HomeMy WebLinkAboutContract 58938CSC No. 58938
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Knoll, Inc by and
through G.L. Seaman & Company ("Vendor") as the authorized reseller through OMNIA Partners
#2020000608 and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B — Cooperative Agency Contract OMNIA Partners #2020000608; and
4. Exhibit C — Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the
terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed
Twenty Thousand Dollars ($20,000.00). Vendor shall not provide any additional items or services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by
this Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ending on December 31, 2023 in line with cooperative contract.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under
this Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement
at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of
intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY:
To VENDOR:
City of Fort Worth G.L. Seaman & Company
Attn: Jesica McEachern, Assistant City Manager Sara Desjardins, Senior Associate
200 Texas Street
Fort Worth, TX 76102-6314 Address:
Facsimile: (817) 392-8654 4201 International Pkwy
Carrollton, TX 75007
With copy to Fort Worth City Attorney's Office at
same address Facsimile: 214-764-6420
The undersigned represents and warrants that he or she has the power and authority to execute this Agreement
and bind the respective Vendor.
CITY OF FORT WORTH:
By:
Name: Jesica McEachern
Title: Assistant City Manager
Date: Feb 28, 2023
APPROVAL RECOMMENDED:
IC �1'-0
Name:
Manya Shoff
Title:
Library Director
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By:
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
G.L. Seaman & Company
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Date:
Digitally signed by Sam Desjardins
s DN: cn=Sare Desjardins, o=GL Seaman,
Sara Desjardinou, email=sdesjardins@gls—rn, -US
Date: 2023.02.22 11:37:48-06'00'
Name: Sara Desjardins
Title: Senior Associate
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and
reporting requirements.
Trnofhv idal
By: Timothy Shidal (Feb 22, 2023 12:29 CST)
Name: Tim Shidal
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By: J ika Williams (Feb 24, 202310:52 CST)
Name: Jessika Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: CA613FFB-CF2D-4A97-8300-975EBA806817 Exhibit A
KNOLL - CONTRACT 2020000608-9
EXHIBIT A.9 - PRICING SHEET
1. FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE - FURNITURE CATEGORIES AND OTHER RELATED
PRODUCTS
CATEGORY
VERIFIABLE MANUFACTURER'S LIST PRICE CATALOG AND DATE
DROP SHIP
INSIDE
DELIVERY
Systems Furniture
Antenna Workspaces, Date: October 2022
68.5%
65.5%
Systems Furniture
Autostrada, Date: October 2022
68.5%
65.5%
Systems Furniture
Currents, Date: October 2022
68.5%
65.5%
Systems Furniture
Dividends Horizon, Date: October 2022
68.5%
65.5%
Systems Furniture
ReffProfiles Vol I: 26_1/2" Planning, Date: October 2022
68.5%
65.5%
Systems Furniture
ReffProfiles Vol II: 28 3/8" Planning, Date: October 2022
68.5%
65.5%
Systems Furniture
Series 2, Date: October 2022
68.5%
65.5%
Freestanding Furniture
Crinion Open Table Date: October 2022
59.5%
56.5%
Freestanding Furniture
DatesWeiser, Highline Collection Date: October 2022
41.0%
38.0%
Freestanding Furniture
DatesWeiser, Highline Vector, Date: October 2022
41.0%
38.0%
Freestanding Furniture
DatesWeiser, JD Collection Date: October 2022
41.0%
38.0%
Freestanding Furniture
Islands Collection, Date: October 2022
57.5%
54.5%
Freestanding Furniture
k. base; k. stand Price List, Date: October 2022
68.5%
65.5%
Freestanding Furniture
k. bench, Date: October 2022
68.5%
65.5%
Freestanding Furniture
k. screen, Date: October 2022
68.5%
65.5%
Freestanding Furniture
KnollExtra, Date: October 2022
59.5%
56.5%
Freestanding Furniture
KnollStudio Date: October 2022
52.5%
49.5%
Freestanding Furniture
LSM Collection, Date: October 2022
52.5%
49.5%
Freestanding Furniture
Pixel Collection, Date: October 2022
57.0%
54.0%
Freestanding Furniture
Propeller Collection, Date: October 2022
52.5%
49.5%
Freestanding Furniture
Muuto, Date: September Q3-2022
23.0%
20.0%
Freestanding Furniture
Rockwell Unscripted, Date: October 2022
57.5%
54.5%
Freestanding Furniture
Tone, Date: October 2022
68.5%
65.5%
Freestanding Furniture
Upstart, Date: October 2022
68.5%
65.5%
Seating / Chairs
Office Seating (Newson Task Seating, k. task, Remix, Life, Generation, Regeneration,
Multigeneration), Date: October 2022
59.5%
56.5%
Seating / Chairs
Office Seating (Moment, 011o), Date: October 2022
52.0%
49.0%
Soft Seating
k. lounge, Date: October 2022
57.0%
54.0%
Soft Seating
Pixel Lounge Date: October 2022
57.5%
54.5%
Filing Systems, Storage & Equipment
Anchor, Date: October 2022
68.5%
65.5%
Filing Systems, Storage & Equipment
Calibre, Date: October 2022
59.5%
56.5%
Filing Systems, Storage & Equipment
Quoin, Date: October 2022
68.5%
65.5%
Filing Systems, Storage & Equipment
Template, Date: October 2022
68.5%
65.5%
OTHER RELATED PRODUCTS
VERIFIABLE MANUFACTURER'S LIST PRICE CATALOG AND DATE
DROP SHIP
INSIDE
DELIVERY
Renewal / Replacement Parts
24 Response, Date October 2022
40.0%
n/a
3. FIXED RATE:
Storage
$1.65/sq ft.
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DocuSign Envelope ID: CA613FFB-CF2D-4A97-8300-975EBA806817
Exhibit B Contract#:2020000608
Amendment#: 9
Vendor#:308719
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
NINTH AMENDMENT TO THE AGREEMENT TO PROVIDE
FURNITURE, INSTALLATION, AND RELATED PRODUCTS AND SERVICES
THIS NINTH AMENDMENT TO THE AGREEMENT TO PROVIDE FURNITURE,
INSTALLATION, AND RELATED PRODUCTS AND SERVICES (this "Ninth Amendment") is made
and entered into this 1st of January 2023, by and between Knoll, Inc., a Delaware corporation doing business
in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the
"City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for furniture, installation, and
related products and services dated January 1, 2020 (the "Contract") pursuant to which the Company
agreed to provide furniture, installation, and related products and services for the City of Charlotte.
B. The parties amended the Contract to add the Islands Collection and to incorporate changes to the
Delivery and Force Majeure clauses.
