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HomeMy WebLinkAboutContract 62326CSC No. 62326 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Wilson Bauhaus Interiors, LLC ("Vendor"), an authorized reseller for Allsteel, Inc. through OMNIA Partners Contract #R191802, and the City of Fort Worth ("City"), a Texas home -rule municipality, individually referred to as "party" and collectively as the "parties". 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 — Discount Matrix; 3. Exhibit B — Cooperative Agency Contract OMNIA Partners #R191802; 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. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control. City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed Two Million Ninety Thousand Eight Hundred and Fifty -Seven Dollars with Zero Cents ($ 2,090,857.00) for the initial term. The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. 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 ('Effective Date") and expiring on April 30, 2025, with no renewal options. 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. OFFICIAL RECORD COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel CITY SECRETARY Page 1 of 491 FT. WORTH, TX 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at the same address To VENDOR: WILSON BAUHAUS INTERIORS, LLC Attn: Felicia Davila 1341 W. Mockingbird Lane, Suite I IOOW Dallas, Texas 75247 Email: fdavila(a)wilsonbauhaus.com City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 2 of 491 If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 3 of 491 The undersigned represents and warran hat he or she has the power and authority to execute this Agreement and bind the respective party. CITY OF FORT W TH: By: William Johnson (N v 18, 202412:52 CST) Name: William Johnson Title: Assistant City Manager Date: Nov 18, 2024 APPROVAL RECOMMENDED: By: RobertAlldrege (Nov 18,202408:37 CST) •l Name: Robert A. Alldredge Jr. Title: Executive Assistant Chief pp4voupb A Cues Cboo fORbo t Odd v °' �?►dd By. A_a o Cam° o Name: Jannette Goodall dd o Title: City Secretary o da44 000 4B4aa WILSON BAUHAUS INTERIORS, LLC Name: Felicia Davila Title: Principal / Owner Date: Nov 15, 2024 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. Y Name: Kathryn Agee -Dow Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: By: Name: Andrea Phillips Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0932 Date Approved: 10/29/2024 1295 Form: 2024-1217837 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 4 of 491 City of Fort Worth, Texas Mayor and Council Communication DATE: 10/29/24 M&C FILE NUMBER: M&C 24-0932 LOG NAME: 13PCOOP WILSON BAUHAUS INTERIORS MC CITYWIDE SUBJECT (ALL) Authorize Agreements with Wilson Bahaus Interiors, LLC Using Various Cooperative Agreements as an Authorized Dealer for Various Manufacturers for the Purchase, Design, and Installation of Furniture for All City Departments for a Collective Amount Up to $2,090,857.00 for the Initial Term and Authorize Four Consecutive One -Year Renewal Options for Up to $821,675.00 for Year 1, $944,926.00 for Year 2, $1,086,655.00 for Year 3, and $1,249,665.00 for Year 4 RECOMMENDATION: It is recommended that the City Council authorize agreements with Wilson Bahaus Interiors, LLC, using various cooperative agreements as an authorized dealer for various manufacturers for the purchase, design, and installation of furniture for all City Departments for a collective amount up to $2,090,857.00 for the initial term and authorize four consecutive one-year renewal options for up to $821,675.00 for year 1, $944,926.00 for year 2, $1,086,655.00 for year 3, and $1,249,665.00 for year 4. DISCUSSION: The Purchasing Division was approached by the following departments to procure agreements for furniture and installation and design services: Communications & Public Engagement, Development Services, Economic Development, Property Management, Police, Fire, Municipal Courts, Aviation and the Library. Staff recommends contracting with Wilson Bahaus Interiors, LLC as an authorized dealer of various manufacturers for the purchase of furniture and installation and design services using the following cooperative contracts: Manufacturer Allsteel, Inc. Allsteel, Inc. Egan Visual Corporation ENWORK - ASSA GROUP DBA Enwork 11 Magnuson Group IINational Office Furniture (Kimball International) (National Office Furniture (Kimball International) Special T The HON Company LLC. F_ The HON Company LLC. Via Inc. Cooperative Cooperative Final Cooperative Name Cooperative Reference Current Expiration Date Expiration Date OMNIA Partners R191802 4/30/2025 4/30/2025 OMNIA Partners 07-76 9/30/2025 9/30/2030 OMNIA Partners 07-86 9/30/2025 9/30/2030 OMNIA Partners R191819 4/30/2025 4/30/2025 OMNIA Partners 07-104 9/30/2025 9/30/2030 OMNIA Partners R191811 4/30/2025 4/30/2025 OMNIA Partners 2019.001896 5/30/2027 4/30/2029 OMNIA Partners 07-122 9/30/2025 9/30/2030 BuyBoard 667-22 3/31/2025 3/31/2025 OMNIA Partners R191804 4/30/2025 4/30/2025 OMNIA Partners 07-128 9/30/2025 9/30/2030 During the initial term, the Police Department (PD) will utilize $1,376,357.23 to furnish multiple new construction and planned renovations funded through Crime Control Prevention District Capital Projects, 2018 Bond Program, Tax Notes Series 2020, 2022 Bond Program and Tax Notes Series 2024, for its different facilities as shown on the table below: (Project IDIProject Name (Amount 101661 (South Police Station 1 $35,000.00 105488 (Fiscal Year (FY) 24 PD Fiscal Storage Room I $35,000.00 101919 PD Northwest Patrol Division $900,000.00 II 105455 IPD Bob Bolen Training Shell $400,000.00 105489 IFY24 PD Reg Office Reconfiguration $2,582.98 105317 IPD Weapon Lobby Renovation $3,774.25 Total $1,376,357.23 1 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 5 of 491 Other participating departments' annual allocation for the agreements are as follows i Department Amount (Development Services $ 26,500.00 lCommunication & Public Engagement $ 5,000.00 JEconomic Development $ 3,000.00 (Property Management $ 10,000.00 IlFire $ 100,000.00 'IMunicipal Courts $ 20,000.00 JAviation $ 50,000.00 lLibrary $ 100,000.00 RENEWAL OPTIONS: The agreements may be renewed up to four (4) consecutive one-year renewal options for up to $821,675.00 for year 1, $944,926.00 for year 2, $1,086,655.00 for year 3, and $1,249,665.00 for year 4. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. CURRENT AGREEMENTS: On December 4, 2023, the City entered into an agreement with Wilson Bahaus Interiors, LLC as an authorized dealer of manufacturer Special T, LLC under OMNIA Contract 07-122 for an amount up to $1,200.00 (City Secretary No. 60553) (CSC) and executed an amendment on December 14, 2023 increasing the annual amount up to $100,000.00. On December 13, 2023, the City entered into an agreement with Wilson Bahaus Interiors, LLC as an authorized dealer of manufacturer Via, Inc under OMNIA Contract 07-128 for an amount up to $100,000.00 (CSC No. 60601) and executed an amendment on February 2, 2024 authorized by Mayor & Council Communication (M&C) 24- 0013 increasing the annual amount up to $200,000.00. On July 2, 2024, the City entered into an agreement with Wilson Bahaus Interiors, LLC as an authorized dealer of manufacturer The HON Company LLC under OMNIA Contract R191804 for an amount up to $100,000.00 (CSC No. 61627). For administrative ease and tracking, this M&C supersedes all prior M&Cs with Wilson Bahaus Interiors, LLC and is intended to control authorized spending authority moving forward. SUCCESSOR CONTRACTS: The City will initially use the listed BuyBoard and OMNIA Partners contracts to make purchases authorized by this M&C. In the event a BuyBoard or OMNIA Partners cooperative contract is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. In the event a BuyBoard or OMNIA Partners cooperative agreement is not extended, but BuyBoard or OMNIA Partners executes new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the furniture and services under the new BuyBoard or OMNIA Partners contract(s). If this occurs, in no event will the City continue to purchase goods and services under the new agreement(s) for more than four (4) years without seeking Council approval. