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HomeMy WebLinkAboutFacility Designs, Inc. - Purchase Agreement -1-19-2023DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT ]anuary 19, 2023 (Agreement) is made and entered into EFFECTIVE . by and municipal corporation (City), and FACILITY (Vendor). between CITY OF FRESNO, a California DESIGNS, INC., a California corporation 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. Herman Miller, Inc. ("Herman Miller") manufactures furniture and related products which are sold by Vendor. The parties agree the Herman Miller, was the lowest responsive and responsible bidder for a Request For Proposal issued by the City of Charlotte known as RFP 269-2019-105 (the "RFP"). The RFP is attached hereto as Exhibit B. The Parties agree that the Herman Miller has entered a Cooperative Purchase Contract with the City of Charlotte, NC, (PIGGYBACK CITY OF CHARLOTTE; CONTRACT# 2020000622) through OMNIA PARTNERS (Original Government Contract). 2. Vendor's Obligation. Vendor shall honor the furniture pricing described in Exhibit A to the Original Government Contract, which is attached hereto as Exhibit B. 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. 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 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 FIN-S Formal Cooperative Purchase Agreement (10-2022) 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F3821E2-348B-4CFC-BSCD-3942346F9340 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 duties hereunder shall be Fresno County, California. [Signatures follow on the next page.] FIN-S Formal Cooperative Purchase Agreement (10-2022) 28422060.1/100439.0002 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a Califorljiasmp i,cipal corporation By: r3/15/2023 Me issa erales 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 unders' r ,4 edby: By: Bain, ra t,n� 3/15/2023 Sandra Gamez Procurement Supervisor ATTEST: TODD STERMER, CMC City Cler. o ,gnedby: By: llnq (�DIA,y' 3/15/2023 Date Deputy Addresses: CITY City of Fresno Attention: Sandra Gamez 2600 Fresno St. Fresno, CA 93721 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) 28422060.1 / 100439.0002 FACILITY DESIGNS INC., a California corporation [7ocu5,oned by! Fs c{.tUu, f�VVQ S 3/15/2023 Suzanne Byrnes Name: Title: President (If corporation or LLC., Board Chair, Pr ,Qr,,V Q Pres.) By: QI�t, arA,J,V'a 6ln4r 3/15/2023 Name: Alexandra Butler Title: CFO (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Vendor: Facility Designs, Inc. Attention: Carrie De Young 7511 N. Palm Bluffs Ave., Ste. 101 Fresno, CA 93711 Phone: (559) 432-3200 x110 E-mail: carriedeyoung@faciIitydesigns.com Docusign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 EXHIBIT A Invitation For Bids FIN-S Formal Cooperative Purchase Agreement (10-2022) 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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: BF3821 E2-348B-4CFC-B8CD-3942346F9340 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 "REP"). Please review them carefully. A Non -Mandatory Pre -Proposal Conference for the purpose of reviewing the RFP 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 gcarothers[ulcharlottenc.goy or at https //charlottenc.gov/DoinpBusiness/Pages/ContractOpportunities.aspx. 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 2 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 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 Summary (per 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 Company's Background Response Section 7 Form h 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 10) OMNIA Partners - Response 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 all that must be included in the 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 www.i s.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: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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..............................................................................................................14 4.2. PRODUCT STANDARDS AND GUIDELINES........................................................................15 4.3. PRICING..........................................................................................................................15 4.4. PRICE ADJUSTMENTS......................................................................................................17 4.5. ENVIRONMENTAL PURCHASING REQUIREMENTS............................................................17 5. PROPOSAL CONTENT AND FORMAT........................................................................19 5.1. PROPOSAL CONTENT.......................................................................................................20 6. PROPOSAL EVALUATION CRITERIA........................................................................ 21 6.1. QUALIFICATIONS AND EXPERIENCE... ........................................... ................................. 21 6.2, NATIONAL/CORPORATE SUPPORT...................................................................................21 6.3. PRODUCTS AND SERVICES OFFERING..............................................................................21 6.4. PROJECT APPROACH / PROPOSED SOLUTION...................................................................21 6.5. PRICING..........................................................................................................................21 6.6. FINANCIAL QUALIFICATIONS..........................................................................................21 6.7. MWSBE SUBCONTRACTOR UTILIZATION.......................................................................22 6.8. ACCEPTANCE OF THE TERMS OF THE CONTRACT............................................................22 7. REQUIRED FORMS.......................................................................................................... 23 8. OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A .................................... 39 9. SAMPLE CONTRACT...................................................................................................... 86 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUKE 19, 2019 4 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JLTNE 19, 2019 DocuSign Envelope ID: 8F3821E2-3486-4CFC-B8CD-3942346F9340 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 IcClusion 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 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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 (WBE): 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, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 DUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 Proposals to City 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 Proposals 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 10 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 2 Introduction and General Information 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 Qpportunities 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; FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES RFP# 269-2019-105 NNE 19, 2019 11 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 2 Introduction and General Information • 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 MWWBEs (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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 2 Introduction and General Information 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: i 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 it 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 13 DocuSign Envelope ID: 8F3821 E2-3486-4CFC-B8CD-3942346F9340 Section 2 Introduction and General Information 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: R 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; FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 14 DocuSign Envelope ID: 8F3821 E2-348134CFC-I38CD-39423461`9340 Section 2 Introduction and General Information 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. FURNITURE, INSTALLA TION AND RELATED PROD UCTSAND SERVICES RFP# 269-2019-105 NNE 19, 2019 15 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 3 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 o RFP. The Cily 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 95 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 Con erence. 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`h 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 16 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 3 Procurement Process Genetta N. Carothers City of Charlotte City Procurement 600 East 4th Street, CMGC 9th Floor Charlotte, NC 28202 RFP # 269-2019-105 Fax: 704-632-8257 E-mail: gcarothers(d�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 hq://www.ips.state.nc.us and the City's Contract Opgortunities 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 17 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 3 Procurement Process 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. httg-.//charlottenc.gov/vendors FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 18 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUKE 19, 2019 19 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 4 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 PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 20 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 RFP# 269-2019-105 TUNE 19, 2019 21 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 mans ement 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 RFP# 269-2019-105 DUNE 19, 2019 22 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 4 Scope of Products &_Services 4.8.5 Detailed information as to proposed return policy on all furniture. FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES RFP# 269-2019-105 JUNE 19, 2019 23 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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 11" 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, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 TUNE 19, 2019 24 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 terns 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 RFP# 269-2019-105 NNE 19, 2019 25 DocuSign Envelope ID: 8F382lE2-348E-4CFC-B8CD-3942346F9340 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, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 26 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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 RFP# 269-2019-105 NNE 19, 2019 0A DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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: gcarothersacharlottenc.gvv 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 RFP# 269-2019-105 DUNE 19, 2019 28 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 http_//charlottenc.gov/DoingBusinessiPages/ContractOpl2ortanities.aspx. 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 JUNE 19, 2019 29 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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: (Area Code) Telephone Number Facsimile: (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 RFP# 269-2079-105 JUKE 19, 2019 30 DocuSign Envelope ID: BF3821 E2-348B-4CFC-BBCD-3942346F9340 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 RFP. 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 2.6.2.1 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 RFP# 269-2019-105 JUNE 19, 2019 31 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 Other Related Products Verifiable Manufacturer's List Price Number/Date Drop Ship Inside Delivery Basic Installation Expanded Service Installation 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 \ \ 2 I G a § e § § k J } t / � k u �/ eu �u e @ 22 2& k� ©� k S. \ § � ; 7 � § m } y } G 7 § ■ � 2 � § 2 \ \ m � ) ¥ k ) \ § C. r 2 , _ Q � 7 ) 2) 2 / ! � ■ / )a ! / ) � DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 7 Required 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: 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 JUNE 19, 2019 34 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 7 Re wired Forms 8. 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, 17VSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 35 Cl) U m Q H d a H u m m CA V) Z E c 0 J O a cr- LLi v °o O o � v � H a) �c +� Z c afO M x v m` a is LL Q 00 U C) Y m a _v Ul �a anaon w 2 E u u ^ s0 y m o E 7 lil Q Q n ° Y = w O x ^ O H o c 3 o °w° o 7 :: a- u w u� w 2i 'C 1 C 2 a 0 0 3 ° u u aQ oox U mw _ D 3 E u m Y E o ❑ = Q a Q v Q x c3 x a J cLi 27 m u m> u is u y v 3' is °' m x � w vwi on E . 