C. The parties amended the Contract to add the k. base product line.
D. The parties amended the Contract to add the k. screen product line.
E. The parties amended the Contract to incorporate a modification to the list of public agencies in Exhibit
E.
F. The parties amended the Contract to incorporate price adjustments and the addition to the Domestic
Procurement Preference clause in Exhibit D.
G. The parties amended the Contract to replace the Commercial Non -Discrimination clause and Pricing
Sheets to add product lines and to incorporate price adjustments.
H. The parties amended the Contract to replace the Pricing Sheets due to price adjustments.
I. The parties now desire to amend the Contract to make adjustments to pricing and to incorporate certain
other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
/:We117DoDouID/e@11
1. The terms of the Contract are restated by and incorporated into this Ninth Amendment by reference.
2. Defined terms used in this Ninth Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. The Pricing Sheets in Exhibit A of the Contract are hereby replaced in their entirety due to price
adjustments in the October 3, 2022 verifiable manufacturer's list price catalogs which are attached
hereto as Exhibit A.9.
KNOLL, INC.
AMENDMENT NINE
DocuSign Envelope ID: CA613FFB-CF2D-4A97-8300-975EBA806817
Contract#: 2020000608
Amendment#: 9
Vendor#:308719
4. Except to the extent specifically provided above, this amendment shall not be interpreted or construed
as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the
Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force and
effect.
[Signature Page Follows]
KNOLL, INC.
AMENDMENT NINE
DocuSign Envelope ID: CA613FFB-CF2D-4A97-8300-975EBA806817
Contract#: 2020000608
Amendment#: 9
Vendor#:308719
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Ninth Amendment to be executed as of the date first
written above.
KNOLL, INC.
DocuSigned by:
awd-tw plow,
BY; KEF16EM6504D4...
(signature)
PRINT NAME: Andrew Pierce
TITLE• Director, Contracting
DATE: 9/29/2022
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature)
PRINT NAME:
TITLE:
DATE:
KNOLL, INC.
AMENDMENT NINE
CITY OF
CHARLOTTE
Digital Contract Routing Form
Non -Encumbered
Date Submitted: November 07, 2022
Submitted by: Lenore Bishop Submitter email: lenore.bishop@charlottenc.gov
Contract #: 2020000608 Amendment #:9
Contract Name: Citywide Furniture
Vendor Legal Name: Knoll, Inc
Vendor #:308719
REQUIRED ATTACHMENT(S):
Use the Paperclip icon to attach a full Contract Document Routing Packet for review by the authorized
City individual with signature authority. The Routing Packet MUST include all required components per
the direction provided at:
The following signatures, once completed, shall be incorporated by reference into the contractual
document identified above.
City of Charlotte
L� aE
CONTRACT #: 2020000608
VENDOR #: 308719
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 Knoll, 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
CONTRACT #: 2020000608
VENDOR #: 308719
of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each
reference to Knoll, 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 cocgpkcharlottenc.. og_v.
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
CONTRACT #: 2020000608
VENDOR #: 308719
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 provide Products and
perform all Services and deliver all Deliverables within the time frames provided by this Contract and
Exhibit B, including all completion dates, response times and resolution times (the "Completion
Dates"). Except as specifically stated in this Contract, there shall be no extensions of the Completion
Dates. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather
than business days, unless this Contract provides otherwise for a specific situation.
6. NON -APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding
needed by the City to make payments under this Contract for any given fiscal year, the City will not be
obligated to pay amounts due 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 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.
CONTRACT #: 2020000608
VENDOR #: 308719
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 COM ANY 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 REM AL, REPLACEMENT, PROM ION, 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:
0 If the job duties require driving: A motor vehicle records check.
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VENDOR #: 308719
• 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;
15.1.3. All Products provided and Services performed by the Company and/or its
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VENDOR #: 308719
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
level of functionality that they possessed prior to the Company's action.
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VENDOR #: 308719
16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the
Company or any Company employees have negligently lost or negligently damaged, the
Company shall, at its own expense, promptly replace or regenerate such data from the City's
machine-readable supporting material, or obtain, at the Company's own expense, a new
machine-readable copy of lost or damaged data from the City's data sources.
16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requirements of Article
2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its
subcontractors to do so as well.
16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR
BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment
List or any other list of prohibited investments created by the NC State Treasurer pursuant to
N.C.G.S. 147-86.58 (collectively, the "Treasurer's IDA List"); (ii) it has not been designated
by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott
of Israel (such designation being referred to as the "Treasurer's IB List"); and (iii) it will not
take any action causing it to appear on the Treasurer's IDA List or the Treasurer's IB List
during the term of this Contract. In signing this Contract Company further agrees, as an
independent obligation, separate and apart from this Contract, to reimburse the City for any
and all damages, costs and attorneys' fees incurred by the City in connection with any claim
that this Contract or any part thereof is void due to Company appearing on the Treasurer's IDA
List or the Treasurer's IB List at any time before or during the term of this Contract.
17. REMEDIES.
17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set
forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the
following actions with or without terminating this Contract, and in addition to and without
limiting any other remedies it may have:
a. Employ such means as it may deem advisable and appropriate to perform itself or obtain
the Products/Services from a third party until the matter is resolved and the Company is
again able to resume performance under this Contract; and
b. 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 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
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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 party violates or fails to perform any covenant, provision, obligation, term or
condition contained in this Contract, provided that, unless otherwise stated in this Contract,
such failure or violation shall not be cause for termination if both of the following
conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other
party cures such default within thirty (30) days of receipt of written notice of default from
the non -defaulting party; or
b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms
hereof, or
c. The other party ceases to do business as a going concern, makes an assignment for the
benefit of creditors, admits in writing its inability to pay debts as they become due, files a
petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in
connection with a reorganization under which the business of such party is continued and
performance of all its obligations under the Contract shall continue), or if a receiver, trustee
or liquidator is appointed for it or any substantial part of other party's assets or properties.
Any notice of default shall identify this Section of this Contract and shall state the party'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):
a. Failure of the Company to complete a particular task by the completion date set forth in
this Contract;
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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 in process or performed under this Contract to the date of
termination.
18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this
Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any
designee of the City Manager; or (ii) the Department Director of the City Department
responsible for administering this Contract.
18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination
of this Contract, the Company shall promptly return to the City (i) all computer programs, files,
documentation, media, related material and any other material and equipment that are owned
by the City; (ii) all Deliverables that have been completed or that are in process as of the date
of termination; and (iii) a written statement describing in detail all work performed with respect
to Deliverables which are in process as of the date of termination. The expiration or termination
of this Contract shall not relieve either party of its obligations regarding "Confidential
Information," as defined in this Contract.
