expiration or termination
of this Contract shall not relieve either party of its obligations regarding "Confidential
Information," as defined in this Contract.
18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract
shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due
to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or
annual reports covering the period to termination nor relieve the Company from any claim for
damages previously accrued or then accruing against the Company.
18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed
cumulative and not exclusive, and may be exercised successively or concurrently, in addition
to any other remedies available under this Contract or at law or in equity.
19. TRANSITION PRODUCTS/SERVICES UPON TERMINATION. Upon termination or expiration
of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the
Products/Services provided by the Company to the City. Prior to termination or expiration of this
Contract, the City may require the Company to perform and, if so required, the Company shall perform
certain transition services necessary to shift the Products/Services of the Company to another provider
or to the City itself as described below (the "Transition Services"). Transition Services may include but
shall not be limited to the following:
• Working with the City to jointly develop a mutually agreed upon Transition Services Plan to
facilitate the termination of the Products/Services;
■ Notifying all affected service providers and subcontractors of the Company;
• Performing the Transition Services;
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• Answering questions regarding the Products/Services on an as -needed basis; and
• Providing such other reasonable services needed to effectuate an orderly transition to a new
service provider.
20. CHANGES. In the event changes to the Products/Services (collectively "Changes"), become necessary
or desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change
shall be effective only when documented by a written, dated agreement executed by both parties that
expressly references and is attached to this Contract (a "Change Statement"). The Change Statement
shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties;
(ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the
results of the Products/Services and time for delivery and completion of the Products/Services,
including the impact on all Milestones and delivery dates and any associated price.
In the event either party desires a Change, the Project Manager for such party shall submit to the other
parry's Project Manager a proposed Change Statement. If the receiving party does not accept the
Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected
the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall
nevertheless continue to render performance under this Contract in accordance with its (unchanged)
terms and conditions.
Changes that involve or increase in the amounts payable by the City may require execution by the City
Manager or a designee depending on the amount. Some increases may also require approval by
Charlotte City Council.
21. COMPANY OWNERSHIP OF WORK PRODUCT.
21.1. The parties agree that the Company shall have exclusive ownership of all reports, documents,
designs, ideas, materials, reports, concepts, plans, creative works, and other work product
developed for or provided to the City in connection with this Contract, and all patent rights,
copyrights, trade secret rights and other intellectual property rights relating thereto (collectively
the "Company Intellectual Property"). Notwithstanding the foregoing, the City shall have
ownership rights in any and all floor plans, layouts, and industrial design relating to floorplans
and layouts, created by and between City and Company ("City Intellectual Property").
21.2. Each party hereby grants to the other party a royalty -free, non-exclusive license to use the
Company Intellectual Property and City Intellectual Property, as applicable, to the extent
necessary to use or perform the Services. Neither party shall be entitled to use the Company
Intellectual Property and City Intellectual Property, as applicable, for other purposes without
the other party's prior written consent, and shall treat the Company Intellectual Property and
City Intellectual Property, as applicable, as "Confidential Information" pursuant to Section 25
of the Contract.
21.3. The Company will treat as Confidential Information under the Confidentiality and Non -
Disclosure Contract all data in connection with the Contract. City data processed by the
Company shall remain the exclusive property of the City. The Company will not reproduce,
copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except
that contemplated by the Contract.
22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is
solely that of independent contractors, and nothing contained in this Contract shall be construed to (i)
give any party the power to direct or control the day-to-day administrative activities of the other; or (ii)
constitute such parties as partners, joint venturers, co -owners or otherwise as participants in a joint or
common undertaking; or (iii) make either party an agent of the other, or any Company employee an
agent or employee of the City, for any purpose whatsoever. Neither party nor its agents or employees
is the representative of the other for any purpose, and neither has power or authority to act as agent or
employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the
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other.
23. INDEMNIFICATION. Subject to the limitations, exclusions, and conditions in this Contract or any
Exhibit and to the fullest extent permitted by law, the Company shall indemnify, defend and hold
harmless each of the "Indemnitees" (as defined below) from and against any and all "Charges" (as
defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings to
the extent such Charges are directly and proximately caused by: (i) an alleged violation,
misappropriation or infringement of any valid U.S. registered copyright, trademark, or patent, with
respect to the Services or any products or deliverables provided to the City pursuant to this Contract
("Infringement Claims"); (ii) a request based on the Company's failure to pay for labor or materials
purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) the
Company's failure to perform its obligations under this Contract, or from any act of negligence or
willful misconduct by the Company or any of its agents, employees or subcontractors relating to this
Contract, including but not limited to any liability caused by an accident or other occurrence resulting
in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property,
real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee
or subcontractor of the Company is an employee of the City, including but not limited to claims relating
to worker's compensation, failure to withhold taxes and the like. For purposes of this Section: (i) the
term "Indemnitees" means the City, any federal agency that funds all or part of this Contract, and each
of the City's and such federal agency's officers, officials, employees, agents and independent
contractors (excluding the Company); and (ii) the term "Charges" means any and all losses, damages,
costs, expenses (including reasonable attorneys' fees), obligations, duties, fines, penalties, royalties,
interest charges and other liabilities (including settlement amounts).
With respect to any claim, demand, lawsuit, action or proceeding as to which an Indemnitee intends to
seek indemnification and defense (each, an "Action"), the Indemnitee must, as conditions to the
indemnity and defense obligations herein, (a) promptly provide the Company with written notice of the
Action and tender to the Company the right to exclusively control the defense, except that the Company
will not settle or admit fault without the City's written authorization, of the Action, (b) fully cooperate
in the defense of the Action as requested by the Company and its counsel to the extent the indemnitee
can do so at no out-of-pocket cost, and (c) not settle or compromise any part of the Action without the
Company's express written consent. Once the Company has assumed defense of the Action, the
Company will not be liable for any attorney or other professional fees or expenses incurred by
Indemnitee, unless such fees or expenses are caused by Company's request for Indemnitee's assistance
or result from Company's inability to resolve the action. Notwithstanding any other provision of this
Contract, any Exhibit, or any related agreements or understandings, in no event shall the Company have
any indemnity or defense obligation for Charges or any other amounts (a) that include, consist of, or
are determined in reference to liquidated damages, or lost profits, lost revenues, loss of use, loss of
reputation, or loss of goodwill. Any demand for indemnification or defense of an Action must be
presented to the Company in writing with reasonable detail prior to the expiration of any statute of
limitation applicable to the right to such indemnification.
If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue
using the affected product or service; or (ii) repair or replace the infringing product or service so that it
becomes non -infringing, provided that the performance of the overall product(s) and service(s)
provided to the City shall not be adversely affected by such replacement or modification. If the
Company is unable to comply with the preceding sentence within thirty (30) days after the City is
directed to cease use of a product or service, the Company shall promptly refund to the City all amounts
paid under this Contract for the products and services related to the infringement Claim.
This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the
term or otherwise).
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24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime
contractor and shall remain fully responsible for performance of all obligations that it is required to
perform under the Contract. Any subcontract entered into by Company shall name the City as a third
party beneficiary.
25. CONFIDENTIAL INFORMATION.
25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not
generally known in the relevant trade or industry, obtained from the City or its vendors or
licensors or which falls within any of the following general categories:
25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the
City or any of its suppliers, contractors or licensors: (a) that derives value from being
secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples
of trade secrets include information relating to proprietary software, new technology,
new products or services, flow charts or diagrams that show how things work, manuals
that tell how things work and business processes and procedures.
25.1.2. Information of the City or its suppliers, contractors or licensors marked
"Confidential" or "Proprietary."
25.1.3. Information relating to criminal investigations conducted by the City, and records of
criminal intelligence information compiled by the City.
25.1.4. Information contained in the City's personnel files, as defined by N.C. Gen. Stat. 160A-
168. This consists of all information gathered and/or maintained by the City about
employees, except for that information which is a matter of public record under North
Carolina law.
25.1.5. Citizen or employee social security numbers collected by the City.
25.1.6. Computer security information of the City, including all security features of electronic
data processing, or information technology systems, telecommunications networks and
electronic security systems. This encompasses but is not limited to passwords and
security standards, procedures, processes, configurations, software and codes.
25.1.7. Local tax records of the City that contains information about a taxpayer's income or
receipts.
25.1.8. Any attorney / City privileged information disclosed by either party.
25.1.9. Any data collected from a person applying for financial or other types of assistance,
including but not limited to their income, bank accounts, savings accounts, etc.
25.1.10.The name or address of individual homeowners who, based on their income, have
received a rehabilitation grant to repair their home.
25.1.11.Building plans of city -owned buildings or structures, as well as any detailed security
plans.
25.1.12.Billing information of customers compiled and maintained in connection with the City
providing utility services.
25.1.13.Other information that is exempt from disclosure under the North Carolina public
records laws.
Categories stated in Sections 25.1.3 through 25.1.13 above constitute "Highly Restricted
Information," as well as Confidential Information. The Company acknowledges that certain
Highly Restricted Information is subject to legal restrictions beyond those imposed by this
Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential
Information shall apply to Highly Restricted Information; and (ii) the Company will also
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comply with any more restrictive instructions or written policies that may be provided by the
City from time to time to protect the confidentiality of Highly Restricted Information.
The parties acknowledge that in addition to information disclosed or revealed after the date of
this Contract, the Confidential Information shall include information disclosed or revealed
within one (1) year prior to the date of this Contract.
25.2. RESTRICTIONS. The Company shall keep the Confidential Information in the strictest
confidence, in the manner set forth below:
25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or
disassemble), or reverse engineer Confidential Information.
25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer
Confidential Information of the other to any third party or to any individual employed
by the Company, other than an employee, agent, subcontractor or vendor of the City
or Company who: (i) has a need to know such Confidential Information, and (ii) has
executed a confidentiality agreement incorporating substantially the form of this
Section of the Contract and containing all protections set forth herein.
25.2.3. It shall not use any Confidential Information of the City for its own benefit or for the
benefit of a third party, except to the extent such use is authorized by this Contract or
other written agreements between the parties hereto, or is for the purpose for which
such Confidential Information is being disclosed.
25.2.4. It shall not remove any proprietary legends or notices, including copyright notices,
appearing on or in the Confidential Information of the other.
25.2.5. INTENTIONALLY LEFT BLANK
25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding
for disclosure of Confidential Information, the Company shall assert this Contract as a
ground for refusing the demand and, if necessary, shall seek a protective order or other
appropriate relief to prevent or restrict and protect any disclosure of Confidential
Information.
25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be
kept confidential to the extent disclosure of such materials would reveal Confidential
Information, and unless otherwise agreed, all such materials shall be returned to the
City or destroyed upon satisfaction of the purpose of the disclosure of such
information.
25.3. EXCEPTIONS. The parties agree that the Company shall have no obligation with respect to
any Confidential Information which the Company can establish:
25.3.1. Was already known to the Company prior to being disclosed by the disclosing party;
25.3.2. Was or becomes publicly known through no wrongful act of the Company;
25.3.3. Was rightfully obtained by the Company from a third party without similar restriction
and without breach hereof;
25.3.4. Was used or disclosed by the Company with the prior written authorization of the City;
25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which
disclosure cannot be made in confidence, provided that, in such instance, the Company
shall first give to the City notice of such requirement or request;
25.3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully
issued subpoena, provided that the Company shall take use its best efforts to obtain an
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DocuSign Envelope ID: 4F25F81E-F03A-4B32-8726-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
agreement or protective order providing that, to the greatest possible extent possible,
this Contract will be applicable to all disclosures under the court order or subpoena.
25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained herein in to the
contrary, in the event that the Company is unintentionally exposed to any Confidential
Information of the City, the Company agrees that it shall not, directly or indirectly, disclose,
divulge, reveal, report or transfer such Confidential Information to any person or entity or use
such Confidential Information for any purpose whatsoever.
25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential
Information of the City will diminish the value of the proprietary interests therein. Accordingly,
it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to
equitable relief to protect its interests, including but not limited to injunctive relief, as well as
monetary damages.
26. INSURANCE.
26.1. TYPES OF INSURANCE. The Company shall obtain and maintain during the life of this
Contract, with an insurance company rated not less than "A" by A.M. Best, authorized to do
business in the State of North Carolina, acceptable to the Charlotte -Mecklenburg, Risk
Management Division the following insurance:
26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned,
non -owned and hired automobiles for limits of not less than $1,000,000 bodily injury
each person, each accident and $1,000,000 property damage, or $1,000,000 combined
single limit - bodily injury and property damage.
26.1.2. Commercial General Liability - Bodily injury and property damage liability as shall
protect the Company and any subcontractor performing Services under this Contract,
from claims of bodily injury or property damage which arise from performance of this
Contract, whether such operations are performed by the Company, any subcontractor,
or anyone directly or indirectly employed by either. The amounts of such insurance
shall not be less than $1,000,000 bodily injury each occurrence/aggregate and
$1,000,000 property damage each occurrence/aggregate, or $1,000,000 bodily injury
and property damage combined single limits each occurrence/aggregate. This
insurance shall include coverage for products, operations, personal and advertising
injury, and contractual liability, assumed under the indemnity provision of this
Contract.
26.1.3. Workers' Compensation and Employers Liability - meeting the statutory requirements
of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy
limit, $100,000 disease each employee limit.
The Company shall not provide any Products or commence any Services in connection with
this Contract until it has obtained all of the foregoing types of insurance and such insurance
has been approved by the City. The Company shall not allow any subcontractor to provide any
Products or commence Services on its subcontract until all similar insurance required of the
subcontractor has been obtained and approved.
26.2. OTHER INSURANCE REQUIREMENTS.
26.2.1. The City shall be exempt from, and in no way liable for any sums of money, which
may represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of the Company and/or subcontractor providing such
insurance.
26.2.2. The City of Charlotte shall be named as an additional insured for operations or services
rendered under the general liability coverage. The Company's insurance shall be
primary of any self -funding and/or insurance otherwise carried by the City for all loss
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CONTRACT #: 2020000606
VENDOR #: 304468
or damages arising from the Company's operations under this agreement.
26.2.3. Certificates of such insurance will be furnished to the City and shall contain the
provision that the City be given thirty (30) days' written notice of any intent to amend
coverage reductions or material changes or terminate by either the insured or the
insuring Company.
26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy
of the Certificate of Self -Insurance or other documentation from the North Carolina
Department of Insurance shall be furnished to the City.
26.2.5. If any part of the Products/Services under this Contract is sublet, the subcontractor
shall be required to meet all insurance requirements as listed above. However, this will
in no way relieve the Company from meeting all insurance requirements or otherwise
being responsible for the subcontractor.
27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the
Company represents and warrants that it will fully comply with the City's Commercial Non -
Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to
be bound by the award of any arbitration conducted thereunder. As part of such compliance, the
Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or
disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in
connection with a City contract or contract solicitation process, nor shall the Company retaliate against
any person or entity for reporting instances of such discrimination. The Company shall provide equal
opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and
supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or
limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or
is occurring in the marketplace. The Company understands and agrees that a violation of this clause
shall be considered a material breach of this Contract and may result in termination of this Contract,
disqualification of the Company from participating in City contracts or other sanctions.
As a condition of entering into this Contract, the Company agrees to: (i) promptly provide to the City
in a format specified by the City all information and documentation that may be requested by the City
from time to time regarding the solicitation, selection, treatment and payment of subcontractors in
connection with this Contract; and (ii) if requested, provide to the City within sixty days after the
request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the
Company has used on City contracts in the past five years, including the total dollar amount paid by
the Company on each subcontract or supply contract. The Company further agrees to fully cooperate
in any investigation conducted by the City pursuant to the City's Non -Discrimination Policy, to provide
any documents relevant to such investigation that are requested by the City, and to be bound by the
award of any arbitration conducted under such Policy.
The Company agrees to provide to the City from time to time on the City's request, payment affidavits
detailing the amounts paid by the Company to subcontractors and suppliers in connection with this
Contract within a certain period of time. Such affidavits shall be in the format specified by the City
from time to time.
The Company understands and agrees that violation of this Commercial Non -Discrimination provision
shall be considered a material breach of this Contract and may result in contract termination,
disqualification of the Company from participating in City contracts and other sanctions.
28. NOTICES. Any notice, consent or other communication required or contemplated by this Contract
shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic
mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon
the date of receipt by the intended recipient; provided that any notice which is sent by telefax or
electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
overnight courier. Each party may change its address for notification purposes by giving the other party
written notice of the new address and the date upon which it shall become effective.
Communications that relate to any breach, default, termination, delay in performance, prevention of
performance, modification, extension, amendment, or waiver of any provision of this Contract shall be
sent to:
For the Company:
For the City:
Tim Hod es, National Program Mgr.
Kay Elmore
Haworth, Inc.
City of Charlotte
City Procurement
One Haworth Center
600 East Fourth Street, 9`' Floor
Holland, MI 49423
Charlotte, NC 28202
Phone: 616-834-1994
Phone: 704-336-2524
Fax:
Fax:704-632-8252
E-mail: tim.hodaes(a1haworth.com
E-mail: kehnore char lottenc. ov
With Copy To:
With Copy To:
Dan Vredevoo d, Contract Analyst
Adam Jones
City of Charlotte
Ci Attorne 's Office
600 East Fourth Street, 151Floor
Charlotte, NC 28202
Phone: 616-393-3812
Phone: 704-336-3012
E-mail: dan.vredevoo d haworth.com
E-mail: amiones@charlottenc.gov
All other notices shall be sent to the other party's Project Manager at the most recent address provided
in writing by the other party.
29. MISCELLANEOUS.
29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect
to its subject matter, and there are no other representations, understandings, or agreements
between the parties with respect to such subject matter. This Contract supersedes all prior
agreements, negotiations, representations and proposals, written or oral.
29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and
signed by both parties to this Contract.
29.3. GOVERNING LAW. The parties acknowledged that this Contract is made and entered into in
Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties
further acknowledge and agree that North Carolina law shall govern all the rights, obligations,
duties and liabilities of the parties under this Contract, and that North Carolina law shall govern
interpretation and enforcement of this Contract and any other matters relating to this Contract
(all without regard to North Carolina conflicts of law principles).
29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their
successors and permitted assigns. Neither party may assign any of the rights and obligations
thereunder without the prior written consent of the other. Any assignment attempted without
the written consent of the other party shall be void.
29.5. INTENTIONALLY LEFT BLANK
29.6. FORCE MAJEURE.
29.6.1. The Company shall be not liable for any failure or delay in the performance of its
obligations pursuant to this Contract (and such failure or delay shall not be deemed a
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DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
default of this Contract or grounds for termination hereunder if all of the following
conditions are satisfied: (i) if such failure or delay: (a) could not have been prevented
by reasonable precaution, and (b) cannot reasonably be circumvented by the non-
performing party through the use of alternate sources, work -around plans, or other
means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly,
by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions or revolutions, or court order.
29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a
"Force Majeure Event") the Company shall be excused from any further performance
of those of its obligations pursuant to this Contract affected by the Force Maj eure Event
for as long as (i) such Force Majeure Event continues; and (11) the Company continues
to use commercially reasonable efforts to recommence performance whenever and to
whatever extent possible without delay.
29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify
the City by telephone (to be confirmed by written notice within two (2) days of the
inception of the failure or delay) of the occurrence of a Force Majeure Event and shall
describe in reasonable detail the nature of the Force Majeure Event. If any Force
Majeure Event prevents the Company from performing its obligations for more than
five (5) days, the City may terminate this Contract.
29.6.4. INTENTIONALLY LEFT BLANK
29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections
contained in this Contract shall not affect the validity of the remaining portion of the Contract
so long as the material purposes of the Contract can be determined and effectuated. If any
provision of this Contract is held to be unenforceable, then both parties shall be relieved of all
obligations arising under such provision, but only to the extent that such provision is
unenforceable, and this Contract shall be deemed amended by modifying such provision to the
extent necessary to make it enforceable while preserving its intent.
29.8. NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its
agents or representations may identify or reference this Contract or the City in any manner
absent the written consent of the City.
29.9. APPROVALS. All approvals or consents required under this Contract must be in writing
29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this
Contract shall impair or be construed as a waiver of such right or power. A waiver by either
party of any covenant or breach of this Contract shall not be constitute or operate as a waiver
of any succeeding breach of that covenant or of any other covenant. No waiver of any provision
of this Contract shall be effective unless in writing and signed by the party waiving the rights.
29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the
termination hereof:
Section 4.3 "Employment Taxes and Employee Benefits"
Section 15
"Representations and Warranties of Company"
Section 18
"Term and Termination of Contract"
Section 21
"City Ownership of Work Product"
Section 23
"Indemnification"
Section 25
"Confidential Information"
Section 26
"Insurance"
Section 28
"Notices and Principal Contacts"
Section 29
"Miscellaneous"
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DocuSign Envelope ID:4F25F81E-F03A-4B32-872B-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
29.12. CHANGE IN CONTROL. In the event of a change in "Control" of the Company (as defined
below), the City shall have the option of terminating this Contract by written notice to the
Company. The Company shall notify the City within ten (10) days of the occurrence of a change
in control. As used in this Contract, the term "Control" shall mean the possession, direct or
indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-
one percent (51 %) or more of the equity interests, value or voting power in the Company or
(ii) the power to direct or cause the direction of the management and policies of the Company
whether through the ownership of voting securities, by contract or otherwise.
29.13. DRAFTER'S PROTECTION. Each of the Parties has agreed to the use of the particular
language of the provisions of this Contract and any questions of doubtful interpretation shall
not be resolved by any rule or interpretation against the drafters, but rather in accordance with
the fair meaning thereof, having due regard to the benefits and rights intended to be conferred
upon the Parties hereto and the limitations and restrictions upon such rights and benefits
intended to be provided.
29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company
agrees to make itself aware of and comply with all local, state and federal ordinances, statutes,
laws, rules and regulations applicable to the Services. The Company further agrees that it will
at all times during the term of this Contract be in compliance with all applicable federal, state
and/or local laws regarding employment practices. Such laws will include, but shall not be
limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with
Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations
applicable to the Services.
29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and
shareholders have no interest and shall not acquire any interest, direct or indirect that would
conflict in any manner or degree with the performance of Services required to be performed
under the Contract.
29.16. NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors,
nor any employees of any of the foregoing has bribed or attempted to bribe an officer or
employee of the City in connection with the Contract.
29.17. HARASSMENT. The Company agrees to make itself aware of and comply with the City's
Harassment Policy. The City will not tolerate or condone acts of harassment based upon race,
sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to
termination.
29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Company for any travel
or other expenses incurred in connection with this Contract.
29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all
applicable federal, state and local taxes which may be chargeable against the performance of
the Services, and remit such taxes to the relevant taxing authority. The Company consents to
and authorizes the City to collect any and all delinquent taxes and related interest, fines, or
penalties of the Company by reducing any payment, whether monthly, quarterly, semi-
annually, annually, or otherwise, made by the City to the Company pursuant to this Contract
for an amount equal to any and all taxes and related interest, fines, or penalties owed by the
Company to the City. The Company hereby waives any requirements for notice under North
Carolina law for each and every instance that the City collects delinquent taxes pursuant to this
paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal
of the assessment of the delinquent tax if such appeal is within the time prescribed by law.
29.20. COUNTERPARTS. This Contract maybe executed in any number of counterparts, all of which
taken together shall constitute one single agreement between the parties.
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CONTRACT #: 2020000606
VENDOR #: 304468
29.21. PRE -AUDIT. No pre -audit certificate is required under N.C. Gen. Stat. 159-28(a) because this
Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding
anything contained herein to the contrary, this Contract does not require the City to purchase a
single product or service, and a decision by the City to not make any purchase hereunder will
violate neither this Contract nor any implied duty of good faith and fair dealing. The City has
no financial obligation under this Contract absent the City's execution of a valid and binding
purchase order or contract addendum containing a pre -audit certificate."
[Signature Page Follows]
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood
each and every provision hereof, the parties have caused this Contract to be executed as of the date first
written above.