3 m a w w > c E a= w a N a a m O u O ■ r Q c O N O 3 L 3 01 o. a n 0 Y H O p J p L c a -V O OO a 0 O � o O0 0_ Y N a L O U GO o ° o p C W L Y O i.L Y `O L 00 O L m '3 a _ o x L L W C 0_ Y N pp J vl U1 0_ U1 � Vl f0 = Vl L v a n in „ -0 Q v w H 3 z w 0 o m m E m E Q C❑ d N U a> J Ln Q N O O LL- C w Ul OJ U) �>mxmmti `m LLyin m x a x w x X u L a •3 L E 3 3 O O Q Q 6 m �n Q Q Q N N Y o U v a w N 0 m L w 0 0 L Y Y m m Y F w w m -E m X Nx w w c J V 0 0 V m u f0 m w m w � ❑ C > C D O LL(a x p 0 �o w rn .t a * 1 . . co M LL c m W N d a a� u m a a V) cu v g a m a `o .E- W M N GJ ULn cu t a) to Z to 7 J O LL W LL Y O C 1 = C D_ vni m Y v x %, u - (0 m N aL+ O N N N -6 x 3 °J 1O r ai 3 m L1'V -0 O m = 7 u m-0 co m c w > — in E tw -W E ,m, co a 3 JO ELOl X m u 0 X F G1 aJ ? 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O O u aU o a L m J m CM IIII� I IDII IIIIIYI i im ieml iuu I■n IMIIIIIII I 11111 INS III I11111111milillill �nii11ii1111111il M111111111111111111111111 m 'u5 _ � 2 u a` di d C CL � W � d� X N � O v v d _ c 0 — m A u N d u a` 'c � — — Al T = 3 x� �o � Z W A y O uii y a O a r a N Y d O W W OC A ♦a C d C C A d LL W O d H o d _ �� = z a J O C d � 3 O V N 7 a to t N d > I 2 A Q d d 10 W 7 � 6 Y N C = 7 w d t � O 6 d c C CN C _ A Y O N O 3 V P. x i0 v ■III I I iiei��i Illlli u�� I�1l� ��g o�� �� DocuSign Envelope ID: SF3821 E2-348B-4CFC-B8CD-3942346F9340 Section 7 Required Forms .UCLUSION C_..ftMVq5b �.Fp_ 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.charlottebusinessinclusion.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 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 employ 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: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 7 Required Forms 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 # Representative (signed): Date Total MBE Utilization % Total VME Utilization % Total SBE Utilization % Total MWSBE Utilization % Representative Name FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 DUNE 19, 2019 47 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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. uestiollR Response Com an '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 or anization). 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 company. 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 PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 48 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 applicable. 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, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 DUNE 19, 2019 49 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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. ❑ I hereby certify as stated above: (Print Name) Signature Title Date I am unable to certifv to one or more the above statements. Attached is my explanation. JCheck box if applicablel (Print Name) Signature Title Date FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 51 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 52 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 7 Re uired 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. lRecycled Content. roducts must contain a certain percentage f recycled content. Please include the amount of recycled content, both pre- and ost-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. Biodegradability. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. Compostability. Products must be capable of composting at a commercial composting facility. Please 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 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 Program. Water Effice_ency. 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 PRODUCTSAND SERVICES RFP# 269-2019-105 JUNE 19, 2019 53 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 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 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). FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 DUNE 19, 2019 54 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Attachment A OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A OMNIA P A R T N E R S F,vENAX)NAlIPA l.[S1_21ttLTIIPEF Requirements for National Cooperative Contract To be Administered by OMNIA 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: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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, INSTALLA TION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 56 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — 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: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 58 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Re uirements — 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 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 offide. 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUKE 19, 2019 59 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit A 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. Ili. 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 tern 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES RFP# 269-2019-105 JUNE 19, 2019 60 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit A 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; in. 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 61 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit A 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 62 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit S 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'l, 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: FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 63 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit B 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 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP#269-2019-105 JUNE 19, 2019 64 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit B 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 tennination 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.oniniai)artners.com/publiesecto ), 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 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 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 parry'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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-I05 JUNE 19, 2019 65 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Reauirements — Exhibit B 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 10`" 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 D. 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 tenmination 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 66 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit S 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. FURNITURE, INSTALLA TION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 67 Docu5ign Envelope ID: 8F3821 E2-348B4CFC-B8CD-3942346F9340 Section 8 OMNI.A Partners Re u h-ements — Exhibit B [INSERT SUPPLIER ENTITY NAME] Signature Name Title Date OMNIA PARTNERS, PUBLIC SECTOR Signature Sarah Vavra Name Sr. Vice President, Public Sector Contracting Title Date FURNITURE, INST4LLATIDNAND RELATED PRODUCTS ANDSER VICES RFP#269-2019-105 JUKE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements — Exhibit C OMNIA PARTNERS EXHIBITS EXHIBIT C - MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this "Ag ni °n ") is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (" n t Aan i ") 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 Partners.Public Sector") to be appended and made a part hereof and such other public agencies ("ParticiRating Public Af!enciks") who register to participate in the cooperative purchasing programs administered by OMNIA Partners, Public Sector and its affiliates and subsidiaries (collectively, the "AMNIA Partners Pilies") by either registering on the OMNIA Partners, Public Sector website www.omnia artners.conV tibiicsector 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 m nt " (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 terms, 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: 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 69 DocuSign Envelope ID: 8F3821E2-3486-4CFC-B8CD-3942346F9340 Section 8 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, "SuDUlier") 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 f6r 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP#269-2019-105 JUNE 19, 2019 70 Docu5ign Envelope IQ: 8F3821 E2-3486-4CFC-68CD-3942346F9344 Section S Authorized Signature Name Title and Agency Name Date AMNIA Partners Requirements — Exhibit C CMNIA PARTNERS, PUBLIC SECTOR Signature Sarah E. Vavra Name Sr. Vice President, Public Sector Cont-actin Title Date f URiVITURE 1NSTALLMONAND RELATED PROD UC7SANDSERVICES RFP#269-2019-105 JUNE 19, 2019 71 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 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 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 72 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 ONINIA Partners Requirements — Exhibit E OMNIA PARTNERS EXHIBITS EXHIBIT E - OMNIA PARTNERS CONTRACT SALES REPORTING TEMPLATE OMNIA PARTNERS E3=rrS EXHIBIT C - CONTRACT SALES REPORTING TEMPLATE (to be submitted ys !r_!i?si�I.'•k in Microsoft Excel format) 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 73 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 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." FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 74 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - 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 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 W DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES RFP# 269-2019-105 NNE 19, 2019 WL.] DocuSign Envelope ID: 8F3821 E2-3486-4CFC-MCD-3942346F9340 Section 8 OMNIA Partners Reauirements - 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 77 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 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 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: FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 Fax Number: 78 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit G 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 79 DocuSign Envelope ID: 8F3821 E2-3488-4CFC-B8CD-3942346F9340 Section S 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 aw3ronriate: 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 individual partners who own a 10% or greater interest therein. I 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 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 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 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 80 DocuSign Envelope ID: BF3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 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 — of full age, being duly sworn according to law on my oath depose and say that: I am the of the firm of Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attachedproposal, 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 offree, 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 81 DocuSign Envelope ID: BF3821 E2-34864CFC-MCD-3942346F9340 Section 8 OMNIA Partners Re uirements - Exhibit G 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. Re aired Afli.rtnative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit withproposal: 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 3. A complete Affirmative Action Employee Information Report (AA302) Public Work -- Over $50,000 Total Project Cost: 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 82 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 DOC #3, continued OMNIA Partners Requirements - Exhibit G 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 83 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit G 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 ofthe Administrative Code [NIAC 17:27 . Signature of Procurement Agent FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 84 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - 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 (http:llwww.ni.gov/dca/divisionsldlgs/resources/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 hgp://www.ni.gQv/dea/divisions/dlZs/ro amsll cl.html#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. 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 hqp://ww-w.n�.gov/dea/divisions/dlgs/resources/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. FURNITURE, INSTALLA TION AND RELATED PR ODUCTSAND SERVICES RFP# 269-2019-105 JUNE 19, 2019 85 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 DOC #4, continued OMNIA Partners Re uirements - Exhibit G 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 DUNE 19, 2019 86 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit G 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: 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) FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES RFP# 269-2019-105 JUNE 19, 2019 87 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit G ❑ 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. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 88 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CO-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit G 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: Home Address: Name: 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) 0 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 89 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit G 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: htW://www.state-ni.us/humanservices/dfd/info/standard/fdc/disclosure_ investmentact.pdf. Offerors should submit the above form completed with their proposal. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 90 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - 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. h ://www.state.nj.us/treasu /revenue/forms/nire df FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 91 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit H 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 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 Wisconsin State of Georgia State of State of New Jersey State of South State of Ma land Carolina Wyoming District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at h ://www.usa. ov1A encies/State and Territories. shtml and hnpss://www.usa.gov/local-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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 92 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section S OMNIA Partners Requirements - Exhibit H 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 FURNITURE, MSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 93 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhihit H 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 94 DocuSign Envelope ID: 8F3821 E2-3486-4CFC-MCD-3942346F9340 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 NNE 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 ER DocuSign Envelope ID: 8F3821 E2-348134CFC-MCD-3942346F9340 Section 8 OMNIA Partners Re uirements - 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 JLTNE 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, COUNCILS, 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 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 LIMITED 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.I 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 97 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit H GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO. IJ MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO.101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX -TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 PORTLAND JEWISH ACADEMY PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT ALIANZA ACADEMY, UT ALPINE DISTRICT, UT AMERICAN LEADERSHIP ACADEMY, UT AMERICAN PREPARATORY ACADEMY, UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT BEAR RIVER CHARTER SCHOOL, UT BEAVER SCHOOL DISTRICT, UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA), UT BOX ELDER SCHOOL DISTRICT, UT CBA CENTER, UT CACHE SCHOOL DISTRICT, UT CANYON RIM ACADEMY, UT CANYONS DISTRICT, UT CARBON SCHOOL DISTRICT, UT CHANNING HALL, UT CHARTER SCHOOL LEWIS ACADEMY, UT CITY ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI ACADEMY, UT DAVIS DISTRICT, UT 98 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 8 OMNIA Partners Requirements - Exhibit H 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 99 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 8 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 mto) MAN 1810 Wa7.yY11.1 TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE 04"6Z8]J 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 100 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 101 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-68CD-3942346F9340 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 Pt 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 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 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, 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 102 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 cocapacharlottenc.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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 103 RFP#269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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. 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 104 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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. • 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 105 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 fli ther 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 106 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 10 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 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 107 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 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. 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 108 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 parry'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 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 109 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 110 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract In the event either parry 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. 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 (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 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 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 111 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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: (1) 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 112 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES 113 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 114 RFP# 269-2019-105 NNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348B-4CFC-BBCD-3942346F9340 Section 9 Sample Contract $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 continence 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 115 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 City of Charlotte City Procurement 600 East Fourth Street, 91h Floor Charlotte, NC 28202 Phone: Phone: 704-336-2524 Fax: Fax: 704-632-8252 E-mail: E-mail: kelmore@charlottene.gov With Copy To: With Copy To: Adam Jones City of Charlotte City Attorne 's Office 600 East Fourth Street, 15`h Floor Charlotte NC 28202 Phone: Phone: 704-336-3012 E-mail: E-mail: amiones@chaTIQUac.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. FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES 116 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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: (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 Ma j eure 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 FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 117 RFP# 269-2019-105 DUNE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 FURNITURE. INSTALLATION AND RELATED PRODUCTS AND SERVICES 118 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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] FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 119 RFP# 269-2019-105 JUNE 19, 2019 Docusign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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: FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 120 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract EXHIBIT A - PRICING SHEET INTENTIONALLY LEFT BLANK FOR SAMPLE CONTRACT FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 121 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract EXHIBIT B - SCOPE OF SERVICES INTENTIONALLY LEFT BLANK FOR SAMPLE CONTRACT FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 122 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 [EXHIBIT LETTER].I 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 123 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 FormLLL, "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 [FJGHBIT LETTER].2 below. 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. 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP4 269-2019-105 JUKE 19, 2019 124 DocuSign Envelope ID: 8F3821E2-3486-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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 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. 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. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 NNE 19, 2019 125 DocuSign Envelope ID: 8F382lE2-348E-4CFC-B8CD-3942346F9340 Section 9 Sample Contract 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: (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 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: (1) 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 tern or otherwise). FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 RUNE 19, 2019 126 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 EXHIBIT B Original Government Contract FIN-S Formal Cooperative Purchase Agreement (10-2022) 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 1 st day of January 2020 (the "Effective Date"), by and between Herman Miller, 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 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each reference to Herman Miller, 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 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 coca a�7a,,eharlottene.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 Products/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 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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. The Company shall meet all performance schedules in accordance with the milestones and any delivery date or any other agreed timetable as set forth in this Contract. In the event of delay in the performance of the Agreement, the Parties shall mutually agree on the new timelines for the completion of timetable in accordance with the terms of this Contract. 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. City shall pay all costs due to Company for work completed in the fiscal year for which the funds were appropriated. 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" 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. DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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. 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: 4 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 • 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; 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; DocuSign Envelope ID: 8F3821E2-3486-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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 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. 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 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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: (1) 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. Deduct any and all expenses incurred by the City in obtaining or performing the Products/Services from any money then due or to become due the Company and, should the City's cost of obtaining or performing the products/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 Products/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 party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other parry's breach of this Contract. DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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: (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 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 parry 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 provide the Products and 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): DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 a. Failure of the Company to complete a particular task by the mutually agreed completion date; 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 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 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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; • 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 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 10 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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 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 11 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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: (1) 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. 