18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract
shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due
to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or
annual reports covering the period to termination nor relieve the Company from any claim for
damages previously accrued or then accruing against the Company.
18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed
cumulative and not exclusive, and may be exercised successively or concurrently, in addition
to any other remedies available under this Contract or at law or in equity.
19. TRANSITION PRODUCTS/SERVICES UPON TERMINATION. Upon termination or expiration
of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the
Products/Services provided by the Company to the City. Prior to termination or expiration of this
Contract, the City may require the Company to perform and, if so required, the Company shall perform
certain transition services necessary to shift the Products/Services of the Company to another provider
or to the City itself as described below (the "Transition Services"). Transition Services may include but
shall not be limited to the following:
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VENDOR #: 308719
• 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
that contemplated by the Contract.
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VENDOR #: 308719
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. Except to the extent any such liability is directly caused by the gross
negligence of the Indemnitees, 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
secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples
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VENDOR #: 308719
of trade secrets include information relating to proprietary software, new technology,
new products or services, flow charts or diagrams that show how things work, manuals
that tell how things work and business processes and procedures.
25.1.2. Information of the City or its suppliers, contractors or licensors marked
"Confidential" or "Proprietary. "
25.1.3. Information relating to criminal investigations conducted by the City, and records of
criminal intelligence information compiled by the City.
25.1.4. Information contained in the City's personnel files, as defined by N.C. Gen. Stat. 160A-
168. This consists of all information gathered and/or maintained by the City about
employees, except for that information which is a matter of public record under North
Carolina law.
25.1.5. Citizen or employee social security numbers collected by the City.
25.1.6. Computer security information of the City, including all security features of electronic
data processing, or information technology systems, telecommunications networks and
electronic security systems. This encompasses but is not limited to passwords and
security standards, procedures, processes, configurations, software and codes.
25.1.7. Local tax records of the City that contains information about a taxpayer's income or
receipts.
25.1.8. Any attorney / City privileged information disclosed by either party.
25.1.9. Any data collected from a person applying for financial or other types of assistance,
including but not limited to their income, bank accounts, savings accounts, etc.
25.1.10.The name or address of individual homeowners who, based on their income, have
received a rehabilitation grant to repair their home.
25.1.11.Building plans of city -owned buildings or structures, as well as any detailed security
plans.
25.1.12.Billing information of customers compiled and maintained in connection with the City
providing utility services.
25.1.13.Other information that is exempt from disclosure under the North Carolina public
records laws.
Categories stated in Sections 25.1.3 through 25.1.13 above constitute "Highly Restricted
Information," as well as Confidential Information. The Company acknowledges that certain
Highly Restricted Information is subject to legal restrictions beyond those imposed by this
Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential
Information shall apply to Highly Restricted Information; and (ii) the Company will also
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
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Confidential Information of the other to any third parry 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.
25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential
CONTRACT #: 2020000608
VENDOR #: 308719
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
Department of Insurance shall be furnished to the City.
CONTRACT #: 2020000608
VENDOR #: 308719
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:
CONTRACT #: 2020000608
VENDOR #: 308719
For the Company:
For the City:
Wayne McDorman
Kay Elmore
Knoll, Inc.
City of Charlotte
1050 K Street, NW
City Procurement
2" d Floor
600 East Fourth Street, 9th Floor
Washington, DC 20001
Charlotte, NC 28202
Phone: 703-501-4855
Phone: 704-336-2524
Fax: 202-973-0468
Fax: 704-632-8252
E-mail: wmcdorman knoll.com
E-mail: kelmore charlottenc. ov
With Copy To:
With Copy To:
Andrew Pierce
Adam Jones
Knoll, Inc.
City of Charlotte
Knoll Contracts
City Attorne 's Office
1235 Water Street
600 East Fourth Street, 15th Floor
East Greenville, PA 18041
Charlotte, NC 28202
Phone: 215-679-1830
Phone: 704-336-3012
E-mail: a ierce knoll.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 parry.
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.
CONTRACT #: 2020000608
VENDOR #: 308719
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"
Section 21 "City Ownership of Work Product"
Section 23 "Indemnification"
Section 25 "Confidential Information"
CONTRACT #: 2020000608
VENDOR #: 308719
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
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
CONTRACT #: 2020000608
VENDOR #: 308719
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]
CONTRACT #: 2020000608
VENDOR #: 308719
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.
KNOLL, INC. (^�
BY: /I't 04at�
(sign ature)
PRINT NAME: A r ,a r e w ?% e irce
TITLE: ]7 �,r e C f IE ['a-n-} rae,3V A n
DATE: I Z/ 0 at / 1 q �f
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature) cr
PRINT NAME:
TITLE:
DATE:E4
CONTRACT #: 2020000608
VENDOR #: 308719
EXHIBIT A - PRICING SHEET
KNOLL - CONTRACT 2020000608
EXHIBIT A - PRICING SHEET
1. FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE - FURNITURE CATEGORIES AND OTHER
RELATED PRODUCTS
CATEGORY
VERIFIABLE MANUFACTURER'S LIST PRICE CATALOG
AND DATE
DROP SHIP
INSIDE
DELIVERY
Systems Furniture
Antenna Workspaces, Date: March 2019
68.5%
65.5%
Systems Furniture
Autostrada, Date: March 2019
68.5%
65.5%
Systems Furniture
Currents, Date: March 2019
68.5%
65.5%
Systems Furniture
Dividends Horizon, Date: March 2019
68.5%
65.5%
Systems Furniture
ReffProfiles Vol I: 26_1/2" Planning, Date: March 2019
68.5%
65.5%
Systems Furniture
ReffProfiles Vol IL• 28_3/8" Planning, Date: March 2019
68.5%
65.5%
Systems Furniture
Series 2, Date: March 2019
68.5%
65.5%
Freestanding Furniture
DatesWeiser, Date: January 2018
41.0%
38.0%
Freestanding Furniture
k. bench, Date: March 2019
68.5%
65.5%
Freestanding Furniture
k. stand, Date: March 2019
68.5%
65.5%
Freestanding Furniture
KnollExtra, Date: March 2019
59.5%
56.5%
Freestanding Furniture
KnollStudio Volume I, Date: March 2019
52.5%
49.5%
Freestanding Furniture
KnollStudio Volume II, Date: March 2019
52.5%
49.5%
Freestanding Furniture
KnollStudio (Pixel), Date: March 2019
57.0%
54.0%
Freestanding Furniture
Muuto, Date: Q2 2019
23.0%
20.0%
Freestanding Furniture
Rockwell Unscripted, Date: March 2019
57.5%
54.5%
Freestanding Furniture
Tone, Date: March 2019
68.5%
65.5%
Freestanding Furniture
Upstart, Date: March 2019
68.5%
65.5%
Seating / Chairs
Office Seating (Chadwick Seating, k. task, Remix, Life, Generation,
Regeneration, Multigeneration), Date: March 2019
59.5%
56.5%
Seating / Chairs
Office Seating (Moment, 011o), Date: March 2019
52.0%
49.0%
Soft Seating
k. lounge, Date: March 2019
57.0%
54.0%
Filing Systems, Storage & Equipment
Anchor, Date: March 2019
68.5%
65.5%
Filing Systems, Storage & Equipment
Calibre, Date: March 2019
59.5%
56.5%
Filing Systems, Storage & Equipment
Template, Date: March 2019
68.5%
65.5%
OTHER RELATED PRODUCTS
VERIFIABLE MANUFACTURER'S LIST PRICE CATALOG
AND DATE
DROP SHIP
INSIDE
DELIVERY
Renewal / Replacement Parts
24 Response, Date May 2019
40.0%
n/a
3. FIXED MONTHLY RATE FOR STORAGE
$1.65/sq ft.