HA
BY:
TITLE:
DATE:
CITY OF CHARLOTTE:
CITY M NAGER'S OFFICE
BY:
(signature) U
,�
PRINT NAME: a Lg
TITLE:
DATE: C4
20
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
EXHIBIT A - PRICING SHEET
CONTRACT #: 2020000606
VENDOR #: 304468
21
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
HAWORTH - CONTRACT 2020000606
EXHIBIT A - PRICING SHEET
1. FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE - FURNITURE
CATEGORIES AND OTHER RELATED PRODUCTS:
CATEGORY
VERIFIABLE MANUFACTURER'S LIST
PRICE CATALOG NAME - APRIL 2019
DROP SHIP
INSIDE
DELIVERY
Systems Furniture
Unigroup Systems (NW & WT)
71 %
66%
Systems Furniture
Unigro!lp Too Panels
71 %
66%
Systems Furniture
Places Systems (NW & WT)
71 %
66%
Systems Furniture
Adaptable Comps - Wksr, Up Stor, Lghtng
71 %
66%
Systems Furniture
Places Systems (Wood)
71 %
66%
Systems Furniture
Systems Fabric
71 %
66%
Systems Furniture
Compose
68%
63%
Systems Furniture
Premise Systems
68%
63%
Systems Furniture
IFS stems
68%
63%
Freestanding Furniture
Masters
53%
48%
Freestanding Furniture
Suite
53%
48%
Freestanding Furniture
Everyday Office
50%
45%
Freestanding Furniture
Jive
50%
45%
Freestanding Furniture
Cultivate
58%
53%
Freestanding Furniture
Intuits
53%
48%
Freestanding Furniture
Patterns
53%
48%
Freestanding Furniture
Kinetics, Tempo, Tactics, Planes, Cm ose
58%
53%
Seating / Chairs
Accolade/Comf 28 NW/Monaco/Sys 58
63%
58%
Seating / Chairs
Improv, Cornforto 12
63%
58%
Seating / Chairs
Seating Fabric
63%
58%
Seating / Chairs
Look (Sit 10)
63%
58%
Seating / Chairs
X99 Seating
60%
55%
Seating / Chairs
Wood Stg - Com ,Frnze,Ghie,Tally,Etc
53%
48%
Seating / Chairs
Very Task Seatin
55%
50%
Seating / Chairs
Very Seating Line (Non -Task)
55%
50%
Seating / Chairs
Zodv
55%
50%
Seating / Chairs
Lively, Cassis, WD Seating
55%
50%
Seating / Chairs
LivelyTM
60%
55%
Seating / Chairs
Fern
50%
45%
Seating / Chairs
SojiTM
50%
45%
Seating / Chairs
MaariTM
54%
49%
Filing Systems, Storage & Equipment
Beside
63%
58%
Filing Systems, Storage & Equipment
Premise & X-Series Files
63%
58%
Filing Systems, Stora e & Equipment
X-Series Peds
63%
58%
Filing Systems, Stora e & Equipment
950 Fls, Plcs Fs Stl, IF Lat Fls & Psts
63%
58%
Filing Systems, Storage & Equipment
V-Series Files & Peds
63%
58%
Filing S stems, Storage & Equipment
Active Storage
53%
48%
OTHER RELATED PRODUCTS
VERIFIABLE MANUFACTURER'S LIST
PRICE CATALOG NAME - APRIL 2019
DROP SHH'
INSIDE
DELIVERY
Walls
Enclose
55%
50%
Walls
Walls Adaptable Components
55%
50%
Walls
Walls Glass
55%
50%
Haworth Collections & Healthcare
Haworth Collection - Haworth
41 %
36%
Haworth Collections & Healthcare
Healthcare
57%
52%
Haworth Collections & Healthcare
Harbor Work Loun eTM
50%
45%
Haworth Collections & Healthcare
Haworth Collection - Pablo Designs
15%
10%
Haworth Collections & Healthcare
Haworth Collection - Capp, Cass, P Frau
15%
10%
Haworth Collections & Healthcare
Haworth Collection - GAN
10%
5%
Haworth Collections & Healthcare
Haworth Collection - JANUS et Cie
15%
10%
Haworth Collections & Healthcare
BuzziS ace
35%
30%
Accessories & Technology
Locks
71 %
66%
.Accessories & Technology
Technology Products
55%
50%
.Accessories & Technology
Ergotron Accessories
1 48%
43%
Accessories & Technology
DataThing
40%
35%
Accessories & Technology
Jump Stuff
41%
36%
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
HAWORTH - CONTRACT 2020000606
EXHIBIT A - PRICING SHEET
2. OPTION #1- FIXED PERCENTAGE (%) DISCOUNT ON INSTALLATION
SERVICES:
Basic Installation - Normal Hours
10%
Basic Installation - After Hours
15%
Expanded Installation - Normal Hours
18%
Expanded Installation - After Hours
27%
OPTION #2 - FIXED HOURLY RATE RANGE FOR INSTALLATION AND
OTHER ADDITIONAL SERVICES AND SOLUTIONS:
Basic Installation - Normal Hours
$28 - 36
Basic Installation - After Hours
$39 - $54
Expanded Installation - Normal Hours
$35 - $45
Expanded Installation - After Hours
$52.5 - $67.5
Design
$28 - $36
Project Management
$35 - $45
Asset Management
$18 - $28
Refurbishment
$32 - $42
3. FIXED MONTHLY RATE FOR STORAGE OPTIONS:
STANDARD FIXED MONTHLY RATE
MONTHLY RATE /
MONTHLY RATE /
FT
FT
Negotiable per location
$1.25
$1.95
.4. PRICING INCENTIVES BEYOND THE STANDARD DISCOUNT:
ADDITIONAL
DESCRIPTION
PERCENTAGE (%)
DISCOUNT
Accessories & Technolo List Volume > $10,000)
1 - 4%
Seating (List Volume >$25,000)
1 - 4%
Haworth Collection & Healthcare (List Volume > $50,000)
1 - 4%
Storage and Tables (List Volume > $50,000)
1 - 4%
Systems List Volume > $100,000)
1 - 4%
Walls and Wood (List Volume > $100,000)
1 - 4%
Haworth is offering low first tier pricing with negotiable discount ranges established,
based on individual product list volume.
In addition, we will offer a Sole Source pricing option to any OMNIA participating
agency that selects Haworth as its sole source provider within the terms of the
OMNIA contract. This option will provide deeper discounts than the standard
OMNIA contract and would require agencies to sign an agreement acknowledging
Haworth as their single source provider.
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
EXHIBIT B — SCOPE OF SERVICES
1.1 General Scope.
The City is requesting the broadest selection of Office, Education, Classroom and
Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of
this RFP is to provide the City and Participating Public Agencies with Products and Services
to meet their various needs. Therefore, Companies should have demonstrated experience in
providing Products and Services as defined in this RFP, including but not limited to the
following:
• Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines,
and accessories available from the Company;
• Freestanding Furniture: A complete and comprehensive catalog of all case goods,
furniture, (including folding and mobile) desks, tables, and available from the Company;
• Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs,
tandem seating and other general seating available from the Company;
• Filing Systems, Storage and Equipment: A complete and comprehensive catalog of
filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and
equipment and accessories available from the Company; and
a Related Products, Support Services and Solutions: Related office interior products and
design, "Quick Ship", design and layout, fabric and color design services, installation,
systems furniture reconfiguration, assessment tools, and any other related products and
services or solutions offered by the Company.
1.2 Product Standards and Guidelines.
All products must be manufactured in compliance with all standards including warning labels
and safety devices, guard and equipment required to meet the safety standards recognized by
industry safety, councils or organizations to establish safety standards such as Occupational
Safety and Health Administration (OSHA), National Fire Protection Association (NFPA),
National Institute of Occupational Safety and Health (NIOSH), American National Standards
Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environmental Protection Agency
(EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product
proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment.
Additionally, applicable products must meet the following specific standards:
• ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations)
• CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead -Containing Paint)
• ANSI/BIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Seating), X5.5 (Desk
Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard)
• California Air Resources Board (CARB) (Formaldehyde Emissions)
• California Proposition 65 (Lead and Other Toxic Substances)
• California Bureau of Electronic and Appliance Repair, Home Furnishings, and Thermal
Insulation (BHFTI) (Technical Bulletin 117)
All Products offered must be new, unused, latest design and technology unless otherwise
specified.
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
1.3 Pricing.
The Company's firm fixed percentage (%) discount off a manufacturer price list for each
category (defined in Section 1.1) for the life of the contract as Exhibit A.
Prices include manufacturer mark up, profit, item cost and storage to allow each customer the
ability to calculate and verify discount.
1.3.1 Delivery.
The fixed percentage discount is based on the delivery requirements below:
1.3.1.1 Drop Ship: All deliveries shall be delivered to the site. City or Participating
Public Agency is responsible for unloading.
1.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved
to a designated area in the building. Company is responsible for unloading.
1.3.2 Installation.
The fixed percentage discount, fixed hourly rate, or an hourly rate range is based on the
installation requirements below:
1.3.2.1 Basic Installation: Basic installation includes inside delivery, uncrating,
assembly, installation, removal of all debris from premises, installation
documents and the bill of materials per the purchaser's approved plan and
specifications.
1.3.2.2 Expanded Service Installation: Expanded service installation includes basic
installation; field measurements surveyed, documented and coordinated;
electrical and telecommunication/data in -feed locations are surveyed,
documented and coordinated; attend required coordination meetings with
purchaser and other contractors; and creation and implementation of punch list
by project manager.
1.3.2.3 Normal Hours: Normal hours are defined as 7:00 am — 5:00 pm local time.
1.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays.
1.3.2.5 Pricing for installation and services such as design, project management, asset
management, refurbishment, and other services are priced at a fixed percentage
discount, fixed hourly rate, or an hourly rate range for City and all Participating
Public Agencies and/or by state.
1.3.2.5.1 Design: Company has the capability to recommend and design
appropriate layouts to fit the need of the City and Participating Public
Agencies.
1.3.2.5.2 Project Management: Company has the ability to provide project
management services to help City and Participating Public Agencies
complete their projects on -time and within budget.
1.3.3 Storage is priced at a fixed monthly rate or a monthly rate range.
1.3.4 Pricing for any additional related products, services and solutions offered are defined in
Exhibit A.
All Products provide under this Contract that require assembly and installation should be
performed by the Company's certified installers. All installation work must meet the
manufacturer's specifications and industry standards. Company provided the names and
addresses of each certified installer, see Exhibit C — Form 6.
All work must be performed according to the standards established by the terms, specifications,
and drawings for each project and meet the manufacturer's specifications and industry
standards. It shall be the obligation of the Installer to obtain clarification from the Project
25
DocuSign Envelope ID: 4F25F81 E-F03A-4632-87213-C62C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
Coordinator concerning questions or conflicts in the specifications and drawings in a timely
manner as to not delay the progress of the work.
1.4 Price Adjustments.
All proposed pricing shall remain firm for the first year of the subsequent Contract through
December 31, 2020. Companies may request price adjustments (increases/decreases) for
consideration at least sixty (60) days prior to each anniversary of the Contract effective date.
All requests must be submitted in writing to City of Charlotte City Procurement along with
documentation of bona fide materials and labor increases for the cost of Products. No
adjustment shall be made to compensate a Company for inefficiency in operation or for
additional profit. Price decreases shall be accepted at any time during the term of the contract.
1.5 Environmental Purchasing Requirements.
The following are applicable items covered by the City's Sustainable Purchasing Policy that
must be accommodated by the Company:
Product or
Examples
Environmental Attributes
Service
Furniture
Desks, chairs, tables,
Recycled content, recyclability, end
bookshelves
of life management
Companies provided its environmental attributes in Exhibit C — Form 10.
1.6 New Products and Services.
New Products and Services may be added to the resulting Contract(s) during the term of the
Contract by written amendment, to the extent that those Products and Services are within the
scope of this RFP and include, but will not be limited to, new Product added to the
manufacturer's list offerings, and services which reflect new technology and improved
functionality. All requests are subject to review and approval of the City of Charlotte.
1.7 Safety.
All Companies and installers or subcontractor performing Services for the City of Charlotte
and Participating Public Agencies are required and shall comply with all Occupational Safety
and Health Administration (OSHA), State and County Safety Occupational Health Standards
and any other applicable rules and regulations. The Company and subcontractors shall be held
responsible for the safety of their employees and any unsafe acts or conditions that may cause
injury or damage to any persons or property within and around the work site area under this
contract.
1.8 Warranty.
In Exhibit C — Form 4, the Company addressed each of the following:
1.8.1 Applicable warranty and/or guarantees of furniture and installations including any
conditions and response time for repair and/or replacement of any components during
the warranty period.
1.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of
substantial completion.
1.8.3 Availability of replacement parts.
1.8.4 Life expectancy of furniture under normal use.
1.8.5 Detailed information as to proposed return policy on all furniture.
KI
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
EXHIBIT C - PROPOSAL RESPONSE FORMS
CONTRACT #: 2020000606
VENDOR #: 304468
Pal
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
REQUIRED FORM 2 — ADDENDA RECEIPT CONFIRMATION
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Please acknowledge receipt of all addenda by including this form with your Proposal. All addenda will be
posted to the NC IPS website at www.i s.state.nc.us and the City's Contract Opportunities Site at
http:llcharlottenc.gov[Doi ngBusineu/PAMs/Contr2clOppgrtunities.asix.
ADDENDUM #: DATE ADDENDUM
DOWNLOADED FROM NC IPS:
1 9 Jul 19
3
I certify that this proposal complies with the Specifications and conditions issued by the City except as
clearly marked in the attached copy.
Matthew Corl
(Please Print Name) Date
err
Authorized Signature
Manager Business Segments
Title
Haworth, Inc.
Company Name
FURNITURE. INBTALLATIONAND RELATED PRODUMANDSERVIC U
Rt-P* 269-2019-105 JUNE 19. 2019
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
REQUIRED FORM 3 — PROPOSAL SUBMISSION FORM
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
This Proposal is submitted by.
Company Name: f 7Q W
Representative (printed): 9 Gw &O-r
Address: ootp— 40'wo'
City/State/Zip: "11 p /1Q44 d /Y-Z7` 3
Email address: _► 4 Aff`, C [Pr+ f (&h-4 W0rA , Cor"
Telephone: --61k - 34 3 -
(Area Code) Telephone Number
Facsimile:
(Area Code) Fax Number
The representative signing above hereby certifies and agrees that the following information is correct:
I. In preparing its Proposal, the Company has considered all proposals submitted from qualified,
potential subcontractors and suppliers, and has not engaged in or condoned prohibited
discrimination.
2. For purposes of this Section, discrimination means discrimination in the solicitation, selection, or
treatment of any subcontractor, vendor or supplier on the basis of race, ethnicity, gender, age or
disability or any otherwise unlawful form of discrimination. Without limiting the foregoing,
discrimination also includes retaliating against any person or other entity for reporting any incident
of discrimination.
3. Without limiting any other provision of the solicitation for proposals on this project, it is understood
and agreed that, if this certification is false, such false certification will constitute grounds for the
City to reject the Proposal submitted by the Company on this Project and to terminate any contract
awarded based on such Proposal.
4. As a condition of contracting with the City, the Company agrees to maintain documentation
sufficient to demonstrate that it has not discriminated in its solicitation or selection of
subcontractors. The Company further agrees to promptly provide to the City all information and
documentation that may be requested by the City from time to time regarding the solicitation and
selection of subcontractors. Failure to maintain or failure to provide such information constitutes
grounds for the City to reject the bid submitted by the Company or terminate any contract awarded
on such proposal.
5. As part of its Proposal, the Company shall provide to the City a list of all instances within the past
ten years where a complaint was filed or pending against the Company in a legal or administrative
proceeding alleging that the Company discriminated against its subcontractors, vendors or
FGRN MAF_ IMSTA1.LAY10NAND RFJ.ArFDPR017L'C'1TANDSERVICES
RrN 26SE-2019-105 JUNE 19, 2019
30
29
DocuSign Envelope ID: 4F25F81E-F03A-4632-872B-CB2C472D9E74
suppliers, and a description of the status or resolution of that complaint, including any remedial
action taken.
6. The information contained in this Proposal or any part thereof, including its Exhibits, Schedules,
and other documents and instruments delivered or to be delivered to the City, is true, accurate, and
complete. This Proposal includes all information necessary to ensure that the statements therein do
not in whole or in part mislead the City as to ,any material facts.
7. None of Company's or its subcontractors' owners, employees, directors, or contractors will be in
violation of the City's Conflict of Interest Policy for City, Secondary and Other Employment
Relationships (HR 13) if a Contract is awarded to the Company.
8, it is understood by the Company that the City reserves the right to reject any and all Proposals, to
make awards on all items or on any items according to the best interest of the City, to waive
formalities, technicalities, to recover and resolicit this RFP.
9. This Proposal is valid for one hundred and eighty (180) calendar days from the Proposal due date.
1, the undersigned, hereby acknowledge that my company was given the opportunity to provide
exceptions to the Sample Contract as included herein as Section 9. As such, I have elected to do the
following:
,r/ ] ��
XInclude exceptions to the Sample Contract in the following section of my Proposal:
r(7r1
Not include any exceptions to the Sample Contract.
1, the undersigned. hereby acknowledge that my company was given the opportunity to indicate any Trade
Secret materials or Personally Identifiable Information (" PII") asdetailed in Section 2.6.2.1 understand that
the City is legally obligated to provide my Proposal documents, excluding any appropriately marked Trade
Secret information and PH, upon request by any member of the public. As such, my company has elected
as follows:
The following, section(s) of the of the Proposal are marked as Trade Secret or Pll:
No portion of the Proposal is marked as Trade Secret or PI 1.
Representative (sighed):
FURNIl L'RF._ 1NSTA11r1TlON.!ND RFI-ATFD PRODUCTS AND SF.RYICF.S
RrP# 20-2019-10 IUNE 19.2019
31
30
DocuSign Envelope ID: 4F25F81 E-F03A-41332-872B-C62C472ME74
REQUIRED FORM 4
DELIVERY AND WARRANTY
Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting
delivery: Haworth's normal delivery times vary according to product line; and may be impacted by other
factors such as product mix and location. Haworth defines lead time as manufacture time plus transit time,
and publishes a lead guide weekly with times broken down by product. A copy of the most recent lead
time guide is included in our response on the following pages as supplemental information along with
expedited delivery options.
Warranty: Company must detail the following:
a. Applicable warranty and/or guarantees of furniture and installations including any conditions and
response time for repair and/or replacement of any components during the warranty period.
b. Warranty period start date. The City of Charlotte desires the warranty start at the time of
substantial completion.
c. Availability of replacement parts.
d. Life expectancy of furniture under normal use.
e. Detailed information as to proposed return policy on all furniture.
31
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 4 - DELIVERY - SUPPLEMENTAL INFORMATION
6. Delivery: Company must state the normal delivery time (in calendar days) and any
options for expediting delivery.
Haworth's standard lead times vary according to product line. Standard lead times are
published weekly to our entire distribution network and are very reliable. We commit to
our published lead times, we expedite orders upon request when possible, and we provide
clients the solutions they need and expect. Haworth and its dealers often discuss customer
expectations well before the order is formally placed. This aids everyone in scheduling,
producing, and delivering the product when it is needed. Haworth's lead time guide
includes manufacture time as well as transit time. An example of our most recent lead
time guide is included on the following page.
Changes in project schedules are sometimes inevitable, and Haworth understands the
need for flexibility. As soon as a need is identified, Purchasing Entities will contact the
Project Manager at the Haworth dealership handling the account. Working cooperatively,
the Haworth/dealer team will evaluate possible options and scenarios to arrive at the
solution that best meets the customer's immediate needs. Solutions may include
accelerating the shipment of an existing order or placing a RUSH order for product not yet
ordered. Our team will also investigate additional avenues, such as modifying the
installation schedule or providing loaner product. We take a team approach to providing
You with the best option for the specific problem at hand.
RUSH, Haworth's short lead time program, provides customers the option of ordering
selected products with accelerated manufacturing times. Products and finishes that are
available as part of the RUSH program are denoted with a designated symbol on our
website and in our price lists. RUSH orders leave Haworth within 10 business days of order
acceptance. RUSH is a premium service, and discounting for products ordered via RUSH
are typically four discount points lower.
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DocuSign Envelope ID:4F25F81E-F03A-4B32-872B-CB2C472D9E74
Required Form 4 - WARRANTY - SUPPLEMENTAL INFORMATION
7. Warranty: Company must detail the following:
a. Applicable warranty and/or guarantees of furniture and installations including any
conditions and response time for repair and/or replacement of any components during
the warranty period.
Haworth has one of the strongest quality programs in the industry. We offer Limited Lifetime
Warranty coverage which includes both parts and labor. Haworth also has a team of full-time
Technical Representatives located in each region who will investigate any quality issues on -
site, and make sure warranty claims are approved and processed quickly. Haworth takes
warranty correction seriously and works diligently to resolve issues to our customers'
complete satisfaction. All warranty claims are tracked through a Field Problem Report
process, which allows our field technicians to closely monitor issues. Should a systemic
product issue be identified, it is swiftly corrected, enabling Haworth to keep warranty claims
to a minimum.
Regional dealers will manage all warranty and service requests with support from Haworth.
When a product issue, warranty need, or other service request is communicated, the
Haworth Command Center will begin the resolution process. Dealers will commit to
responding to all service calls within 24 hours of receiving the request. Often, a diagnosis
can be made via phone call or email exchange, eliminating the need for a visit entirely. If a
site visit is required however, it will be scheduled as soon as possible at the customer's
convenience. In either scenario, however, any issue presenting a safety risk will be
responded to immediately. If the product is not useable, a plan will be developed to provide
temporary alternatives until a permanent solution is found.
The steps involved in each scenario are outlined below:
Warranty Process A: Diagnosis made via phone, email, or on -site dealer inspection
• Discovery - customer contacts dealer Project Manager with notification of issue
• Diagnosis - if immediate diagnosis can be made and service parts are in stock, dealer will
schedule service work at customer's earliest convenience. If parts are not in stock, an
order will be generated and expedited through Haworth customer service.
• Repair or Replace - Service technician repairs or replaces product on -site as scheduled
with customer. For warranty issues that require parts to be ordered, Dealer will advise
customer on expected ship date and will schedule repair accordingly.
s
PHAWOHTH°c !f'f.XK'!
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 4 - WARRANTY - SUPPLEMENTAL INFORMATION
7a. Applicable warranty and/or guarantees of furniture and installations including
any...
(continued)
Warranty Process B: Diagnosis cannot be made via phone, email, or on -site dealer
inspection
• Discovery - customer contacts dealer Project Manager with notification of issue
• Site Visit - if immediate diagnosis cannot be made, dealer's service technician is
scheduled to visit at a time convenient to customer
• Diagnosis - if the service technician can make a diagnosis during visit, parts are
immediately ordered, and customer is notified when they arrive. If a diagnosis cannot
be made, the product is brought back to dealer for further review.
• Repair or Replace - If issue can be corrected via repair, customer is notified when parts
arrive, and product is repaired on -site at customer's earliest convenience. If product
must be replaced, an order- will be generated and expedited through Haworth's
customer service team and delivered to customer upon receipt.
In either scenario, any issue presenting a safety risk will be responded to immediately. If
the product is not useable, a plan will be developed to provide temporary alternatives
until a permanent solution is found.
b. Warranty period start date. The City of Charlotte desires the warranty start at the time
of substantial completion.
Haworth's warranty start date is always based upon the manufacture date, as this is the
only way to verify the age of a product if there are issues in the future. Unlike mass
produced products that may sit in warehouses for months before being purchased,
Haworth products are built to order so the products you receive come with the assurance
that they are newly manufactured. Due to the strength and duration of Haworth's limited
lifetime warranty, the difference between the time of manufacture and time of
substantial completion - even it is several months - is not significant enough to appreciably
impact the protection granted by the warranty. Haworth values its customers and builds
relationships based on trust. In the rare event that a product defect was identified within
a very short period outside of the warranty program, we will always work with your
organization to reach a suitable solution.
b. Availability of replacement parts
To alleviate potential down time due to the need for small repairs, all dealers will commit
to keeping frequently replaced parts in stock (such as keys, casters, arrn caps) as well as
base feeds and small electrical parts to quickly fix or prepare a site for installation. Small
replacement stock is often delivered and replaced on the same day it is requested.
0
PNE HAWOFTH-
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
Required Form 4 - WARRANTY - SUPPLEMENTAL INFORMATION
7a. Applicable warranty and/or guarantees of furniture and installations including
any...
(continued)
Warranty Process 6: Diagnosis cannot be made via phone, email, or on -site dealer
inspection
• Discovery - customer contacts dealer Project Manager with notification of issue
• Site Visit - if immediate diagnosis cannot be made, dealer's service technician is
scheduled to visit at a time convenient to customer
• Diagnosis - if the service technician can make a diagnosis during visit, parts are
immediately ordered, and customer is notified when they arrive. If a diagnosis cannot
be made, the product is brought back to dealer for further review.
• Repair or Replace - If issue can be corrected via repair, customer is notified when parts
arrive, and product is repaired on -site at customer's earliest convenience. If product
must be replaced, an order will be generated and expedited through Haworth's
customer- service team and delivered to customer upon receipt.
In either- scenario, any issue presenting a safety risk will be responded to immediately. If
the product is not useable, a plan will be developed to provide temporary alternatives
until a permanent solution is found.
b. Warranty period start date. The City of Charlotte desires the warranty start at the time
of substantial completion.