12 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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. 13 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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 14 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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: 15 DocuSign Envelope ID: BF3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 For the Company: For the City: Zach Ziegler Kay Elmore Herman Miller, Inc. City of Charlotte 855 E. Main Ci Procurement Zeeland, MI 94964 600 East Fourth Street, V' Floor Charlotte, NC 28202 Phone: 616-654-8843 Phone: 704-336-2524 Fax: Fax: 704-632-8252 E-mail: Preston Ziegler(&hermanmiller.com E-mail: kelmore charlottenc. ov With Copy To: With Copy To: Greg Cass Adam Jones Herman Miller, Inc. City of Charlotte 855 E. Main City Attorne 's Office Zeeland, MI 94964 600 East Fourth Street, 151 Floor Charlotte, NC 28202 Phone: 201-341-1005 Phone: 704-336-3012 E-mail: aTea cass(@hermanmitter.com E-mail: am'ones charlottenc. ov 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 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 16 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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: (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 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 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" 17 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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 18 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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] 19 DocuSign Envelope ID: 8F382lE2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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. HERMAN MIL R, I BY: (signature) rr PRINT NAME: i.o.nea TITLE: Q + recto, o-� �o;' 1 �ta c. DATE: I L11 D/ 1 CITY OF CHARLOTTE: CITY MA GER'S OFFICE BY: (signature) I--' PRINT NAME: TITLE• DATE: 20 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 EXHIBIT A - PRICING SHEET CONTRACT #: 2020000622 VENDOR #: 308726 21 lD O O ~N U F z O z LAJ J_ z x CG e q W U y m w w w a, w w w w a w m a m m v v m w v v d v m v w m v d w w w v v v a w w v w m v Wv Wy Z:5 :6 :5 73 a n n 73 a� � n� a�� n 73 Z Z a a� � 73 a Z n n 73 n n� 72 72 73 a n a 73 z E a z a xc������222 -0 0 0 0 0 0 0 0 0 2 0 T2T�RTTE2T���2T 0 0 0 0 0 0 0 a o 0 0 0 0 0 .2 0 .2 0 .22T3��22T2�2T�T�L2� 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O d d s W W W W W U U W oo U cO oa U W co U ca W U MO W oO oO U U w U ai U ar W m oO w oo m W w U w U w oO w U W U w oo v U ar U w U as U w W w MO w W m W m W w O m z m z v z ai z w z w z as z w z m z W z as z w z v z v z W z w z w z w z ar z W z v z w z m z z z z z z z z z z z z z z z z z z z z z z z Ua d C W O W 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 W o Q o 0 0 0 0 0 o CD CD 0 0 0 0 0 0 0 Cl 0 0 0 00 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 C. 0 0 0 c e r y -- - o 0 0 o O o 0 0 0 0 Wn o r o r o o O n o o O o 0 0 0 o O o 0 0 o O O o 0 0 0 0 0 0 0 0 W O D O D 10�D 10 It 1O In m m M M M M M M M M M M M M M m m m m M d O � Q F U o A o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a lD '0 'O 0 a' 0 c' 0 0' c' c' c1 c1 0' a' c' c' °i c' °. 0' 0' QI 69 O .- [� [� {� l� l� l� [� l� N R in �n M �n 7 V1 10 yt [� .-. 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'"' "Y cd MU co e S3,Cl -t� '' o r y� y ^ a d ° w o o ° w 0 a y U 3 o x k •--• N M m � � i-�i F vOi � � Y O N N to 4 3 0 0 O U Cd t: a C w y � O O ~O o .0 x o •y O N 3 � p O A O O rl C O 'd ti ti, p lzt 3 Gp a w0 4 Q� a ° ° o -a' i api w w .�. w R, ai ' i O L 69 M i O b b cCd -o z w �zcaCd 0 vi � � � C > � ❑ � y !� C 9 c �oaz�wN�N •��v�opYx��� o O S1 T C y m O � 4 oo > N o b o L G cd •c 3 o m � o o G � ° � '" � y en o C.. cOd Y z y rccaE ° � bD bo C❑d a U o.E.4b 0 v a W V > E z o o o G N O •� �a "� id id c d Zs 'O ; o p II N DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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; • Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open 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; and • 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 (GARB) (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. 28 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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 29 DocuSign Envelope ID: 8F382lE2-348E-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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. 30 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 EXHIBIT C - PROPOSAL RESPONSE FORMS CONTRACT #: 2020000622 VENDOR #: 308726 31 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 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 http: //c ha r l o tten e. aov /Do ingB us i ne s s/Pap-e s/C ontractO p p o rtun iti es. aspx. ADDENDUM #: DATE ADDENDUM DOWNLOADED FROM NC IPS: 7/8/2019 7/11/2019 7/ 1612019 I certify that this proposal complies with the Specifications and conditions issued by the City except as clearly marked in the attached copy. Jay Lanenga (Please Print Name) Authorized S ature Director of Commercial Contracts Title Herman Miller Inc. Company Name 7- 3a -(� Date FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP4269-2019-105 RUNE 19, 2019 32 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 REQUIRED FORM 3 — PROPOSAL SUBAUSSION FORM RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES This Proposal is submitted by: Company Name: Herman Miller Inc. Representative (printed): Jay Lanenga Address: 855 East Main Avenue City/State/zip: Zeeland, Michigan 49464 Email address: jacob lanenga@hermanmiller.com Telephone: 616.654.3897 (Area Code) Telephone Number Facsimile: 616.654.8278 (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,INYTALLATIONANDRELATED PRODUCTSANDSERVICES RFPA'269-20I9-105 JUNE 19, 2019 Furniture Installation and Related Products and Services I RFP#269-2019-105 Page 49 33 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 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. S. 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. 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: x Include exceptions to the Sample Contract in the following section of my Proposal: 9 _ 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 PH: x No portion of the Proposal is marked as T ade S rei or PH. Representative (signed): FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP#269-3019-105 TUNE 19, 2019 Page 50 Herman Miller for the City of Charlotte 34 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 REQUIRED FORM 4 DELIVERY AND WARRANTY Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery: To match your particular product and scheduling needs, we offer these lead time options, 10- Day or Less, 20-Day or Less, Assigned, and Emergency Response. Please see "Additional Programs and Services". 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. See full Warranty Statements enclosed. Response time to service and/or warranty requests are a top priority with your dealer and our Customer Care and Product Services teams. Standard service inquiries are responded to same day or within one business day of notification. Depending upon parts required, Customer Care and Product Services will clearly outline the next steps and time frame for resolution. b. Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. Herman Miller agreed to requirement via email on October 14, 2019. c. Availability of replacement parts. We want your Herman Miller products to serve your company for a long time, so we design them for easy component replacement while in use and easy disassembly at the end of their useful life. From seating casters and arm pads to work surfaces and replacement tiles, service parts are ordered through and installed by your servicing dealer to protect your investment and ensure your products continue to support your employees for a long time. Replacement parts are warrantied until the original product warranty expires. d. Life expectancy of furniture under normal use. Our products are designed, developed and tested to assure a 12-year life under high-level, multi -shift use. Our products meet, and typically exceed, all industry standards (ANSI, SIFMA, UL, etc.), as well as internally developed requirements that go beyond industry requirements. a. Detailed information as to proposed return policy on all furniture. All product is manufactured by Herman Miller in the specific size, finish, and fabric requested to meet a specific customer application. Due to the customization and variety of applications, requests to return product, outside of warranty situations, are not typically authorized. Any product returned requires the written authorization from Herman Miller prior to return to ensure proper tracking and assessment. 35 DocuSign Envelope ID: SF3821E2-348E-4CFC-B8CD-3942346F9340 Proposed Solution Additional Programs and Services (continued) Options® Program The process begins when you make a request. We work with you to define the need and propose a product solution —something we modify or develop to meet your specific need. Response is fast; we quote 95 percent of requests in 24 hours. Prices are reasonable — on average, about 5 percent more than standard product. All Herman Miller Options products carry our comprehensive 12-year, 3-shift warranty. Vary Easy® Program Through your dealer, you have nearly limitless choice in modifying standard products. Dealer designers can instantly modify any product that is part of the program and create a 3D image, CAD symbols, and price book page for it. Lead times and pricing for Vary Easy products are the same as for standard products. And Vary Easy products are covered by our comprehensive 12- year, 3-shift warranty. Lead Time Programs for Rapid Shipment We understand that reliable lead times are a crucial element in your planning process and resource allocation. To match your particular product and scheduling needs, we offer these options: • 10-Day or Less: We have the most comprehensive quick -ship program in the industry —and with no quick -ship surcharges. Products available in 10 days or less include a broad vocabulary of standard systems, seating, tables, and filing / storage. • 20-Day or Less: Includes the full breadth of Herman Miller standard products. • Assigned: For customized products. Lead times are assigned based on the requirements of each order. • Emergency Response: This program ships products that are holding up installation within 24 hours. Furniture Disposal Programs Through our furniture disposal solution, your no longer needed assets can be donated to charitable organizations. The purpose of the rePurpose program is to keep used furniture out of landfills. But it does so much more than that. In some cases, fees may apply when disposing furniture. Your Herman Miller and local dealer partner will advise on the best strategy and program for individual agency circumstances . Furniture Installation and Related Products and Services I RFP#269-2019-105 Page 13 36 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 U A warranty is a promise. Here's ours: 12 years, 3 shifts, labor included Our warranty covers everything —including electrical components, casters, pneumatic cylinders, tilts, and all moving mechanisms. It recognizes the changing nature of work and the need for products that can stand up to continuous use. And it means that when warranty work is performed in the U.S. and Canada, Herman Miller foots the bill. At Herman Miller, we work for a better world around you. Our products — and our promise to stand behind their quality 100 percent —are designed to improve your environment whether it's an office, 'Hospital, school, home, an entire building, or the world at large. 