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1.5
CONTRACT #: 2020000608
VENDOR #: 308719
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 (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.
CONTRACT #: 2020000608
VENDOR #: 308719
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.
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
CONTRACT #: 2020000608
VENDOR #: 308719
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.
CONTRACT #: 2020000608
VENDOR #: 308719
EXHIBIT C - PROPOSAL RESPONSE 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.Q�ov/DoinpB usiness/Pages/ContractOpportunities.aspx.
ADDENDUM #: DATE ADDENDUM
DOWNLOADED FROM NC IPS:
Addendum #1 July 8, 2019
Addandum.#2 J uly_12-2019
July 18. 2019
I certify that this proposal complies with the Specifications and conditions issued by the City except as
clearly marked in the attached copy.
Wayne McDorman
(Plearr Llamel
Authorized Sign ure
_Direci-QLSz!2vernment_',iaIp..a—
Title
_Kn411 Inc.
Company Name
001 d l ZO1
Date
FURNITURE, INSTALLATION AND R F.LAT ED PRODUCTS AND SER f 7CES
RFPO 269.2019-105 TUNE 19. 2019
29
REQUIRED FORM 3 — PROPOSAL SUBMISSION FORM
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
This Proposal is submitted by:
Company Name: Knoll —Inc.
Representative (printed): Wayne McDorman
Address: 1050 K Street, NW
City/State/Zip: _Washington, DC 20001
Email address: wmcdorman anknoll.com
Telephone: 703-501-4855
(Area Code) Telephone Number
Facsimile: 02-973-0467
(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. PYSTALLATIONANDPELATEDPRODUMANDSERVICES
RFP920-2019-105 J1JNE 19.2019
"CH
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 (190) 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.
1, 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:
VINO portion of the Proposal is marked as Trade,_ ecw}_or P11.
Representative (signed):
FURNITURE, INS7ALLATION AND RELATED PRODUCTSAND SERVICES
RFP4 269-2019-105 JUNE 19. 2019
31
REQUIRED FORM 4 - DELIVERY AND
WARRANTY
.i. Payment Terms:
Net 30 Days
6. Delivery: Company must state the normal delivery time (in calendar days) and any options for
expediting delivery.
Knoll's product lead time is impacted by a number of influencers such as order volume, plant capacity and raw
material availability. As a result, product lead time will fluctuate throughout the life of the contract. Please note
incoming customer orders will be assigned the lead time in effect at the time of order placement. Knoll is guaranteeing
product will ship within 90 days after receipt of a clean order as part of the contract. Lead times are posted on the
Knoll website and readily available to Knoll Sales Associates and dealer sellers. Knoll Lead Time matrix is a
representative sample of the lead time format utilized by Knoll. Lead times are updated on a weekly basis.
Expedited Delivery
Knoll Essentials, conceived for Knoll Dealers and their clients, is a Knoll program focusing on easy -to -order, specially
selected. high performance products from the broad range of Knoll office furnishings.
The Knoll Essentials portfolio is comprised of Office Seating, Tables and Desks, KnollExtra Accessories, Files and
Storage, Open Plan Offices, Private Offices and Reception and Lounge. For complete details - Supplemental
Information Section 7, Form 4: Knoll Lead Times.
Additional information about Knoll Essentials is found in the Knoll Essentials catalogue and on Knoll.com.
7. Warranty.- Company must detail the following.•
a. Applicable warranty andiorguarantees of furniture and installations including any conditions and
response time for repair and/or replacement of any components during the warranty period.
Warranty orders are routed to a dedicated Service Order Team for review and order placement. Warranty orders for all
standard products are processed, produced and shipped within (10) business days.
See Knoll Warranty for complete details —Supplemental Information Section 7, Form 4: Knol I Warranty.
h. Warranty period start date. The City of Charlotte desires the 1arranty start at the time of
substantial completion.
Knoll's warranty starts on date of shipment. See Warranty for complete details - Supplemental Information Section 7.
Form 4: Knoll Warranty.
c. Availability of replacement parts.
With a valid contract, replacement parts can be purchased in any quantity. Replacement part lead times and
availability will vary depending on product line and specifications.
However, select parts and components are available in our hotline catalogue. Also known as 24/24 Response, hotline
offers the ability to order critical parts for shipment within 24 hours from the time the order is received. This program
includes commonly used brackets, connectors, hardware, and accessories and can support critical installations and
reconfiguration projects.
d. Life expectancy offurniture under normal use.
Knoll's policy for product continuum applies to replacement parts as well the I ife expectancy of our furniture. We
develop and enhance components that fully integrate and are compatible with current product lines. Knoll's plan is not
to obsolete product lines but to bridge the future needs of the technology into current product lines and add "universal"
product offerings. Should a product, fabric or finish be discontinued, a Knoll associate will assist with the selection of
a compatible product, fabric, or finish of equal or superior value and function.
e. Detailed information as to proposed return policy on all furniture.
Purchase orders may not be changed or cancelled, in whole or in part, without prior written consent of Knoll. Changes
may affect delivery dates. Expenses incurred because of changes shall be charged to the customer. In the event of
cancellations, the customer will be liable for reasonable cancellation charges established by Knoll. Orders for special
Product, orders including "COM" material and orders pursuant to expedited delivery programs, may not be canceled.
The return of Products without a written authorization by Seller shall not be accepted. To receive authorization for
Product return, please call Knoll Customer Service. All Products that are returned pursuant to a valid authorization
shall be subject to a twenty-five percent (25%) of list restocking charge. Products not currently offered for sale by
Seller (including COM) shall not be authorized for return. All returned Products must be unused, in original condition
and in the original Seller packing cartons_ No refund or credit shall be given for damaged Products.