Haworth's warranty start date is always based upon the manufacture date, as this is the
only way to verify the age of a product if there are issues in the future. Unlike mass
produced products that may sit in warehouses for months before being purchased,
Haworth products are built to order so the products you receive come with the assurance
that they are newly manufactured. Due to the strength and duration of Haworth's limited
lifetime warranty, the difference between the time of manufacture and time of
substantial completion - even it is several months - is not significant enough to appreciably
impact the protection granted by the warranty. Haworth values its customers and builds
relationships based on trust. In the rare event that a product defect was identified within
a very short period outside of the warranty program, we will always work with your
organization to reach a suitable solution.
b. Availability of replacement parts
To alleviate potential down time due to the need for small repairs, all dealers will commit
to keeping frequently replaced parts in stock (such as keys, casters, arm caps) as well as
base feeds and small electrical parts to quickly fix or prepare a site for installation. Small
replacement stock is often delivered and replaced on the same day it is requested.
0
PNC HAWO�TH-
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 4 - WARRANTY - SUPPLEMENTAL INFORMATION
7d. Life expectancy of furniture under normal use.
Industry standards define a lifetime as ten years of normal use. Because Haworth technicians
and field personnel actively service the product we sell, we know that the actual lifetime of
many of our products surpasses that ten-year standard. Haworth designs product to
ANSI/BIFMAI standards, which are based on an assumption of ten years of 40 hours per week
use. Because Haworth knows its products are typically used for more than a single shift, our
product testing, in most cases, goes beyond the industry standards, sometimes testing more
than 3 times the amount required by the standard. We also monitor product performance in
the workplace, which allows Haworth to adjust its designs to meet market needs.
Once designed and tested, however, many factors influence the actual useful lifetime of a
product. In the list below, the higher the impact or presence of the factor, the shorter the
lifespan past the standard of ten years.
1. Use more than 8 hours per day
2. Churn rate involving furniture moves over 40°
3. Dirty or dusty environments; direct exposure to sunlight
4. Lack of maintenance
5. Nigh traffic or motion areas
6. Exposure to chemical or abrasive agents
7. Weight bearing more than testing standards
e. Detailed information as to proposed return policy on all furniture.
Haworth Product Returns
Haworth products are manufactured to custorner orders. We do not stock or otherwise
inventory product. Because products are made to order, our return policy is strict, and each
request is evaluated on a case -by -case basis. Restocking fees and return freight cost may be
applied, depending on circumstances. Haworth's policy is to accept product returns which
are shipped as a result of a Haworth error. All returns are processed through the servicing
dealer. We value our customers, and it is our goal to ensure their complete satisfaction with
their purchase and procurement experience. If you are less than satisfied with a Haworth
product, we, along with our dealers, will always work with your organization to find a
solution that will ensure your satisfaction.
PE" IC HAWO�TH`
�.-.1 1 WP MM
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Effective: January 1, 2019
Great Expectations
You have them as a Haworth customer and so do we. And because we value our
customers, we cover our products with this Product Compatibility and Limited
Warranty Policy.
OUR COMMITMENT TO PRODUCT COMPATIBILITY — INTEGRATED PRODUCT PLATFORMS
As a market leader in the design and manufacture of workspaces that adapt to change, we strive to maintain product
compatibility within our various generations of integrated product platforms. This benefits the customer who desires to
update or modify their work environment. It also benefits the customer needing to replace a product due to damage or
other reasons but which is no longer manufactured or is otherwise unavailable, such as a fabric or finish that is discontinued
because of changing market preferences. In both circumstances, we often can provide products with comparable
function and performance.
OUR COMMITMENT TO PRODUCT QUALITY — THE HAWORTH NORTH AMERICA LIMITED WARRANTY
To ensure customer satisfaction and peace of mind, we stand behind our products with the following Haworth
North America Limited Warranty ("Limited Warranty").
What Products are Covered?
This Limited Warranty applies to new products manufactured by Haworth, Inc. or Haworth, Ltd. (individually,
"Haworth") after January 1, 2019 that are sold to an end -user purchaser by Haworth or an Authorized Haworth
Dealer ("Covered Products"). Covered Products also include new products manufactured by a company other
than Haworth after January 1, 2019 that are sold to an end -user purchaser by Haworth or an Authorized
Haworth Dealer as part of the Haworth Collection line of products, but only if such products are
specifically listed below in the "What are the Warranty Periods? - Haworth Collection of Products" section
of this Limited Warranty. For products manufactured on or before January 1, 2019, please refer to the
applicable Haworth warranty published in the Haworth North America Price List when the product was
purchased or contact your local Authorized Haworth Dealer.
In this Limited Warranty, the terms "us," "we," "our" and similar terms refer to Haworth, and an end -user purchaser
refers to the first person who purchases a Covered Product for such person's own internal use and not for resale or
distribution.
The following products are excluded from the definition of "Covered Product" and not covered by this Limited Warranty,
and neither Haworth nor its affiliates will have any obligation or liability relating to them: (a) software; (b) consumable
items, such as batteries and bulbs/lamps; (c) the customer's own material (COM), or any material specified by the
purchaser that is not a standard Haworth product offering, such as Haworth Alliance fabrics, (d) other than Haworth
Collection products not manufactured by Haworth as described above, any item manufactured by a third party from
whom Haworth purchases the item for resale without incorporating it into a Haworth product as a component or
part (in those situations, if the purchaser is not a direct beneficiary of the manufacturer's warranty, then
Haworth will assign to the purchaser any warranty that the manufacturer provides, to the extent the warrAty is
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Effective: January 1, 2019
assignable), and (e) Ergotron® products included in the Accessories North American Price List, regardless of whether
incorporated into a Haworth product as a component or part (if the purchaser is not a direct beneficiary of any applicable
Ergotron® warranty, Haworth will assign such warranty to the purchaser, to the extent assignable).
What Problems are Covered?
Subject to the terms of this Limited Warranty, Haworth warrants to the end -user purchaser of a Covered Product that the
Covered Product, at the time of purchase, will be free of any defect in design or workmanship that materially impairs the
performance or functionality of the Covered Product under normal use (a "Defect"). This warranty is for 24-hour / 7-day
multiple shift use of the applicable Covered Product; for seating products, such use is by individuals up to
325 lbs. In this Limited Warranty, normal use means use of a Covered Product in accordance with all of the following: (a)
Haworth's standards instructions, guidelines and recommendations for that Covered Product; (b) if the Covered Product is
part of the Haworth Collection and not manufactured by Haworth, then the applicable manufacturer's standard
instructions, guidelines, and recommendations for that Covered Product; and (c) applicable laws, rules, regulations and
ordinances.
A Defect excludes, and Haworth and its affiliates will not have any responsibility or liability for, the following: (a) normal
wear and tear; (b) any damage, wear or failure of the Covered Product that occurs during transport of the
Covered Product, or that is caused by improper use, care or maintenance of the Covered Product or by an act
of God or other event outside of Haworth's reasonable control; (c) the natural variation of color, grain or texture
found in wood and leather; (d) the natural aging of materials such as wood, fabric and leather which results in
colors changing over time or during use; (e) dye lot variations in fabric, leather or wall coverings; (f) the natural
patina of leather during use; (g) "puddling" or wrinkling of fabrics, leather, or faux leather; (h) reverse crocking of
dyes from clothing onto seating materials; (i) scratches, dents, abrasions or other surface damage to Hoop products; (j)
change in color (including fading) or other surface effects resulting from exposure to chemicals (such as chemicals in
cleaning solutions) or exposure to sunlight or other sources of ultraviolet rays; or (k) any damage, wear or failure of the
Covered Product caused by the integration or use of any non -Haworth materials, components, devices or other products
into or with any Covered Product.
What Remedies are Available?
If a purchaser makes a valid claim under this Limited Warranty for a Defect to a Covered Product, Haworth, at its
option, will either (a) repair the Covered Product at Haworth's cost, (b) replace the Covered Product at Haworth's
cost with a new or refurbished product with comparable function and performance, or (c) refund or credit the
purchase price of the Covered Product (excluding taxes, duties, fees and other amounts). All repair and
replacement work will be performed by Haworth or a third party engaged by Haworth to perform the specific
repair or replacement work relating to the Defect; repair or replacement work performed by any other person will
void this Warranty. Haworth will not be responsible for any cost or expenses incurred by the purchaser relating to
repair or replacement of a Covered Product due to a Defect, including without limitation freight, insurance,
inspection, storage and similar costs and expenses. Any Covered Product that is replaced or whose purchase price
is refunded or credited will become the sole and exclusive property of Haworth.
2
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Effective: January 1, 2019
What Conditions Apply?
All the following conditions must be satisfied to make a valid claim under this Limited Warranty for a Defect to a
Covered Product:
the purchaser must have notified Haworth in writing of the Defect within 30 days after the purchaser first
learns or has notice of the Defect, and in any event not later than three (3) business days after the last day
of the applicable warranty period; all such notices must be sent to Haworth at One Haworth Center, Holland,
Michigan 49423, Attention: Customer Service/ Warranty Claims;
the purchaser must provide original Haworth order number and have fully complied with all instructions,
requirements, and directions provided by Haworth, an Authorized Haworth Dealer or their respective agents
regarding (a) the inspection, preservation or safeguarding of the Covered Product and (b) the transportation
and delivery of the Covered Product to Haworth or, if directed by Haworth, to an Authorized Haworth Dealer
or other party;
■ the Covered Product must have been installed by Haworth or an installer certified by Haworth to install that
Covered Product;
• all prior repairs of the Covered Product must have been performed by Haworth or an installer certified by
Haworth to install that Covered Product;
■ the repair of the Defect of the Covered Product pursuant to this Warranty must be performed by Haworth or
a third party engaged by Haworth to perform the specific warranty -repair work;
• at all times the Covered Product must have been located in a building that is (a) dry, fully closed -in and
protected from the natural elements, and (b) adequately heated, ventilated and air conditioned to maintain an
internal temperature between 40°F and 90°F (4°C and 32°C) and relative humidity levels between 25% and 55%;
• the Covered Product must not have been modified, and the purchaser must have used and maintained the
Covered Product in full conformity with all of Haworth's written specifications, instructions and guides
regarding use, care and maintenance,
• if the Covered Product is replaced or its purchase price is refunded, all bills of sale, assignments, releases,
consents, approvals and other documents and/or actions required by Haworth to assign and transfer to
Haworth sole and exclusive title in the Covered Product, free and clear of all liens, claims and encumbrances,
must have been executed, delivered and/or made, as applicable; and
■ all other conditions and requirements in or arising under this Limited Warranty, applicable law or a written
agreement between Haworth and the purchaser, must have been fully satisfied.
40
DocuSigh Envelope ID: 4F25F81 E-F03A-41332-8726-CKC472139E74
Effective: January 1, 2019
What are the Warranty Periods?
A Covered Product's warranty period begins on the Covered Product's date of manufacture and ends on the
expiration of the time period identified below for that particular Covered Product. In addition, the warranty
period will automatically terminate at the time that the end -user purchaser ceases to solely own, possess, control
and use the Covered Product.
• Lifetime. Except for those Covered Products or related components or materials identified below as having a
different warranty period, the warranty period of a Covered Product is as long as the end -user purchaser continues
to solely own the Covered Product.
= Twelve (12) Years. The following Covered Products have a 12-year warranty period:
➢ seating products (framework, mechanisms,
seating foam, cylinders, mesh, seating
glides & casters, plastic components, and
non -gel arm caps)
➢ wood or wood -framed products
➢ Casegood mechanisms (hinges, slides, latches,
glides, casters, etc.)
Al Ten (10) Years. The following Covered Products have a 10-year warranty period:
➢ wall products (excluding soft -close door
mechanisms, wallcoverings, and glass)
➢ Power Base"' Electrical (excluding Power
Base Al and USB receptacles)
➢ thermally fused laminates
➢ Planes® and HopW height adjustable
product mechanisms'
➢ fixed task lighting (excluding ballasts and LED
lighting)
➢ products that are at any time used in a classroom or
educational environment (other than administrative
areas) except as limited or described below
➢ adjustable keyboard pads and monitor arms
➢ electrical (non-USB) and A/V accessories
• Five (5) Years. The following Covered Products have a 5-year warranty period:
➢ fabric scrims, fabric screens, vertical fabrics,
and wallcoverings
➢ fabrics rated Heavy Duty (A) under the
Association of Contract Textiles Guidelines
➢ leathers or faux leather
➢ vertical -use markerboard laminates
➢ user -adjustable work -surface mechanisms
➢ Power Base Receptacles with USB
➢ overhead storage unit slow -close mechanisms
➢ Reed PremierT"" LED lighting
➢ electronic ballasts used in task lighting
➢ glass used in Systems products (vertical &
horizontal) a
➢ Improv and X-99 gel arm caps
➢ work tools and systems accessories (e.g. laptop
holders and footrests)
➢ JumpT' height adjustable product mechanisms'
' Troubleshooting procedures provided by Haworth must be used to determine if a mechanism is defective, the associated
error code needs to be included in the Service Notification
2 The tempering process for glass results in stronger glass and allows it to fracture into smaller, less harmful pieces when
it breaks. Tempered glass often is referred to as "safety glass" because of this breakage feature. Although stronger, it is
still important to handle tempered glass with care and avoid impact damage. Small impurities introduced during the
tempering process or damage to edges during handling or use can result in spontaneous glass breakage at unpredictable
times and are excluded from warranty coverage.
4
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DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Effective: January 1, 2019
■ Three (3) Years. The following Covered Products have a 3-year warranty period:
➢ Power Base Al Electrical product
➢ workwareTI hardware products ➢ Hoop products (excludes surface damage such as
➢ painted MDF product scratches, dents, or abrasions)
➢ USB retrofit kits or products incorporating ➢ fabrics rated General Contract (a) under the
USB charging outlets (Except Power Base) Association of Contract Textiles Guideline
■ Two (2) Years. The following Covered Products have a 2-year warranty period:
➢ Walls soft -close door mechanisms
■ One (1) Year. The following Covered Products have a 1-year warranty period:
➢ horizontal use markerboard laminates ➢ mouse pad inserts
➢ acrylic tops/surfaces ➢ Translucent edging
➢ soft palm rests ➢ glass used in Walls product (refer to note 2 above)
➢ electronic locks ➢ OpenestT"' Plume Screens
■ Specific Product Lines.
➢ Tailored SolutionsTm. A Covered Product that is modified under Haworth's "Tailored Solutions" program will
have a warranty period that is the same as the standard catalog product that is modified; however, any material
modification of the standard catalog product's features, construction, function or aesthetics will have a 1-year
warranty period.
➢ Haworth Healthcare Products. The warranty period of a Covered Product within the Haworth Healthcare
line of products is as follows (textiles and coverings are not covered by this Limited Warranty):
• Five (5) Years.
✓ guest seating
■ Three (3) Years.
✓ standard glides
✓ standard casters
✓ patient room casegoods
✓ manual exam tables and
accessories
✓ exam room stools
✓ power exam tables and accessories
✓ overbed tables
5
■ Two (2) Years.
✓ gas cylinders
■ One (1) Year.
✓ Thermofoil and Kydex arm caps
✓ Thermofoil tops
✓ central locking casters
✓ recliner and lift chair motors
✓ motion mechanisms
✓ heat/massage
✓ recliner options
✓ modular exam base
✓ wall casegoods
42
DocuSign Envelope ID: 4F25F81 E-F03A-41332-87213-C62C472ME74
Effective: January 1, 2019
➢ Haworth Collection Products. The warranty period of a Covered Product within the Haworth Collection line
of products, including those manufactured outside of North America and sold to a customer based or
located in North America, is as follows (textiles and coverings are not covered by this Limited Warranty):
■ Twelve (12) Years. 0 Three (3) Years.
✓
Haworth seating products (framework,
✓
GAN products
mechanisms, seating foam, cylinders,
✓
JANUS et Cie seating frames and table frames
mesh, seating glides & casters, plastic
(excludes cushions, fabrics, frame finish, and glass)
components, and non -gel arm caps)
✓
Haworth wood or wood -framed
Two
(2) Years.
products
✓
Cappellini products imported from Europe
■ Five (5) Years.
✓
Cassina products imported from Europe
✓
Poltrona Frau products imported from Europe
✓
Cappellini products manufactured in
✓
BuzziSpace products
North America
✓
Haworth products imported from
One (1) Year.
Europe unless noted for shorter terms
✓
Pablo Designs products
✓
JANUS et Cie umbrellas and umbrella base
• Service Parts.
Haworth -authorized service parts installed on a Covered Product will be covered by this Limited Warranty for
the remaining balance of the warranty period for that Covered Product, so long as the service part was
installed by Haworth or an installer certified by Haworth to install that Covered Product.
GENERAL TERMS
This Product Compatibility and Limited Warranty Policy extends solely to end -user purchasers of Covered Products and not
to their successors, assigns, employees, agents or affiliates. This Policy is not assignable or transferable in whole or in part,
whether voluntarily, by operation of law or otherwise, and any purported assignment or transfer will be void.
All determinations regarding the scope, applicability and interpretation of this Policy, including without limitation the
satisfaction of and compliance with any of its conditions and requirements, will be made solely by Haworth in its discretion.
All such determinations made by Haworth will be final, non -appealable and binding on all persons.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, TO THE EXTENT ALLOWED BY LAW, HAWORTH
DOES NOT MAKE, AND IT EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, AS TO ANY PRODUCT OR SERVICE AND, IN PARTICULAR, DOES NOT MAKE, AND
EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE. ANY LEGALLY REQUIRED WARRANTY THAT MAY NOT BE DISCLAIMED WILL BE
LIMITED IN DURATION TO ONE (1) YEAR FROM THE DATE OF MANUFACTURE.
AS SET FORTH IN THIS POLICY, REPAIR OR REPLACEMENT, OR REFUND/CREDIT OF THE PURCHASE PRICE, AT
HAWORTH'S OPTION, OF A COVERED PRODUCT ARE THE EXCLUSIVE REMEDIES FOR ANY DEFECT TO THAT
COVERED PRODUCT OR ANY OTHER ISSUE RELATING TO ITS MANUFACTURE OR INSTALLATION. IN NO EVENT
43
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Effective: January 1, 2019
SHALL HAWORTH OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY IN TORT OR FOR ANY CONSEQUENTIAL, ECONOMIC,
INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, USE OR REPUTATION,
WITH RESPECT TO ANY COVERED PRODUCT OR ANY OTHER PRODUCT, WHETHER CAUSED BY, ARISING FROM OR
RELATING TO A DEFECT OR OTHERWISE.
Applies to U.S. only: Some states do not allow limitations on how long an implied warranty lasts or do not allow the
exclusion or limitation of incidental or consequential damages, so the limitations or exclusions in the immediately preceding
paragraph may not apply to a purchaser. This Limited Warranty gives the purchaser specific legal rights, and the purchaser
may also have other rights which vary from state to state.
[End of Document]
44
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
* %QWSEON
REQUIRED FORM 5 — M/W/SBE PARTICIPATION PLAN
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The City maintains a strong commitment to the inclusion of MWSBEs in the City's contracting and
procurement process when there are viable subcontracting opportunities.
Companies must submit this form with their proposal outlining any supplies and/or services to be provided
by each City certified Small Business Enterprise (SBE), and/or City registered Minority Business Enterprise
(MBE) and Woman Business Enterprise (WBE) for the Contract. If the Company is a City -registered
MWSBE, note that on this form.
Aggregate MWSBE Goal 10% for the City of Charlotte usage estimated to be $500,000 annually.
A list of current registered and certified MWSBEs can be found at www.charlottsbusinessiinclug2n.com,
Failure to submit this form shall deem a Proposal non -responsive.
Company Name:
Please indicate if your company is any of the following:
MBE WBE SBE X None of the above
If your company has been certified with any of the agencies affiliated with the designations above, indicate
which agency, the effective and expiration date of that certification below:
Agency Certifying:
Fffeutive Date: Expiration Date:
Identify outreach efforts that were employed by the firm to maximize inclusion of MWSBEs to be
submitted with the firm's proposal (attach additional sheets if needed):
Full response on following page
Identify outreach efforts that will be employed by the firm to maximize inclusion during the contract
period of the Project (attach additional sheets if needed):
Full response on following page
[Form continues on next page]
FURNITURE 1NSTALLATIONAND RELATED PRODUCTSANDSERrWE4
RFPd 269-2019-105 JUNK. 19, 2019
4495
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
List below all MWSBEs that you intend to subcontract to while performing the Services:
Subcontractor Name
Description of work or
materials
Indicate either "M",
"S" and/or "W"
City Vendor #
Synergy Installation Solut
ons Installation services
W
M/a
Pull response, including a
complete list of MWSBEs
within our national dealei
network, is listed
on following pages.
Representative (signed):
$-15 ^j 1
Date
Total MBE Utilization
0 0/o
Total WBE Utilization
10 %
Total SBE Utilization
0 %
Total MWSBE Utilization
10
Representative Name
FURNITURE, INS-rALLATIONANDRELATED PRODUCT-S.4NDSER6%CES
REPO 369 2019-105 JUNE 19, 2019
446
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 5 - M/W/SBE PARTICIPATION - SUPPLEMENTAL INFORMATION
Identify outreach efforts that were employed by the firm to maximize inclusion of
MWSBEs to be submitted with the firm's proposal.
While Haworth is neither a small business nor minority -owned, we have programs in place to
foster and implement supplier diversity. We sell and distribute our product through a robust
network of certified dealers, most of which are small businesses, and many of which fall
under MWVBE classifications including MBE, WBE, VBE, and SDVOSB. In addition, Haworth
actively seeks to increase the participation of minority, women -owned, and service disabled
veteran -owned businesses in our procurement process. We have an annual goal of striving for
a minimum of 1010 of dollars spent with minority suppliers, and we track these figures
monthly.
Identify outreach efforts that will be employed by the firm to maximize inclusion of
MWSBEs to be submitted with the firm's proposal.
We are committed to identifying, developing, and working with diverse dealerships and other
MWSBE suppliers and will continue current outreach efforts that will help our clients meet
their own diverse spend objectives.
List below all MWSBEs that you intend to subcontract to while Performing the Services:
For services to the City of Charlotte, Haworth and its dealer PMC Commercial Interiors will
partner with woman -owned firm, Synergy Installation Solutions in Charlotte, NC.
For services to other OMNIA Partners public agencies nationally, a complete listing of all
MWSBEs within our national dealer network is included on the following page. All dealers will
provide standard dealer services, including (but not limited to) design and specification,
product management, order services, installation, warranty and other post -installation.
Further, all Haworth dealers have the ability to subcontract with MWSBE businesses in their
areas, increasing OMNIA Partners' ability to meet its minority spend objectives, however, as
our dealers are independently owned and operated, we do not have access to the list of
vendors with whom they may subcontract.
s
C HAWOJ:,�TH-
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 5 - M/W/SBE PARTICIPATION - SUPPLEMENTAL INFORMATION
Subcontractor Name
Description of Work
Indicate either "M,"
"S," andlar "W"
Contract office Group, San Francisco and San Jose, CA.
Standard Services
All
Western Contract, Rancho Cordova, CA
Standard Services
S
Accent Office Interiors_, Tallahassee, FL
Standard Services
W, S
JC White Architectural Interiors, Miramar, FL
Standard Services
►A!
Office Concepts Ek Furniture Design, Gainesville, FL
Standard Services
M, S
Turnerboone Contract, Atlanta, GA
Standard Services
W
ItLini Supply, Forsyth, IL
Standard Services
W
Kayhan InternationaL, Ltd, Schaumburg, IL
Standard Services
M, W
L.ouer Facility Planning, Collinsville, IL
Standard Services
W
Cornmercial Office Environments, Indianapolis, 11f
Standard Services
W
encompas, Wichita, KS
Standard Services
InterSpace Ltd., Lexington, KY
Standard Services
W
Office Environment Company, Louisville, KY
Standard Services
W
KV Workspace, Mandeville, LA
Standard Services
W
ISCG, Royal Oak, MI
Standard Services
W
'SPACE, Inc:., Midland, MI
Standard Services
W, S
enaampas, Kansas City, MO
Standard Services
W
encompas - Nebraska, Omaha, tlB
Standard Services
W
Image Office Errvironmenits, Mountainside, PIJ
Standard Services
C
Meadows Office Furniture of NJ, Fairlawn, 14J
Standard Services
W
Contract Associates, Inc., Albuquerque, HM
Standard Services
W, M
Meadows Office Furniture, New York, MY
Standard Services
W
Elements IV Interiors, Dayton, OH
Standard Services
M, S
King_ Business Interiors, Inc. Columbus, OH
Standard Services
W
RCF Group, West Chester and Cleveland, OH
Standard Services
M
BurkeMICHAEL+, Pittsburgh, PA
Standard Services
W
Miner's of Columbia, Inc., Columbia, SC
Standard Services
W, S
Built for Dreams, Lubbock , TX
Standard Services
W
Business Interiors of Texas, Corpus Christi, TX
Standard Services
W
Facility Interiors, Carrollton, Dallas, Austin, Houston, TX
Standard Services
All
Facilifies Connection, EL Paso, TX
Standard Services
W
Omnifics, Alexandria, VA
Standard Services
M
Great Spaces, LLC, Seattle, WA
Standard Services
S
-Capitot Business Equipment, Inc., Charleston, WV
Standard Services
W
PNE HAWOj,:,�TH`°
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
MWSBE - SUPPLEMENTAL INFORMATION
PMC will subcontract with Synergy Installation Solutions, a Woman -owned, HUB certified
business. Synergy is a leader in its field, with a 25 year history serving customers in
Charlotte. With divisions also in Atlanta, Georgia and Detroit, Michigan, it is their
mission to provide clients with the ultimate experience in installation services. They are
committed to setting the standard for excellence in their industry in providing delivery,
installation, long-term support services and customer satisfaction.