37 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 0 All products sold under the Herman Miller brand, including Herman IVliller Healthcare products, Geiger- products, Eames aluminum group, Eames Soft Pad group, Eames executive chairs, and Eames tables, are backed by our 12-year, 3-shift warranty, except as limited or described below. Warranty information for Nemschoff products can be found by visiting nemschoff.com/customer-care/warranty. Warranty information for Maharam textiles can be found by visiting maharam.com/site/terms. Herman Miller Products 5 years Herman Miller Collection products; C-style flipper door unit with lift -assisted mechanism; Connect' power and data; Cubert`, Flute ", and Tone" personal task lights; Eames Tables power modules, Exclave" whiteboards, tackboards, and accessories; Flo' power hub; Formwork' and Ubi ' liners; Keyless Locks; Logic Power Access Solutions"; Logic Reach; iMbrace wall -mounted technology; Ode' lamps; Overlay'" Trellis and Linear light; Procedure/Supply Carts keyless lock bars; Tabetha Tablet Mount, Twist" LED task light; Ubi USB power module 3 years Herman Miller Collection outdoor products; Compass" system faucet 2 years Logic Micro Tower; Magis and Mattiazzi branded products from the date of purchase by the original purchaser 1 year Formwork stackable desktop storage; Nelson- Bubble Lamps" None Beware of Imitations poster; Exclave eco boards; Girard throw; Miaharam Memory 3 game; Maharam pillows, Textiles & Objects poster - Herman Miller Materials 5 years Herman Miller proprietary fabrics applied to seating products (exceptions covered under 12-year warranty include: Ace, AireWeave 2, Aristo, Balance, Bingo, Crepe, Dex, Epic, FL EXNET", Intercept, Leather, Lyris 2 MCL Leather, Marvel, Mercer, Monologue, 8Z Pellicle", Rhythm, Strata, and Whisper); Say!" knit back cover 1 year 'Herman ,blilier Design ari Text;le (DO -' and Cuseomer's Own image (COI) Parts and Components 5 years Electronic ballasts used in task lighting; keyless lock on Compass; mechanical components (drive shaft, motor, etc,) on Locale' height -adjustable surface; mechanical and electrical components on Moiia` sit -to -stand tables, Nevi- sit - to -stand tables, and Nevi Link; Renew- sit -to -stand pneumatic counterbalance and crank mechanism; power leg access option on Renew sit -to -stand tables 3 years All service parts; electric motors for Co/Strut` height -adjustable tables 2 years Electrical components (switch, control box, etc.) on Locale height - adjustable surface 1 year Compass system faucet sensors and control box 6 months All other products, parts, and any services not listed above, sold or furnished by Herman Miller or its subsidiaries, except for consumable products such as batteries, dry -erase markers, erasers, light bulbs, fans, and other electronic products for which no warranty is given Other Manufacturers' Products Herman Miller does not warrant other manufacturers' product but will pass through to the original purchaser any warranty supplied by other manufacturers to the extent possible, including, but not limited to, open -line laminates. 38 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 0 Provisions that apply to all Herman Miller -branded products and services: Herman Miller, Inc. ("Herman Miller"), 855 East (Main Avenue, PO Box 302 Zeeland, Michigan 49464-0302, USA, warrants the products sold by it and its subsidiaries to be free from defects in material and workmanship, regardless of the number of shifts during which the products are used, for the warranty periods specified. This limited warranty covers the sale of Herman IVliller product, in all countries_ Not ail of the product lines appearing on this list are marketed by Herman Miller in all countries, and appearance on this list does not imply an offer for sale of a product line in a particular place. Product line availability is defined in current price lists applicable to different regions, During the applicable warranty period, Herman Miller, as its sole obligation, will repair or replace (at its option) any product, part, or component covered by this warranty and sold after the effective date of this warranty, which fails under normal use as a result of a defect in material or workmanship. Herman Miller will repair or replace the aforementioned product, part, or component with a comparable product, part, or component, This warranty extends only to the original purchasers who acquire new product from Herman Miller, its subsidiaries, or its authorized resellers, Any product, part, or component must nave been used according to Herman Miller's published instructions and Installed and maintained by a Herman Miller Factory -trained technician or an authorized Herman Miller dealer rs.afl_'. ..cese req-re,.—, ents a.,c ,T,ez, warrar.y coverage e x«.--ded. Any misuse, abuse, or modification to the original product voids the warranty. Herman Miller does not warrant the performance of the product when used in combination with other than original Herman Miller product. Limited warranty only covers Herman Miller provided products, components, and related repair work performed by Herman Miller authorized dealers. -he warranty period starts from the date of purchase. -his document inclusively describes all of the warranties given and remedies available with respect to the company's products and services. Herman Miller and its subsidiaries disclaim any other warranty whether express or implied, statutory or otherwise, in relation to the products. Herman Miller does not warrant: • natural variations in wood grain or figure or presence of character mar.<s • changes in surface finishes, including colorfastness, due to aging, exposure to light or direct sunlight • marks, scars, orwrinldes occurring naturally in leather • veins, marks, voids, fissures, orcracks-found naturally in stone • failure resulting from normal wear and tear • pillingoftextiles • matching of colors, grains, or textures of natural materials • colorfastness or the matching of colors of textiles or surface finishes, including an exact match to cuttings, samples, or swatch cards • damage, marking, or staining of veneer surfaces due to contact with rubber orsimilar compounds; damage from sharp objects or imprinting from writing instruments • changes in the decibel level of motors or mechanisms utilized in height - adjustable products • damage or marking of materials or abrading of textiles overtime caused by sharp or foreign objects • discoloration of textiles and surface materials due to sailing, stains, or dye transfer from clothing, including denim Herman Miller tests Customer's Own Material (COM) and other customer - supplied items for manufacturing quality only and does not provide any warranty with regard to these materials. Herman Miller does not warrant products that are exposed to extreme environmental conditions or that have been subject to improper storage. TO THE EXTENTALLOWED BY LAW, ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO THE EXTENT THEY ARE LEGALLY REQUIRED, ARE LIMITED IN DURATION TO THE DURATION OF THIS WRITTEN WARRANTY. HERMAN MILLER SHALL NOT BE LIABLE FOR LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Applies in US only: Some states do not allow limitations on how long an imolied warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions in the two preceding paragraphs may not apply. This warranty gives the purchaser specific legal rights; however, the purchaser may also have other rights that may vary from state to state, Applies outside US: Except as stated above, Herman Miller will not be 'Liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the purchaser or any third party in respect of the products, but nothing contained 'herein will or will be considered to exclude or restrict any liability on Herman iMiller's part for death or personal injury resulting from negligence. Effective April 2019 HermanMiller !� -lera�n .� - e L==— - - -- -___ _� Ex. a�' =b�, -_-. �I<, -- Vie•,-o'�le. _._ _: z, - f C `.J , _ =Ton, --e r-_- Sr -red :ade�^er<s�.,r Tir. �T' :eam,e�__, - - -ti DpT,-ane�=oF'ao, `LE)oNE-, F:.Ice _yr's 2, \e • e,i ✓'.zs _. Tv._- and !_:,i ar_ eren;:he-.a::e 'As Dr 39 DocuSign Envelope ID: 8F3821E2-348E-4CFC-B8CD-3942346F9340 Geiger Warranty Geiger, 6095 Fulton Industrial Blvd., SW, Atlanta, GA 30336, USA, warrants the products sold by it to be free from defects in material and workmanship, regardless of the number of shifts during which the products are used, for the warranty periods specified below. This warranty covers the sale of Geiger product in all countries. Not all of the product lines appearing on this list are marketed by Geiger in all countries, and appearance on this list does not imply an offer for sale of a product line in a particular place. Product line availability is defined in current price lists applicable to different regions. Geiger Commercial Office Furniture Products 12 years All products sold under the Geiger® brand names, except as limited or described below. Geiger Textile Alliance Program SM Fabrics 3 years Includes, but is not limited to Edelman Leather, Geiger, Herman Miller, Maharam, and Place fabrics. Nonstandard Products 1 — 5 years Warranty length on nonstandard products not covered by the 12- year warranty is identified on individual product quotes. All Other Products, Parts and Services 2 years Height adjustable bases (electrical parts). 5 years Height adjustable bases (mechanical parts). Task light electronic ballasts. 3 years All service parts. 6 months All other products, parts, and any services not listed above, sold or furnished by Geiger, except for consumable products such as light bulbs and other electronic products for which no warranty is given. None For other manufacturers' products, Geiger will pass through to the original purchaser any warranty supplied by other manufacturers to the extent possible, including, but not limited to, open line laminates. Provisions that apply to all products and services: During the applicable warranty period, Geiger, as its sole obligation, will repair or replace (at its option) any product, part, or component covered by this warranty and sold after the effective date of this warranty, which fails under normal use as a result of a defect in material or workmanship; Geiger will repair or replace the aforementioned product, part, or component with a comparable product, part, or component. This warranty extends only to the original purchasers who acquire new product from Geiger, or its authorized resellers. Any product, part, or component must have been installed, used, and maintained according to Geiger's published instructions in order to be eligible for coverage under this warranty and must not have been subject to misuse or abuse. Any modification to the original product voids the warranty. Geiger does not warrant the performance of the product when used in combination with other than original Geiger product. The warranty period starts from the date of purchase. This document inclusively describes all of the warranties given and remedies available with respect to the company's products and services. Geiger disclaims any other warranty whether express or implied, statutory or otherwise, in relation to the products. 40 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 GeigerWarranty (continued) Geiger does not warrant: • natural variations in wood grain or figure or the presence of character marks • changes in surface finishes due to aging or exposure to light • marks, scars, or wrinkles occurring naturally in leather ■ veins, marks, voids, fissures, or cracks found naturally in stone In addition, Geiger does not warrant: • failure resulting from normal wear and tear • the matching of colors, grains, or textures of natural materials • the colorfastness or the matching of colors of textiles, including an exact match to cuttings or to swatch card ■ damage, marking, or staining of veneer surfaces due to contact with rubber or similar compounds ■ damage from sharp objects or imprinting from writing instruments, or • prolonged exposure to direct sunlight Geiger tests Customer's Own Material (COM) and other customer - supplied items for manufacturing quality only and does not provide any warranty with regard to these materials. Geiger does not warrant products that are exposed to extreme environmental conditions orthat have been subject to improper storage. Geiger's products meet the requirements of the price books and other written publications. TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO THE EXTENTTHEYARE LEGALLY REQUIRED, ARE LIMITED IN DURATION TO THE DURATION OFTHIS WRITTEN WARRANTY GEIGER SHALL NOT BE LIABLE FOR LOSS OFTIME, INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Applies outside US: Except as stated above, Geiger will not be liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the purchaser or any third party in respect of the products but nothing contained herein will or will be considered to exclude or restrict any liability on Geiger's part for death or personal injury resulting from negligence. 