Lead Time Guideline
Girders booked Friday 7126 through noon Thwrsda�r,8/9�
Product
Scheduled ship date
8130
Specials
Laminate and painted systems including Anchor, Antenna (except
9127
wood storage), Calibre, Currents, Dividends Horizon, Interpole,
(4 wks)
(8 wks)
Morrison, Telescope, Tem Iate,Tone, and Quoin
Toronto produced laminate & veneer systems, Reff Profiles,
9/13
10/11
AutoStrada, (V1, V2), along with Antenna and Interpole wood
(6 wks)
(10 wks)
storage & all chrome systems products including Antenna legs
Rockwell Unscripted (wall", seating, storage)
5-6 wks
9-10 wks
Tables (library, sawhorse, tall)
7 wks
11 wks
Tables (easy, desk, occasional)
5-6 wks
9-10 wks
Sawhorse Workbench
10-12 wks
14- 16 wks
Steps
4-6 wks
8- 10 wks
Crinion
1014 (9 wks)
11/1 (13 wks)
Seating (Toboggan- 5 wks)
8123 (3 wks)
9120 (7 wks)
k. stand, k.bench
8/30 (4 wks)
9/27 (8 wks.)
k. lounge:
Delite stock fabrics Turquoise, Cinder, Charcoal
8123 (3 wks.)
11122
Additionally, stools in Delite Red, Green, Gray
8/23 (3 wks)
(16 wks)
all other Delite colors & KnollTextiles
9/13 (6 wks)
COM
10/25 (12 wks)
KnollExtra (except Smokador)
8123 (3 wks)
9120 (7 wks)
Pixel, Propeller
9/6 (5 wks.)
1014 (9 wks.)
Essentials
8/ 23ship date (3 wks)
No specials
Essentials QuickShip
8/9
No specials
Muuto - Lead times from order submittal to delivery
US in -stock
2-3 wks
Denmark in -stock
7.9 wks
Made to order (M20)
9-15 wks
Extended lead times
Fiber Bar H75129.5" wood base :Oak, Black
10- 11 wks
Fiber Arm/Side wood leg: Blk
10- 11 wks
Fiber Arm/Side Swivel sl castors: Alu
10- 11 wks
All Fiber MTO from Mexico- +1 wk due to extdd border X time
Visu, Cover, & Loft (supplier vacation)
15- 17 wks
Sofas (Outline, Rest, Connect & Compose)
15- 17 wks
70170 Frame - Black
In stock Sept
Ambit 016, all colors
In stock Aug
No specials
Ambit Wall
In stock Sept
Leaf Table (all colors)
In stock Aug/Sept
Leaf Floor (all colors)
In stock Aug
Unfold Mustard, Dusty Red, Terracotta
In stock Aug
Tip — (all colors)
In stock Aug
Base Table High, blk 74.8xl9.7x H:37.4" and H:41.3"
In stock Sept/Oct
Nerd chair
In stock Sept
Five Pouf, Blue 773
In stock Aug
DatesWeiser
14 wks
Oil rubbed bronze, polyester finishes
16 wks
Spinneybeck leather edge
18wks
'Creative Wall laminate and porcelain fin finishes are 12 weeks.
" Due to reduced staff along the border, there are 5-day delays in customs handling. We are monitoring
situation and will inform when lead times can move back to standard. You will be notified if you order is
affected.
For orders greater than 25 stations, please submit an LTPR, for fabric reservation. Lead times for
additional KnollExtra, KnollStudio, and/or other items are published on Exchange. We attempt to
schedule orders with multiple product lead times to match the longest lead time item, excluding specials.
Universal Bases (predecessor to Tone Tables) are 9-10 weeks. All Reff Profile Drum Bases are 8 weeks.
Warranty
Seller warrants to the original Purchaser only that the Products Seller manufactures and sells to Purchaser
are free of defects in workmanship and materials, during the applicable warranty period set forth below.
Warranty period set forth below is for 24-hour, 7 days a week, multi shift use (includes parts and labor to
repair).
Should any failure to conform with this limited warranty appear to a Product listed below during the
applicable warranty period from the date of shipment, Seller shall, upon prompt written notice, repair or
replace, at its option and costs, the affected part or parts.
Product and Period of Warranty
Lifetime: Antenna Workspaces, AutoStrada, Calibre, Crinion Open Table, Currents, Dividends Horizon,
Morrison, ReffProfiles laminate, Rockwell Unscripted, Series 2 Storage, Template, Quoin and other non -
wood components (except cascade edge worksurfaces, operational parts, controls, electrical, Lighting,
Series 2 Veneer Front Storage, digital locks, upholstery, textiles and leathers, special or custom products,
see below)
12 Years: Chadhvick, Generation by Knoll, k. task, Life, Moment, MultiGeneration by Knoll, 011o,
ReGeneration by Knoll, Remix and Toboggan seating (except seating upholstery, textiles, leathers and
finishes, see below)
10 Years: Anchor Storage except digital locks, Antenna Workspaces, AutoStrada, Crinion Open Table,
Dividends Horizon, Dividends Horizon Satellite Surfaces, ReffProfles, Rockwell Unscripted, Quoin
wood components, Template wood components, Series 2 Veneer Front Storage, cascade edge
worksurfaces, Wood Casegoods (The Graham Collection) (except wood casegoods upholstered surfaces,
see below), Reuter overheads, Reuter vertical storage, KnollExtra Sapper Monitor Arm Collection,
Sapper XYZ Monitor Arm Series, Adjustable keyboard mechanisms and platforms, Communication
Boards (except fabric board textiles, cork and FilzFelt, see below), Smokador collection (except leathers,
see below), Orchestra Universal Systems Accessories, k. lounge structural components, KnollStudio
Pixel and Propeller, Tone bases.
5 Years: Operational parts, controls, electrical, Lighting (except light ballasts, bulbs and power supply,
see below), special or custom product, wood veneer products and plywood, Currents handcrank,
KnollStudio, Rockwell Unscripted wire bases, Spark Series seating structural elements, structural
elements of all KnollStudio outdoor products including all Richard Schultz designed products, KnollExtra
CPU holders and all universal storage drawers, and Power Collection, k. bench (except changes in finish,
see below) and k, stand bases (except changes in finish, see below) .
3 Years: Rockwell Unscripted upholstery (except textiles and leather), Office Seating upholstery, textiles,
leathers and finishes. Fabric boards textiles and Smokador Collection leathers, KnollExtra Pop Up
Screens.