Synergy shares PMC's philosophy of doing whatever it takes to meet customers' goals and
they have worked together in the past with outstanding results. Synergy works with a
focus and level of professionalism under a mandate of business ethics and moral
standards. Their factory -trained and uniformed installers guarantee the results their
customers expect. Synergy will provide lead installation services on all City of Charlotte
projects, with PMC providing dealer oversight and supervision.
r
J
Planes height adjustable tables and Very task chair
s
/�
111 �1NC: HAW0Jqz1TH"
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
_d „a STA7Z a
Section 7: Required Form 5' f
Supplemental Information - HUB
North Carolina
Department of Administration
Pat McCrory, Governor Office for Historically Underutilized Businesses
Bill Daughtridge, Jr., Secretary Dennis M. English, Jr., Asst. to the Secretary for
HUB Outreach
July 24, 2015
Lisa Tarr
Synergy Installation Solutions, LLC. (Woman Owned)
10709 Granite Street
Suite K
Charlotte, NC 28273
Dear Lisa Tarr:
The Office for Historically Underutilized Businesses (HUB Office) is pleased to inform you that your company is
now certified as a Historically Underutilized Business. Your firm is listed in the Statewide Uniform Certification
(SWUC) Program database. This certification will remain in effect for four (4) years from the date of this letter,
contingent upon submission of your 'Annual Status Update Affidavit' each year prior to your certification renewal
date. If you fail to submit the 'Annual Status Update Affidavit' your HUB Certification shall be Revoked.
You must notify the HUB Office in writing within 30 'days of any changes affecting your compliance with SWUC
Program eligibility requirements, including changes in ownership, day-to-day management and operational control.
Failure to notify the HUB Office of these changes or reapply for certification in a timely manner may cause your
HUB Certification to be revoked. Also, it is important to maintain current contact information such as address,
telephone number, and email address in the SWUC Program database.
The HUB Office collaborates with local Minority/Women/Small Business (M/W/SBE)Offices who offer assistance
to certified HUB firms with identifying contract opportunities with state and local government. Many of these
offices also offer assistance with business development. Please visit our website at www.doa.nc.gov/hub/swuc.htm
to locate the local office near you. Another great resource is the Small Business and Technology Development
Center at www.sbtdc.org for free personalized business assistance and counseling.
It is important to note that although your status as a certified HUB firm greatly improves your access to state and
local government contracts, this certification does not guarantee contract awards. Your ability to research
opportunities and bid competitively will be important to your success in this program.
Thank you for your interest and participation in the SWUC Program as a Historically Underutilized Business firm
with the State of North Carolina.
Sincerely,
Bradley Hicks
Bradley Hicks
Certification Specialist
Mailing Address: Location:
Office for Historically Underutilized Businesses Telephone (919) 807-2330 116 West Jones Street
Department of Administration Fax (919) 807-2335 Administration Building
1336 Mail Service Center State Courier #51-01-00 Suite 4109
Raleigh, NC 27699-1336 Raleigh, NC 27603
An Equal Opportunity/Affirmative Action Employer
50
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-C132C472D9E74
e J`siNess� i..�j� I(}N
CBI FORM 4: Letter of Intent
Per Part B, Section 3.4 of the CBI Policy, within three (3) Business Days after receiving a request from the City (or within such longer time as may be
communicated by the City In writing), a Bidder must submit a separate Letter of Intent for each SBE and/or MBE listed on CBI Form 3 and CBI Form
3A (if applicable).
Project Name: Furniture, Installation and Related Products and Services
Project Number: 269-2019-105
To be completed by the Bidder
Name of Bidder: e ee-
Address: e-vI yti 1e (r—
� 2�-�
Contact Person: VY�ceV IL S'�D v 0ii vl
telephone:
tt' �aVendor#: '3p
sL)ll5e, AL
Email: V*'eVL S1�> m
Fax:
7 ';�-G C) /"
to ba k-s
If the Bidder has entered Into a Quick Pay Agreement, In association with this Letter of Intent and as defined In the CBI Policy, please attach a copy
of the executed Agreement with the undersigned SBE and/or MBE.
Identify In complete detail the scope of work to be performed or Item(s) to be supplied by the SBE and/or MBE.
•t� i � �� �7 r� L' l 3� .�[ S f /� C� fir( E� r`c,/ ��• IrtJl C°C� S t � 1�
Y`U L-> J Liz12 YgV12
CC S A C� V`.e e G-U r n 7 (�
The prime contractor shall pay the subcontractor the committed goal of 10 96, of the monthly amount paid by the city.
To be completed by SBE end/or MBE
Name of SBE and/or MBE: C [1 kCA RIA S" t VVI S [ YJ C . Vendor#: 3 0 Q
Address: 1 V1 A l9 GY1 Gt i• N ii 2-$ Zg
Contact Person: \�RVI V\ 01 e Email: 1-dC10fUce coIiyieG} �, �gINIsIi Oln
Telephone: i7 j 011 0 U _ 1
Fax: () � oI - �f12 [�
Upon execution of a Prime Contract with the City for the above referenced project, the Bidder certifies that It Intends to utlllze the SBE and/or MBE
listed above, and that the description, cost and percentage of work to be performed by the SBE and/or MBE as described above is accurate. The
SBE and/or MBE firm certifies that it has agreed to provide such work/supplies for the amount stated above.
I\ - -
Bidder: % Date:
Si nature and 71t1e
5BE/ BE Irm:
�Clrcle one or both) Signature and Title Date: 12 - G
Version 11-2016
51
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form b - COMPANY'S BACKGROUND - SUPPLEMENTAL INFORMATION
Provide the names and addresses of each certified installer / subcontractor by
geographical area (continued)
In addition, most Haworth dealerships have certified and vetted installers on their staff. A
full list of our more than 300 US Preferred and Authorized dealers, along with their
locations, is included on the following page.
Poppy Lounge and Maori Conference seating
�I
`C HAWOHTH'
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
2019 US Dealers by Region
EASTERN REGION
Al ARAMA
Innerspaice Architectural Interiors, Birmingham
BERMUDA
Innovative Office Interiors, Hamilton
CONNECTICUT
John Watts Associates, East Hartford
Robert H. Lord Co., Manchester
FI nRIBA
NEW YORK
A.C. Desk Co., Inc., Mineola
Allstate Office Interiors, Inc., Buffalo
Bell Yorktown Inc., Bedford Hills
Buffalo Office Interiors, Inc., Buffalo
Key International, Inc., New York
Meadows Office Furniture, New York (WBE)
Standard Commercial Interiors, Albany
Syracuse Office Environments, Syracuse
Workplace Interiors, Fairport
WORKWELL PARTNERS, New York
Accent Office Interiors, Tallahassee (WBE, SDB)
NORTH CAROLINA
Florida Business Interiors, Inc., Lake Mary
Bumbargers, Inc, Hickory
Florida Business Interiors, Inc., Tampa
Innerspaice Architectural Interiors, Fort Walton Beach
Corporate Interiors & Sales, Fayetteville
JC White Architectural Interiors, Miramar* (WOB)
PMC Commercial Interiors, Charlotte*
Office Concepts & Furniture Design, Gainesville, (MBE, SDB)
PMC Commercial Interiors, Greensboro*
Office Environments 8 Services, Jacksonville*
PMC Commercial Interiors, Morrisville*
Professional Business Interiors, Asheville
GEORGIA
Loy's Office Supplies, LaGrange
McGarity's Business Products, Gainesville
Modern Business Systems, Inc., Augusta, GA
Office Images, Roswell
Turnerboone Contract Atlanta (WBENC)
LOUISIANA
KV Workspace, Mandeville (WOSB)
MAINE
Environments @ Work, LLC, Boston, MA
MARYI ANTI
Price Modern, Baltimore*
Price Modern of Washington, Lanham*
MASSACHUSETTS
Environments @ Work, LLC, Boston
MISSISSIPPI
Business Interiors, Ridgeland
Commercial Business Interiors, Inc., Hattiesburg
Sullivan's Office Supply, Inc., Starkville
NEW HAMPSHIRE
Office Interiors, Ltd., Dover
NEW JERSEY
Allstate Office Interiors, Inc., Hamilton
Bellia Office Furniture, Inc., Woodbury
Commercial Furniture Interiors, Inc., Mountainside
Image Office Environments, Mountainside (WBE, SDB)
Meadows Office Furniture of New Jersey, Fairlawn (WBE)
Millennium Office Solutions, LLC, Morristown
PENNSYLVANIA
Advanced Office Environments, Malvern
Advanced Office Environments, Philadelphia
BMC Office Furniture, Scranton
BurkeMICHAELt Pittsburgh (WBE)
Easley & Rivers, Inc., Monroeville
Office Environments, Inc., Bristol
Tanner of Pennsylvania, Inc., Harrisburg
Top to Bottom Interiors, Altoona
Transamerican Office Furniture, Inc., Philadelphia
Transamerican Reading, Reading
PUERTO RICO
Systronics, San Juan
RHODE ISLAND
Creative Office Environments, East Providence
SOUTH CAROLINA
Miller's of Columbia, Inc., Columbia (HUB, WBE, SBD)
PMC Commercial Interiors, Greenville
VERMONT
Office Environments, Inc., South Burlington
VIRGINIA
DDG, Inc., Fredericksburg (SDVOSB)
JMJ Corporation, Richmond
New Day Office Furniture, Inc., Suffolk
Omnifics, Alexandria (8a G, MBE)
Wytheville Office Supply, Inc., Wytheville
WEST VIRGINIA
Capitol Business Equipment Inc., Charleston (WBE)
Names in ITALICS indicate Haworth Preferred Dealers; all others are Haworth Authorized Dealers
Haworth Best -In Class Dealers
(8a G) 8(a) Graduate (SDB) Small Disadvantaged Business
(EDGE) Encouraging Diversity, Growth and Equity (SDVOSB) Service -Disabled Veteran -Owned Small Business
(HUB) Hub Zone (VOSB) Veteran -Owned Small Business
(MBE) Minority Business Enterprise (WBE) Women Business Enterprise
(NMDSC) National Minority Supplier Development Council (WBENC)Women's Business Enterprise National Council
(PEP) Procurement Enhancement Program (WOSB) Woman Owned Small Business
53
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
2019 US Dealers by Region
CENTRAL REGION
ARKANSAS NORTH DAKOTA
David Martin, Inc., Jonesboro Christiansons Business Furniture, Inc., Fargo*
Innerplan Office Interiors, North Little Rock* Norby's Work Perks, Grand Forks
Norman Company, Fort Smith Southwest Business Machines, Inc., Dickinson
IOWA
Triplett Corporate Interiors, Des Moines
Triplett Corporate Interiors, Dubuque
ILLINOIS
Business Office Systems, Carol Stream
Illini Supply, Forsyth (WBE, EDWOSB)
Kayhan Intl Ltd., Schaumburg* (WBENC, MBE)
Korte Co, Highland
Louer Facility Planning, Collinsville (WBE)
Ridders Business Supply Co., Inc., Quincy
Stiles Office Solutions, Inc., Carbondale
INDIANA
Commercial Office Environments, Indianapolis (WBE)
Intrascape, Inc., Fort Wayne
KANSAS
encompas, Wichita* (WMBE by WBENC)
KENTUCKY
InterSpace Ltd., Lexington (WBE)
Office Environment Company, Louisville (WBE)
MICHIGAN
AIREA, Farmington Hills
DBI Business Interiors, Lansing*
Interphase Interiors, Grand Rapids*
ISCG, Royal Oak* (WBE)
Michigan Office Environments, Kalamazoo
SPACE, Inc., Midland (WBENC, WOSB, SDB)
MINNESOTA
Fluid Interiors, Minneapolis*
MISSISSIPPI
Weatheralls, Tupelo
MISSOURI
encompas, Kansas City* (WMBE by WBENC)
Professional Office Environments, Maryland Heights*
NEBRASKA
encompas - Nebraska, Omaha* (WMBE by WBENC)
OHIO
Charles Ritter Co., Mansfield
Elements IV Interiors, Dayton (SDB, MBE, EDGE, PEP, 8(a)G)
Globe Business Interiors, West Chester
King Business Interiors, Columbus
(WBENC, EDGE, WOSB)
MyOffice Products, Akron
RCF Group, West Chester Township* (MBE, NMDSC)
RCF Group Cleveland, Cleveland* (MBE, NMDSC)
Supply Post Business Products, Cincinnati
OKLAHOMA
Furniture Marketing Group of Oklahoma, Oklahoma City
Workspace Resources, Inc., Tulsa
SOUTH DAKOTA
Canfield Business Interiors, Sioux Falls
V-cor, LLC, Rapid City (VOSB, SDVOSB)
TENNESSEE
Nashville Office Interiors, Nashville
Nashville Office Interiors of Chattanooga, Chattanooga
Nashville Office Interiors of Knoxville, Knoxville
Officescapes, Inc., Bartlett
TEXAS
Built for Dreams, Lubbock (WBE, HUB)
Business Interiors of Texas, Corpus Christi (WBE)
Facility Interiors, Carrollton (MBE)
Facility Interiors EDS, Dallas* (MBE)
Facility Interiors of Austin, Austin* (MBE)
Facility Interiors of Houston, Houston* (MBE)
Furniture Marketing Group, Plano
Furniture Marketing Group of Austin, Austin
Furniture Marketing Group of Houston, Houston
Royer B Schutts, Fort Worth
Spencer Co, Dallas*
Wittigs Office Interiors, San Antonio
Wittigs Office Interiors of Houston, Houston
WISCONSIN
Business Interiors by Staples, Onalaska
M B M Office Interiors, Pewaukee*
M & M Madison, MN ddleton*
Nordon, Inc., Appleton
Names in ITALICS indicate Haworth Preferred Dealers; all others are Haworth Authorized Dealers
Haworth Best -In Class Dealers
(8a G) 8(a) Graduate (SDB) Small Disadvantaged Business
(EDGE) Encouraging Diversity, Growth and Equity (SDVOSB) Service -Disabled Veteran -Owned Small Business
(HUB) Hub Zone (VOSB) Veteran -Owned Small Business
(MBE) Minority Business Enterprise (WBE) Women Business Enterprise
(NMDSC) National Minority Supplier Development Council (WBENC)Women's Business Enterprise National Council
(PEP) Procurement Enhancement Program (WOSB) Woman Owned Small Business
54
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
2019 US Dealers by Region
WESTERN REGION
ALASKA MONTANA
AA-K Business Environments, Inc., Anchorage 360 Office Solutions, Billings
ARIZONA
Tucson Business Interiors, Inc., Tucson
CALIFORNIA - NORTHERN
Contract Office Group, San Francisco (VOSB, MBE)
Contract Office Group, San Jose (VOSB, MBE)
CORE Business Interiors, Inc., Fresno
Durst Contract Interiors, Inc., Stockton
Interiors, Inc, Santa Rosa
Wardens Office, Inc., Modesto
CALIFORNIA - SOUTHERN
Interior Office Solutions, Inc., Irvine
Interior Office Solutions, Los Angeles
Key International, Gardenia
Pacific Office Interiors, Agoura Hills*
Tota/Plan, Inc., Riverside
Unisource Solutions, Hayward
Unisource Solutions, Pico Rivera
Unisource Solutions, San Diego
Western Contract, Rancho Cordova (SBE)
COLORADO
Pear Workplace Solutions, Denver
HAWAII
Great Space, Honolulu
The Systemcenter, Inc., Honolulu
IDAHO
Business Interiors of Idaho, Inc., Boise
Business Interiors by Staples, Idaho Falls
KANSAS
Contract Design Group, Inc., Topeka
MISSOURI
Thomas Brothers Office Furniture, Springfield
NEW MEXICO
Contract Associates, Inc., Albuquerque* (WOSB, MDOB)
NEVADA
Faciliteq Business Interiors, Las Vegas
Reno Business Interiors, Inc., Reno
OREGON
Interior Office Solutions, Inc., Portland
TEXAS
Facilities Connection, El Paso (8(a) G, WBE, HUB, WOSB)
UTAH
CCG Howells, Salt Lake City*
WASHINGTON
Brutzman's Office Solutions, Richland
Creative Office, Olympia
Great Spaces, LLC, Seattle (SDVOSB, SDB)
Interior Solutions, Inc., Spokane
Quantum Solutions, Spokane
WYOMING
Business Interiors by Stables, Idaho Falls, ID
Names in ITALICS indicate Haworth Preferred Dealers; all others are Haworth Authorized Dealers
Haworth Best -In Class Dealers
(8a G) 8(a) Graduate (SDB) Small Disadvantaged Business
(EDGE) Encouraging Diversity, Growth and Equity (SDVOSB) Service -Disabled Veteran -Owned Small Business
(HUB) Hub Zone (VOSB) Veteran -Owned Small Business
(MBE) Minority Business Enterprise (WBE) Women Business Enterprise
(NMDSC) National Minority Supplier Development Council (WBENC)Women's Business Enterprise National Council
(PEP) Procurement Enhancement Program (WOSB) Woman Owned Small Business
55
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
REQUIRED FORM 10 — ENVIRONMENTAL PURCHASING RESPONSES
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Companies shall complete and submit the form below regarding the products or supplies required to
perform the Services.
_Qnestiacw
expanse
Recycled Content.
Products must contain a certain percentage
See Product Environmental Datasheets in
of recycled content. Please include the
Supplemental information following this form.
amount of recycled content, both pre- and
ost-consumer, included in your product.
Recyclability.
Please include the types of materials
See Product Environmental Datasheets in
included in your product, and if they are
Supplemental information following this form.
considered recyclable in typical municipal
recycling streams.
Biodegradability.
Products must be capable of decomposing
n/a - See complete response on Supplemental
under natural conditions. Please state
sheets following this form.
whether each Product offered in your
proposal is biodegradable.
Compostability.
Products must be capable of composting at
n/a - See complete response on Supplemental
a commercial composting facility. Please
sheets following this form.
state whether each product offered in your
proposal is com ostable.
Energy Consumption.
Please include the total amount of energy
consumed for product or service
See complete response on Supplemental
manufacture, use and disposal. Different
sheets following this form.
sources of energy are associated with
different environmental impacts.
EneW Efficiengy.
Products must meet or exceed the
n/a
Department of Energy (DOE) and
Environmental Protection Agency criteria
for use of the ENERGY STAR trademark
label; or is in the upper 25% of efficiency
for all similar products as designated by the
U.S. Department of Energy's Federal
Energy Management Program.
Efficiency.
_Water
Eligible products must meet or exceed the
n/a
Environmental Protection Agency's
WaterSense program, or be water -efficient
or low -flow fixtures.
Low VOCs.
See complete response on Supplemental
sheets following this form.
FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 NNE 19, 2019
56
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Products should contain low or no volatile
organic compounds (VOCs). Please
indicate any VOC content in each
applicable product offered in your
Reduced Packaging,.
Please include any efforts made to reduce
the packaging of the products included in
this proposal.
Pollution Prevention.
Please state your company's policy on
source reduction. The Pollution Prevention
Act defines source reduction to mean any
practice that: (1) Reduces the amount of
any hazardous substance, pollutant or
contaminant entering any waste stream or
otherwise released into the environment
(including fugitive emissions) prior to
recycling, treatment or disposal, and (2)
Reduces the hazards to public health and
the environment associated with the release
of such substances, pollutants or
contaminants. The term includes:
equipment or technology modifications,
process or procedure modifications,
reformulation or redesign of products,
substitution of raw materials, and
improvements in housekeeping,
or inventory control.
Life Cycle Management,
Please state how many times your product
may be reused. (Since reusable products
generally require more upfront costs than
disposable products, they are often
subjected to a cost/benefit analysis in order
to determine the life cycle cost).
End of Life Management.
Will the manufacturer or designee accept
the product back at the end -of -life? (who
pays for the transportation of the product
may be situation -specific).
See complete response on Supplemental
sheets following this form.
See complete responsc on Supplemcntal
sheets following this form.
Haworth is committed to providing our
customers with products that support safe
and healthy environments, and to a policy of
material chemistry transparency. All
Haworth -owned manufacturing facilities are
ISO 14001 and 9001 certified.
See our complete response on Supplemental
sheets following this form.
See complete response on Supplemental
sheets following this form.
See complete response on Supplemental
sheets following this form.
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 JUNE 19, 2019
5i
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 10 - ENVIRONMENTAL- SUPPLEMENTAL INFORMATION
Note: We want to ensure all questions are answered completely and accurately. Per the
requirements of the RFP, the following represents additional pages needed when the
space on the Required Form was insufficient for a full response. For your convenience, all
questions and correlating full responses from Required Form 10 are included whether or
not additional space was required.
Recycled Content.
Products must contain a certain percentage of recycled content. Please include the
amount of recycled content, both pre- and post -consumer, included in your product.
Recyclability.
Please include the types of materials included in your product, and if they are considered
recyclable in typical municipal recycling streams.
PR0DUC T1 RECYCLED CDNITI ENT AN R'ECYCLA,94 "
Product
Fire -Cons
Past -Consumer Reryclabilrty
Compose
45%
27%
47%
Hop?abl'es
34'�
22%
99%
Hop Bench i rig
24%
42%
48%
Jive Tables
63%
26%
98%
Magri Conference
24%
7%
100%
[Haan Side
12%
10%
100%
Masters Series
49%
26%
20%
Planes Training Tables
57%
27%
18%
Poppy Lounge
5%
7%
74%
.Soji Task
15%
8%
994%
Very Side
7%
10%
95%
Very Wire Stacker
9%
13%
97%
V
P 'iC HAWOHTH`
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 10 - ENVIRONMENTAL- SUPPLEMENTAL INFORMATION
Biodegradability.
Products must be capable of composting at a commercial composting facility. Please state
whether each product offered in your proposal is compostable.
Not applicable - Haworth products are designed to be durable and long-lasting to meet the
performance requirements our customers demand. With the exception of some natural
fabrics that may be available on seating products and panels, Haworth products are not
biodegradable.
Compostability.
Products must be capable of decomposing under natural conditions. Please state whether
each Product offered in your proposal is biodegradable.
Not applicable - Haworth products are designed to be durable and long-lasting to meet the
performance requirements our customers demand. With the exception of some natural
fabrics that may be available on seating products and panels, Haworth products are not
biodegradable.
Energy Consumption.
Please include the total amount of energy consumed for product or service manufacture,
use and disposal. Different sources of energy are associated with different environmental
impacts.
Erie , Consumption
Compose
5,300 MJ
Hop HAT
3,400 I IJ
Hop Benching
2,800 MJ
Jive
availability mid -August
Maari Conference
1,470 MJ
Maari Side
1,020 MJ
Maari Stool
1,100 MJ
Masters
4,930 MJ
Planes HAT
2,530 MJ
Poppy Lounge
2,380 MJ
Soji
2,120 MJ
Very
2,480 MJ
Very Stacker
570 MJ
`�C HAWOfiRTH'
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 10 - ENVIRONMENTAL- SUPPLEMENTAL INFORMATION
Energy Efficiency.
Products must meet or exceed the Department of Energy (DOE) and Environmental
Protection Agency criteria for use of the ENERGY STAR trademark label; or is in the upper
25% of efficiency for all similar products as designated by the U.S. Department of Energy's
Federal Energy Management Program.
Not applicable
Water Efficiency.
Eligible products must meet or exceed the Environmental Protection Agency's WaterSense
program, or be water -efficient or low -flow fixtures.
Not applicable
Low VOCs
Products should contain low or no volatile organic compounds (VOCs). Please indicate any
VOC content in each applicable product offered in your proposal.