41 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Nemschoff Limited Lifetime Warranty Seller warrants the products it manufactures against defects of material and workmanship under normal use and service forthe useful life* ofthe product from the date of shipment provided that the product is in use bythe original owner and has been used only forth e original purpose. This warranty is void in cases of damage in transit, negligence, user modification, abuse, abnormal usage, improper use of cleaning chemicals, misuse, accidents and improper maintenance. As Buyer's sole remedy under the warranty, Nemschoff, at its option, will repair or replace defective parts at no charge to the original owner of record. Nemschoffwill pay freight charges provided that the replacement or return has previously been authorized by the company under the terms of this warranty. Normal aging and wear of fabrics, filling materials, mechanisms, mechanical components and finishes are exempt from this warranty. With proper use and maintenance, the limitations of our warranty are as follows: 10 years for all mechanisms and mechanical components of Serenity®, Pristo®, Consour", Leonard, and Ava® Recliners 12 years for all mechanisms and mechanical components of Nala and Cente® Patient Chairs 5 years for all other mechanisms and mechanical components 5 years for Overbed Tables, Physician and Caregiver Stools 5 years for lighting 5 years on Nemschoff Performance Fabric (NPF) 1 year for electrical outlets 1 year for Privacy Panels (Palisade) 1 year for Resin panel (Terra" for Treatment Areas) Graded -in fabrics follow the warranty of the textile manufacturer —please reference specific manufacturer's website Customers Own Material (COM) is not covered under warranty THERE IS NO OTHER EXPRESS WARRANTY. SELLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE INDICATED BY BUYER TO SELLER. There are no representations as to the capacity or performance of the products sold hereunder except as set forth in the quotation specifications, if any, and such representations are expressly conditioned upon the correctness of the data furnished by Buyer and upon the products being properly installed and maintained. IT IS EXPRESSLY AGREED THAT THIS REMEDY OF REPAIR, REPLACEMENT OR CREDIT, ATTHE SELLER'S OPTION, IS BUYERS EXCLUSIVE REMEDY UNDER THIS WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES. 2218 I.ilson Court 800 203 3916 Phone a Herman Miller Company 1 of2 Shebu,yggan,�,ii11 :3082 920 471 0292 Fax Q2019 iNemschaff, Inc. nernschorf.com 6 062)01 42 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Nemschoff On equipment furnished by Seller, but manufactured by others, the written warranty, if any, of the manufacturer will be assigned to Buyer. However, Seller does not adopt, and does not guarantee or represent that manufacturer will comply with any of the terms of the warranty of such manufacturer. Seller warrants woven and non -woven upholstery on the NPF program when applied to Seller's products. Warranty covers defects of material and workmanship under normal use and service for five (5) years from the date of shipment. This warranty applies only to the original owner and the original use of the product. This warranty is void in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, and improper cleaning and maintenance. Normal aging and wear of woven and non -woven upholstery are exempt from this warranty. As Buyer's sole remedy under the warranty, Nemschoff, as its option, will repair or replace the material at no charge to the original owner of record. If the material is no longer in manufacture, one of comparable value will be substituted for you. Nemschoff wilt pay freight charges, provided that the replacement or return has been previously authorized by the company under the terms of this warranty. Expenses incurred by Buyer in repairing or replacing Seller's product will not be allowed except by written permission of Seller. Seller, in its manufacture and sale of these products, will assume no liability as to possible infringement of patents or copyrights by virtue of the use of said products in combination with other elements or structures, or when manufactured to Buyer's specifications. * Useful life, as defined by industry standards, is 12 years. 2218 Ju1_on Court 800 203 8916 Phone A Herman NIMer Company 2of2 Sheboygan, VYI 53082 920 471 0292 Fax Q1_01P Nlemschoff, Inc. nem_choff,com V606,2019 43 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 Page 1 of 2 March 2019 - - Schedule 1 Warranty information 7 years naughtone warrants to the original purchaser that its products are free from defects in materials and workmanship for a period of 7 years from date of delivery, except as noted below. This warranty applies to single shift (standard 8- hour day, 5 days per week) use. Exceptions 5 years Stacking chairs, metal chair frames, seating components including adjustment mechanisms, height adjustment mechanisms and pneumatic cylinders, monitor supports and tablet arm assembles, wood veneer and low pressure laminate (LPL) surfaces, urethane and wood edge treatments, upholstery/ tailoring and exposed wood frames. Fabric naughtone offers no warranty, either implied or expressed, on any fabrics or leathers used on our products. Fabrics and leathers carry warranties from the fabric manufacturer or reseller. Please refer to each reseller's warranties before specifying. Because every fabric specification is different and application for use must be taken into consideration, naughtone shall not be held responsible in any manner for wrong specification of fabric for tailoring, wear, durability, or light fastness. naughtone HQ Knaresborough Tech Park Manse Lane Knaresborough HG58LF Great Britain VAT Registration Number 859435267 Limitations and Exceptions A) General The warranties set out in Part 1 of Schedule 1: • Provide coverage to the Customer only; Do not apply to (i) merchandise that was at anytime, used as a floor sample or display mode, (ii) any merchandise purchase "as is" or second-hand, (iii) any merchandise purchased at a distress sale or a 'going out -of business sale, or (iv) any merchandise purchased from a liquidator. The Product Tolerances set out in Schedule 2 shall apply. Products shall not be deemed to be in breach of warranty, or otherwise defective, by reason of an issue that is covered in Schedule 2. All warranties, whether express or implied, cover only normal usage. No warranty, express of implied, applies to any Product condition resulting from misuse, abuse, delivery or transportation damage, nor any Product condition resulting from incorrect or inadequate maintenance, cleaning or care. Warranty is null and void if furniture has been moved from original points of delivery to consumer. T. +44 (0)1423 816 500 E: sales@naughtone.com Regislered Office: Noughtone Lid, Uml D, Knaresborough Technology Park Monse Lane Knaresborough, North Yorkshire, HG5 BLF Company Registration Number: 05285557 Useful Beautiful Furniture British Designed Since 2005 www.noughtone.com 44 DocuSign Envelope ID: BF3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT Wa r ra n ty Coverage All products sole by Des;gn Reac.n, Irc., through its contract charnel "'DWRC") ? e �,varrac !ed to be free of defects it material and workmanSh'p apoearlrllg With' 1 3 years from t'dare of-purc�`lase, axcepL as otherwise described oelow. all HX7 products sold through the DWRC. channel are warrantied to be free of defects in material and �,vorkmans'nip appearing vvithin 2 I•iears from the date of :.urchase. This Jvarrarty is extended only to the original purchaser from D`ARC cr its a,;tncrized reSelle'; for commercial or rstitutional use, During the warranty cerioc, as its sole resoonsibility anc as t",e purchaser's sole rerredy under this warranty, DWRC will prcvide one of the following remedies, chosen by DWRC in its sole discretion: (a) repair me defective products, (b) replace the defect eve products with comparable products or (c) refund the purchase price of the defective prcducis. Other Warranties THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Exclusions This 'warranty IS nc-1 exiendec :J olurcriaserS for personal, family cr house'inld use; area Goes rot cover ary el *e Misuse. abuse or modification of the original product » Any product, part or component that has not been used according to applicable published manufacturer Instructions (aid installed and maintained by a DWRC-designated factory -trained technician or dealer installer) „ Natural variations in ovood grain or figure or presence Of character darks » Changes in surface finishes, including colorfastness, due to aging or e*.posure to light ,larks, scars or',,;rinkles occurring naturally in leather Veins, marks. 'voids, fissures or cracks found naturally In stone :> Failure resulting from normal wear and tear „ Pilling of textiles „ (;latching of colors, ;rains or textures of natural rrlaterials Colorfastness or matching of colors of textiles or surface finishes; ircluding an exact match to cuttings; samples or s,vatch cards Dama,e, mariong or staining of veneer surfaces due to contact with rubber or similar compounds, sharp objects or writing instruments Changes in the decibel le�=el of motors or mechanisms used in height -adjustable products Damae or marking of materials or abrading of textiles over time caused by sharp or foreign objects » Discoloration of te,tiles and surface materials due to Soiling, stains or dye transfer from clotting, includin, denim Products that ha`•:e been exposed to extreme em ircnrnental conditions or that ha,-e been Improperly stored Limitation of Liability DWRC WILL NOT BE SUBJECT TO ANY OBLIGATIONS OR LIABILITIES OTHER THAN THOSE SET FORTH IN THIS DOCUMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR UNDER OTHER THEORIES OF LAW OR EQUITY. WITH RESPECT TO ITS PRODUCTS, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND IN NO EVENT WILL DWRC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR CONTINGENT DAMAGES WHATSOEVER. \*�%t.'lput I:mit'.r"g ie generallr•J �f the "or-v -g5 DIN 'C 8 `% u a a � - sc II. disclaims ny z.b. lit; for pen lies, seed,=1 ca'races, damages los.. `ts o: revenues, dovvntlne, lost good ,.,,,;Ill, cs, cf capl:al, ccsi o. Su' _ o ^,S�aUi �ppdS pr Sel"`JIC2S ' a"V t,."lei -�peS Of � Dn;,miC I%55, 45 A DIVISION OF DESIGN WITHIN REACH I DWRCONTRACT.COM 1 1.800.591.6965 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Framery Fra mery warra my L Framery warrants that the goods will meet the Speciflcat ions- 2 Unless speciflcallyagreed othe nvtse In the Contract, the warranty penod is twetve (12) months from the date of their delivery Ex Works Tampere, FinLand,whlchevershall be the eartier_ 3-The warranty For each product 6 valid only after a duty completed War- ranty checklist (per each product) is submitted to Frameryerrait address wa rra ntyCu fra me ryacousticsco m in electronic form (picture. pdf)_ 4 During the warranty penod, Frarnery undertakes upon written request of the Purchaser to, at Framery's discretion, repair, replace or refund the price of a ny parts of the goods delivered which can be proved to be damaged due to bad material, faults In design, poor wor kma ns N p or which fail to meet the Specifications- S.The warranty shalt not be effective and shall not be relied upon by the Purchaser in the event of 5-t the goods having been at any time,during the period beginning with their delivery Ex Works Tampere. Finland, stored, handled, transported, installed, maintained or used in a manner Inconsistent with Framery's then current technical requirements, the standard instructions (or in the absence thereof, in accordance with generally accepted practices In the industry)or the alleged defect having been mused by accident, neglect or events beyond Frarnery's control occurring after deliveryof such goods Ex Works Tampere, Finland; or 5-2 normal wear and tear; or S3 use or conditions a fecting the goods which are unusual or not reaso- nably foreseeable in relation to the conditions, or 5-4. use of the goods In connection with non-Framery parts, spares or materials which have not been approve expressly by Framery; or 55- the product or a part ofthe product has been un property stored, used or kept outside ofnorrnat office condmons,or In conditions with dramatic temperature variations or outdoors or In an environment not suitable for the product; or 5-b. the product has been moved,dismanded or repaired against the Framery Instructions; or 5-7- repairs, atterations or customisation carried out Without Frame ry's written consent or faulty repairs executed by others than Framery ii Additionally the warranty does not apply to: &tchanges In surface knishes due to aging or exposure to Light or 62 pitting of textiles, or 6.3- damage marking or staining of surfaces due to contact with rubber or similar compounds, or 6.4_ damages from sharp objects or imprinting from writing I nst ru me n mo r 65.damages caused by force rnaleure,ordamages caused by