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of items. BuyBoard and OMNIA contracts are competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. Information of publication of all cooperative purchasing agreements have been provided per the table below. lCooperative Name Solicitation Number Cooperative Reference Dates of Public Notices 1I113id Opened II BuyBoard RFP 667-22 667-22 7/21/2021, 7/22/2021, 7/28/2021, 7/29/2021 110/28/2021 7/15/2019, 7/17/2019, 7/19/2019, 7/21/2019, OMNIA Partners RFP 001218 2019.001896 7/22/2019, 7/23/2019, 7/24/2019, 7/25/2019, 8/21/2019 8/6/2019 OMNIA Partners RFP 19-18 R191802 11/7/2019, 11/8/2019, 11/14/2019, 11/20/2019 12/11/2019 OMNIA Partners RFP 19-18 R191804 11/7/2019, 11/8/2019, 11/14/2019, 11/20/2019112/11/2019 II OMNIA Partners RFP 19-18 R191811 11/7/2019, 11/8/2019, 11/14/2019, 11/20/2019112/11/2019 OMNIA Partners RFP 19-18 R191819 11/7/2019, 11/8/2019, 11/14/2019, 11/20/2019112/11/2019 II OMNIA Partners RFP 24-22 07-76 6/14/2022, 6/21/2022 7/21/2022 OMNIA Partners RFP 24-22 07-86 6/14/2022, 6/21/2022 7/21/2022 OMNIA Partners RFP 24-22 07-104 6/14/2022, 6/21/2022 7/21/2022 OMNIA Partners RFP 24-22 I 07-122 I6/14/2022, 6/21/2022 17/21/2022 OMNIA Partners RFP 24-22 I 07-128 I6/14/2022, 6/21/2022 17/21/2022 BUSINESS EQUITY: A business equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budgets, as previously appropriated, in the participating departments' OPOMP*%fidd lof the contract. Prior to an f aM6 MOM being incurred, the participating departments have the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office by Oriainatina Business Unit Head Additional Information Contact: Reginald Zeno 8517 William Johnson 5806 Reginald Zeno 8517 Neil Noakes 4212 Jo Ann Gunn 8525 Maria Canoura 2526 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 7 of 491 CERTIFICATE OF INTERESTED PARTIES FORM 1295 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Wilson Bauhaus Interiors Dallas, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort. Worth 1of1 iu- OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2024-1217837 Date Filed: 09/23/2024 Date Acknowledged: g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. R191802 Allsteel Omnia Partners, Office furniture Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling ' Intermediary 5 . Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is V11111rNland my date of birth is t U ! 0 ! 75 2— My address is Vb w , ' ° 1,LxW� VYY lll� a c ` +< -7 5a Ll7 LtO k (street)']} [ Q� (city) (state] (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. p Executed in ' [,� G-<-, County, State of5 , on the day of 20. (month) (year) 0, Signature of authorized agent of contracting business entity (Declarant) Forms �a FT c oFf r� i� Interiors, LL �r�TIVI ITS 29AIISteel VF age of44 14.48da51f7 01/08/24_approval document EXHIBIT A OMNIA Partners Reaion 4 Education Service Center Discount Matrix Allsteel Inc. Contract #R191802-Furniture, Installation and Related Services Allsteel Price List: March 1, 2023 *Effective 2/1/2024 pricing based on February 1, 2024 price lists. Gunlocke Price List: March 1, 2023 *Effective 2/1/2024 pricing based on February 1, 2024 price lists. HBF Price List: January 29, 2023 *Effective 2/1/2024 pricing based on February 1, 2024 price lists. r ljyl vavi 1, ou iuc vwnu iy, ou we oci n.i ui iy, rvuwtaw, vvul i Iuaua, Worksurfaces, Electrical & Accessories, Altitude Tables, Gallery Panels, $100,001 - $400,000 Metal & Acrylic Table Screens, Universal Panel Stacker, Universal Screens, $400,001 & Above Fit Panels, Mural Desking, Daybook 71.0% Negotiable $1 - $100,000 67.0% Further Adaptive Supports $100,001 - $400,000 68.5% $400,001 & Above Negotiable Lateral Files, Vertical Files, Storage (Towers, Bookcases, & Cabinets), Align $1 - $10Q000 64.0% Laterals, Align Storage, Align Credenzas, Stride Storage, Involve Storage, $100,001 - $400,000 65.0% Radii Storage $400,001 & Above Negotiable $1 - $100,000 64.0% Trooper, Tolleson, and Nimble Seating $100,001 - $400,000 64.0% $400,001 & Above Negotiable $1 - $100,000 61.0% Relate, Scout, Seek, Inspire, and Access Seating $100,001 - $400,000 61.0% $400,001 & Above Negotiable $1 - $100,000 58.0% Acuity, Mimeo, Lyric, Quip, Evo, Svelte, 06, and Pli Seating $100,001 - $400,000 58.0% $400,001 & Above Negotiable $1 - $100,000 64.0% Admix, Aware, and Structure Tables $100,001 - $400,000 64.0% $400,001 & Above Negotiable $1 - $100000 60.0% Wood Casegoods (Align Wood), Stride Painted Wood Casegoods Veneer $100,001 - $400,000 60.0% $400,001 & Above Negotiable Social Collaborative Seating/Tables/Conferencing, Clarity, CoHo, Parallel, $1 - $100,000 51.0% Park, Recharge, Retreat, Townhall Collection (Rock, Wedge, Peak, Summit, $100,001 - $400,000 54.0% Picnic, Cloud), Two -Thirds, and New Product Offering $400,001 & Above Negotiable Accessories & Link Lights, Ergonomic tools), Hands Pulls, Hand $1 - $100,000 55.0% (Wand -Free Sanitizer Solutions, Acrylic Freestanding Screens $100,001 - $400,000 57.0% $400,001 & Above Negotiable $1 - $250,000 55.6% Gunlocke (All Product) $250,001 &Above Negotiable $1 - $100,000 49.0% HBF (All Product) $100,001 - $400,000 52.0% $400,001 & Above Negotiable $1 - $250,000 62.3% Aspect Architectural Products" $250,001 &Above Negotiable $1 - $200,000 58.8% Beyond Architectural Products` $200,001 &Above Negotiable *Authorized Walls dealers only. Please contact beyondservices@allsteeloffice.com for additional information. See below for approved Walls Services COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Pag%Rd9 W/s/2024 Approved Furniture Services: Service Type Quote Type Rate Dock Delivery NA No charge Minimum of $175. Hourly rates range from Inside Delivery Hourly $75 - $90 with a NTE of $90 per hour. Minimum of $175. Hourly rates range from Install/Assembly Hourly $90 - $125 with a NTE of $125 per hour. Minimum of $125 per hour with a NTE maximum charge Reconfiguration Hourly of $150 per hour. Minimum of $75 per hour with a NTE maximum charge Design Hourly of $90 per hour. Minimum of $75 per hour with a NTE maximum charge Project Management Hourly of $90 per hour. Prices range from $2.50 per sq. ft. per month to $5.00 Storage per sq. ft. per month, NTE $5.00 per sq. ft. per month. Modular Walls Prices range from $110 per lineal foot to $130 per lineal foot, not to exceed $130 per lineal foot. Applied Ergonomic Support Prices range from $200 per hour to $500 per hour, not to exceed $500 per hour. Approved Walls Services: Service Type Quote Type Rate Install Negotiated NTE $130/lineal foot Design Negotiated NTE $90/hr Project Management Negotiated NTE $90/hr Reconfiguration Negotiated NTE $150/hr Due to the extremely custom nature of demountable walls, list prices are part of the CET Designer software. Installation/Assembly costs noted are for normal work hours, non -union wages. Union, prevailing wage, overtime, weekend work, and metropolitan area labor will be negotiated on a case -by -case basis. Prices for Allsteel Architectural Walls Product do not include applicable sales taxes or freight. These charges will be listed as separate line items on the quote, purchase order, and invoice, unless otherwise agreed to in writing, and each charge is contingent upon final destination of product. All applicable taxes and freight charges will be added to Allsteel's invoice, and customer agrees to pay the same. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page ARteAJ8/202a 01/08/24_approval document OMNIA Partners Reaion 4 Education Service Center Discount Matrix Allsteel Inc. Contract #R191802-Furniture, Installation and Related Services Allsteel Price List: March 1, 2023 *Effective 2/1/2024 pricing based on February 1, 2024 price lists. Gunlocke Price List: March 1, 2023 *Effective 2/1/2024 pricing based on February 1, 2024 price lists. HBF Price List: January 29, 2023 *Effective 2/1/2024 pricing based on February 1, 2024 price lists. r ljyl vavi 1, ou iuc vwnu iy, ou we oci n.i ui iy, rvuwtaw, vvul i Iuaua, Worksurfaces, Electrical & Accessories, Altitude Tables, Gallery Panels, $100,001 - $400,000 Metal & Acrylic Table Screens, Universal Panel Stacker, Universal Screens, $400,001 & Above Fit Panels, Mural Desking, Daybook Further Adaptive Supports 71.0% Negotiable $1 - $100,000 67.0% $100,001 - $400,000 68.5% $400,001 & Above Negotiable Lateral Files, Vertical Files, Storage (Towers, Bookcases, & Cabinets), Align $1 - $100,000 64.0% Laterals, Align Storage, Align Credenzas, Stride Storage, Involve Storage, $100,001 - $400,000 65.0% Radii Storage $400,001 & Above Negotiable Trooper, Tolleson, and Nimble Seating Relate, Scout, Seek, Inspire, and Access Seating Acuity, Mimeo, Lyric, Quip, Evo, Svelte, 06, and Pli Seating Admix, Aware, and Structure Tables $1 - $100,000 64.0% $100,001 - $400,000 64.0% $400,001 & Above Negotiable $1 - $100,000 61.0% $100,001 - $400,000 61.0% $400,001 & Above Negotiable $1 - $100,000 58.0% $100,001 - $400,000 58.0% $400,001 & Above Negotiable $1 - $100,000 64.0% $100,001 - $400,000 64.0% $400,001 & Above Negotiable 1 $1 - $100,000 60.0% Wood Casegoods (Align Wood), Stride Painted Wood Casegoods Veneer $100,001 - $400,000 60.0% $400,001 & Above Negotiable Social Collaborative Seating/Tables/Conferencing, Clarity, CoHo, Parallel, $1 - $100,000 51.0% Park, Recharge, Retreat, Townhall Collection (Rock, Wedge, Peak, Summit, $100,001 - $400,000 54.0% Picnic, Cloud), Two -Thirds, and New Product Offering $400,001 & Above Negotiable Accessories (Wand & Link Lights, Ergonomic tools), Hands -Free Pulls, Hand 1 $1 - $100,000 55.0% Sanitizer Solutions, Acrylic Freestanding Screens $100,001 - $400,000 57.0% $400,001 & Above Negotiable $1 - $250,000 55.6% Gunlocke (All Product) $250,001 &Above Negotiable $1 - $100,000 49.0% HBF (All Product) $100,001 - $400,000 52.0% $400,001 & Above Negotiable $1 - $250,000 62.3% Aspect Architectural Products" $250,001 &Above Negotiable $1 - $200,000 58.8% Beyond Architectural Products` $200,001 &Above Negotiable *Authorized Walls dealers only. Please contact beyondservices@allsteeloffice.com for additional information. See below for approved Walls Services COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 331d9te T/8/2024 Approved Furniture Services: Service Type Quote Type Rate Dock Delivery NA No charge Minimum of $175. Hourly rates range from Inside Delivery Hourly $75 - $90 with a NTE of $90 per hour. Minimum of $175. Hourly rates range from Install/Assembly Hourly $90 - $125 with a NTE of $125 per hour. Minimum of $125 per hour with a NTE maximum charge Reconfiguration Hourly of $150 per hour. Minimum of $75 per hour with a NTE maximum charge Design Hourly of $90 per hour. Minimum of $75 per hour with a NTE maximum charge Project Management Hourly of $90 per hour. Prices range from $2.50 per sq. ft. per month to $5.00 Storage per sq. ft. per month, NTE $5.00 per sq. ft. per month. Modular Walls Prices range from $110 per lineal foot to $130 per lineal foot, not to exceed $130 per lineal foot. Applied Ergonomic Support Prices range from $200 per hour to $500 per hour, not to exceed $500 per hour. Approved Walls Services: Service Type Quote Type Rate Install Negotiated NTE $130/lineal foot Design Negotiated NTE $90/hr Project Management Negotiated NTE $90/hr Reconfiguration Negotiated NTE $150/hr Due to the extremely custom nature of demountable walls, list prices are part of the CET Designer software. Installation/Assembly costs noted are for normal work hours, non -union wages. Union, prevailing wage, overtime, weekend work, and metropolitan area labor will be negotiated on a case -by -case basis. Prices for Allsteel Architectural Walls Product do not include applicable sales taxes or freight. These charges will be listed as separate line items on the quote, purchase order, and invoice, unless otherwise agreed to in writing, and each charge is contingent upon final destination of product. All applicable taxes and freight charges will be added to Allsteel's invoice, and customer agrees to pay the same. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page U clletr 8/2024 EXHIBIT B Region 4 Education Service Center (ESC) Contract # R191802 for Furniture, Installation and Related Services with Allsteel, Inc. Effective: May 1, 2020 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 13 of 491 The following documents comprise the executed contract between the Region 4 Education Service Center and Allsteel, Inc. effective May 1, 2020: I. Vendor Contract and Signature Form II. Supplier's Response to the RFP, incorporated by reference COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 14 of 491 APPENDIX A CONTRACT This Contract ("Contract') is made as of April 28 , 2020 by and between Allsteel, Inc. ("Contractor') and Region 4 Education Service Center ("Region 4 ESC") for the purchase of Furniture, Installation, and Related Services ("the products and services'). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number RFP #19-18 for Furniture, Installation, and Related Services ("RFP"), to which Contractor provided a response ("Proposal"); and WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with OMNIA Partners. 1) Term of aareement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days' (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 15 of 491 3) Form of Contract. The form of Contract shall be the RFP, the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror's Best and Final Offer iii. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Aareement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non -Performance or Contractor Deficiencv. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 16 of 491 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Deliverv/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Del iverv/Installation Charqes: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Maieure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 17 of 491 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Deliverv. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Pavments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adiustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 18 of 491 purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third - party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor must identify any additional costs associated with compliance of this COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 19 of 491 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smokinq.. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Fundina Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketina.. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Leaal Obliqations. It is Contractor's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 20 of 491 while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 21 of 491 OFFER AND CONTRACT SIGNATURE FORM The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name Allsteel,lnc, Address 2210 2nd Avenue City/State Zip Muscatine, IA 52761 Telephone No. 563.272.4800 Email Address allsteeigovcontracts@allsteeloffice.com Printed Name Eric Schroeder Title VP, Finance Authorized signature' / Accepted by Region ESC: � Contract No. t g 1902— Initial Contract Term , 107D O Margaret S. Bass Print Name Region 4 ESC Authorized Board Member Carmen T. Moreno Print Name to A f n►1 30., . Z02.3 4/28/2020 Date 4/28/2020 Date COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 22 of 491 Allsteel' Appendix B I Exceptions Appendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses: ❑ Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) X Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror's proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or Exception/Proposed Accepted Specification Modification (For Region 4 ESC's use) Appendix A, Conforming product shall be shipped Section 14 within 7 days of receipt of Purchase Delivery, P.4 Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. Conforming product shall be shipped within the timeframe mutually agreed to by the Vendor and the Purchasing Acceptable Agency 7 days of Feceipt of Purchase 9re#e. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 23 of 491 13 Allsteel' Appendix B I Exceptions Appendix A, Upon prior written agreement Section 28 Stored between the Contractor and Region Materials, P.6 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the GeRtfaeteF party in control of the location against loss and damage, unless otherwise agreed to by Contractor and Region 4 ESC. Contractor The insuring party agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final delivery into Region 4 ESC control by SC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon Region 4 ESC's acceptance of non - defective, undamaged, product at time of delivery final aeeeptane^e. Exhibit A, Section Supplier commits the not -to -exceed Sergi"i thi ~^weed 2.2 Pricing pricing provided under the Master PFiGiRg PFOVidP-d Rdp-.r the "" iSteF Commitment, Agreement pricing is its lowest available A^~^^^,^^' pFiein^ is its'^•••^s ,••,i'ah'^ P.20 (net to buyer) to Public Agencies (net t^ lawyeF) to Publie Ageneie- nationwide and further commits that if a ih.v. - Participating Public Agency is eligible for a Part+lzatirag PAS HE Agency ;s ^'i^i lower pricing through a national, state, °^F'^•••^~ pFiein^ t-"~rio •, rrfi.�� regional or local or cooperative contract,jtc, lain^,' ^r'^^,' ^F eeepeFatiye the Supplier will match such lower GGRtFaGt, the c,•PPlieF Will tGh ,^" pricing to that Participating Public Iewv r iei-%g it that Particvpating PvVs- Agency under the Master Agreement. Agency u ndeF the MasteF AgFeem^^• Supplier commits that price shall be equivalent to other cooperative state and local contracts held by the Supplier, buying the same product mix, for the same geographical areas, under the same terms and conditions. Acceptable OMNIA Par :ners will discuss with Allsteel OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 24 of 491 14 Allsteel' Appendix B I Exceptions Exhibit B, Section Administrative Fee payments are to be Administrative Fee payments are to be 14 Administrative paid by Supplier to OMNIA Partners, paid by Supplier to OMNIA Partners, Fee Payment, P.28 Public Sector at the frequency and on Public Sector within 30 days of calendar admin agree nent the due date stated in Section 13, month end, at the f.eq u..ney and eR the noted above, for Supplier's submission of a .. I^ d;AP 1;##P "^ 9eGt;,.19, ..bev corresponding Contract Sales Reports. for Supplier's submission of Administrative Fee payments are to be corresponding Contract Sales Reports. made via Automated Clearing House Administrative Fee payments are to be (ACH) to the OMNIA Partners, Public made via Automated Clearing House Sector designated financial institution (ACH) to the OMNIA Partners, Public identified in Exhibit D. Failure to provide Sector designated financial institution a payment of the Administrative Fee identified in Exhibit D. Failure to within the time and manner specified provide a payment of the herein shall constitute a material breach Administrative Fee within the time and of this Agreement and if not cured manner specified herein shall constitute within thirty (30) days of written notice a material breach of this Agreement to Supplier shall be deemed a cause for and if not cured within thirty (30) days termination of the Master Agreement, of written notice to Supplier shall be at Principal Procurement Agency's sole deemed a cause for termination of the discretion, and/or this Agreement, at Master Agreement, at Principal OMNIA Partners, Public Sector' sole Procurement Agency's sole discretion, discretion. All Administrative Fees not and/or this Agreement, at OMNIA paid when due shall bear interest at a Partners, Public Sector' sole discretion. rate equal to the lesser of one and one- All Administrative Fees not paid when half percent (1 1/2%) per month or the due shall bear interest at a rate equal to maximum rate permitted by law until the lesser of one and one-half percent paid in full. (1 1/2%) per month or the maximum rate permitted by law until paid in full. Exhibit F, Federal The following certifications and The following certifications and Funds provisions may be required and apply provisions may be required and apply Certifications, when Participating Agency expends when Participating Agency expends acknowledged Overview P.37 federal funds for any purchase resulting federal funds for any purchase resulting from this procurement process. from this procurement process. Pursuant to 2 C.F.R. § 200.326, all Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, contracts, including small purchases, awarded by the Participating Agency awarded by the Participating Agency and the Participating Agency's and the Participating Agency's subcontractors shall contain the subcontractors shall contain the procurement provisions of Appendix II procurement provisions of Appendix II to Part 200, as applicable. to Part 200, as applicable, when federal funds are utilized on a project. It is the responsibility of the authorized Purchasing Agency to notify the Vendor if federal funds will be utilized to procure items under this contract and/or purchase order prior to Vendor's acceptance of the order. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 15 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 25 of 491 Allsteel' Appendix B I Exceptions Exhibit F, Federal To the extent purchases are made with To the extent purchases are made with Funds Federal Highway Administration, Federal Federal Highway Administration, Certifications, Railroad Administration, or Federal Federal Railroad Administration, or Certification of Transit Administration funds, offeror Federal Transit Administration funds, Compliance with certifies that its products comply with all offeror certifies that when requested Buy America applicable provisions of the Buy America prior to offeror's acceptance of an Provisions, P.40 Act and agrees to provide such order, offeror will certify its individual certification or applicable waiver with products comply to with all applicable respect to specific products to any provisions of the Buy America Act and Participating Agency upon request. agrees to provide such certification or Purchases made in accordance with the applicable waiver with respect to Buy America Act must still follow the specific products to any Participating applicable procurement rules calling for Agency upon request. Purchases made free and open competition. in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Exhibit F, Federal Offeror agrees that all contracts it Offeror agrees that all dealer Funds awards pursuant to the Contract shall besubcontracts it awards pursuant to the Certifications, bound by the foregoing terms and Contract shall be bound by the acknowledgf d Certification of conditions. foregoing terms and conditions. Applicability to Subcontractors, P.40 Amendment 1, Federal Requirements Federal Requirements Appendix C, Doc If products and services are issued in If products and services are issued in #5 — Special response to an emergency or disaster response to an emergency or disaster Conditions, recovery the items below, located in this recovery the items below, located in acknowledg!d Federal Special Conditions section of the Federal this Special Conditions section of the Requirements, P.9 Funds Certifications, are activated and Federal Funds Certifications, are required when federal funding may be activated and required when federal utilized. funding maybe is utilized, and Contractor is notified prior to order placement. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 26 of 491 16 Allsteel' Appendix B I Exceptions Amendment 1, The contractor will include the The contractor will include the Appendix C, Doc provisions of paragraphs (1) through (8) provisions of paragraphs (1) through (8) #5 — Special in every subcontract or purchase order in every dealer subcontract Conditions, 2. unless exempted by rules, regulations, erdt-r unless exempted by rules, Equal or orders of the Secretary of Labor regulations, or orders of the Secretary Employment issued pursuant to section 204 of of Labor issued pursuant to section 204 Opportunity Item Executive Order 11246 of September 24, of Executive Order 11246 of September 8, P.10 1965, so that such provisions will be 24, 1965, so that such provisions will be binding upon each subcontractor or binding upon each dealer subcontractor vendor. The contractor will take such er vendeF. The contractor will take such action with respect to any subcontract action with respect to any dealer or purchase order as may be directed by subcontract ^F p Fehas^ eFde-F as may the Secretary of Labor as a means of be directed by the Secretary of Labor as enforcing such provisions including a means of enforcing such provisions sanctions for noncompliance: Provided, including sanctions for noncompliance: however, that in the event the Provided, however, that in the event contractor becomes involved in, or is the contractor becomes involved in, or threatened with, litigation with a is threatened with, litigation with a subcontractor or vendor as a result of dealer subcontractor ewende as a such direction, the contractor may result of such direction, the contractor request the United States to enter into may request the United States to enter such litigation to protect the interests of into such litigation to protect the the United States. interests of the United States. Amendment 1, The contractor will include the portion The contractor will include the portion Appendix C, Doc of the sentence immediately preceding of the sentence immediately preceding #5 — Special paragraph (1) and the provisions of paragraph (1) and the provisions of Conditions, 3. paragraphs (1) through (7) in every paragraphs (1) through (7) in every "During the subcontract or purchase order unless dealer subcontractor • 9FdeF performance of exempted by rules, regulations, or unless exempted by rules, regulations, this contract, the orders of the Secretary of Labor issued or orders of the Secretary of Labor contractor agrees pursuant to section 204 of Executive issued pursuant to section 204 of as follows: Item 7, Order 11246 of September 24, 1965, so Executive Order 11246 of September P.12 that such provisions will be binding 24, 1965, so that such provisions will be upon each subcontractor or vendor. The binding upon each dealer subcontractor contractor will take such action with er vendeF. The contractor will take such respect to any subcontract or purchase action with respect to any dealer order as the administering agency may subcontract =r pvmh•,oe Ardpr as the direct as a means of enforcing such administering agency may direct as a provisions, including sanctions for means of enforcing such provisions, noncompliance: Provided, however, including sanctions for noncompliance: That in the event a contractor becomes Provided, however, That in the event a involved in, or is threatened with, contractor becomes involved in, or is litigation with a subcontractor or vendor threatened with, litigation with a dealer as a result of such direction by the subcontractor ^• -ndn as a result of administering agency the contractor such direction by the administering may request the United States to enter agency the contractor may request the into such litigation to protect the United States to enter into such interests of the United States." litigation to protect the interests of the United States." acknowledg :d Amendment 1, Offeror agrees to comply with all terms Offeror agrees to comply with all terms Appendix C, Doc and conditions outlined in the Special and conditions outlined in the Special acknowledgd #5 — Special Conditions section of this solicitation, as Conditions section of this solicitation-, Conditions, Sign- applicable. as applicable. Off, P.23 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 27 of 491 17 Allsteel Gunlockee a All �,.. OMNIA Region 4 FURNITURE, INSTALLATION, AND RELATED SERVICES RFP #19-18 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 28 of 491 Table of Contents: 3 - 11 Appendix A Draft Contract Offer and Contract Signature Form 12 - 17 Appendix B Terms and Conditions Acceptance Form 18 - 45 Products, Services, Pricing 46 - 49 Performance Capability 50 - 75 Appendix D, Exhibit A Response for National Cooperative Contract 76 - 82 Appendix D, Exhibit B Administration Agreement 83 - 88 Appendix D, Exhibit F Federal Funds Certifications 89 - 90 Appendix D, Exhibit G, Doc #1 Ownership Disclosure Form 91 - 92 Appendix D, Exhibit G, Doc #2 Non -Collusion Affidavit 93 - 99 Appendix D, Exhibit G, Doc #3 Affirmative Action Affidavit 100 - 105 Appendix D, Exhibit G, Doc #4 Political Contribution Disclosure Form 106 - 107 Appendix D, Exhibit G, Doc #5 Stockholder Disclosure Certification 108 - 110 Appendix D, Exhibit G, Doc #6 1 Certification of Non -Involvement in Prohibited Activities in Iran 111 - 116 Appendix D, Exhibit G, Doc #7 1 New Jersey Business Registration Certificate 117 - 129 Qualification and Experience 125 - 129 References 130 - 137 Value Add 138 - 139 Appendix C, Doc #1 Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy 140 - 141 Appendix C, Doc #2 Antitrust Certification Statements 142 - 143 Appendix C, Doc #3 Implementation of House Bill 1295 Certificate of Interested Parties 144 - 145 Appendix C, Doc #4 Texas Government Code 2270 Verification Form 146 - 147 Appendix C, Doc #5 Addendum 148 - 189 Appendix C, Doc #6 Questionnaire COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - 0 Q R1991188T - AIISteel Page 29 of 491 Appendix A I Draft Contract, Offer, and Contract Signature Form Allsteel Appendix A I Draft Contract APPENDIX A CONTRACT This Contract ("Contract') is made as of _April 28 , 2020 by and between Allsteel, Inc. ("Contractor') and Region 4 Education Service Center ("Region 4 ESC') for the purchase of rurniture, Installation and RElated Services ("the products and services'). RECITALS Furniture, Installation and Related WHEREAS, Region 4 ESC issued Request for Proposals Number R19-18 for Services ("RFP"), to which Contractor provided a response ("Proposal"); and WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with OMNIA Partners. 1) Term of aareement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days' (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 1 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 31 of 491 Appendix A I Draft Contract 3) Form of Contract. The form of Contract shall be the RFP, the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror's Best and Final Offer iii. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non -Performance or Contractor Deficiencv. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 2 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 32 of 491 Appendix A I Draft Contract iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Deliverv/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Del iverv/IInstal lation Charoes: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Maieure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 3 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 33 of 491 Appendix A I Draft Contract e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Delive . Conforming product shall be shipped within the timeframe mutually agreed to by the Vendor and the Purchasing Agency 7 Juy3 J ,- J 90-der. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adiustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such CONTRACT 4 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 34 of 491 Appendix A I Draft Contract purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third - party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 5 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 35 of 491 Appendix A I Draft Contract term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor party in control of the location against loss and damage, unless otherwise agreed to by Contractor and Region 4 ESC. The insuring party agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until filgal aeeepta delivery into Region 4 ESC control by Region 1 GPe, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon Region 4 ESC's acceptance of non -defective, undamaged, product at time of delivery Cnal 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity_. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketina.. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. CONTRACT 6 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 36 of 491 Appendix A I Draft Contract 33) Legal Obligations. It is Contractor's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all lawswhile fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharaes: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. CONTRACT 7 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 37 of 491 Allsteel' Appendix A I Draft Contract OFFER AND CONTRACT SIGNATURE FORM The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name Allsteel Inc. Address 2210 2nd Avenue City/State/Zip Muscatine, IA 52761 Telephone No. 563.272.4800 Email Address allsteelgovcontracts@allsteeloffce.com Printed Name Eric Schroeder Title VP, Finance Authorized signature ' Accepted by Region 4 ESC: Contract No. Initial Contract Term to Region 4 ESC Authorized Board Member Print Name Region 4 ESC Authorized Board Member Print Name Date Date OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 11 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 38 of 491 Appendix B I Terms and Conditions Acceptance Form Products/Services/ Pricing Allsteel Allsteel' Products/Services/Pricing WORKPLACES THAT KEEP WORKING Public Agencies are responding to mayor shifts happening in their workplaces. Attracting and retaining the next generation of public sector employees while balancing the demands of ever changing technology with fiscal responsibility demands an agile workplace to support agency needs today and in the future. While this is a tall order, Allsteel and Gunlocke have extensive experience in helping Public Agencies meet these challenges. Our proposal identifies how we assist Public Agencies and make sense of all the noise to develop the right workplace strategy for their unique needs. We have extensive experience in the Public Sector arena and have successfully managed large, national contracts previously. We have a Public Sector team dedicated to understanding the unique issues Public Agencies face and are experts in contract management. We understand that Public Agencies have a variety of needs ranging from large projects to smaller, departmental purchases, and that the right supplier partner understands how to support the wide range of needs. —1 �46 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 19 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 41 of 491 Allsteel' Products/Services/Pricing OUR PHILOSOPHY Allsteel and Gunlocke offer a broad range of products to support the furniture categories the Region 4 Education Service Center and OMNIA Partners is seeking to provide to agencies nationwide. Allsteel I Gunlocke are offering products in seven categories, - systems furniture, freestanding furniture, seating/chairs, soft seating, filing systems, storage and equipment, modular walls and related products and serivices. Within these seven categories, we have 773 product series. ILILaw1 f 1 I OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 20 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 42 of 491 Allsteel' Products/Services/Pricing ALLSTEEL PRODUCT LINES SEATING/CHAIRS T #19, Acuity' Relate' MR Lyric" Access- Quip" GUEST SEATING Clarity® Acuity' RelaLe' LOUNGE SEATING T T? et•. Mimeo® Evo- Svelte- f t Trooper' Clarity® I [i I Evo-/Lyric" Tolleson kr- " 117� 4 ! I f Clubhouse" Parallel- Vicinity- Reflect' Clarity' Retreat- 1 Mind -Share' Rise'" Involve' Linger- Scooch- Wedge- Rock- Peak- Park -Settee Park -Solo Recharge" OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 21 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 43 of 491 Allsteel' Products/Services/Pricing ALLSTEEL PRODUCT LINES STOOLS Relate® Trooper® Mimeo® Inspire® Vicinity'" d--� 17 Picnic -Bench Picnic -Stool MULTI -PURPOSE SEATING t Evo- Relate® 0 Take-5- T , Lyric" Lyric" 7� Summit" Access" Inspire° Quip" Clarity® Inspire® Seek® Relate® Lyric- Vicinity" M Take-5- Normann Copenhagen Nimble® Inspire® CojHo" Form Rocking Armchair Go to allsteeloffice.com/configurator to customize these products for your space. allsteeloffice.com OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 22 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 44 of 491 Allsteel' Products/Services/Pricing ALLSTEEL PRODUCT LINES SYSTEMS FURNITURE owl ill + �1�76 Stride® N �r ■ Concensys® Stride® Altitude® 1 Terrace® Optimize" FurtherC' OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 23 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 45 of 491 Allsteel' Products/Services/Pricing ALLSTEEL PRODUCT LINES FREESTANDING FURNITURE i Approach- Involve® Approach - Involve® too Stride® Further'" Stride® Cadence` OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 24 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 46 of 491 Allsteel' Products/Services/Pricing ALLSTEEL PRODUCT LINES CONFERENCE iffm Harvest' Classic Park' Hi I Lo Meeting Iril Cube Coming Summer 2019 TRAINING 17 Aware® HEIGHT -ADJUSTABLE Altitude® A3 9M Harvest- Rustic A It* Park" Meeting rr Cylinder Coming Summer 2019 T-Leg Harvest' Metal W Park- Round Meeting Im Panel Coming Summer 2019 Altitude® A5 Altitude® A8 Awa re® Park' Soft Square Meeting Community OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 25 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 47 of 491 Allsteel' Products/Services/Pricing ALLSTEEL PRODUCT LINES COLLABORATIVE IV rT g�z —P—T Harvest- Aware® Picnic" Park" Round Meeting Park" Soft Square Meeting Park" Work Pill Park" Hi Pill Recharge" Community Round Pedestal Coming Summer 2019 Square Pedestal Cylinder Adaptive X-Base Coming Summer 2019 Coming Summer 2019 OCCASIONAL i 1 rr TT 7ff- Parallel- Coffee Parallel- Side Park-Lo Side Park -Hi I Lo Casual i � rr T T- Park- Lo Pill Belong®Coffee Belong* Side Transfer- Recharge- x X-Base OMNIA REGION 4 1 UP # 19-18 1 12.11.2019 26 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 48 of 491 Allsteel' Products/Services/Pricing FILING SYSTEMS, STORAGE, & EQUIPMENT PEDESTALS Stride' Align"' Involve' Essentials" Radii" Radii' LATERALS Align- Involve® Essentials'" CREDENZAS Stride® Align'" Involve® Aware® View - TOWERS I I L Stride® Align' Involve® OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 27 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - Ol #R191802 - AIISteel Page 49 of 491 Allsteel' Products/Services/Pricing FILING SYSTEMS, STORAGE, & EQUIPMENT LOCKERS Align - BOOKCASES Essentials- OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 50 of 491 28 Allsteel' Products/Services/Pricing RELATED PRODUCTS LIGHTING Link" Wand- Undercabinet ERGONOMIC TOOLS Monitor Arms MEETING SUPPORT eyboard Supports T��-r Altitude® Tables 44P Sketch' Hedge' Cloud' Aware® View - RECYCLING CENTER n Aware® ORGANIZATION TOOLS Extensions" OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 29 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 51 of 491 Allsteel' Products/Services/Pricing MODULAR WALLS ARCHITECTURAL PRODUCTS I � 1 .!3 ,7 -• . Beyond® Aspect" OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 30 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 52 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES FREESTANDING FURNITURE NEW, AWARD WINNING SILEAE" CREDENTIALS MEDLEY EH NEW T IOE" OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 31 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 53 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES FREESTANDING FURNITURE r7F BRIEFING COLLABORATIVE BRIEFING CONFERENCING SARANAC LETCHWORTH AINA sDWINNIwu MEDLEY CONFERENCING CONVERGE low", TRIO CONFERENCING UNIVERSAL TABLE BASES BRIEFING TRAINING 4111 F10 i oentrset TRIO TRAI N I NG BRIEFING OCCASIONAL NEW. AWARD WINNING CALM OCCASIONAL OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 32 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 54 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES FREESTANDING FURNITURE P-1 El .1 LETCHWORTH OCCASIONAL OCCASIONAL TABLES KENNA OCCASIONAL TIARA OCCASIONAL MEDLEY OCCASIONAL OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 33 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 55 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES SEATING & LOUNGE NEW NEW NEW, AWARD WINNING LIV IRIS TIA STOOLS —tract • • NEW, AWARD WINNING NEW, AWARD WINNING NEW CALIA CALM G ENE VA l NEW. AWARD WINNING TRILLIA AWARD WINNING TIA GUEST AVOCA EXECUTIVE CONVO GENESEE EXECUTIVE GENESEE GUEST OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 34 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 56 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES SEATING & LOUNGE I S NeoCmr NeYuCotr AWARD WINNING AWARD WINNING AWARD WINNING METTA URBANA AVOCA GUEST J _4 • CIJI EDITION MOLTI STOOLS ATTRACT MOLTI GUEST ROUNDABOUT rl .ter • ' � ` . MOLTI BARIATRIC OLLA GUEST OLLA OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 35 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 57 