2 Years: Anchor Storage digital locks, Quoin digital locks, all other KnollExtra product
June 15, 2019 "Oil
I Year: Light ballasts, bulbs and power supply, seating upholstered armpads and soft armpads, wood
casegoods upholstered surfaces, KnollStudio outdoor product finishes, k. lounge upholstery and k. lounge
fabric, Rockwell Unscripted fabric and accessories.
This warranty does not apply to:
• Damage caused by a carrier other than the Seller.
• Normal wear and tear or acts or omissions of parties other than Seller (including user
modification, improper use or installation of Products).
• COM or other third party materials applied to Products.
• Products not installed by or under the auspices of a Knoll Dealer.
• Dramatic temperature variations or exposure to unusual conditions.
Changes in surface finishes, including colorfastness due to aging or exposure to light.
Except as specifically noted above, textiles and upholstery supplied by Knoll Textiles and
Spinneybeck I FilzFelt (consult current price lists for applicable warranties).
Natural variations occurring in wood, marble, and leather shall not be considered defects, and the Seller
does not guarantee the colorfastness or matching of the colors, grains or textures, or surface hardness of
such materials. The Seller also does not guarantee the colorfastness of fiberglass panel surfaces.
THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL OTHER
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
The remedies provided above are the Purchaser's sole remedies for any failure of Seller to comply with its
obligations regarding the
workmanship of its Products. Correction of any nonconformity in the manner and for the period of time
provided shall constitute complete fulfillment of all liabilities of Seller, with respect to or arising out of
the Product furnished hereunder.
June 15, 2019 "o
8UU5 NE s®LUSION
REQUIRED FORM 5 — MIW/SSE 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 S500,000 annually.
A list of current registered and certified MWSBEs can be found at "-w.chaLlottebusnessinclusion.com.
Failure to submit this form shall deem a Proposal non -responsive.
[ Company Name: Knoll, 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 were emploved by the firm to maximize inclusion of MWSBEs to be
submitted with the firm's proposal (attach additional sheets if needed):
Knoll MWSBE outreach efforts are described in the following paragraphs. These efforts
were employed in prior years and will continue to be employed and updated in
subsequent years. In addition to purchasing directly from Knoll, Participating Agencies
have the option to purchase Knoll products on the Omnia Contract directly from our
dealer network of approximately 200 authorized Knoll dealers throughout the country.
Many of our authorized dealers are MWSBE companies in their respective States — See
Supplement Information: Section 7, Form 5: Dealer Lists. As small independent
businesses, Knoll dealer partners employ their own outreach efforts to subcontract with
MWSBE companies in their respective Cities, Counties and States.
It is Knoll policy to select and purchase from outside sources who offer the greatest total
value for the products and services purchased. Against the backdrop of this general
policy, Knoll also endeavors to identify, qualify and utilize Diversity suppliers to attempt
to increase their sales to Knoll.
Obiectives
The objectives of this program are:
+ To encourage and assist Diversity suppliers in their efforts to sell products and
services to Knoll.
+ To foster an increasing volume of Knoll purchases from Diversity suppliers.
FURNITURE. INSTALLATIONAND RELATED PRODUCTSAND SERI "ICES
RFP# 269-2019-105 JtJNE 19, 2019
46
+ To identify potential Diversity suppliers and develop satisfactory working relationships
with them.
+ To stimulate affirmative efforts by Knoll management such as sharing expertise and
resources where possible
Implementation
Declaration of this policy takes into full consideration that difficulties are likely to arise in
finding and qualifying potential Diversity suppliers. Nevertheless, it is the spirit of this
program that reasonable efforts be made to overcome such obstacles.
Responsibilities
Each Knoll business and subsidiary is responsible for implementing this program and its
stated objectives.
Corporate sourcing will assist Knoll's businesses and subsidiaries in identifying potential
Diversity suppliers and in providing other information and guidance to help in the
development and implementation of such sourcing programs. Corporate sourcing is
responsible for communicating information concerning legislation and government
regulations that apply to corporate relationships with Diversity suppliers.
Outreach Efforts employed by Knoll, Inc.
Knoll uses third party agencies and local purchasing councils to search for and certify
any MWSBE Knoll utilizes in support of our client contracts. Agencies include but are
not limited to the following list.
• Women's Business Enterprise National Council
• Association for Service Disabled Veterans
• Women Owned Small Businesses, www.womenbiz.gov
• The Department of Veteran Affairs Office of Small & Disadvantaged Business
Utilization,.hftp://www.va.gov/osdbu
• The SBA's SUB -Net site: http://web.sba.gov/subnet
• Small Business Administration's Dynamic Small Business Search
ttP:I/dsbs.sba.c�ov/dsbs/search/dsp dsbs.cfm
• National Minority Supplier Development Council.htto://www.nmsdc.org
• Minority Business Development Agency in the Department of Commerce
http://www.mbda.govl
• Participation in trade fairs and industry meetings
Identify outreach efforts that brill 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. INST.4 LL4 T(ON AND RELATED PRODUCTS A%D SER 17CES
RFP4 269-2019-105 DUNE 19, 2019
47
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 #
Connect Systems Inc.
Furniture Installer
M
300327
Representa�-J'Ovoj
We (signed):
o101
Date
Total MBE Utilization
6%
Total WBE Utilization
%
Total SBE Utilization
%
Total MWSBE Utilization
6%
Representati aNa
me
FURNITURE, INSTALLATJON AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105
JUNE R 2019
48
`u�maQn'akLm
CBi FORM 4: letter of Intent
Per Part B, Section 3.4 of the CBI Policy, within three (3) Business Days after receiving a request from the Oty (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 I
Project Number: 269 2019-105
To be completed by the Bidder
Name of Bidder: Knoll/One CBI LLC vendor #: 305526
Address: 4020 Yancey Road, Charlotte, NC 28217
Contact Person:
Mary Pelfrey
704-564-0320
Email: mary.pelfrey@cbi-nc.com
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 services
The prime contractor shall pay the subcontractor the committed goal of ' % of the monthly amount paid by the city.
•An estimate of 9% of the 10% committed goal Is ailoted to this MBE and Is based on current committed certified M WSBE businesses. The
percentage mix may change as aoaitEonai suppuers are certirlea.
To he completed by SBE and/or MBE
Name of SBE and/or MBE: Connect Systems Inc. Vendor#: 300327
Address: 2855 Lindbergh Str, Ste 200, Charlotte, NC 28208
Contact Person: Kevin Delafose Email: kdelafose@connectsystemsinc.com
Telephone: 704-399-8900 Fax:
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/suppiles for the amount stated above.