moving,dis- manthng or repairing by other than personnel of Framery Oy or authorized distributor, or damages caused by using shoes within doors, or bb. damages caused by force maUeure, or damages caused by moving, drs- mantlingor repairing by other than personnel of Frameryoyorauthortzed distributor, or damages caused by using shoes within doors,or &7_ damages in glasses caused by abnormal use of product. or 6-8-damages due to misuse or vanda [is nor 6-9-damagesdue to slamming the door open or close or due to leaning against the doo L 7. The Purchaser shall, without delay, and in no case Later than twenty-one (21) days after discovering the defect which it believes may constitute a breach of warranty, notify Framery's After sates and Services In writing - Such notice shall consist of aduly completed Warranty Claim Form (available from Framery's After Sales and services) and anyadditional Information the Purchaser and/or Framery may deem relevant Upon Frame ry's acceptance ofthe va Ildity of a wa rra n Ly claim it shall issue to the Purchasera Warranty Acceptance Form The Purchaser shad then at Its costs, return the goods to Framery, if so requested- If the re is a reason to believe that the defect may cause damage to persons) or property, notice shall be given immediately after discovering the defect and may be given by phone, fax or a -mall followed by the appropriate complete written notice as descn bed above- e-If the Purchaser Fails to notify Framery ofthe defect within the time spry cihed above, it shalt Lose its right to have the defect remedied- 9 For valid warranty clai rrrs, Framery shall carry out troubleshooting dlsmantlingand/or re -installation of the defective part If this, In Frame- ry's opinion, requires special knowledge- if such special knowledge is not required in Frarnerys opinion, Framery shalt have fulfilled Its obligation In respect of the defect when it delivers a duty repaired or replacement part to the Purchaser Ex Works Tampere, Finland- If troubleshooting, dismant- Lmgor re-InttaLLation of parts necessitates an Intervention in equipment other than the gDods (which the Purchaser shall arrange to have carried out> the Labour and cost Incurred thereby shalt be bome by the Purchaser. 10-Unless otherwtseagreed,transportand customs broke rageconttsof defective parts to and from Framery shall be for the Purchasers account and risk and If troubleshooting, dlsmantlingor re- Installation. repair or replacement Is tamed out a[ the location or the defective parts then Framery shalt be entitled to fuLl compensation for travel accommodation and Labour Incurred In travel to and From such location Such compensati- on shalt be determined in accordance with the then applicable provisions of Frarnerys Field Service Rate Schedule I'Llf the Purchaser gyres notice Ora defect and no defect is found which the warrantycovers, Framery shall be entitled to full compensation for the work and costs Incurred by reason of the notice having been given w rongLy- 12The Purchaser shall provide Framery free ofcharge with all necessary access and other facilities and all Infomtation required toenable Framery to ascertain or verify the nature and cause of the defect claimed and to carryout its warranty obligat ions- 13AS PROVIDED FOR IN THIS SECTION 12, FRAMERY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER REPRESENTATIONS. CONDITIONS, WARRAW TIES OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO CO M MON LAW L ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY IMPUED WARRANTIES OF MERCHAN- TABILITY. NOWINFRINGEMENTAND FITNESS FORA PARTICULAR PURPOSE - THE WARRANTY SPECIFIED IN THIS SECTION T2ISTHE PURCHASER'S SOLE AND EXCLUSIVE REMEDY AND IN LIEUOF, NOT IN ADDITION TO. ANYOTHER R E M EDY AVA ILABLE AT LAW G R IN EO UITY 14 Iftwenty-one (21)days after the expiration of thewarranty period the Purchaser has made no specific written claim under the terns ofthe war- ranty, Framery shall be released from such warranty obligations- 15-Framery shall not give an Installation warranty unless the product was Installed by Frarnery itself. 46 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F934O HAY 2=year warrenty Nine United Denmark A/S designs and manufactures furniture under the trademark HAY. All products are manufactured in accordance with the highest standards and to meet our high standards in quality and production and a 2-year warrenty is given. The 2-year warrenty covers materials and/or workmanship on frame or upholstery. The guarantee is valid from the date on the original invoice. The warrenty does not apply in the following situations: / if the products has been stored or assembled wrongly. / if the product has been abused or misused, altered or cleaned using wrong cleaning methods. / damage due to normal wear and tear, cuts or scratches, or damage caused by impact or accidents. / if the product has been placed outdoors or in a humid environment. / in cases of consequential or incidental damage. Nine United Denmark A/S is dedicated to the design and production of of durable furniture designed to last. We put great effort into choosing materials focusing on hard wearing qualities to help us secure the long life span of the product. Nine United Denmark A/S reserves the right to alter or stop the production of selected items without prior notice. The warrenty is valid from January 1, 2015. 47 Nine United Denmark A/S Havnen 1 9700 Horsens Denmark / www_hav_dk / +45 4292 0282 DocuSign Envelope ID: 8F382lE2-348E-4CFC-BBCD-3942346F9340 eu�"s NessI)LUSION 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.charlottebusinessinclusion.com. Failure to submit this form shall deem a Proposal non -responsive. Company Name: I Herman Miller, Inc. 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: Effective Date: Expiration Date: Identify outreach efforts that ►re►•e employed by the firm to maximize inclusion of MWSBEs to be submitted with the firm's proposal (attach additional sheets if needed): ce M rti6r.zs o f Na fr�a� �1'��o ri ti•� �v�l.'er l�tr�����_�r�G / Identify outreach efforts that will be e)1 /oyyil by the firm to maximize inclusion during the contract neriod of the Proiect (attach additional sheets if needed): rUM f [Morin continues 017 next page] FURNITURE. [VST4L.LA770:V A \'D RELATED PRODUCTS AND SERI "ICES RFP=269-2019-105 JUNE 19.2019 48 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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" Cabro Installation W 305715 Janitorial and Custodial Chem Clean Services S 301413 Alianza Services, LLC Dealer M Alianza Services, LLC - Dealer M NYC Alianza Services, LLC - Dealer M NJ Alianza Service, LLC - Dealer M CitiFinancial Intelligent Interiors, Inc, Dealer M Navajo Office Products, Dealer M LLC Officeworks - Dealer M Indianapolis Supply Source, Inc. - Dealer M Johnstown Supply Source, Inc. - St. College (vol inc with Dealer M D060548) Supply Source, Inc.-- Dealer M Williamsport I Supply Source, Inc. - Dealer M Mechanicsburg OP/Contract Furnishers Dealer W of Hawaii - Guam One Eleven Design bealer W PK Spectrum LLC Dealer W The Sheridan Group - Dealer W Los Angeles The Sheridan Group - Dealer W Santa Fe Springs The Sheridan Group - Dealer W Calabasas W VRD Corporate Interiors Dealer FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SER1110ES RFP4 269-2019-105 .TUNE 19. 2019 49 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 Dealer W WRG Workplace Resource - Dealer W Denver Workplace Resource - Dealer W Colorado Springs Workplace Resource, Dealer W LLC -- Austin Workplace Resource, Dealer W LLC -- San Antonio Workplace Resource, Dealer W LLC -- Louisiana Wrk Lab, Inc Dealer W Workscapes, Inc. - Fort Dealer W Lauderdale Workscapes, Inc. - Fort Dealer W Myers Workscapes, Inc. - l Dealer W Jacksonville ...,....,....r.,�, ....,. Dealer ' W Orlando Workscapes, Inc. - I Dealer W Tampa Acoustitech Supplier M Alpha Coating Supplier M Technologv Apex Spring & Supplier M Stamping M Eagle -Nichols PackagingSupplier Global Concepts Supplier M Enterprise Inc Hot Melt Technologies Supplier M Intex Technologies Supplier M Jireh Metals Products Supplier M Luna Textiles Supplier M Mico Industries Supplier M Primera Plastic Inc Supplier M FURNITURE. tAST1 LLATION AND RELATED PRODUCTS AND SERVICES RFP4 269-2019-I05 JUriE 19.2019 50 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Reggie McKenzie Industrial Materials Supplier M Supply Source Options LLC Supplier M Ventura Manufacturing Supplier M Gill Industries Supplier W H&H Metal Source Inc Supplier W Proos Manufacturing Supplier W Soundtech Inc Supplier W Nuvar Inc Supplier W Representative (signed): 9/26/2019 Date Total MBE Utilization 0 % Total WBE Utilization 10 % Total SBE Utilization 0 % Total MWSBE Utilization 10 % Kavy Lenon Representative Name FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUKE 19, 2019 51 DocuSign Envelope ID: BF3821 E2-348B-4CFC-B8CD-3942346F9340 .M.-M JL.USION c�■max. ,a wp.m CBI FORM 4: Letter of Intent Per Part 8, 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: Herman Miller, Inc. / Alfred Williams & Company Vendor#: 122386 Address: 855 E Main Zeeland, MI 49464 Contact -Person: Jay-Lanenga Email: jacob_lanenga@hermanmiller.-com Telephone: 616-654-3897 Fax: 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. Furniture installation, Moving and Warehousing The prime contractor shall pay the subcontractor the committed goal of 10% of the monthly amount paid by the city. To be completed by SBE and/or MBE Name of SBE and/or MBE: Cabro LLC Vendor#: 305715 Address: 1893 Scott Futrell Drive. Charlotte, NC 28208 Contact Person: Cathy Abernathy Email: mark@cabrol.com Telephone: 704-391-5498 Fax: 704-393-6048 Upon execution of a Prime Contract with the City for the above referenced project, the Bidder certifies that it intends to utilize 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. Bidder: ` �a*c#er P n �� Date: f Z Si natu a nd Title SBE/MBE Firm: A4 h ,J'kaAl Date: Z (Circle one or frothy • n�Wtym—T�lvfe=��� Version 11-2016 52 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 REQUIRED FORM 6 Provide the names and addresses of each certified installer/subcontractor by geographical area. In North America, U.S. Territories and Outlying Areas, Herman Miller products are distributed through a network of over 110 Authorized and Certified Dealers, with almost 230 locations. They provide both products and services and are committed to meeting our quality standards. You can see a list of Herman Miller dealers in your area by visiting www.herTnanmiller.com/deaters. 53 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 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. Herman Miller's Design for Environment protocol focuses on maintaining our high standards while incorporating increasingly more environmentally Recycled Content. sustainable materials into our new product designs. Products must contain a certain percentage Our goal is to maximize the amount of recycled of recycled content. Please include the content and recyclability of a product at the end of amount of recycled content, both pre- and its useful life. post -consumer, included in your product. For more information on recycled content for products, please refer to please refer to the "Environmental Calculator" (ecomedes) on our website: hermanmiller.ecomedes.com. Recyclability. Please include the types of materials For recyclability percentages of specific products, included in your product, and if they are please refer to please refer to the `Environmental considered recyclable in typical municipal Calculator" (ecomedes) on our website: recycling streams. hermanmiller.ecomedes.com. Biodegradability. Our products are not biodegradable. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. CompostabilitY. Products must be capable of composting at Not Applicable to our products. a commercial composting facility. Please state whether each product offered in your For many years, we have reported to the EPA proposal is compostable. WasteWise program with a focus on diverting materials from a landfill ---- including composting. Our most current 2019 reporting indicated 387.75 tons (775,504 pounds) of material composted. This includes paper towels from bathrooms along with utensils/plates/food waste from our on -site cafeterias. Energy Consum Lion. We use processes that eliminate waste from our Please include the total amount of energy facilities, borrow the water we need and manage it consumed for product or service well, reduce energy intensity, and use renewable manufacture, use and disposal. Different forms of energy. sources of energy are associated with In FY2017, Herman Miller consumed 96,600 different environmental impacts. Megawatt hours or $42.2 Megawatt hours/$ million sales FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 54 RFP4 269-2019-105 JUKE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 Energy Efficiency. Products must meet or exceed the Department of Energy (DOE) and Environmental Protection Agency criteria for use of the ENERGY STAR trademark Not Applicable to our products. 