Haworth produces 133 low -emitting product lines. Since 2005 we have reduced our VOC
emissions by 70,0, GHG emissions by 20%, and energy use by almost 30°0. More than 95% of
our products are air quality certified (GREENGUARD®). GREENGUARD certificates for the
products positioned in this response are available upon request.
Reduced Packaging.
Please include any efforts made to reduce the packaging of the products included in this
proposal.
Haworth has successfully eliminated polystyrene from most packaging materials; it is
currently used only in very small quantities (less than 590) of product packaging where
alternatives do not sufficiently protect the integrity of package contents. Haworth
continues working toward the greening of the supply chain and eliminating packaging that
is not recyclable. Paperboard protective posts and polyester banding contain 10010
recycled content; and cartons, dividers, pads, and sheets are made from corrugated
fiberboard that is 3510-40°0 recycled content. Protective pads, fillers, and dunnage are
honeycomb and contain 20°0 recycled content. Each year Haworth introduces more stretch
wrapping and blanket wrapping on selected product, further reducing raw material
consumption and eliminating waste at the customer location. Our packaging engineers and
transportation teams work together to seek new environmentally friendly packaging
methods that can be implemented without compromising the level of protection provided
while in transit.
f�'1C HAWOF,,1TH"
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Required Form 10 - ENVIRONMENTAL- SUPPLEMENTAL INFORMATION
Pollution Prevention.
Please state your company's policy on source reduction. The Pollution Prevention Act
defines source reduction to mean any practice that: (1) Reduces the amount of any
hazardous substance, pollutant or contaminant entering any waste stream or otherwise
released into the environment (including fugitive emissions) prior to recycling, treatment
or disposal, and (2) Reduces the hazards to public health and the environment associated
with the release of such substances, pollutants or contaminants. The term includes:
equipment or technology modifications, process or procedure modifications, reformulation
or redesign of products, substitution of raw materials, and improvements in housekeeping,
maintenance, training or inventory control.
Carina for- our environment has been a long held, company -wide value. Haworth was the
first office furniture manufacturer to achieve Zero Waste to Landfill status in all its global
manufacturing facilities, and among the first to achieve 14001 certification. We maintain
both ZWTL and ISO 14001 (along with ISO 9001) in all our owned manufacturing facilities
worldwide. We continuously evaluate both our products and our production processes and
we implement improvements at all stages, from design through end of life.
Haworth is committed to providing our customers with products that support safe and
healthy environments, and to a policy of material chemistry transparency. Complying with
applicable legal requirements on chemicals, such as REACH, is considered as minimum
standard for all our operations. We are working diligently toward reducing potentially
hazardous chemicals beyond regulatory restrictions associated with parts and materials we
source. We anticipate the complete elimination of targeted hazardous chemicals as new
safer, alternatives become commercially available.
Is
PNE HAWOHTH"
DocuSign Envelope ID: 4F25F81E-F03A-4632-872B-CB2C472D9E74
Required Form 10 - ENVIRONMENTAL- SUPPLEMENTAL INFORMATION
Life Cycle Management.
Please state how many times your product may be reused. (Since reusable products
generally require more upfront costs than disposable products, they are often subjected to
a cost/benefit analysis in order to determine the life cycle cost).
Haworth products are designed for a long life of active and continuous use, and we offer
one the strongest product warranties in the industry. Most products come with a lifetime
warranty that is good for around the clock usage, and our most popular task seating is
warrantied up to 400 pounds. Often, it is not the deterioration of Haworth product, but
rather a desire for a new aesthetic, that drives customers to replace product. Many of our
customers have had product in active use for more than two decades. Haworth's value
proposition, Organic Workspace, allows customers to flex their environments as their
organizational priorities shift, reducing the cost of realigning space to support ever -
evolving business activities, and offering customers an even greater return on their
investment. Unlike conventional spaces, Organic Workspaces are designed to embrace
change, ensuring that your physical space, technology, and processes remain in alignment
with your organizational and cultural goals.
End of Life Management.
Will the manufacturer or designee accept the product back at the end -of -life? (who pays
for the transportation of the product may be situation -specific).
Haworth has a Seating Take -Back Program, which is offered on Zody and Very, two of the
company's best-selling chairs in its task seating line This program was established so that
at the end of a Zody or Very chair's useful life, customers can simply ship it back to
Haworth (customers cover the cost of return shipping). Depending on the model and
options, we will be able to recycle up to 98°0 of the chair. Although we do not have a
formal program in place to return other- Haworth product, Haworth and our dealer partners
are experienced in helping customers develop a comprehensive exit strategy for the
removal of unwanted/outdated existing furniture. Aligned with our zero waste to landfill
philosophy, we partner with several companies to find a second life for products - often
through remanufacturing or charitable donations - with recycling considered as a last
resort. Final solutions are typically a combination of all options, depending on the age,
type, and marketability of existing furnishings. Further, if customers are replacing existing
Haworth product with new Haworth product, we will work with your organization to
develop a disposition program and assign a value to existing furniture that can be applied
to new purchases. These options may also include discussion around the transportation
costs of returning existing Haworth furniture.
0
Pf"C7 HAWOFITH-
F[:li i1.I --
DocuSign Envelope ID: 4F25F81 E-F03A-4632-87213-C132C472139E74
CONTRACT #: 2020000606
VENDOR #: 304468
EXHIBIT D — FEDERAL CONTRACT TERMS AND CONDITIONS
This Exhibit is attached and incorporated into the Furniture, Installation, and Related Products and Services
(the "Contract") between the City of Charlotte and Haworth, Inc. (the "Company"). Capitalized terms not
defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a
conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or
appendix, the terms of this Exhibit shall govern.
1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of
the Contract, neither the Company nor any subcontractor or subconsultant performing work under this
Contract (at any tier) is included on the federally debarred bidder's list listed on the government wide
exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2
CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR
part 1989 Comp., p. 235), "Debarment and Suspension." If at any point during the Contract term the
Company or any subcontractor or subconsultant performing work at any tier is included on the federally
debarred bidder's list, the Company shall notify the City immediately. The Company's completed Form
8 — Vendor Debarment Certification is incorporated herein as Form D.1 below.
2. Record Retention. The Company certifies that it will comply with the record retention requirements
detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by
2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted
final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending
matters are closed.
Procurement of Recovered Materials. The Company represents and warrants that in its performance
under the Contract, the Company shall comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40
CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000
or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid
waste management services in a manner that maximizes energy and resource recovery; and establishing
an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines.
4. Clean Air Act and Federal Water Pollution Control Act. The Company agrees to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q)
and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be
reported to the Federal awarding agency and the Regional Office of the Environmental Protection
Agency (EPA).
5. Energy Efficiency. The Company certifies that the Company will be in compliance with mandatory
standards and policies relating to energy efficiency which are contained in the state energy conservation
plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The Company certifies that:
6.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company,
to any person for influencing or attempting to influence an officer or employee of an agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of and Federal contract, grant,
loan, or cooperative agreement.
6.2. If any funds other than federal appropriated funds have been paid or will be paid to any person
for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an
63
DocuSign Envelope ID: 4F25F81 E-F03A-4632-872B-Cl32C472D9E74
CONTRACT #: 2020000606
VENDOR #: 304468
officer or employee of Congress, or an employee of a Member of Congress in connection with
this federal contract, grant, loan, or cooperative agreement, the Company shall complete and
submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its
instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying,"
61 Fed. Reg. 1413 (1 / 19/96)].
6.3. The Company shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
6.4. The Company's completed Form 9 —Byrd Anti -Lobbying Certification is incorporated herein as
Form D.2 below.
7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess
of $100,000 and involves the employment of mechanics or laborers, the Company must comply with
40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under
40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and
laborer on the basis of a standard work week of forty (40) hours. Work in excess of the standard work
week is permissible provided that the worker is compensated at a rate of not less than one and a half
times the basic rate of pay for all hours worked in excess of forty (40) hours in the work week. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or purchases of transportation or transmission of intelligence.
8. Right to Inventions. If the federal award is a "funding agreement" under 37 CFR 401.2 and the City
wishes to enter into a contract with a small business fine or nonprofit organization regarding the
substitution of parties, assignment of performance or experimental, developmental or research work
thereunder, the City must comply with 37 CFR Part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security
("DHS") seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without
specific FEMA pre -approval.
10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities
to the City, Company, or any other parry pertaining to any matter resulting from the Contract.
11. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). In its performance under the Contract, the
Company shall comply with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as
supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with
the statute, the Company is required to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the
Company is required to pay wages not less than once a week.
12. Copeland "Anti -Kickback" Act (40 U.S.C. 3145). In its performance under the Contract, the
Company shall comply with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by
Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building
or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act
provides that the Company is prohibited from inducing, by any means, any person employed in the
construction, completion, or repair of public work, to give up any part of the compensation to which he
or she is otherwise entitled.
13. Equal Employment Opportunity. In its performance under the Contract, the Company shall comply
with the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive
Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,
64
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CONTRACT #: 2020000606
VENDOR #: 304468
p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
65
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Section 7
Required Forms_
REQUIRED FORM 8 — CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND
OTHER RESPONSIBILITY MATTERS
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The bidder, contractor, or subcontractor, as appropriate, certifies to the best of its knowledge and belief that
neither it nor any of its officers, directors, or managers who will be working under the Contract, or persons
or entities holding a greater than 10% equity interest in it (collectively "Principals"):
1. Are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any or state department or agency in the United States;
2. Have within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
allempting to obtain, or performing a public (federal, state or local) transaction or contract under a
public transaction; violation of federal or state anti-trust or procurement statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records. malting false statements,
or receiving stolen property,
3. Are presently indicted for or otherwise criminally or civilly charged by a government entity, (federal,
state or local) with commission of any of the offenses enumerated in paragraph 2 ofthis certification;
and
4. Have within a three-year period preceding this application/proposal had one ormore public transactions
(federal, state or local) terminated for cause or default.
I understand that a false statement on this certification may be grounds for rejection of this proposal or
termination of the award or in some instances, criminal prosecution.
X I hereby certify as stated above:
I)Iq � Car - - --_ _
(Print Name) Signature
�CriQ KsI -7
Title J Date
1 am unable to certify to one or more the above statements. Attached is my explanation. (Check
box if ayylicablel
(Print Name) Signature
Title
Date
FURNITURF, INST411-47I0NAND RF7.ATf n PRODUCT.' AND SF,RVICES
RFf'#269-201Y-105 JUNE 19.2019
51
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Section 7
Re uired Forms
REQUIRED FORM 9 — BYRD ANTI -LOBBYING CERTIFICATION
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of an agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of any federal grant, the making of
any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement.
2. if any funds other than federal appropriated funds have been paid or will be paid to any person for
making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with this federal
contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard
Form—LLL, "Disclosure Form to Report Lobbying." in accordance with its instructions [as amended
by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg, 1413 (1/19/96)].
3. The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers (including all subcontracts, subgrants, and contracts under grants, loans.
and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction by 31 U.S.C. $ 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who
fails to file the required certification shall be subject to a civil penalty ofnot less than $10,000 and not more
than $100,000 for each such failure.
wN4h�17C. . (the "Company") certifies or affirms the truthfulness and
accuracy of each statement of its certification and disclosure, if any. In addition, the Company understands
and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.
�_ (20 r
(Print Name) Company Name
Authorized Signature Address
7-15— 9
Date
Ao lad t 0tr .`�2ya3_
City/State/Zip
FURNITURF 1NST4I.LATIONANh RFI.RTh'D PRODUCTSAND SRRVICFS
RFPk 269-2019, 10 S JUN E 19. 20 t 9
52
67
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
�1 DATE(MMIDDNYYY)
.acoJ�rJIo4° CERTIFICATE OF LIABILITY INSURANCE 112110612019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER- THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the leans and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer ri his le the certificate holder in lieu of such sndorsem�eeNnTA,s .
CON
PRODUCER TACT
Aon Risk Services Central, Inc. j% teEat): (866) 283-7122 [IAYIL,No.): (800) 363-0105
Grand Rapids MI Office
50 Louis Street NW QRkSS_
Suite 200
Grand Rapids MI 49503 USA
INSURER(81 A WORDING COVERAGE NAIC p
INSURED INSURERA; ACE Property & Casualty Insurance Co. 20699
Haworth international, LTD.; INsuRERa: ACE American insurance Company 22667
Haworth, Inc. & subsidiaries; INSURERC: ACE Fire underwriters Insurance Co. 20702
Thought stream LLC
Dne Haworth Center INSURERD:
Holland MI 49423-9S76 USA
INSURER E;
INSURER F:
COVERAGES CERTIFICATE NUMBER: 57DO79458229 RI %ASION NUI4IBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOIWITHSTANOING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFDROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS;
imo
JTR
TYPE OF INSURANCE
11Y..0
MIYO
POUCYNUMBER
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COMMERCIAL GENERALLLIABIILRY
CLAIMS -MADE QOCCUR
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XSLG71448800
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S2 ,000,00
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AUTOMOBILE LIABILITY
ISA H25286716
11/0112019
11/01/2020
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$1,000,000
BODILY INJURY ( Per Pelson)
X ANY AUTO
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BODILY INJURY (Per 3cdden0
PRDPERTYDAMAGE
(peraendeni)
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EXCESS UAB
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CLAIMS -MADE
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DESCRIPTION OF OPERATIONS I LOCATIONS l VEHICLES (ACDRD 10i, Addh)onal Ramirba Schedule, maybe an -hod it more apace la MgViMd)
law —
RE: Contract No. 2020000606. The City of Charlotte is included as Additional insured in accordance with the policy provisions
of the General Liability policy.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION B
GATE THEREOF• NOTICE WALL BE DELIVERED IN ACCORDANCE VATH THE POLICY PROVISIONS.
City of Charlotte AUTHDRIZEO REPRESENTATIVE
600 East Fourth Street, 8th Floor
Charlotte NC 28202 USA
e�oJ►a .���iGe.�ta4 �'��saee
(D1989-2015 ACORO CORPORATION. All rights reserved
ACORD 26 (2016103) The ACORD name and logo are registered marks ofACO
❑ocuSign Envelope ID: 4F25F81E-F03A-4632-87213-CKC472ME74
OMNIA --
P A R T N E R S QLARIMTE
SECTION 8
OMNIA Partners Requirements
L. Response for National Cooperative Contract (Exhibit A)
M. Administrative Agreement, Example (Exhibit B)
N. Federal Funds Certifications (Exhibit F)
0. Ownership Disclosure Form (Exhibit G Doc 1)
P. Non -Collusion Affidavit (Exhibit G Doc 2)
Q. Affirmative Action Affidavit (Exhibit G Doc 3)
R. Political Contribution Disclosure Form (Exhibit G Doc 4)
S. Stockholder Disclosure Certification (Exhibit G Doc 5)
T. Certification of Non -Involvement in Prohibited Activities in Iran (Exhibit G Doc b)
U. New Jersey Business Registration Certificate (Exhibit G Doc 7)
•
�['iC HAWORTH
Docu&gn Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
AMNIA
P A R T N E R S 0MLOTTE
J I -
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Haworth acknowledges that it has read, reviewed, and agrees to comply with direction set
forth in Sections 1.0 and 2.0, unless otherwise noted by an exception.
SECTION 3.0 COMPANY RESPONSE
3.1 Company
A. Brief history and description of Company.
Haworth has been in business for more than 70 years. Driven by a dream to start his own
business, G.W. Haworth, a high school industrial arts teacher, founded the company in 1948
under the name of Modern Products and operated it initially out of his family's garage. In
1954, in response to a customer request, the company's focus shifted toward office
environments and changed its name to Modern Partitions. The company took its current name
in 1976, when G.W.'s son, Dick, took over as the company's President and CEO. Still family -
owned and privately held, Haworth operates in 120 countries, through 47 sales showrooms
globally. With more than $2 billion in sales, the company is financially strong, currently
employing more than 7,000 people worldwide (nearly 4,000 people in the United States
alone). Our customer base includes thousands of businesses and organizations in diverse
industries including Fortune 1000 companies, government entities, healthcare and education
facilities, commercial businesses, and non-profit organizations.
Haworth Milestones:
1948 G.W. Haworth establishes Modern Products
1954 Modern Products begins focusing on production of modular office partitions
1976 Development of the first pre -wired panel; company changes name to Haworth, Inc.
1995 Haworth's Ideation Group is formed, applying user -based research to develop products.
1997 Manufacturing expands with production in Shanghai; over 10 years, Haworth acquires
25 companies in Europe, North America, and Asia.
2004 Haworth's Organic Workspace strategy launches
2008 Grand opening of renovated LEED-NC Gold Corporate Headquarters in Holland,
Michigan
2009 Zero -waste -to -landfill status in all North American manufacturing facilities
2010 Haworth Collection launched, broadening company's design perspective
2011 Haworth Health (HH) launched after acquisition of Legacy Furniture Group
2012 All manufacturing facilities globally are landfill free
2013 Company adds technology tools with acquisition of Bluescapeo
2014 Haworth acquires the Poltrona Frau Group, including design brands Cappellini, Cassina,
and Poltrona Frau, creating the Lifestyle Designs business segment
2016 Haworth acquires Janus et Cie, adding premium contemporary outdoor furniture to its
portfolio
2018 To expand offerings within Lifestyle Designs, Haworth acquires BuzziSpace, adding
original acoustic solutions, lighting, and furnishings
C HAWORTH'
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
OMNIA
PARTNERS UMLOTTC
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
B. Total number and location of sales persons employed by Company.
In North America, Haworth has approximately 280 people employed in field sales, who are
supported by numerous individuals in other departments throughout the company. Field
sales members are located strategically throughout the US and Canada and provide
coverage to all fifty states, US territories, and outlying areas.
C. Number and location of support centers (if applicable) and location of corporate office.
Haworth's corporate headquarters is in Holland, Michigan. In addition to manufacturing
facilities, the Holland facility also functions as a showroom, and provides office space to
numerous teams including sales support, marketing, design, finance, research and
development, training, HR, and IT. Additional sales support is provided out of our
showrooms. Current US showroom locations:
Eastern Reg
lon
Atlanta, Georgia
Boston, Massachusetts
New York, New York
Philadelphia, Pennsylvania
Washington, DC
Central Region
Chicago, Illinois
Dallas, Texas
West Region
Denver, Colorado
Houston, Texas
Los Angeles, California
San Francisco, California
Seattle, Washington
D. Annual sales for the three previous fiscal years.
Global sales for 2018 were $2.14 billion, up from 2.04 billion in 2017, and $1.93 billion in
2016.
E. Submit FEIN and Dunn Et Bradstreet report.
Haworth's Federal ID number is 38-6053093. Haworth's Dun Et Bradstreet number is 07-
259-5457, and our DEtB rating is 5A2 (5A1 is the highest rating given). Our contract with
Dun Et Bradstreet prohibits us from furnishing our own D&B report to customers, but we
encourage you to acquire a copy of our report directly from Dun Et Bradstreet.
�� HAWORTH-
CVMY��:: WEMCA5
]ocuSign Em
0
P A
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
F. Describe any green or environmental initiatives or policies.
Haworth is an industry leader in sustainable practices. Caring for our environment has been a long
held, company -wide value, and we are committed to constantly evaluating and improving our
production processes and our products, from concept through end of life. Haworth was among the
first in our industry to achieve ISO 14001 certification, and we currently maintain it in our owned
manufacturing facilities worldwide. Since 2005, through our Environmental Management System
(EMS) we have reduced our VOC emissions by 92%, GHG emissions by 20°10, and energy use by
almost 30%. We were also the first office furniture manufacturer to achieve Zero -Waste -to -
Landfill status in all of our global manufacturing facilities. Since the inception of this initiative in
2009, we've successfully diverted 10010 of our waste streams from landfill disposal. Haworth is
now proactively targeting the reduction of material sent for Waste to Energy treatment. To date,
less than 2% of our annual waste generated goes to waste to energy treatment.
Haworth's manufacturing facilities recycle water in wash lines, and the 45,000-sf roof on
Haworth's corporate headquarters building is planted with flowering sedum to create a greenroof
that provides more efficient heating and cooling of the building, reduces storm water runoff and
CO, in the atmosphere, and increases biodiversity. We have also implemented sustainable
practices into our- transportation practices, including the use of SmartWay certified trucks,
utilizing rail services, and combining shipments on one truck with multiple scheduled stops.
We are committed to providing our customers with products that support safe and healthy
environments. Our products are composed of high -recycled content, have high recyclability at
end of life, and more than 95% of our products are GREENGUARD Indoor Air Quality and/or BIFMA
level certified for lower emissions. Most of our wood products are offered as FSC certified. With
only a few exceptions, most Haworth product is manufactured locally for the market it serves - in
the US for customers in North America, in Europe for European customers, and in Asia and India
for the Asian Pacific market - resulting in lower fuel emissions and a reduced carbon footprint.
We develop products that encompass Design for the Environment (DfE) strategies and create
designs that integrate within and across product lines. This Integrated Palette' approach results
in interiors that are exceptionally well -suited to adapt as organizations evolve. Extending the life
cycle of the workspace in this way not only creates a more sustainable environment for our
customers, but also makes an enormous impact on their return on investment.
We actively prohibit materials of concern, including PVC, from new product offerings. Haworth
has proactively identified 56 chemicals of concern in materials we source and has targeted them
for removal from our standard product lines. These include chemicals commonly used in our
industry such as PVC, benzidene dyes, ozone depletors, hexavalent chromium, and PBDE flame
retardants. We have already made great strides in these reductions, and our standard product
lines are nearly 10010 free of these materials. Haworth is dedicated to continuously seeking
P NE HAWORTH-
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OMNIA --
P A R T N E R S CHARLYI-M,
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
F. Describe any green or environmental initiatives or policies. (continued)
greener, healthier material choices as new safer alternatives become technically and
commercially available, and to being transparent about our progress in removing these
chemicals from our product lines.
We help support the communities in which we do business by sourcing locally whenever
possible which often results in reduced costs as well as a reduction of our carbon
footprint. Environmental stewardship projects are numerous. Haworth also continues to
support the 10 principles of the UN Global Compact with respect to Human Rights, Labor -
Rights, Anti -Corruption, and Environmental Protections.
Haworth publishes an annual Corporate Responsibility Report (formerly known as the
Sustainability Report). For additional in-depth information on our sustainable policies and
programs, as well as our commitment to social and ecological principles, the most recent
report may be viewed on our corporate website at http: /; www. haworth. com /company-
info/Sustainability.
G. Describe any diversity programs or partners Company does business with and how
Participating Agencies may use diverse partners through the Master Agreement.
Indicate how, if at all, pricing changes when using the diversity program.
Haworth has an annual goal of ensuring that a minimum of 10% of dollars spent are with
diverse -owned suppliers, and we track these figures monthly. For the past three years, we
have averaged about 140/o Tier 1 and Tier 2 diversity spend each year. Haworth does not
participate in a diversity program that would impact customer pricing.
H. Describe any historically underutilized business certifications Company holds and
the certifying agency. This may include business enterprises such as minority and
women owned, small or disadvantaged, disable veterans, etc.
While Haworth is not a minority business, we can help our customers achieve their diverse
spending objectives in two ways. We sell and distribute our product through a robust
network of certified dealers, many of which represent historically underutilized businesses
and fall under MWVBE classifications including SBE, MBE, WBE, VBE, and SDVOSB. These
dealers can directly invoice for all Haworth products, installation and services, thus
reporting at Level 1 tier. Because Haworth and our network of Haworth dealers are
nationwide, we can meet requirements for local purchasing preferences throughout the
country, and we are committed to continuing to identify, develop, and work with diverse
dealerships.
n� �C HAWORTH"
DocuSign Envelope ID:4F25F81E-F03A-4B32-872B-CB2C472D9E74
OMNIA -
P A R T N E R S ("Loom
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
I. Describe how Company differentiates itself from its competitors.
There are three key aspects that set us apart from our competitors. The first is
Organic Workspace,® our process for creating inspiring spaces and our perspective of
workplace design. Organic Workspace enhances the effectiveness of people and the
efficiency of real estate. A key component of this is our design point of view, we refer to
as Performance + Desire, which encompasses elements of empathy, beauty, simplicity,
performance, balance, and craft. This viewpoint led to the development of Haworth's
Integrated Palette'' and a holistic portfolio of products (including systerns, storage, tables,
desking, and walls) that helps customers embrace change. Many of our product lines are
designed to integrate not only on fabrics and finishes, but also on other factors (such as
interconnectivity and scale), so that no matter how many times product is reconfigured,
reused, or moved, the workspace will maintain a clean and cohesive appearance. Pieces
can be moved, swapped, and rearranged, allowing customers to focus on a design that
works for today, with the assurance that changes for future needs and evolving workstyles
will be accomplished with minimal cost and effort. Products that are easily reused,
rewired, and repurposed not only ease space reconfigurations by broadened application
possibilities, but also retain their value, ultimately resulting in more sustainable spaces.