Bidder: / Date' -
-Signature and Title
SBE/MBE Firm: �" �--'` W v lam, Date: 12 5 G
{Circle one or both)_SI natureand Title
Version 11-2016
pwunrn
ti1S1NESS
CBI FORM 4: Letter of Intent
Per Part B, Section 3.4 of the CBI Policy, within three (3) Business Days after receiving a request from the City (or within such longer time as may be
communicated by the City in writing), a Bidder must submit a separate Letter of Intent for each SBE and/or MBE listed on CBI Form 3 and CBI Form
3A (if applicable).
Project Name: Fumiture, Installation and Related Products and Services
Project Number: 269-2019-105
To be completed by the Bidder
Name of Bidder: Knoll/One CBI LLC Vendor#: 305526
Address: 4020 Yancey Road, Charlotte, NC 28217
Contact Person: Mary Peifrey Email mary.pelfrey@cbi-nc.cam
Telephone: 704-564-0320 Fax:
If the Bidder has entered Into a Quids 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 SSE 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
Marketing
The prime contractor shall pay the subcontractor the committed goal of *% of the monthly amount paid by the city.
'An estimate of 1% of the 1D% committed goal Is alloted to this SBE and is based on current committed certified MWSBE businesses. The
percentage mix may cnan a as aaaloonal suppliers are cernnea.
To be completed by SBE and/" MSE
Name of SBE and/or MBE: SYNQ Marketing Group LLC Vendor#: 126503
Address: 338 S Sharon Amity Road, Suite 374, Charlotte, NC 28211
Contact Person: —OmAf Me/TN Email: WA. Am# Q m4pelyQ. epm
Telephone: 7O y— g'vi " 4?3 17 Fax: Y I
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.
!&MBE Firm: 1 ` _ Date
i ICirde one or both) Siena re and Title
Version 11-2016
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REQUIRED FORM 10 — ENVIRONMENTAL PURCHASING RESPONSES
RFP # 269-2019-105
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
Companies shall complete and submit the fonn below regarding the products or supplies required to
perform the Services.
Recycled Content.
lKnoll offers full and complete documentation for approximately
Products must contain a certain percentage of
120+ of our product lines. In an effort to offer a complete but
recycled content. Please include the amount of
abbreviated response, we have provided, as an example,
recycled content, both pre- and post -consumer.
percentages of recycled and recyclable content of products
included in your product.
pecified in our Sample Project Pricing in the following table —
lSupplemental Information Section 7, Form 10: Sustainability.
Recyclability.
Please include the types of materials included
in your product, and if they are considered
recyclable in typical municipal
recycling streams.
IIn addition, available documentation on the recycled and
(recyclable materials in each of the following proposed products is
(provided in Supplemental Information Section 7, Form 10:
(Sustainability. This is a reflection of the products proposed in our
(Sample Project Pricing. Product documentation is available for
ur full contract offering upon request.
- Dividends Horizon
- Reff Profiles
- Antenna Workspaces
- k. stand
- KnollExtra
- Chadwick Seating
- MultiGeneration
- k. task
- KnollStudio Pilot
Knoll offers full and complete documentation for approximately
20+ of our product lines. In an effort to offer a complete but
abbreviated response, we have provided, as an example,
percentages of recycled and recyclable content of products
specified in our Sample Project Pricing in the following table — See
Supplemental Information Section 7, Form 10: Sustainability.
In addition, available documentation on the recycled and
recyclable materials in each of the following proposed products is
provided in Supplemental Information Section 7, Form 10:
Sustainability. This is a reflection of the products proposed in our
Sample Project Pricing. Product documentation is available for
our full contract offering upon request.
- Dividends Horizon
- Reff Profiles
- Antenna Workspaces
- k. stand
- KnollExtra
- Chadwick Seating
- MultiGeneration
- k. task
FURNITURE. IVSTALLQTIONAND RELATED PRODUCTS AND SERVICES
RFP4 269-2019-105 JUNE 19. 2019
53
KnollStudio Pilot
_Biodegradability. Not Applicable
Products must be capable of decomposing
under natural conditions. Please state
whether each Product offered in your
oroDosal is biodeeradable.
Compostability. Not Applicable
Products must be capable of composting at a
commercial composting facility. Please state
whether each product offered in your proposal
is comoostable.
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
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.
noll offers full and complete documentation for approximately
D+ of our product lines. In an effort to offer a complete but
bbreviated response, we have provided, as an example, energy
)nsumption of products specified in our Sample Project Pricing.
efer to Environmental Product Declarations (EPDs) in
upplemental Information Section 7, Form 10: Sustainability.
of Applicable
Water Efficiency. lKnoll offers full and complete documentation for approximately
Eligible products must meet or exceed the 20+ of our product lines. In an effort to offer a complete but
Environmental Protection Agency's abbreviated response, we have provided, as an example, water
WaterSense program or be water -efficient or efficiency of products specified in our Sample Project Pricing.
low -flow fixtures. Refer to Environmental Product Declarations (EPDs) in
Supplemental Information Section 7, Form 10: Sustainability.
LOW VCX'S.
Products should contain low or no volatile
organic compounds (VOCs). Please indicate any
VOC content in each applicable product offered
in your proposal.
Cnoll conducts Indoor Air Quality (IAQ) testing to measure and
:onfirm off -gassing limits to BIFMA compliance levels. All Knoll
forth American systems are tested by Intertek's Clean Air
)rogram for all Systems, Tables, & Casegoods and UL
nvironmental meets the required levels to pass UL Greenguard
Sold certification for all of Knoll Office This eliminates the need to
;tore product to off -gas, as the testing confirms that non -low
;mitting materials conform to the standards. See product
ntertek's Clean Air Program Certificates in Supplemental
nformation Section 7, Form 10: Sustainability. (See attached IAQ
:ertificates)
FURNITURE. INSTALLATION AND RELATED PRODUCTS AND SERI7CES
RFP4269-2019-105 JUNE 19. 2019
54
Reduced Packaging. In order to meet our goals for sustainability, we make every effort
Please include any efforts made to reduce the to use recyclable and reusable materials, to ensure safe delivery
packaging of the products included in of your product without producing excessive waste.
this proposal.
Pollution Preventi
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.
)ur packaging is dependent on the size of the order and type of
►roduct being shipped. We are able to offer both "single" and
bulk" packs, for example. In terms of packing materials, Knoll
ypically uses corrugated cartons, plastic wrap, chair bags, foam
:overs (for feet), and blanket wrapping. Knoll, in an ongoing
:ommitment to lower its impact on the environment, has and will
;ontinue to look for more ways, in the future, to utilize greener
►acking methods.
.noll packaging is generally corrugated cardboard. Dealers can
rrange for local recycling companies to recycle the cardboard.
ny pallets and containers used can be returned and are 100%
le.
he North American operations of Knoll, Inc. located in East
ireenville, PA, Muskegon MI, Grand Rapids MI and Toronto ON
:anada ("Knoll") pioneer products that inspire, evolve and endure.