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. Water Efficiency. Eligible products must meet or exceed the Environmental Protection Agency's Not Applicable to our products. WaterSense program or be water -efficient or low -flow fixtures. Low VOCs. Products should contain low or no volatile For VOC content information of specific products, organic compounds (VOCs). Please please refer to please refer to the "Environmental indicate any VOC content in each Calculator" (ecomedes) on our website: applicable product offered in your hernanmiller.ecomedes.com. proposal. Reduced Packagin&. Larger scale domestic orders allow the use of Please include any efforts made to reduce minimal packaging, such as bulk packaging and the packaging of the products included in blanket wrapping. Bulk packaging examples include this proposal. stretch wrapping up to 40 worksurfaces or screens to a pallet, thus eliminating an individual box and multiple pieces of protective foam for each product. Another common bulk pack example includes placing up to 48 pieces of cladding in a single box with pallet truck access and a "zip -line" opening to allow easy access at the point of delivery. Blanket wrapping typically involves seating and metal storage products. In this scenario we wrap products in reusable blankets and ship them directly from the plant to the installation site. The transit company brings the blankets back to Herman Miller for a closed -loop packaging reuse system. Bulk packaging and blanket wrapping not only eliminate the need for corrugated boxes, foams and plastics, but typically increase unloading time by 25% or more, with similar savings in disposal reduction and transit efficiency. Pollution Prevention. Herman Miller Safety and Sustainability Policy Please state your company's policy on At Herman Miller, we approach safety and source reduction. The Pollution Prevention sustainability two ways. Act defines source reduction to mean any practice that: (1) Reduces the amount of From the top down, we set goals for safety and any hazardous substance pollutant or y sustainability and make performance to these goals contaminant enteringan waste stream or p of our CEO's scorecard. FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES 55 RFP# 269-2019-105 JUKE 19, 2019 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 otherwise released into the environment From the bottom up, we empower people with a (including fugitive emissions) prior to passion for wellness and responsibility to lead by recycling, treatment or disposal, and (2) example and through organized programs. Reduces the hazards to public health and These approaches meet in the middle, always striving the environment associated with the release to improve through commitments to: of such substances, pollutants or contaminants. The term includes: Living, Working, and Being Safe equipment or technology modifications, Promoting safety knowledge, well-being both at process or procedure modifications, work and at home, and the prevention of injuries reformulation or redesign of products, and ill health. substitution of raw materials, and Being Resource Smart improvements in housekeeping, Acting on the prevention of pollution, the maintenance, training or inventory control. elimination of all forms of waste, and the efficient use of all resources. Being Eco Inspired Advocating for better, more sustainable products with safer material chemistry. Being Community Driven Sharing best practices with all stakeholders and going beyond compliance with regulations and other requirements. Life Cycle Management. Please state how many times your product As part of our Design for the Environment process, may be reused. (Since reusable products life cycle impacts are considered when making generally require more upfront costs than material choices. Additionally, full life cycle disposable products, they are often assessments (LCAs) have been conducted for major subjected to a cost/benefit analysis in order product categories/product lines. to determine the life cycle cost). Herman Miller has been using LCAs since 2006 to identify the potential environmental impacts of our products. We perform life cycle analysis specifically according to ISO documents 14040 and 14044 and we conform to the most recent respective Product Category Rules for Environmental Product Declarations (EPDs). EPDs are now available for the majority of our performance seating products. The Herman Miller rePurpose program is an End of Life Management. industry -leading resource for managing surplus Will the manufacturer or designee accept corporate assets, including furniture, equipment, and the product back at the end -of -life? (who supplies. By employing a thoughtful combination of pays for the transportation of the product resale, recycling, and donation on each project, may be situation -specific). rePurpose ensures assets reach their best destination. The rePurpose program is a single -source approach, which saves time and money, eliminates liability, and keeps 99 percent of product out of landfills. Fees for rePurpose vary based on size and scope. FURNITURE, INSTALLATIONAND RELATED PRODUCTS AND SERVICES 56 RFP# 269-2019-105 JUNE 19, 2019 DocuSign Envelope ID: SF3821 E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 Herman Miller, 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). 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. 57 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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 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 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. 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. 58 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 CONTRACT #: 2020000622 VENDOR #: 308726 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., 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." 59 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 REQUIRED FORM S — 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. I hereby certify as stated above: Jay Lanenga (Print Name) I� 1 r Signature Director of Commercial Contracts 1-30 -(q Title Date I am unable to certify_ to one or more the above statements. Attached is my explanation, lCheck box if applicablel (Print Name) Title Signature Date FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP4269-2019-105 JUNE 19, 2019 60 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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. Herman Miller Inc. (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 3 801, et seq., apply to this certification and disclosure, if any. Jay Lanenga (Print Name) j 1, Authorized Signatu 7- 3o - iol Date Herman Miller Inc. Company Name 855 East Main Avenue Address Zeeland, Michigan 49464 City/State/Zip FURNITURE, INSTALLATION AND RELATED PRODUCTSA:ND SERVICES RFP;.' 269-2019-105 JUKE 19, 2019 61 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 7 0 DATE (MMIDDIYYYY) `�. CERTIFICATE OF LIABILITY INSURANCE 12/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENO OR ALTER THE COVERAGE AFFOROEO BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE OOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, ANO THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an AODITIONAL INSURED, the polfcy(fes) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and CDnditlons of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). tODUCER CONTACT NAME, Carolyn Schultz ,rthur J. Gallagher Risk Management Services, Inc. PHONE I FAX 00 Ottawa NW, Suite 301 14J_ 616 _233-0910 _ (nrc No : 616-233-0923 hand Rapids MI 49503 A Schul a' .com INSURERS AFFORDING COVERAGE NAIL A _ INSURER A: The Travelers Indemnity Company of CT 25682 SURED y HERMMIL-02 INSURERS: Standard Fire Insurance Company 19070 lerman Miller, Inc INSURERC: Everest National Insurance Company 10120 55 E Main Ave. eeland, MI 49464 INSURERD: I INSURE_RF: OVERAGES CERTIFICATE NUMBER: 150310746 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,R LICY EXP TYPE OF INSURANCE INS OR POLICY NUMBER MM1p0YlYYYY MMi 0o1Y'YYY LIMITS f X COMMERCIAL GENERAL LIABILITY Y HC2EGLSA-475M286A-19 611/2019 6/1/2020 EACH OCCURRENCE $2,000000 CLAIMS -MADE T OCCUR DANG TO RENTED PRE MISES ten occurrence $ 1,000,000 MED EXP (Any one person) $ Excluded $ 1,000,000 PERSONAL 8 ADV INJURY GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $25,000,000 X POLICYTJECOT 7 LOC PRODUCTS - COMPIOPAGG $4000,000 $ OTHER AUTOMOBILE LIABILITY HG2ECAP-475M2858-19 6/1/2019 611/2020 EaadeDtSINGLELIMIT $2,000,000 BODILY INJURY (Per person) X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) PROPERTYDA GE PeracradehtX X HIRED NON -OWNED AUTOS ONLY AUTOS ONLY F1,000.00(o UMBRELLA LIAB X OCCUR XCBFXOD052191 6/1/2019 6/112020 EACHOCCURRENCE AGGREGATE $1.000,000 _ EXCESS LIAB CLAIMS -MADE DED X I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANYPROPRIETORIPARTNER/EXECUTIVE I DFFiCE W MEMBER EXCLU DED? NIA HC2CUB-475M2650-19 6/1/2019 6/1/2020 )c g ATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $1.000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below £.L. DISEASE - POLICY LIMIT $ 1,000,000 SCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) E: CDntract#2020000622 ity Df Charlotte shall shown as additional insured solely with respect to general tiabifity coverage per form CO D4 11 (designated person or organization) as 4clenced herein as required by written contract with respect to work performed by the named insured. Gene rat liability coverage is primarylnon contributory is is per forms CGT100. The Producer will endeavor to malt 30 days written notice to the Certificate Holder named on the certifCate iF any policy listed on the �rtifiCate is canoe{fed p0orto the expiration date. Failure tD do so shall tmpase rl0 Obligation 0r Ilabiltly of any kind upon the Producer 0r otherwise alter the Acy terms. RTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Charlotte 600 East 4th street 9th Floor Charlotte NC 28202 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ;ORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 EXHIBIT C City's Insurance and Indemnity FIN-S Formal Cooperative Purchase Agreement (10-2022) 28422060.1/100439.0002 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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." FIN-S Formal Cooperative Purchase Agreement (10-2022) -1- 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 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 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 statutory 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: FIN-S Formal Cooperative Purchase Agreement (10-2022) -2- 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F382lE2-348B-4CFC-B8CD-3942346F9340 (i) The insurer shall reduce or eliminate such self -insured retentions as respects CITY, its officers, officials, employees, agents and volunteers; or (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, FIN-S Formal Cooperative Purchase Agreement (10-2022) -3- 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F3821E2-348B-4CFC-B8CD-3942346F9340 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. (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 upon request. 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 for one (1) year. 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 by the gross negligence, or caused by the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. FIN-S Formal Cooperative Purchase Agreement (10-2022) -4- 28422060.1 / 100439.0002 DocuSign Envelope ID: 8F3821 E2-348B-4CFC-B8CD-3942346F9340 If CONTRACTOR should subcontract all or any portion of the work to be performed under this Agreement, CONTRACTOR shall require each subcontractor to 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. FIN-S Formal Cooperative Purchase Agreement (10-2022) -5- 28422060.1 / 100439.0002 Tina Your From: DocuSign NA3 System <dse_NA3@docusign.net> on behalf of Sandra Gamey via DocuSign <dse_NA3@docusign.net> Sent: Wednesday, March 15, 2023 2:30 PM To: Clerk Subject: Complete with DocuSign: 9666 FACILITY DESIGNS CPA -City of Fresno.pdf External Email: Use caution with links and attachments DocuSign Sandra Gamez City Clerk, Please DocuSign 9666 FACILITY DESIGNS CPA —City of Fresno.pdf Thank You, Sandra Gamez Do Not bare ±,`-_: -?Y% o This email coniai� �s E+ ; _!:- L ' ,CU: ;;aase do , Q; spar, ti is email link, or access code with others Pi