We are also the most global company in our industry. We manufacture product in the
communities we serve, providing us with the ability to absorb knowledge, design acumen,
and cultural diversity throughout a broad geographic range, which ultimately leads to even
greater ability to serve our customers. We serve markets in more than 120 countries and
employ more than 7000 people, nearly half of whom live outside of the United States. We
operate 17 wholly -owned manufacturing facilities in 8 countries throughout North
America, Asia, and Europe, and are the only global company whose owned manufacturing
facilities are all Zero Waste to Landfill and ISO -certified, enabling greater control over
quality.
Finally, among the major manufacturers in the contract furniture industry, only Haworth is
still privately -owned. This autonomy frees us from the constraints of a corporate board
and makes us accountable only to our customers and employees. Our customers benefit by
our ability to implement rapid change if needed or flex our workforce according to
customer demand. We also have greater capacity to make long-term investments to find
new ways to solve for the needs of customers - now and in the future.
r
PNC HAWORTH-
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OMNIA -
--
PARTNERS OURLOTrE
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
J. Describe any present or past litigation, bankruptcy or reorganization involving Company.
Haworth is a large international company that is active all over the world and has
commercial relationships with many organizations, including end -user customers, dealers,
suppliers, governments, and competitors. Claims arise for a variety of reasons, including
waste claims, product liability claims, contract disputes, dealer termination, supplier
disputes, collection matters, and intellectual property disputes such as patent and/or
trademark infringement. A review of all active claims indicate that these disputes have
arisen in the ordinary course of business, will be resolved in the ordinary course and, in
the judgment of Haworth's management, will have no material financial or operational
impact on the company's ability to effectively service its customers.
K. Felony Conviction Notice: Indicate if the Company
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or
c. is owned or operated by and individual(s) who has been convicted of a felony and
provide the names and convictions.
Haworth is a privately -held corporation and 100% family -owned. The company is not
owned or operated by any individuals who have been convicted of a felony.
L. Describe any debarment or suspension actions taken against Company.
There have been no debarment or suspension actions taken against Haworth.
HAWORTH'
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OMNIA
P A R T N E R S
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SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
3.2 Distribution, Logistics
A. Describe the full line of Products and Services offered by Company.
Haworth's breadth of product is wide and allows us to furnish virtually every space within
a facility, including outdoor areas. Our product portfolio includes seating (task, executive,
conference, visitor, side, lounge), storage, desks and tables, systems, lighting,
accessories, integrated technology, ancillary furniture, and architectural moveable wall
systems.
Services are provided through our network of locally owned and operated dealers, and we
strategically partner- with them by providing corporate oversight and managing contracts.
All Haworth dealers offer interior design and installation services, and all are skilled in the
following areas:
Design/Space Planning
Programming
Providing finishes, materials, and other product samples for evaluation as requested
Preliminary space planning; developing detailed specification for workspace furniture for
all approvals and order entry; reviewing and revising as necessary
Order Entry
Placing orders electronically
Tracking orders
Providing status reports
Confirming ship dates
Confirming product status
Confirming install dates
Pre -Install
Field verification of critical dimensions
Submitting installation plans for all floors
Requesting written client sign -off prior to order placement
Site preparation, including sending out certificate of insurance, reserving elevators,
protecting existing walls, furniture, and decorated surfaces, etc.
Delivery and Installation
Receiving and inspecting all products as they are unloaded
Reporting and addressing any delays, damages, or shortage immediately
Providing daily progress reports to entire project team
Overseeing and ensuring a thorough and complete installation of all products
Cleaning, testing, and inspecting all product as assembled
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SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
3.2 Distribution, Logistics
A. Describe the full line of Products and Services offered by Company. (continued)
Post -Install
Creating a punch list and resolving all deficiencies within agreed -upon time frame
Signing off on any punch items
Ordering warranty items, if needed; scheduling and completing service in a timely manner
Conducting final walk-through and sign off
Providing orientation/maintenance training and documentation for all product
Providing ongoing maintenance and continued service of purchased product
Providing ongoing updates on product enhancements and new offerings
Value Add Services:
Haworth offers a range of value -add services that allows customers to benefit facility and
management expertise without having to divert focus from their own core competencies.
This support can come directly from Haworth or through one of our strategic partners,
including our dealers. Although many of these services are typically fee based, all can be
negotiated based on project volume and contract scope. Others are included with the
overall relationship.
Programs for Supporting Facilities Operations
Refurbishment/Decommissioning
Maintenance
Assessing Facilities Performance
Planning Facilities Strategies
Comprehensive Facility Management Solutions
Assessing Facilities Performance
Planning Facilities Strategies
Managing Facilities Processes
Supporting Facilities
Programs for Assessing Facilities Performance
Work Process Analysis
Alternative Office Needs Assessment
Ergonomic Audit
Environmental Audit
•
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SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
B. Describe how Company proposes to distribute the Products/Services nationwide.
Include any states where Products and Services will not be offered under the Master
Agreement, including U.S. Territories and Outlying Areas.
Haworth products go to market via our national dealer network which provides local
services to customers throughout the United States. With dealerships located in all states
but Delaware, Maine, and Wyoming, Haworth provides products and services through its
network of nearly 300 authorized and preferred dealers across the country. In North
America, Haworth has established agreements (that are reviewed and negotiated annually)
for transportation and delivery of Haworth product. Product delivery is coordinated by
individual local dealers serving each Public Agency, and delivery is tracked by Haworth's
customer service team. Haworth also provides products and services to all US Territories
and Outlying Areas and the process for distribution is the same as it is for the Continental
US.
C. Identify all other companies that will be involved in processing, handling or shipping
the Products/Services to the end user.
All processing and handling from the point of placing the order to loading product onto
containers is done by either Haworth or the local dealership serving the particular Public
Agency. The transportation of all Haworth products to dealer warehouses or direct to end
users is handled via a network of contracted asset -based carriers across parcel, less -than -
truckload, full truckload, and intermodal. To ensure product consistently reaches its
destination on time and undamaged our Logistics team continuously evaluates
transportation practices and monitors carrier performance to provide outstanding results.
Although we do not publicly release the names of individual carrier companies, each
servicing dealer has full access to transportation data and will track the status of
shipments and report back to the Public Agency as required.
D. Provide the number, size and location of Company's distribution facilities,
warehouses and retail network as applicable.
In North America, all Haworth product is shipped from our 360,000 sq. ft. Distribution
Center at Haworth's headquarters in Holland, Michigan. Haworth is a Just -in -Time
manufacturer, meaning all products are manufactured to customer orders. As we do not
stock product or otherwise keep inventory on hand, the need for addition warehouse space
is negligible, however, all of our Preferred dealers have access to warehouse spaces,
either owned or contracted, and can provide warehouse services for customers across the
country, if requested. Haworth does not operate any retail spaces; all products are sold
and distributed through its dealer network.
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P A R T N E R S MUILOTTE
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
3.3 Marketing and Sales
A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to immediately implement the Master Agreement as Company's
primary go to market strategy for Public Agencies to Company's teams nationwide, to
include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector
go -to -market strategy within first 10 days.
ii. ii. Training and education of Company's national sales force with participation from
the Company's executive leadership, along with the OMNIA Partners team within first
90 days.
Haworth's executive leadership team will announce this award through various Haworth
communication channels within the first ten days of award. Communication channels
include Dealer Connect (a monthly video presentation sent to Haworth's 300-plus dealer
network), various Haworth -specific Yammer groups (Haworth's internal social media
vehicle), and direct emails to Haworth's nationwide sales management network. The
award and company strategy in serving OMNIA Partners, will also be announced at various
internal management meetings. Haworth's regional field sales personnel will call on public
agencies on regular intervals to provide program overviews and updates.
Tony Mayone, Haworth's Vice President, North American Business, is the executive sponsor
of this contract, and has worked directly with Tim Hodges, the Sales and Marketing
Program Manager dedicated to this contract, to develop training that enables our dealers
to best serve the various agencies under the Master Agreement. Future training will be
developed in collaboration with OMNIA Partners. In anticipation of transitioning service to
OMNIA Partners, training to Haworth's dealer network that previously serviced US
Communities customers has already begun. Ongoing training will occur- at dealer physical
locations and through WebEx teleconference meetings and includes explanation of the
transition process from current Lead Agency Fairfax County to the City of Charlotte as
Lead Agency. To date, four nationwide dealer teleconferences have been conducted with
over 150 Haworth dealer and Haworth salespeople attending these training events. In
addition, numerous dealer training sessions have been conducted at dealer locations
throughout the US. Our training strategy will continue if awarded this contract.
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SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to market the Master Agreement to current Participating Public
Agencies, existing Public Agency customers of Company, as well as to prospective Public
Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co -branded press release to trade publications.
ii. Announcement, contract details and contact information published on the Supplier's
website within first 90 days.
iii. Design, publication and distribution of co -branded marketing materials within first 90
days.
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP
Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings,
Regional Cooperative Summits, etc.) and Company -specific trade shows, conferences
and meetings throughout the term of the Master Agreement.
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area
reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and
staffed by Company. In addition, Company commits to provide reasonable assistance to
the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by
OMNIA Partners.
vi. Design and publication of national and regional advertising in trade publications
throughout the term of the Master Agreement.
vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case
studies, collateral pieces, presentations, promotions, etc.).
viii. Dedicated OMNIA Partners internet web -based homepage on Company's website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of contract and amendments between Principal Procurement Agency and
Company;
o Summary of Products and pricing;
Marketing Materials;
:3 Electronic link to OMNIA Partners' website including the online registration
page; and
ci A dedicated toll -free number and email address for OMNIA Partners.
Tim Hodges, the Sales and Marketing Program Manager for the OMNIA Partners contract, will
have primary responsibility for ensuring the promotion of the Master Agreement nationally.
He will work closely with other departments at Haworth (Marketing, Public Relations, Field
Sales, Dealer Development) to develop processes and marketing collateral to be made
available to both existing Public Agency customers, as well as prospective ones. All
marketing and promotion will be conducted within the terms and methods set forth in the
RFP.
P�IE
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❑ocuaign Envelope ID:4F25F81E-Fo3A-4B32-872B-CB2G'------"
OMNIA --�
PARTNERS CHARLOT
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to market the Master Agreement to current Participating Public
Agencies...
(continued)
Upon award, Haworth will work with the OMNIA Partners' Cooperative Purchasing Program to
develop a co -branded news release. Haworth will release it at a date and time agreed upon by
all stakeholders (within the first 10 days of award). The announcement will be sent to various
trade publications, posted on the Media Room at Haworth.com, and publicized via internal
and external social media channels. Further, Haworth has several intranet website options
that provide outstanding communication tools, and the award, along with all required
contract details and contact information will be published on those sites on the day of the
official contract award.
Conference and trade show attendance and participation will be an important element of
managing the project. Tim Hodges attended OMNIA Partners' national conference in July, and
he will continue to ensure Haworth is actively participating in future national conferences and
regional events, including the NIGP Annual Forum and NPI Conferences. Haworth will be
further represented at regional events and trade shows throughout the year by Haworth field
sales members and representatives of Haworth's extensive dealer network that service and
support local Public Agencies.
Working in close collaboration with OMNIA Partners' marketing department, Haworth will
begin development of co -branded marketing material within 2 weeks of contract award, with
completion of all collateral within the first 90 days of award notification. Haworth has
extensive experience in co -branding marketing materials for contracts, including government
contracts. Given the potential sales associated with the City of Charlotte and other OMNIA
Partners projects, these co -branded materials will be given high priority for completion and
distribution.
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OccUSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
AMNIA -Oil
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P A R T N E R S QLARLOYM
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
C. Describe how Company will transition any existing Public Agency customers' accounts to
the Master Agreement available nationally through OMNIA Partners. Include a list of current
cooperative contracts (regional and national) Company holds and describe how the Master
Agreement will be positioned among the other cooperative agreements.
Haworth's transition of existing Public Agency customers' accounts from US Communities to
the Master Agreement for OMNIA Partners has already been implemented and was
completed in the spring of 2019. Tim Hodges, the Program Manager, is available to respond
to any individual questions Public Agencies may have. As a just -in -time manufacturer with
extensive manufacturing capacity, the need to prioritize one customer's work against
another is eliminated. Due to the anticipated volume of OMNIA Partners sales, however, we
have resources in place to ensure OMNIA Partners' Master Agreement is executed with
constant attention, and all orders are tracked at every stage from order entry through
installation. Haworth will meet all delivery requirements, even for large volume projects
occurring simultaneously in multiple locations. Our North American manufacturing plants
utilize state of the art technology, and capacity exceeds $20 million per week. Our
dedicated project team will have direct access to corporate specialists to help service and
support your project, including product experts, engineers, and customer service
representatives. Because we build everything to order (rather than the traditional
forecasting and stocking that "fill rate" normally implies), our fill rate requirement is 100%.
D. Acknowledge Company agrees to provide its logo(s) to OMNIA Partners and agrees to
provide permission for reproduction of such logo in marketing communications and
promotions. Acknowledge that use of OMNIA Partners logo will require permission for
reproduction, as well.
Haworth agrees to provide continued use of its logo to OMNIA Partners, within the terms as
stated, throughout the term of the contract.
E. Confirm Company will be proactive in direct sales of Company's Products and Services to
Public Agencies nationwide and the timely follow up to leads established by OMNIA
Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the
Company's sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal
Procurement Agency;
ii. Best government pricing;
iii. No cost to participate; and
iv. Non-exclusive contract.
Haworth agrees to continue to proactively support direct sales of its products and follow up
on leads per the terms set forth in the RFP.
ID
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JncuSign Enve:ope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
OMNIA
P A R T N E R S C ML OTTE
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
F. Confirm Company will train its national sales force on the Master Agreement. At a
minimum, sales training should include:
i. Key features of Master Agreement;
ii. Working knowledge of the solicitation process;
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through
OMNIA Partners; and
iv. Knowledge of benefits of the use of cooperative contracts.
Haworth confirms it will provide training to field sales members on the Master Agreement
per the terms set forth in the RFP.
G. Provide the name, title, email and phone number for the person(s), who will be
responsible for:
i. Executive Support;
ii. Marketing;
iii. Sales;
iv. Sales Support;
v. Financial Reporting;
vi. Accounts Payable; and
vii. Contracts.
Executive Support
Tony Mayone, Vice President N.A. Business Segments - Federal Government, Education,
Healthcare
703-863-2520 (cell)
Marketing, Sales, Sales Support
Tim Hodges, Sales and Marketing Program Manager - OMNIA Partners
616-834-1994 (cell)
Financial Reporting, Contracts, Accounts Payable_
Dan Vredevoogd, Contract Analyst II
616-879-5828 (cell); 616-393-3812 (desk)
PNC HAWORTH-
q.oc 1Sign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
OMNIA ---
P A R T N E S CMOrM
A.
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
H. Describe in detail how Company's national sales force is structured, including contact
information for the highest -level executive in charge of the sales team.
Haworth's highest executive overseeing company sales is Todd James, Vice President Global
Sales.
I. Explain in detail how the sales teams will work with the OMNIA Partners team to
implement, grow and service the national program.
Haworth's field sales personnel will call on participating Public Agencies on regular
intervals to provide program overviews and updates. They will also reach out to non-
participating agencies and provide information on the Master Agreement and the benefits of
participation. In addition, Haworth will participate in any conference where sellers can
support the value we bring, such as the NIGP Annual Forum, or any other regional seminars
or conferences for procurement professionals.
J. Explain in detail how Company will manage the overall national program throughout the
term of the Master Agreement, including ongoing coordination of marketing and sales
efforts, timely new Participating Public Agency account set-up, timely contract
administration, etc.
Tim Hodges, (Haworth's dedicated Sales and Marketing Program Manager for the OMNIA
Partners account) has nearly two decades of project management experience, more than
five of which have been managing large accounts at Haworth, including US Communities.
OMNIA Partners will benefit from our long-term experience (18+ years) working with the US
Communities account as there is an existing substructure in place to manage the Master
Agreement. Although it will be modified to meet the specific needs and requirements of
OMNIA Partners, there is already a process in place to coordinate marketing and sales
efforts. Tim works alongside a team of other Haworth professionals who assist in marketing,
administer the contract, set up new participating public agencies, and report monthly to
OMNIA Partners. He will continue to provide ongoing dealer training (either live or via
teleconference communication tools) to ensure the entire team is well -positioned to
implement the contract to its fullest potential.
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Jocu Sign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
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P A R T N E R 5 (1111 R.LO17TE
SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
K. State the amount of Company's Public Agency sales for the previous fiscal year. Provide a
list of Company's top 10 Public Agency customers, the total purchases for each for the previous
fiscal year along with a key contact for each.
Sales with US Communities agencies in 2018 were $56.7 million. Top 10 customers and their
total purchases that year:
City of Long Beach (CA)
$3,412,843
County of Riverside (CA
$2,508,382
Tulare County Purchasing (CA)
$1,691,322
County of Los Angeles (CA)
$1,650,658
University of Southern California (CA)
$1,271,159
Clark County Real Property Management (NV)
$1,122,810
Stanislaus County (CA)
$ 947,819
Foundation for Cal Community College (CA)
$ 908,224
Palomar Community College (CA)
$ 842,864
City of Durham Police HQ (NC)
$ 817,006
L. Describe Company's information systems capabilities and limitations regarding order
management through receipt of payment, including description of multiple platforms that may
be used for any of these functions.
Customer orders are validated in Lynx, Haworth's proprietary web -based order system. This
SAP based e-procurement tool has the ability to interface with many different procurement
systems used by our clients, including Ariba, Coupa, and others. Lynx communicates with
dealers throughout every aspect of the order, enhancing transparency to our customers.
Dealers have visibility when orders are acknowledged, so they can see delivery dates, review
reports, track shipments, see carrier information, and obtain Bill of Lading. Billing is based on
contractual discounts, and invoicing is generated systematically, ensuring 100% accuracy.
Haworth invoices upon shipment. Electronic, emailed, or faxed invoices are linked the Bill of
Lading and are sent the morning after orders have shipped.
M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental
Purchasing Alliance Company Administration Agreement) that Company will guarantee each
year under the Master Agreement for the initial three years of the Master Agreement
("Guaranteed Contract Sales").
$_n/a .00 in year one
$_n/a .00 in year two
$_n/a .00 in year three
To the extent Company guarantees minimum Contract Sales, the administration fee shall be
calculated based on the greater of the actual Contract Sales and the Guaranteed Contract
Sales.
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3ocuSign Envelope ID: 4F25F81E-F03A-41332-87213-C62C472ME74
OMNIAR �--
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SECTION 8 - EXHIBIT A - RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement
without further formal solicitation, there may be circumstances where Public Agencies will issue
their own solicitations. The following options are available when responding to a solicitation for
Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement not -to -
exceed pricing, Company may respond with lower pricing through the Master Agreement. If
Company is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners
under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public
Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA
Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master
Agreement, and include Master Agreement as the alternate or additional proposal. Detail
Company's strategies under these options when responding to a solicitation.
Haworth acknowledges compliance with the above -stated options in cases where Public Agencies
may submit their own solicitations.
17) C HAWORTH-
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DocuSign Envelope I D: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Requirements — Exhibit A
OMNIA PARTNERS EXHIBITS
EXHIBIT A — RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master
Agreement or in the Administration Agreement between Supplier and OMNIA Partners.
1.1 Requirement
The City of Charlotte (hereinafter defined and referred to as "Principal Procurement Agency"),
on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a
Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), is
requesting proposals for Furniture, Installation and Related Products and Services. The intent
of this Request for Proposal is any contract between Principal Procurement Agency and
Company resulting from this Request for Proposal ("Master Agreement") be made available
to other public agencies nationally, including state and local governmental entities, public and
private primary, secondary and higher education entities, non-profit entities, and agencies for
the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing
program. The Principal Procurement Agency has executed a Principal Procurement Agency
Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has
agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency
is preceded by their registration with OMNIA Partners as a Participating Public Agency in
OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a
Participating Public Agency is accomplished by Public Agencies entering into a Master
Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as
Exhibit C. The terms and pricing established in the resulting Master Agreement between the
Company and the Principal Procurement Agency will be the same as that available to
Participating Public Agencies through OMNIA Partners.
All transactions, purchase orders, invoices, payments etc., will occur directly between the
Company and each Participating Public Agency individually, and neither OMNIA Partners,
any Principal Procurement Agency nor any Participating Public Agency, including their
respective agents, directors, employees or representatives, shall be liable to Company for any
acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is
responsible for knowing the tax laws in each state.
This Exhibit A defines the expectations for qualifying Companies based on OMNIA Partners'
requirements to market the resulting Master Agreement nationally to Public Agencies. Each
section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions
of competing Companies on a national level in order to serve Participating Public Agencies
through OMNIA Partners.
These requirements are incorporated into and are considered an integral part of this RFP.
OMNIA Partners reserves the right to determine whether or not to make the Master Agreement
awarded by the Principal Procurement Agency available to Participating Public Agencies, in
its sole and absolute discretion, and any parry submitting a response to this RFP acknowledges
that any award by the Principal Procurement Agency does not obligate OMNIA Partners to
make the Master Agreement available to Participating Procurement Agencies.
FURNITURE. INSTALLATION AND RF.I.ATF.D PRODUCTS AND SF.Ri ICES
RFPN 269-2019-105 JUNE 19, 2019
56
DocuSign Envelope ID: 4F25F81 E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Requirements — Exhibit A
1.2 Marketing, Sales and Administrative Support
During the tern of the Master Agreement OMNIA Partners intends to provide marketing, sales
and administrative support for Company pursuant to this section that directly promotes the
Company's products and services to Participating Public Agencies through multiple channels,
each designed to promote specific products and services to Public Agencies on a national basis.
The OMNIA Partners marketing team will work in conjunction with Company to promote the
Master Agreement to both existing Participating Public Agencies and prospective Public
Agencies through channels that may include:
A. Marketing collateral (print, electronic, email, presentations)
B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Company to promote the
Master Agreement to both existing Participating Public Agencies and prospective Public
Agencies through initiatives that may include:
A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Company teams
The OMNIA Partners contracting teams will work in conjunction with Company to promote
the Master Agreement to both existing Participating Public Agencies and prospective Public
Agencies through:
A. Serving as the subject matter expert for questions regarding joint powers authority and
state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Company teams
D. Regular business reviews to monitor program success
E. General contract administration
Companies are required to pay an administrative fee of three percent (3%) of the greater of the
Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request
for Proposal. Company will be required to execute the OMNIA Partners Administration
Agreement (Exhibit B).
1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately
$300M annually. While no minimum volume is guaranteed to Company, the estimated annual
volume is projected based on the current annual volumes among the Principal Procurement
Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master
Agreement to be made available to them through OMNIA Partners, and volume growth into
other Public Agencies through a coordinated marketing approach between Company and
OMNIA Partners.
FURNITURE, INSTALLATION AND RF,L9TED PRODUCTSAND SERVICES
RFPH 269-2019-105 JUNE 19, 2019
57
DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Requirements —Exhibit A
1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement
Agency will, at OMNIA Partners option, be the basis of award on a national level through
OMNIA Partners. If multiple Companies are awarded by Principal Procurement Agency
under the Master Agreement, those same Companies will be required to extend the Master
Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the
Master Agreement by Participating Public Agencies will be at the discretion of the individual
Participating Public Agency. Certain terms of the Master Agreement specifically applicable
to the Principal Procurement Agency are subject to modification for each Participating Public
Agency as Company, such Participating Public Agency and OMNIA Partners shall agree.
Participating Agencies may request to enter into a separate supplemental agreement to further
define the level of service requirements over and above the minimum defined in the Master
Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity
requirements such as minority and woman owned businesses, historically underutilized
business, governing law, etc.). It shall be the responsibility of the Company to comply, when
applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating
Agency. It shall further be the responsibility of the Company to monitor the prevailing wage
rates as established by the appropriate department of labor for any increase in rates during the
term of this contract and adjust wage rates accordingly. Any supplemental agreement
developed as a result of the Master Agreement is exclusively between the Participating
Agency and the Company (Contract Sales are reported to OMNIA Partners).
All purchase orders issued and accepted by the Company may survive expiration or
termination of the Master Agreement. Participating Agencies' purchase orders may exceed the
term of the Contract if the purchase order is issued prior to the expiration of the Contract.
Company is responsible for reporting all sales and paying the applicable administrative fee for
sales that use the Master Agreement as the basis for the purchase order, even though Master
Agreement may have expired.