►ur environmental and sustainability standards inform our product
evelopment activities and shape the processes at all Knoll
lcilities listed above. We are committed to empowering
ssociates in leading UCLC policies and practices designed to
rotect the biosphere, conserve natural resources and reduce
,aste. To that end, it is our policy to manufacture well -designed
irniture, textiles and office accessories in the most
nvironmentally responsible way. The success of our policy is
ased on a holistic understanding of how people live, work
nd interact with the environment.
By design, we evaluate the environmental impact of all of our
projects and take a proactive approach to environmental issues at
our facilities and in our communities.
Knoll Environmental Policy Goals:
(Sustainable Use of Natural Resources
1+ Protect and enhance the environment through
Ahe prevention of pollution and the preservation of
Inatural resources
aste Reduction and Protection of the Biosphere
Eliminate or minimize a negative impact resulting from waste,
nissions to air, land or water
Risk Reduction
+ Manage all of our activities in a manner that meets or exceeds
all applicable federal, state, provincial and local environmental
regulations and requirements, sustainability practices and other
requirements to which Knoll subscribes
FURNITURE, ANSTALL4TIONAND RELATED PRODUCTS AND SERVICES
RFP4 269-2019-105 DUNE 19, 2019
55
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).
easurable Continuous Improvement
Establish and maintain leading environmental metrics,
jectives and targets
ssociate Engagement and Informing the Public
Actively engage all Associates, other relevant stakeholders and
irtners to drive Knoll's environmental values
� Raise awareness, encourage participation and train Associates
n environmental matters and develop the skills and abilities
iecessary to perform all tasks that support this policy
Knoll's Environmental Policy Statement is communicated to all
loll Associates, other relevant parties and is available to the
iblic via the Knoll website
t least once per year, Knoll will review all aspects of our
operations, policy and progress towards objectives and targets,
hich are set for continuous improvement in our Environmental
Management System.
It is Knoll's expectation that all Knoll Associates, contractors,
subcontractors and their workers meet or exceed the
Jenvironmental requirements of this policy.
.Knoll subscribes to the DfE principles. We use powerful software -
based tools to evaluate the entire life cycle of a product, from raw
materials extraction to what happens at the end of the product's
useful life. This holistic vision of environmental impact means that
e can adjust designs, materials or production processes to
maximize sustainability. Knoll structures its LCA process in three
phases, collecting three large sets of data:
1 Cradle to Gate: includes supply chain inputs, from raw materials
xtraction to transportation and secondary manufacture of parts
purchased by Knoll.
2 Gate to Gate: measures the processes that turn materials and
parts into finished products.
3 Gate to Grave/Cradle: looks at what happens to a product at the
end of its useful life.
Our LCA process also produces transparency: we pass on the
findings of our analysis to our customers in the form of an
Environmental Product Declaration (EPD), a standardized tool for
communicating the environmental performance of a product. The
EPD uses a consistent set of indicators to relay information about
raw material acquisition, energy use, emissions, and waste
(generation. EPDs are third -party certified, and they help our
customers earn points under the LEED v4 standard.
ull Circle is the first program in the contract furniture industry to
rovide comprehensive, integrated services for surplus furniture,
Ktures and equipment (FF&E). Full Circle includes the traditional
uy-back and re -selling of FFE assets as a first alternative, but
Iso includes repurposing, recycling, and avoiding landfill through
FURNITURE, INST.ALLATIONAND RELATED PRODUCTSAND SERl7CES
RFP# 269-2019-105 J UNE 19, 2019
56
from -Waste conversion options for those assets that may
fe any re -sale value.
eveloped the Full Circle program in partnership with
, a non-profit organization dedicated to extending the life
f retired FIFE assets. ANEW delivers Full Circle through
is alliances with the Knoll Dealer Network. ANEW has
to a diverse range of field service companies, but first
s with Knoll and dealer representatives to ensure your
nce for surplus labor removal resources.
cle is a total solution that addresses Knoll and other brand;
Lure as well as fixtures and equipment: everything from
lne and HVAC systems to carpeting and elevators.
g in collaboration with Knoll, ANEW can develop a Full
)ecommissioning Strategy for equipment surplus based on
actives most important to your organization and use of the
1g services:
:SELL REPURPOSE RECYCLE RECOVER
Conn Fnw9f-*a W.W
me fmanciai Maximize corporate Material resource
ACA)" social responsibility recovery Landfill divorsion
:ale: Sell usable FF&E to capture financial value, either as
�ofit or to help offset the costs of FF&E removal, recycling,
I/or transportation to an Energy -from -Waste Facility
3urpose: Donate usable FF&E to local non -profits for
ial equity in the community and the tax benefits of donating
501(c)(3) organization (ANEW).
;ycle: Recycle FF&E that has no resale or repurpose
ie.
;over Energy: Convert waste to clean energy diverting
n landfill anything that cannot be recycled.
)ort: ANEW can provide report, including documentation
use toward LEED Certification. (Various aspects of the Full
;le program, including donation and recycling, can earn the
-D material Resources, Construction Waste Management
fits.)
FURNITURE. INSTALLATION AND RELATED PRODUCTSAND SER17CES
RFP14 269-2019-103 JUNE 19, 2019
57
CONTRACT #: 2020000608
VENDOR #: 308719
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 Knoll, 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.
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.
CONTRACT #: 2020000608
VENDOR #: 308719
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.
CONTRACT #: 2020000608
VENDOR #: 308719
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."
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.
CSC I hereby certify as stated above:
Wayne McDorman
(Print Name)
Director Government Sales
Title
/J, h,- - - - -
Signature
On it)[ DI°�
Date
❑ I am unable to certify to one or more the above statements. Attached is my, explanation. (Check
box if applicable]
(Print Name) Signature
Title Date
FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES
RFP# 269-2019-105 RJNE 19, 2019
51
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.
Knoll, 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 3801, et seq., apply to this certification and disclosure, if any.
Knoll, Inc.
Company Name
1050 K Street. NW
Address
Washington. DC 20001
City/State/Zip
FURNITURE, INSTALLATIONAND RELATED PRODUCTSAND SERVICES
RFP# 269-2019-105 RUNE 19, 2019
52
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
GL Seaman & Company
2
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
4J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
F1 Yes F1 No
11 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
6
ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
] Digitally signed by Sara Desjardins
Sara Desjardins cn=Sara Desjardins, mSeaman, ou,
em
email=sdesjardins@glsc.com, c=US
Date: 2023.02.22 11:38:28-06'00'
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021