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through
OMNIA Partners' cooperative program:
A. Provide a comprehensive competitively solicited and awarded national agreement offering
the Products covered by this solicitation to Participating Public Agencies;
B. Establish the Master Agreement as the Company's primary go to market strategy to Public
Agencies nationwide;
C. Achieve cost savings for Company and Public Agencies through a single solicitation
process that will reduce the Company's need to respond to multiple solicitations and
Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve
cost effective pricing.
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OMNIA Partners Requirements — Exhibit A
2.0 REPRESENTATIONS AND COVENANTS
As a condition to Company entering into the Master Agreement, which would be available to all Public
Agencies, Company must make certain representations, warranties and covenants to both the Principal
Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement
for a]I Participating Public Agencies as well as the Company.
2.1 Corporate Commitment
Company commits that (1) the Master Agreement has received all necessary corporate
authorizations and support of the Company's executive management, (2) the Master
Agreement is Company's primary "go to market" strategy for Public Agencies, (3) the Master
Agreement will be promoted to all Public Agencies, including any existing customers, and
Company will transition existing customers, upon their request, to the Master Agreement, and
(4) that the Company has read and agrees to the terms and conditions of the Administration
Agreement with OMNIA Partners and will execute such agreement concurrent with and as a
condition of its execution of the Master Agreement with the Principal Procurement Agency.
Company will identify an executive corporate sponsor and a separate national account
manager within the RFP response that will be responsible for the overall management of the
Master Agreement.
2.2 Pricing Commitment
Company commits the not -to -exceed pricing provided under the Master Agreement pricing is
its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a
Participating Public Agency is eligible for lower pricing through a national, state, regional or
local or cooperative contract, the Company will match such lower pricing to that Participating
Public Agency under the Master Agreement.
2.3 Sales Commitment
Company commits to aggressively market the Master Agreement as its go to market strategy
in this defined sector and that its sales force will be trained, engaged and committed to offering
the Master Agreement to Public Agencies through OMNiA Partners nationwide. Company
commits that all Master Agreement sales will be accurately and timely reported to OMNIA
Partners in accordance with the OMNIA Partners Administration Agreement. Company also
commits its sales force will be compensated, including sales incentives, for sales to Public
Agencies under the Master Agreement in a consistent or better manner compared to sales to
Public Agencies if the Company were not awarded the Master Agreement.
3.0 COMPANY RESPONSE
Company must supply the following information in order for the Principal Procurement Agency to
determine Company's qualifications to extend the resulting Master Agreement to Participating Public
Agencies through OMNIA Partners.
3.1 Company
A. Brief history and description of Company.
B. Total number and location of sales persons employed by Company.
C. Number and location of support centers (if applicable) and location of corporate office.
D. Annual sales for the three previous fiscal years.
E. Submit FEIN and Dunn & Bradstreet report.
F. Describe any green or environmental initiatives or policies.
G. Describe any diversity programs or partners Company does business with and how
Participating Agencies may use diverse partners through the Master Agreement. Indicate
how, if at all, pricing changes when using the diversity program.
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H. Describe any historically underutilized business certifications Company holds and the
certifying agency. This may include business enterprises such as minority and women
owned, small or disadvantaged, disable veterans, etc.
I. Describe how Company differentiates itself from its competitors.
1. Describe any present or past litigation, bankruptcy or reorganization involving Company.
K. Felony Conviction Notice: indicate if the Company
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or
c. is owned or operated by and individual(s) who has been convicted of a felony and
provide the names and convictions.
L. Describe any debarment or suspension actions taken against Company.
3.2 Distribution, Logistics
A. Describe the full line of Products and Services offered by Company.
B. Describe how Company proposes to distribute the Products/Services nationwide. Include
any states where Products and Services will not be offered under the Master Agreement,
including U.S. Territories and Outlying Areas.
C. Identify all other companies that will be involved in processing, handling or shipping the
Products/Services to the end user.
D. Provide the number, size and location of Company's distribution facilities, warehouses
and retail network as applicable.
3.3 Marketing and Sales
A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to immediately implement the Master Agreement as Company's
primary go to market strategy for Public Agencies to Company's teams nationwide, to
include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector
go -to -market strategy within first 10 days.
ii. Training and education of Company's national sales force with participation from
the Company's executive leadership, along with the OMNIA Partners team within
first 90 days.
B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement
describing the strategy to market the Master Agreement to current Participating Public
Agencies, existing Public Agency customers of Company, as well as to prospective Public
Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co -branded press release to trade publications.
ii. Announcement, contract details and contact information published on the Supplier's
website within first 90 days.
iii. Design, publication and distribution of co -branded marketing materials within first
90 days.
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e.
NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter
Meetings, Regional Cooperative Summits, etc.) and Company -specific trade shows,
conferences and meetings throughout the term of the Master Agreement.
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area
reserved by OMNIA Partners for partner suppliers. Booth space will be purchased
and staffed by Company. In addition, Company commits to provide reasonable
assistance to the overall promotion and marketing efforts for the NIGP Annual
Forum, as directed by OMNIA Partners.
vi. Design and publication of national and regional advertising in trade publications
throughout the term of the Master Agreement.
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vii. Ongoing marketing and promotion of the Master Agreement throughout its tern
(case studies, collateral pieces, presentations, promotions, etc.).
viii. Dedicated OMNIA Partners internet web -based homepage on Company's website
with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
■ Copy of contract and amendments between Principal Procurement Agency and
Company;
■ Summary of Products and pricing;
Marketing Materials;
Electronic Iink to OMNIA Partners' website including the online registration
page; and
A dedicated toll -free number and email address for OMNIA Partners.
C. Describe how Company will transition any existing Public Agency customers' accounts
to the Master Agreement available nationally through OMNIA Partners. Include a list of
current cooperative contracts (regional and national) Company holds and describe how
the Master Agreement will he positioned among the other cooperative agreements.
D. Acknowledge Company agrees to provide its logos) to ❑MNIA Partners and agrees to
provide permission for reproduction of such logo in marketing communications and
promotions. Acknowledge that use of OMNIA Partners logo will require permission for
reproduction, as well.
E. Confirm Company will be proactive in direct sales of Company's Products and Services
to Public Agencies nationwide and the timely follow up to leads established by OMNIA
Parmers. All sales materials are to use the OMNIA Partners logo. At a minimum, the
Company's sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal
Procurement Agency;
ii. Best government pricing;
iii. No cost to participate; and
iv. ,Non-exclusive contract,
F. Confirm Company will train its national sales force on the Master Agreement. At a
minimum, sales training should include:
i. Key features of Master Agreement;
ii. Working knowledge of the solicitation process;
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement
through OMNIA Partners; and
iv. Knowledge of benefits of the use of cooperative contracts.
G. Provide the name, title, email and phone number for the person(s), who will be responsible
for:
i. Executive Support;
ii. Marketing;
iii. Sales;
iv. Sales Support;
v, Financial Reporting;
vi. Accounts Payable; and
vii. Contracts.
H. Describe in detail how Company's national sales force is structured, including contact
information for the highest -level executive in charge of the sales team.
1. Explain in detail how the sales teams will work with the OMNIA Partners team to
implement, grow and service the national program.
J. Explain in detail how Company will manage the overall national program throughout the
term of the Master Agreement, including ongoing coordination of marketing and sales
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efforts, timely new Participating Public Agency account set-up, timely contract
administration, etc.
K. State the amount of Company's Public Agency sales for the previous fiscal year. Provide
a list of Company's top 10 Public Agency customers, the total purchases for each for the
previous fiscal year along with a key contact for each.
L. Describe Company's information systems capabilities and limitations regarding order
management through receipt of payment. including description of multiple platforms that
may be used for any of these functions.
M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental
Purchasing Alliance Company Administration Agreement) that Company will guarantee
each year under the Master Agreement for the initial three years of the Master Agreement
("Guaranteed Contract Sales").
$ 0, .00 in year one
$ .00 in year two
$ .00 in year three
I
To the extent Company guarantees minimum Contract Sales, the administration fee shall
be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract
Sales.
N. Even though it is anticipated many Public Agencies will be able to utilize the Master
Agreement without further formal solicitation, there may be circumstances where Public
Agencies will issue their own solicitations. The following options are available when
responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA
Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement
not -to -exceed pricing, Company may respond with lower pricing through the
Master Agreement. If Company is awarded the contract, the sales are reported as
Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that
the Public Agency refuses to utilize Master Agreement (Contract Sales are not
reported to OMNIA Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than
Master Agreement, and include Master Agreement as the alternate or additional
proposal.
Detail Company's strategies under these options when responding to a solicitation.
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OMNIA PARTNERS EXHIBITS
EXHIBIT B - ADMINISTRATION AGREEMENT, EXAMPLE
OMNIA
P A R T N R S
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this day of 20
between National Intergovernmental Purchasing Alliance Company, aDelaware corporation d/b/a OMNIA
Partners, Public Sector ("OMNIA Partners, Public Sector"), and ("Supplier").
RECITALS
WHEREAS, the (the 'Principal Procurement Agency") has entered into a
Master Agreement effective Agreement No , by and between the Principal
Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof,
the "Master Agreement'), as attached hereto as Exhibit A and incorporated herein by reference as though fully
set forth herein, for the purchase of (the 'Product');
WHEREAS, said Master Agreement provides that any or all public agencies, including state and local
governmental entities, public and private primary, secondary and higher education entities, non-profit entities,
and agencies for the public benefit (collectively, 'Public Agencies"), that register (either via registration on
the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative
Purchasing Agreement, attached hereto as Exhibit B each, hereinafter referred to as a 'Participating Public
Agency") may purchase Product at prices stated in the Master Agreement;
WHEREAS, Participating Public Agencies may access the Master Agreement which is offered
through OMNIA Partners, Public Sector to Public Agencies;
WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master
Agreement on behalf of Principal Procurement Agency;
WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with
administration of the Master Agreement; and
WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make
available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions
governing the relationship between OMNIA Partners, Public Sector and Supplier.
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual
covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows:
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DEFINITIONS
1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the
meanings given to them in the Master Agreement.
TERMS AND CONDITIONS
2. The Master Agreement and the terms and conditions contained therein shall apply to this
Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees
that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto
resulting in the Master Agreement are incorporated herein and are an integral part hereof.
3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and
indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement,
and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners,
Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not
limited to, Supplier's obligation to obtain appropriate insurance.
4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations
as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth
herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be
undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the
Master Agreement.
5. With respect to any purchases by Principal Procurement Agency or any Participating Public
Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a
dealer, re -marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency
or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by
Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master
Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated,
liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to
comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due
authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public
Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement
Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master
Agreement.
6. OMNIA Partners, Public Sector shall not be responsible for Supplier's performance underthe
Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that
may arise from the acts or omissions of Supplier in connection with the MasterAgreement.
7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIAPARINERS,
PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND
WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR' PERFORMANCE AS A
CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. NEITHER OMNIA PARINERS,
PUBLIC SECTOR NOR SUPPLIER SHALL NO -BE LIABLE IN ANY WAY FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE
DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
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TERM OF AGREEMENT; TERMINATION
8. This Agreement shall be in effect so long asthe MasterAgreement remains in effect, provided,
however, that the provisions of Sections 3 — 8 and 12 —23, hereof and the indemnifications afforded by the
Supplierto OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive
any expiration or termination ofthe Master Agreement, shall survive the expiration or termination ofthis
Agreement.
9. Supplier's failure to maintain its covenants and commitments contained in this Agreement or
any action ofthe Supplierwhich gives rise to aright by Principal Procurement Agency to terminate the Master
Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30)
days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA
Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector'
sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on
the date of the termination or expiration of the Master Agreement.
NATIONAL PROMOTION
10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of
the Master Agreement's products and services to Public Agencies and such agencies' employees, Supplier
shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program
by either registering on the OMNIA Partners, Public Sector website,(www.omni ertncrs .comltntblicseraor],
or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the
Participating Public Agency's first sales order. Upon request, Supplier shall make available to interested
Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such
Public Agencies to evaluate potential purchases.
11. Supplier shall provide such marketing and administrative support as set forth in the solicitation
resulting in the Master Agreement, including assisting in development of marketing materials as reasonably
requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible
for obtaining permission or license ofuse and payment of any license fees for all content and images Supplier
provides to OMNLA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier
shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and
images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby
grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such party's logo
(each, the "Logo") solely for use in marketing the Master Agreement. Each party shall provide the other party
with the standard terms ofuse of such party's Logo, and such party shall comply with such terms in all material
respects. Both parties shall obtain approval from the other party prior to use of such party's Logo.
Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party
shall have any right, title or interest in the other party's Logo,. Upon termination of this Agreement, each party
shall immediately cease use of the other party's Logo.
ADMINISTRATIVE FEE, REPORTING & PAYMENT
12. An "Administrative Fee" shall be defined and due to OMNIA Partners, Public Sector from
Supplier in the amount of G*ee iwU percent (320/.) � Admitixstrativr Fee Percentage") -multiplied t!y the total Commented [JL1I: Based upon prior agreement with L
purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale ofproducts Communities being 2 /, Haworth believes 2 / is
and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master competitive Haworth remains open to discussing the fee
Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time upon award.
to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically
identified Participating Public Agency's Contract Sales.
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13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report
monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each
calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"),
attached hereto and incorporated herein by reference, Contract Sales Reports for each calendar month shall be
provided by Supplier to OMNIA Partners, Public Sector by the 10th day of the following month. Failure to
provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach
of this Agreement and ifnot cured within thirty (30) days ofwritten notice to Supplier shall be deemed a cause
for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this
Agreement, at OMNIA Partners, Public Sector' sole discretion.
14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the
frequency and on the due date stated in Section 13, above, for Supplier's submission of corresponding Contract
Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the
OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a
payment of the Administrative Fee within the time and manner specified herein shall constitute a material
breach ofthis Agreement and ifnot cured within thirty (30) days ofwritten notice to Supplier shall be deemed
a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or
this Agreement, at OMNIA Partners, Public Sector' sole discretion. All Administrative Fees not paid when
due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the
maximum rate permitted by law until paid in full.
15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies
under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public
Sector' sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales
Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector
receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an
independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all
materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location
designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting
underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in
writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA
Partners, Public Sector'reasonable satisfaction, including payment of any Administrative Fees due and owing,
together with interest thereon in accordance with Section 13, and reimbursement ofOMN]A Partners. Public
Sector' costs and expenses related to suck, audiChut only if such' audit rcvealtd an nnderRavme3 t of
Aciministratrve F'eLs cxceediqg S 5.000.00.
GENERAL PROVISIONS
16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and
all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter
hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is
not contained or incorporated herein shall be valid or binding. In the event of any conflict between the
provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and
Supplier, the provisions of this Agreement shallprevail,
17. If any action at law or in equity is brought to enforce or interpret the provisions of this
Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to
reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.
18. This Agreement and OMNIA Partners, Public Sector' rights and obligations hereunder may
be assigned at OMNIA Partners, Public Sector' sole discretion to an affiliate of OMNIA Partners, Public
Sector, any purchaser of any or all or substantially all of the assets of OMNIA Partners, Public Sector, or the
successor entity as aresult ofamerger, reorganization, consolidation, conversion orchange ofcontrol, whether
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by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written
consent of OMNIA Partners, Public Sector.
19. All written communications given hereunder shall be delivered by first-class mail, postage
prepaid, or overnight delivery on receipt to the addresses as set forth below.
A. OMNIA Partners, Public Sector:
OMNIA Partners, Public Sector
Attn: President
840 Crescent Centre Drive
Suite 600
Franklin, TN 37067
B. Supplier:
20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative
or unenforceable, the same shall not affect any other provision or provisions herein contained or render the
same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by
limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal
and enforceable.
21. This Agreement may not be amended, changed, modified, oraltered without the prior written
consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a
writing signed by the parties . A waiver of any particular provision will not be deemed a waiver of any other
provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.
22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners,
Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations
contained herein.
23. This Agreement will be construed under and governed by the laws of the State of Delaware,
excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be
commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.
24. This Agreement may be executed in counterparts, each of which is an original but all of which,
together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of
signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all
purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will
be deemed to be their original signatures for any purpose whatsoever.
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[INSERT SUPPLIER ENTITY NAME]
Signature
Name
Title
Date
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OMNIA PARTNERS, PUBLIC SECTOR
Signature
Sarah Vavra
Name
Sr, Vice President, Public Sector
Contractia
Title
Date
68
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Section 8
OMNiA Partners Requirements - Exhibit F
OMNIA PARTNERS EXHIBITS
EXHIBIT F- FEDERAL FUNDS CERTIFICATIONS
FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL. GRANT
TO WHOM IT MAY CONCERN:
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This
form should be completed and returned with proposal.
The following certifications and provisions may be required and apply when a Participating Agency expends
federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326. all
contracts, including small purchases, awarded by the Participating Agency and the Participataig Agency's
subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.
_APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the
inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense
Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address
administrative, contractual, or legal remedies in instances where contractors violate or breach contract
terms, and provide for such sanctions and penalties as appropriate.
Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating
Agency reserves all rights and privileges under the applicable laws and regulations with respect to this
procurement in the event of breach of contract by either party.
Does offeror agree? YES Af Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by
whkh it will be effected and the basis for settlement. (All contracts in excess of $10,000)
Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating
Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this
procurement process in the event of a breach or default of the agreement by Offcror in the event Offeror
fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement
solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in
accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right
to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency
believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be
compensated for work performed and accepted and goods accepted by Participating Agency as of the
termination date if the contract is terminated for convenience of Participating Agency. Any award under this
procurement process is not exclusive and Participating Agency reserves the right to purchase goods and
services from other offerors when it is in Participating Agency's best interest.
Does offeror agree? YES
Initials of Authorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3
must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319,12935, 3 CFR Part,1964-
1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor."
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Section 8
OMNtA Partners Re uirements - Exhibit F
Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally
assisted construction contract, the equal opportunity clause is incorporated by reference herein.
Does offeror agree to abide by the above? YES A �r Initials of Authorized Representative of offeror
(D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must
include a provision for compliance with the Davis -Bacon Act (40 U.S.C, 3141-3144, and 3146-3148)
as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with
the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less
than the prevailing wages specified in a wage determination made by the Secretary of Labor. In
addition, contractors must be required to pay wages not less than once a week. The non -Federal entity
must place a copy of the current prevailing wage determination issued by the Department of Labor in
each solicitation. The decision to award a contract or subcontract must be conditioned upon the
acceptance of the wage determination. The non- Federal entity must report all suspected or reported
violations to the Federal awarding agency. The contracts must also include a provision for compliance
with the Copeland"Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person employed
in the construction, completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported
violations to the Federal awarding agency.
Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of
an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all
applicable Davis -Bacon Act provisions.
Does offeror agree? YES 111Z_ Initials of Authorized Representative of offeror
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all
contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act,
each contractor must be required to compute the wages of every mechanic and laborer on the basis of
a standard work week of 40 hours. Work in excess of the standard work week is permissible provided
that the worker is compensated at a rate of not less than one and a half times the basic rate of pay
for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704
are applicable to construction work and provide that no laborer or mechanic must be required to work
in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or contracts for transportation or transmission of intelligence.
Pursuant to federal Rule (r.) above, when a Participating AP-ency expends federal funds, offeror certifies that
offeror be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards
Act during the term of an award for all contracts by Participating Agency resulting from this procurement
process.
Does offeror agree? YES &IL2Initials of Authorized Representative of offeror
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Section 8
OMNIA Partners Reauirements - Exhibit F
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes
to enter into a contract with a small business firm or nonprofit organization regarding the substitution
of parties, assignment or performance of experimental, developmental, or research work under that
"funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR
Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any implementing regulations
issued by the awarding agency.
Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency resulting from this
procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal
Rule (F) above.
Does offeror agree? YES Initials of Authorized Representative of offeror
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a
provision that requires the non- Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency member resulting from
this procurement process, the offeror agrees to comply with all applicable requirements as referenced in
Federal Rule (G) above.
Does offeror agree? YES M<Jle— Initials of Authorized Representative of offeror
(I) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive
Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or
otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory
authority other than Executive Order 12549.
Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term of an award for all contracts by Participating Agency resulting, from this
procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
Does offeror agree? YES fi a Initials of Authorized Representative of offeror
(1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -Federal award.
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Section 8
OMNIA Partners Requirements - Exhibit F
Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror
certifies that during the term and after the awarded term of an award for all contracts by Participating Agency
resulting from this procurement process, the offeror certifies that it is in compliance with all applicable
provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(I ) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with
the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering
into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a
Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal
grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying", in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents
for all covered sub -awards exceeding $100,000 in Federal funds at all appropriate tiers and that all
subreeipients shall certify and disclose accordingly.
Does offeror agree? YES Initials of Authorized Representative of offeror
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement
process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR §
200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for
a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual
financial reports, as applicable, and all other pending matters are closed.
Does offeror agree? YES 0 Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION
ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process,
offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).
Does offeror agree? YES N r,5,V Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad
Administration, or Federal Transit Administration funds, offeror certifies that its products comply with
all applicable provisions of the Buy America Act and agrees to provide such certification or applicable
waiver with respect to specific products to any Participating Agency upon request. Purchases made in
accordance with the Buy America Act must still follow the applicable procurement rules calling for free
and open competition.
Does offeror agree? YES , Initials of Authorized Representative of offeror
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Section 8
OMNIA Partners Requirements - Exhibit F
PROCUREMENT OF RECOVERED MATERIALS REQUIREMENTS FOR-2 C.F.R. §200.322
Participating Agency and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part
247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery. and establishing an affirmative
procurement program for procurement of recovered materials identified in the EPA guidelines..
Does Vendor agree? YES Initials of Authorized Representative of offeror
CERTIFICATION OF ACCESS TO RECORDS — 2 C.F.R. § 200.336
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall
have access to any books, documents, papers and records of offeror that are directly pertinent to offeror's
discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and
transcriptions. The right also includes timely and reasonable access to offeror's personnel for the purpose of
interview and discussion relating to such documents.
Does offeror agree? YES In r= Initials of Authorized Representative of offeror
CERTIFICATION OF AFFORDABLE CARE ACT
Offeror understands and agrees that it shall be solely responsible for compliance with the patient Protection
and Affordable Care Act, Public Law 111-148 and the Health Care and Education Reconciliation Act I 1 l-
152 (collectively the Affordable Care Act "ACA"). The Offeror shall bear sole responsibility for providing
health care benefits for its employees who provide services as required by Federal law.
Does offeror agree? YESInitials of Authorized Representative of offeror
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and
conditions.
Does offeror agree? YES �S °� Initials of Authorized Representative of offeror
Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as
applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws,
acts, regulations, etc. as specifically noted above.
Offeror's Name:
Address, City, State, and Zip Code;
rwp 4&ujor4-1, Gw(� C , foal/ �f L719W3
Phone Number: -31 3 — �3C�Oa Fax Number: _ LjrQ_ _
Printed Name and Title of Authorized Representative:&e44 CIr f � W AfWK �'"0i 4&-93
Email Address: _fpPP' A
1_!7f, Cmr`f %ia`ua
Signature of Authorized Representative:
Date:
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Section 8
OMNIA Partners Requirements - Exhibit G
DOC # 1
OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law),
the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%)
or more of the firm presenting the proposal.
Company Name: �/Izw 0'4-4
Street: die Ji a wo CP.
City, State, Zip Code: H13 0 dod APtr , _ _ 2
cJ '
Cornplele as amromiate:
I certify that I am the sole owner of
that there are no partners and the business is not incorporated,
and the pros lions of N.J.S. 52.25--24.2 do not apply.
OR:
I a partner in do hereby
certify that the following is a list of all individual partners who own a 10% or greater interest therein. l further
certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the
names and addresses of the stockholders holding 10% or more of that corporation 's stock or the individual
partners owning 10% or greater interest in that partnership.
OR:
I _ ___ an authorized representative of
or . a corporation, do hereby certify that the following is a list of the names and
addresses of all stockholders in the corporation who own 10% or more of its stock of any class. l further certify
that if one (1) or more of .such stockholders is itself a corporation or partnership, that there is also set forth
the names and addresses of the stockholders holding 10% or more of the corporation's stock or the individual
partners owning a 10% or greater interest in that partnership.
(Note: If there are no partners or stockholders owning 10% or more interest, indicate none.)
Name Address Interest
�1U96
I further certify that the statements and information contained herein, are complete and correct to the best of
my knowledge and belief.
Signature and Title
7-:>0—
Date
FLIRNITURF_ INSTALLATION AND RFLATFD PRODUCTSAND SF.RV/CFS
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Section 8
OMNIA Partners Requirements - Exhibit G
DOC #2
NON -COLLUSION AFFIDAVIT
Company Name: Het.itvor G
Street: �vt
City, State, Zip Code:
State of
County of
rst t"�1e�sr. r
jo
Mame
in the County of �dr State of ItA
offull age, being duly slvorn according v on my oath depose an ay that:
l am the C B theftrm of
le Company Name
the Offeror making the Proposal for the goods, seildoes or public work spec f ed under the attached proposal,
and that 1 executed the said proposal ►vith full authority to do so; that said Offeror has not directly or indirectly
entered into any agreement, participated in any colhil Sion, or otherwise taken any action in restraint of free,
competitive biddi►rg in connection with the above proposal, and that all statements contained in said proposal
and in this afdavit are true and correct, and made ►vith full knowledge that relies upon the truth of the
statements contained in said proposal and in the statements contained in this affidavit in awarding the contract
for the said goods, services or public work.
I further warrant that no person or selling agency has been employed or retained to solicit or secure such
contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee,
arcept bona fide employees or bona fide established commercial or selling agencies maintained by
Ham rjC_ ---
Company Name Authorized Signature & Title
//10. I�Kt �tiC55 ct
Subscribed and sworn before me
this day of QkoL .209
Notary Ppic of
My commission expires
SEAL
VIRGIMA M. COWUN
NOTARY pUgLIC, STATE of MI
Mr COMM COMMISSION EXPIRES � 3, g02S
ACTING INCO1;I�I'�y OF
FURNITURF. INSTA11.ATION AND RFIJTFD PRODUCTS AND SF.RVICFS
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Section 8
OMNIA Partners Requirements - Exhibit G
DOC #3
AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name: ['#eLLOC P —A rrtc,
Street: L69- 0%' .f-
City, state, zip Code: m� q
Provosal Certification:
Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal
will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be
issued, however, until all Affirmative Action requirements are met.
Required Affirmative Action Evidence:
Procurement, Professional & Service Contracts (Exhibit A)
Vendors must Submit with -proposal:
1. A photo copy of their Federal Letter of Affirmative Action Plan A wroval
OR
2. A photo copy of their Certificate of Employee Information Rep2rt
OR
L3.,,,Acomplete Affirmative Action Employee Information Re art AA304
Public Work -- Over S50.000 Total Project Cast:
�. �lo approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form
�� AA201-A upon receipt from the
B. Approved Federal or New Jersey Plan —certificate enclosed
I further certify that the statements and information contained herein, are complete and correct to the best of
my knowledge and belief.
-7r31— I -
Date
FURNITURE tNSTAij,l rtoN ANt) RF.LATF,D PRODtx7s.4Nn sFRYICFs
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- �41+ �KSine55
Authorized Signature and Title
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DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74
Section 8
OMNIA Partners Requirements - Exhibit G
DOC #3, continued
P.L. 1995, c. 127 (N..I.A.C. 17:27)
MANDATORY AFFIRMATIVE ACTION LANGUAGE
PROCUREMENT PROFESSIONAL AND SERVICE
CONTRACTS
During the performance of this contract, the contractor agrees as follows:
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or
sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and
employed, and that employees are treated during employment, without regard to their age, race, creed, color,
national origin, ancestry, marital status, sex, affectional or sexual orientation. 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 by the Public Agency Compliance Officer setting forth
provisions of this non-discrimination clause.
The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees
placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for
employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional
or sexual orientation.
The contractor or subcontractor, where applicable, will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided
by the agency contracting officer advising the labor union or workers' representative of the contractor's
commitments under this act and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the
Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans
with Disabilities Act.
The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade
consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the
Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with
a binding determination of the applicable county employment goals determined by the Affirmative Action
Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended
and supplemented from time to time.
The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area,
including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not
discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual
orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect
discriminatory practices.
The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all
personnel testing conforms with the principles of job -related testing, as established by the statutes and court
decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court
decisions.
The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading
and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry,
marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals,
consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and
applicable Federal court decisions.
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The contractor and its subcontractors shall fumish such reports or other documents to the Affirmative Action
Office as may be requested by the office from time to time in order to carry out the purposes of these
regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action
Office for conducting a compliance investigation pursuant to Subchapter 10 o the Administrative Cade (NJAC
1_Lm-
Signature of Procurement Agent
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OMNIA Partners Re uirements - Exhibit G
DOC #4
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required
to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to
contractors. What follows are instructions on the use of form local units can provide to contractors that are
required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2).
Additional information on the process is available in Local Finance Notice 2006-1
(hlW://www.nj.v,ov/dea/divisions/dlgs/resources/lfns 2006_htm!). Please refer back to these instructions for
the appropriate links, as the Local Finance Notices include links that are no longer operational.
1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair
and open" process (N.J.S.A. 19:44A-20.7).
2. Due to the potential length of some contractor submissions, the public agency should consider allowing
data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with
the contract documents or in an appropriate computer file and be available for public access. The form is
worded to accept this alternate submission. The text should be amended if electronic submission will
not be allowed.
3. The submission must be received from the contractor and on file at least 10 days prior to award of the
contract. Resolutions of award should reflect that the disclosure has been received and is on file.
4. The contractor must disclose contributions made to candidate and party committees covering a wide range
of public agencies, including all public agencies that have elected officials in the county of the public
agency, state legislative positions, and various state entities. The Division of Local Government Services
recommends that contractors be provided a list of the affected agencies. This will assist contractors in
determining the campaign and political committees of the officials and candidates affected by the
disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from
the "County PCD Forms" link on the Pay -to -Play web site at
lift ://www.n ov/dca/divisionsidl sl ro ams/l ct.html# I2. They will be updated from time -to -time
as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative
district(s). As the forms are county -based, they list all legislative districts in each county. Districts
that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of
the county. These submissions are appropriate and should be accepted.
d. The form may be used "as -is", subject to edits as described herein.
e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that
the Instructions and the form be printed on the same piece of paper. The form notes that the
Instructions are printed on the back of the form; where that is not the case, the text should be edited
accordingly.
f. The form is a Word document and can be edited to meet local needs, and posted for download on web
sites, used as an e-mail attachment, or provided as a printed document.
It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will
assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to
the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract
(See Local Finance Notice 2006-7 for additional information on this obligation at
h ://www.ni. ov/dca/divisions/dl s/resourcesllfns 2006.html). A sample Certification form is part of
this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This
section is not applicable to Boards of Education.
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DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a
"fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271,
s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor
shall disclose contributions to:
• any State, county, or municipal committee of a political party
• any legislative leadership committee*
• any continuing political committee (a.k.a., political action committee)
• any candidate committee of a candidate for, or holder of, an elective office:
0 of the public entity awarding the contract
0 of that county in which that public entity is located
0 of another public entity within that county
0 or of a legislative district in which that public entity is located or, when the public entity is a
county, of any legislative district which includes all or part of the county
The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle
that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16
for more details on reportable contributions.
N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business
entity is not a natural person. This includes the following:
• individuals with an "interest" ownership or control of more than 10% of the profits or assets of a
business entity or 10% of the stock in the case of a business entity that is a corporation for profit
• all principals, partners, officers, or directors of the business entity or their spouses
■ any subsidiaries directly or indirectly controlled by the business entity
• IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business
entity and filing as continuing political committees, (PACs).
When the business entity is a natural person, "a contribution by that person's spouse or child, residing
therewith, shall be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The
contributor must be listed on the disclosure.
Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by
ELEC in an amount to be determined by the Commission which may be based upon the amount that the
business entity failed to report.
The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose
elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the
contractor's responsibility to identify the specific committees to which contributions may have been made and
need to be disclosed. The disclosed information may exceed the minimum requirement.
The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details
(along with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public
under the Open Public Records Act.
The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the
agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education
contracts.
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Section 8
OMNIA Partners Requirements - Exhibit G
DOC 94, continued
' N.J_1q.A. 19:44A-3(s): "The term "legislative leadership committee" means a committee established,
authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate,
the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16
of P.L.1993. c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures."
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit j
no later than 10 days prior to the award of the contract. J
Part I — Vendor Information
Vendor Name:
Address: a W
City: / a Gt •mot State: Zip:�Z
The undersigned being authorized to certify, hereby certifies that the submission provided herein represents
compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying
this form.
Signature Printed Name Tit3
Part 11—rantrihntion Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political
contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of
the government entities listed on the form provided by the local unit.
❑ Check here if disclosure is provided in electronic form
❑ Check here if the information is continued on subsequent page($)
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❑ DOC #4, continued
LIST OF AGENCIES WITH ELECTED OFFICIALS REQUIRED FOR POLITICAL
CONTRIBUTION DISCLOSURE
N.J.S.A. 19:44A-20.26
County Name:
State: Governor, and Legislative Leadership Committees
Legislative District #s:
State Senator and two members of the General Assembly per district.
County:
Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):
USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE
PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY -BASED,
CUSTOMIZABLE FORM.
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DOC #s
STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
I certify that the list below contains the names and home addresses of all stockholders holding 10%
or more of the issued and outstanding stock of the undersigned.
OR
I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the
undersigned.
Check the box that represents the type of business organization:
If Partnership Corporation Sole Proprietorship
-iLimited Partnership o,Limited Liability Corporation Limited Liability Partnership
Fi Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.
Name: ,21� qd L"" Name: R J'V-rj Fta W 0'r+ t
Horne Address: [-tome Address: P, 0 , 6 6C �T�
6qq( 0a4c1,fd e Sa q c1C, Y12Z y9y�3
Name: Name:
Home Address: Home Address:
Name: Name:
Home Address: Home Address:
Subscribed and sworn before me this&Ad y of
(Notary Public) Lf outw 'M z
U
My Commission expires: ,�I� )44—
VIRGINA M coNKUN
NOTAFey "LlC, STATE OF M1
so EREGM
ray COMMI ry xplESACTFNG MCOUNTyDF
FURNITURF_, INS TAV ATIDN AND RFI.ATFD PROD UC7S AND SF.RVICES
RrP# 69-201940.5 JUNE 19, 2019
(Affiant)
(Print name & ti�ffiant)
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r—
Quote Number:
STATE OF NEW JERSEY — DIVISION OF PURCHASE AND PROPERTY
DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN
Bidder/Offeror:
PART 1:_CERTIFICATION
BIDDERS MkLSZCQNPLETE PART 1 BY CHECKING EITH�R,BOX.
CK 0 O THE BOXES WILL CIE -i L ,F �- - •, � , ,�i-, , .,; 6 i'�;, E.
Pursuant to Public Law 2012, c. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter nto or renew a
contract must complete the certification below to attest, under penalty of peoury that neither the person or entity, nor any of its parents,
subvdlanes. or affiliates is identified on the Department of Treasury's Chapter 25 list as a person or entity engaging in investment activities
in Iran The Chapter 25 list is found on the Division's website at J.itt _'lr�` <,Mi Imo, ALWI, s;;� r j' fr:. _ ..5�« :?ic? 1. <t�� 1�,i �,pd?. Bidders
must review this list prior to completing the below certification. Failure to complete the certification will render a bidder's proposal
non -responsive if the Director finds a person or entity to be in violation of law, s/he shall take action as may be appropriate and provided
by law rule or contract, including but not limited to imposing sanctions, seeking compliance, recovenng damages, declaring the party in
default and seeking debarment or suspension of the party
I certify, pursuant to Public Law 2012, c. 25, that neither the bidder listed above nor any of the bidder's parents,
subsidiaries, or affillates Is listed on the N J Department of the Treasury s list of entities determined to be engaged in prohibited
activities in Iran pursuant to P L. 2012 c 25 ("Chapter 25 Lis; ). I further certify trial, I am the person listed above or I am an officer
or representatrve of the entity fisted above and am authorized to make this certtcation on its behalf, f will skip Part 2 and sign and
complete the Certification below.
I am unable to certify as above because the bidder andlor one or more of Its parents, subsidiaries, or affillates is listed on
❑the Department's Chapter 25 list. I will provide a detalled, accurate and precise description of the activities In Part 2 below
and sign and complete the Certification below. Es Wie,,fo pi9Y�d".41.(ZtLVA11 reSUlt In the p-POP &�{...;.er�tg fe04efgd 8s npn-
re;ipon y , and appropriate penalties, fnes and/or sanctions will be assessed as provided by law
PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRAN
You must provide a detailed, accurate and precise description of the activities of the bidding person/entity or one of its parents
subsidiaries or affiliates, engaging in the investment activities in Iran outlined above by completing the boxes below
EACH BOX WILL PROMPT YOU TO PROVIDE INFORMATION RELATIVE TO THE ABOVE QUESTIONS. PLEASE PROVIDE
THOROUGH ANSWERS TO EACH QUESTION. IF YOU NEED TO MAKE ADDITIONAL ENTRIES, CLICK THE "ADD AN ADDITIONAL
ACTIVITIES ENTRY" BUTTON.
Name RelatlonsKio to Bidder/Offeror
Description of Activities
Duration of Engagement
BidderiOfferor Contact Name
�I
ADD AN ADDITIONAL AC RVITiES ENTRY
Antcipated Cessation Date
Contact Phone Number
C irfificatlon: T. t7aing duly sworn upon my oath, haroby represent and stato that the foregoing information and any attachments thereto to tha best af'
my knowlodge are true and complete. I attest that I am authorized to execute this certification on behalf of the abovo-referenced person or entity, F
acknowtodge that the State of New Jersey is relying on the information contained herein and thereby acknowledge that I am under a continuing;
obligation from the data of this certification through the completion of any contracts with the Stale to notify the State in writing of any changes to thel
answars of information contained herein. I acknowledge that i am aware that it is a criminal offenso to make a false statement or misroprosentation in'
this cortlficatlon, and If I do so, I recognize that I am subject to criminal prosecution under the law and that it will also constitute a material breach of
�my agreament(s) with the State of Now Jersey and that the State at its option may declare any contract(s) resulting from this certification void and
l unenforceable.
Full Name (Print): � , l , � f Signature
Title Date.
DAP Standard Forms Packet 11/2013
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Section S
DMNTA Partners Re uirements - Exhibit G
DOC #7
NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business
Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering
products or services in New Jersey through any resulting contract.
hip :'l►►►v►►.aate.n .t�s:trcasurwlre�cttt�cli'nrnzs n rc df
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I /JuMul y ...�..-..��....._.._
STATE OF NEW JERSEY
BUSINESS REGISTRATION CERTIFICATE
Taxpayer Nang:
Trade Name:
Address:
Certificate Number:
Effective Date:
Date of Issuance:
For Office Use Only:
20190730161643100
HAIVORTH, INC.
ONE HAWORTH CENTER
HOLLAND, MI 49423-9570
0092709
.IuiY 01, 1960
JUIv 30, 2019
http&/Iwwwl,atate.nj.usfrYTR_BRCIserviet/commonBRCLogin III
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W
OMNiA ffh
P A R T N E R S CHARLOM
Exceptions to the Remainder of the RFP
Contract Exceptions
OMNIA Partners contract:
Exceptions have been made in Items 7, 12, and 15
City of Charlotte contract:
Exceptions have been made on pages 102 - 126
Sample Project Exceptions
Sample Project A- Conference Room
"Slab legs" were requested, we used standard Planes column base
Sample Project C- Private Office
Credenza was requested at 66"w, ours is 67" to keep as many pieces standard as
possible
Sample Project D- 6' x 7' Workstations
Height adjustable table was requested at 30"d x 72"w, our standard is 29"d x 70"w
Sample Project E- Large Collaboration Space
42"H table was requested, our standard is 40" H
Panel base support was requested, we used standard disc base
Sample Project F- Lounge Seating Area
Table was requested 18-19"H, our standard is 20"h
Note regarding submission of required financial information:
As a private company, Haworth does not publicly share its financial information, however,
we understand OMNIA Partners' need to verify the financial strength of its business
partner, and we will agree to provide all required information, if requested, under a
confidentiality agreement which is mutually acceptable to both parties. We would be
happy to provide OMNIA Partners with a Letter of Financial Strength, signed by our Vice
President of Finance, and remain open to further private discussion in regards to our
finances.
a
PNC HAWORTH-
sr:••.i iltt�klx:
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EXHIBIT C
City's Insurance and Indemnity
FIN-S Formal Cooperative Purchase Agreement (10-2022)
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INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, CONTRACTOR shall pay for and
maintain in full force and effect all insurance as required herein with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner to do business
in the State of California and rated no less than "A-VII" in the Best's Insurance Rating
Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee
at any time and in his/her sole discretion. The required policies of insurance as stated
herein shall maintain limits of liability of not less than those amounts stated therein.
However, the insurance limits available to CITY, its officers, officials, employees, agents
and volunteers as additional insureds, shall be the greater of the minimum limits specified
therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension,
CONTRACTOR or any of its subcontractors fail to maintain any required insurance in full
force and effect, all services and work under this Agreement shall be discontinued
immediately, and all payments due or that become due to CONTRACTOR shall be
withheld until notice is received by CITY that the required insurance has been restored to
full force and effect and that the premiums therefore have been paid for a period
satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient
cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this
section shall in any way relieve CONTRACTOR of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without
limitation, notification received by CITY that an insurer has commenced proceedings, or
has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by CONTRACTOR shall not be deemed
to release or diminish the liability of CONTRACTOR, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply
to all claims and liability regardless of whether any insurance policies are applicable. The
policy limits do not act as a limitation upon the amount of indemnification to be provided
by CONTRACTOR. Approval or purchase of any insurance contracts or policies shall in
no way relieve from liability nor limit the liability of CONTRACTOR, vendors, suppliers,
invitees, contractors, sub -contractors, subcontractors, or anyone employed directly or
indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for "bodily injury," "property damage" and
"personal and advertising injury" with coverage for premises and operations (including the
use of owned and non -owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under "Minimum Limits of
Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or use of
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automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non -
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
EXHIBIT A
CONTRACTOR shall procure and maintain for the duration of the contract, and for 5 years
thereafter, insurance with limits of liability not less than those set forth below. However,
insurance limits available to CITY, its officers, officials, employees, agents and volunteers
as additional insureds, shall be the greater of the minimum limits specified herein or the
full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation Insurance as required by the State of California
with statutorV limits and EMPLOYER'S LIABILITY with limits of liability not less
than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
CONTRACTOR shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and CONTRACTOR shall also be responsible for
payment of any self -insured retentions. Any self -insured retentions must be declared on
the Certificate of Insurance, and approved by, the CITY'S Risk Manager or his/her
designee. At the option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such self -insured retentions as
respects CITY, its officers, officials, employees, agents and volunteers; or
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(ii) CONTRACTOR shall provide a financial guarantee, satisfactory to CITY'S
Risk Manager or his/her designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall CITY
be responsible for the payment of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits
except after thirty (30) calendar days written notice has been given to CITY, except
ten (10) days for nonpayment of premium. CONTRACTOR is also responsible for
providing written notice to the CITY under the same terms and conditions. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal,
or reduction in coverage or in limits, CONTRACTOR shall furnish CITY with a new
certificate and applicable endorsements for such policy(ies). In the event any
policy is due to expire during the work to be performed for CITY, CONTRACTOR
shall provide a new certificate, and applicable endorsements, evidencing renewal
of such policy not less than fifteen (15) calendar days prior to the expiration date
of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall
be written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall
be endorsed to name City, its officers, officials, agents, employees and volunteers
as an additional insured. CONTRACTOR shall establish additional insured status
for the City and for all ongoing and completed operations under the Commercial
General Liability policy by use of ISO Forms or an executed manuscript insurance
company endorsement providing additional insured status. The Commercial
General endorsements must be as broad as that contained in ISO Forms: GC 20
10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain,
or be endorsed to contain, that the CONTRACTORS' insurance shall be primary
to and require no contribution from the City. The Commercial General insurance
policy is required to include primary and non contributory coverage in favor of the
City for both the ongoing and completed operations coverage. These coverages
shall contain no special limitations on the scope of protection afforded to City, its
officers, officials, employees, agents and volunteers. If CONTRACTOR maintains
higher limits of liability than the minimums shown above, City requires and shall be
entitled to coverage for the higher limits of liability maintained by CONTRACTOR.
(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs, then
the requirement for the Limits of Liability of these polices will be twice the above
stated limits.
(vi) For any claims related to this Agreement, CONTRACTOR'S insurance
coverage shall be primary insurance with respect to the CITY, its officers, officials,
agents, employees and volunteers. Any insurance or self-insurance maintained
by the CITY, its officers, officials, agents, employees and volunteers shall be
excess of the CONTRACTOR'S insurance and shall not contribute with it.
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(vii) The Workers' Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to CITY, its officers, officials, agents,
employees and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers,
officials, agents, employees and volunteers.
PROVIDING OF DOCUMENTS - CONTRACTOR shall furnish CITY with all certificate(s)
and applicable endorsements effecting coverage required herein All certificates and
applicable endorsements are to be received and approved by the CITY'S Risk
Manager or his/her designee prior to CITY'S execution of the Agreement and before
work commences. All non -ISO endorsements amending policy coverage shall be
executed by a licensed and authorized agent or broker. Upon request of CITY,
CONTRACTOR shall immediately furnish CITY with a complete copy of any insurance
policy required under this Agreement, including all endorsements, with said copy certified
by the underwriter to be a true and correct copy of the original policy. This requirement
shall survive expiration or termination of this Agreement. All subcontractors working
under the direction of CONTRACTOR shall also be required to provide all documents
noted herein.
SUBCONTRACTORS - If CONTRACTOR subcontracts any or all of the services to be
performed under this Agreement, CONTRACTOR shall require, at the discretion of the
CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side
Agreement with the City to provide required indemnification and insurance protection.
Any required Side Agreement(s) and associated insurance documents for the
subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If
no Side Agreement is required, CONTRACTOR will be solely responsible for ensuring
that its subcontractors maintain insurance coverage at levels no less than those required
by applicable law and is customary in the relevant industry.
INDEMNITY
To the furthest extent allowed by law, CONTRACTOR shall indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents and
volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, tort or strict liability, including but not limited to personal injury, death
at any time and property damage) incurred by CITY, CONTRACTOR or any other person,
and from any and all claims, demands and actions in law or equity (including attorney's
fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of
performance of this Agreement. CONTRACTOR'S obligations under the preceding
sentence shall apply regardless of whether CITY or any of its officers, officials,
employees, agents or volunteers are negligent, but shall not apply to any loss, liability,
fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or
caused by the willful misconduct, of CITY or any of its officers, officials, employees,
agents or volunteers.
If CONTRACTOR should subcontract all or any portion of the work to be
performed under this Agreement, CONTRACTOR shall require each subcontractor to
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indemnify, hold harmless and defend CITY and each of its officers, officials, employees,
agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
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EXHIBIT D
CORE Service Matrix
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CORE Service Matrix
Prevailing Wage Installation Rate: All Haworth Certified labor, equipment, tools, training, trucks,
insurance, and removal of all trash as necessary to complete the project. (Sales tax is applicable to the
installation of new modular furniture)
Prevailing Wage Installation Rate: (M-F 8:00AM-5:00PM) $113.00 per man hour
Prevailing Wage Installation Rate: (After hours, weekends, evenings) $159.00 per man hour
Prevailing Wage Installation Rate: (Double time as required by law) $202.00 per man hour
Installation Rate: All Haworth Certified labor, equipment, tools, training, trucks, insurance, receiving,
travel, and removal of all trash as necessary to complete the project. (Sales tax is applicable to the
installation of new modular furniture)
Installation Rate: (M-F 8:OOAM-5:OOPM)
Installation Rate: (After hours, weekends, evenings)
Installation Rate: (Double time as required by law)
$61.00 per man hour
$91.00 per man hour
$182.00 per man hour
Reconfiguration: Requirements as stated above as necessary for reconfiguration, including the tear down, removal
and reinstallation of existing furniture in either the same or new location. This service may or may not be provided
in conjunction with the purchase of new modular furniture.
Labor Rates are the same as stated above.
Space Planning Fee: (Time spent to inventory, meet with client and draw plans) $90.00 per man hr
install Drawinas and Specifications Fee: (Time spent to complete install plan package) $90.00 per man hr
Space PlanninlZ Fee: (Time spent on preliminary planning for project that is cancelled.) $90.00 per man hr
Project Management Fee: (Site coordination, contractor meetings, field verification etc.) $90.00 per man hr
Modular Walls Fee: (Project Management; Coordination with Contractors, project meetings and development of
permit drawing sets.) $90.00 per man hr
*Charges for Seismic ties, Engineering calculations and/or permits will be added as needed on a per project basis.
** PW RATES are subject to price increase every JULY per the DIR requirements.
559.297.6400 7761 N. Ingram Ave. #109 Fresno, CA 93711 coreinteriors.com