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES SEATING & LOUNGE } I 19 CAMILLE FITZGERALD PORTER AWARD WNINIING LILY NEW YORKER SAVOR BANK OF ENGLAND EXECUTIVE BANK OF ENGLAND GUEST MOLTI LOUNGE OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 36 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 58 of 491 Allsteel' Products/Services/Pricing GUNLOCKE PRODUCT LINES SEATING & LOUNGE MARA STRETTO MOLT[ SIDE TANDEM WASHINGTON OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 37 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 59 of 491 Allsteel' Products/Services/Pricing I Questions i. Offerers shall provide pricing based on a discount from a manufacturer's price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Offerer and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, those different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerers may elect to limit their proposals to any category or categories. We have provided a discount off list price matrix, listed on pages 41 - 43, for all products. We are proposing tiered pricing to ensure Region 4 and OMNIA Partners agencies receive competitive pricing for large projects. iL include a copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) Manufacturer part #, Offerer's Part #, Description, Manufacturers Suggested List Price and Net Price, Net price to Region 4 ESC (including freight). We have included an electronic copy for all products proposed from which discount is calculated. Our electronic price lists include Manufacturer part number, product description, and list price. iii. Is pricing available for all products and services? • Design Services — prices range from $75.00 per hour to $90.00 per hour, not to exceed $90.00 per hour. • Project Management — prices range from $75.00 per hour to $90.00 per hour, not to exceed $90.00 per hour. • Reconfiguration Services — prices range from $125.00 per hour to $150.00 per hour, not to exceed $150.00 per hour. • Storage — prices range from $2.50 per sq. ft. per month to $5.00 per sq. ft. per month, not to exceed $5.00 per sq. ft. per month. • Modular Walls - prices range from $110.00 per lineal foot to $130.00 per lineal foot, not to exceed $130.00 per lineal foot. • Applied Ergonomic Support - prices range from $200 per hour to $500 per hour, not to exceed $500 per hour. iv. Describe any shipping charges. Describe delivery charges along with definitions for. All deliveries shall be freight prepaid, FOB Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. For orders shipped outside the contiguous U.S., freight is paid to the port of embarkation if standard freight terms apply. Dock Delivery: • Definition: Ship directly from manufacturer to delivery location, The driver, or other employee from servicing dealer, will not be responsible for unloading product. • Pricing: No charge. Inside Delivery: Definition: Ship directly from manufacturer to delivery location. The driver, or other employee from servicing dealer, will be responsible for unloading product and placing product in appropriate location in building. Does not include set up or installation. Pricing based on normal work hours, non -union wages. Union, prevailing wage, overtime, weekend deliveries will be negotiated on a case by case basis once specific needs are identified. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 38 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 60 of 491 Allsteel' Products/Services/Pricing I Questions • Pricing: $175.00 minimum. Hourly rate ranges from $75.00 - $90.00, with an NTE of $90.00 per hour. • Deliver and Install • Definition: Ship directly from manufacturer to delivery location. The driver, or other employee from servicing dealer, will be responsible for unloading product, assembling, and installing as required. Pricing based on normal work hours, non -union wages. Union, prevailing wage, overtime, weekend deliveries will be negotiated on a case by case basis once specific needs are identified. Modular Walls have special installation requirements and pricing is identified above, in section iii. • Pricing: $175 minimum. Hourly rate ranges from $90.00 - $125.00, with a NTE or $125.00 per hour. v. Provide pricing for warranties on all products and services. Finished product or parts provided under warranty that meets criteria as outlined on page 44 and 45 is provided free of charge. Installation and/or parts replacement is not provided under Allsteel or Gunlocke warranties. vi. Describe any return and restocking fees. Return shipments are not accepted unless specifically authorized in advance by Allsteel I Gunlocke on a Returned Goods Authorization Form furnished by Allsteel or Gunlocke Customer Support. When approved, merchandise must be returned in original shipping cartons, with proper inner packing, and is subject to inspection upon return before acceptance. All returns must be made within 30 calendar days after Return Authorization is issued. Requests for returns due to reasons other than Allsteel or Gunlocke error are typically not accepted. If allowed in Allsteel's or Gunlocke's sole discretion, returns must be pre -approved by Allsteel or Gunlocke Customer Support, and are subject to a processing fee of 45% of the invoiced amount. If approved, the product must be forwarded with transportation charges prepaid by the selling Dealer, Region 4, or OMNIA Partners, Public Sector. vii. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. We offer an initial discount up to $100,000 list with additional discounting for orders ranging between $100,001 - $399,999. For project pricing, we offer a negotiated tier to ensure we are offering the best pricing available to Region 4 based on products selected and volume of order. viii. Describe how customers verify they are receiving Contract pricing. Participating agencies will submit orders via direct ordering or through retail (Dealer Partner) locations. Upon submission via direct ordering, agencies will select the contract as Region 4 and OMNIA Partners, Public Sector to receive Master Agreement pricing. If working through a retail application with our Dealer Partners, participating agencies will specify the contract as Region 4 and OMNIA Partners, Public Sector. When order is acknowledged by the Supplier, a Receipt of Acknowledgment will be sent to the submitting party which contains contract, product, and pricing information. ix Describe payment methods offered. Allsteel I Gunlocke invoice at time of shipment, with Net 30 Day payment terms. If contracts allow, terms may be 1.5% OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 39 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 61 of 491 Allsteel' Products/Services/Pricing I Questions 20, N30 (terms are contract -driven). We accept, check, wire, ACH, Visa, Mastercard, or American Express. Allsteel Gunlocke does not charge a fee for credit cards, but prefer other methods of payment. x. Propose the frequency of updates to the Offerer's pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalogue contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. Allsteel I Gunlocke typically incurs an annual pricing increase. We will submit the proposed price increase in compliance of Region 4 and OMNIA Partners contract guidance. At no time will discounting to Region 4 and OMNIA Partners increase during the term of the contract. Price increases will be proposed to list price only and will be based on supplier and material cost increases. xi. Describe how future product introductions will be priced and align with Contract pricing proposed. Allsteel I Gunlocke introduces new products throughout the year. New products will be priced similarly to like products within a product category. For instance, new collaborative products will receive the same discount as current collaborative products on contract. If, for some reason, new products do not adequately align with current categories, we will submit our new products for consideration with an explanation as to why they do not meet the current criteria. xii. Provide any additional information relevant to this section. No additional information included at this time. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 62 of 491 40 Allsteel' Products/Services/Pricing I Pricing Matrix Updated 12/6/19 OMNIA Partners Reaion 4 Education Service Center Discount Matrix Allsteel Inc. Contract #R1 42201 -Furniture and Installation Stride Systems, Terrace, Concensys, Optimize, Further, Involve Casegoods, Approach, Stride Desking, Stride Benching, Pedestals, Overheads, Worksurfaces, Electri- cal & Accessories, Altitude Tables Lateral Files, Vertical Files, Storage (Towers, Bookcases, & Cabinets), Align Laterals, Align Storage, Align Creden- zas, Stride Storage, Involve Storage, Radii Storage Trooper, Tolleson, and Nimble Seating #19, Relate, Sum, Scout, Seek, Inspire, and Access Seating Acuity, Mimeo, Lyric, Quip, Evo, and Svelte Seating Merge and Aware Tables Wood Casegoods (Align Wood), Stride Painted Wood Casegoods Veneer 1 $100,001 - $400,000 71.0% 1 $400,001 & Above $1 - $100,000 $100,001 - $400,000 $400,001 & Above $1 - $100,000 $100,001 - $400,000 $400,001 & Above $1 - $100,000 $100,001 - $400,000 $400,001 & Above $1 - $100,000 $100,001 - $400,000 $400,001 & Above $1 - $100,000 $100,001 - $400,000 $400,001 & Above $1 - $100,000 $100,001 - $400,000 $400,001 & Above Negotiable 64.0% 65.0% Negotiable 64.0% 64.0% Negotiable 61.0% 61.0% Negotiable 58.0% 58.0% Negotiable 64.0% 64.0% Negotiable 60.0% 60.0% Negotiable OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 41 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 63 of 491 Allsteel' Products/Services/Pricing I Pricing Matrix Gather Collection, Clarity, CojHo, Park, Recharge, $1 - $100,000 51.0% Retreat, Townhall Collection (Rock, Wedge, Peak, I $100,001 - $400,000 54.0% Summit, Picnic, Cloud), and New Product Offering I $400,001 & Above Negotiable $1 - $100,000 55.0% Accessories (Wand & Link Lights, Ergonomic tools) I $100,001 - $400,000 57.0% $400,001 & Above Negotiable $1 - $250,000 55.6% Gunlocke (All Product) $200,001 & Above Negotiable Aspect* $1 - $250,000 62.3% $200,001 & Above Negotiable $1 - $200,000 58.8% Beyond* $200,001 & Above Negotiable *Authorized Beyond dealers only. Please contact beyondservices@ allsteeloffice.com for additional information. See below for Approved Beyond Services. Approved Furniture (NTE - Services: "Not to exceed") IFee Type Rate Dock Delivery: No charge. Inside Delivery: NTE $90/hr Install Negotiated Deliver and Install: NTE $125/hr Design Negotiated NTE $90/hr Project Management Negotiated NTE $90/hr Reconfiguration Negotiated NTE $125/hr Storage Negotiated NTE $5/sq ft/month OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 42 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 64 of 491 Allsteel' Products/Services/Pricing I Pricing Matrix Applied Ergonomic Support Negotiated NTE $500/hr Approved Beyond (NTE = "Not to ex - Services: ceed") Fee Type Rate Install Negotiated NTE exceed $130/lineal foot*** Design Negotiated NTE $90/hr Project Management Negotiated NTE $90/hr Reconfiguration Negotiated NTE $150/hr ** Due to the extremely custom nature of de- mountable walls, list prices are part of the CET Designer software. *** Installation costs noted are for normal work hours, non -union wages. Union, prevailing wage, overtime, weekend work will be negotiated on a case -by -case basis. **** Prices for Allsteel Beyond Architectural Walls Product do not include applicable sales taxes or freight. These charges will be listed as separate line items on the quote, purchase order, and invoice, unless otherwise agreed to in writing, and each charge is contingent upon final destination of product. All applicable taxes and freight charges will be added to Allsteel's invoice, and customer agrees to pay the same. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 43 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 65 of 491 Allsteel' Products/Services/Pricing I Allsteel Warranty Our unwavering commitment to our customers compels us to care, and our 2 YEARS dedication to quality is just one of the ways we show our customers how Keyless electronic locks much they mean to us. We recognize that keeping up with the pace of change requires having products that work as hard as the people who use them. That's why each of our products is rigorously tested and certified to meet the highest industry standards. In the unlikely event that any Allsteel product or component covered by the Allsteel Warranty should fail under normal workplace use because of defective material or workmanship, Allsteel promises to fix it. Because taking care of people is how Allsteel takes care of business. Allsteel Inc. warrants its products to be free from defects in material and workmanship for as long as the original purchaser owns them, except as set forth below Allsteel shall repair or replace with comparable product (at Allsteel's discretion), free of charge, any Allsteel product or component manufactured after January 17, 2019, that fails under normal commercial office use, in accordance with the terms of this warranty. For products or components manufactured prior to this date, please contact your Allsteel dealer for warranty information. The materials and components listed below are covered according to the following schedule from the date of invoice: LIFETIME All Allsteel products, materials, and components are covered under the Allsteel Limited Lifetime Warranty, subject to the following exceptions. 12 YEARS Veneer and laminate surfaces; wood seating; electrical components; seating controls; pneumatic cylinders; glides; casters; arm caps; foam; polymer side chair shells 10 YEARS Beyond- and AspectT"" demountable partitions; painted wood surfaces; wood - frame seating and lounge products 7 YEARS AS and A8 height -adjustable worksurface mechanisms 5 YEARS A3 height -adjustable worksurface mechanisms; tablet arm mechanisms; mesh on QuipT", Scout®, and MimeoTM; panel and seating upholstery fabrics; other covering materials; upholstery on tackboards and storage cushions; freestanding LED task lights; Beyond- and AspeCtTM moving parts such as door hardware and door mechanisms; monitor arms; keyboard trays 3 YEARS Marker board surfaces; upholstery on lounge products; undercabinet LED lights; USB power modules 1 YEAR Traceless laminates Allsteel does not warrant: Customer's Own Materials (COM) or Customer's Own Laminates (COL) Natural variations occurring in wood, leather, or other natural materials, which are inherent to their character and not considered defects Colorfastness of textiles or surface finishes Matching of colors, grains, textures, or edge bands to natural materials such as veneer and leather Damage caused by the carrier in -transit or installer Products not installed, used, or maintained in accordance with product specifications, instructions, and warnings Modifications or attachments to the product not approved by Allsteel Products used for rental purposes Beyond- and Aspeffm doors used in suite entry applications Beyond- and AspectT"" customer's own hardware, which is subject to the supplier warranty Third -party products acquired through the Tailored Products Group Partner (e.g., Normann Copenhagen), third -party, and other manufacturers' products - Allsteel, to the extent possible, will pass through any warranty received with respect to other manufacturers' branded products Consumables (e.g. batteries, bulbs, lamps, and ballasts) This warranty applies only to the original purchaser and is non-transferrable. Warranty is void if integrated components or features are substituted with non- Allsteel or unauthorized components without previous authorization. This warranty will not be valid if damage to the product is caused by (1) normal wear and tear over the course of ownership, including puddling and pilling in materials; (2) sharp objects (e.g. writing utensils, heeled shoes, scissors, jewelry, keys); (3) extreme environmental conditions; (4) unintended usage or the (5) use or storage of product in unsuitable environments or conditions. This warranty applies only to products purchased from authorized Allsteel dealers and delivered within the United States and Canada. This warranty is valid for unlimited shift usage. Please contact your Allsteel dealer with any warranty requests. To the extent allowed by law, Allsteel makes no other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. Allsteel will not be liable for any consequential or incidental damages. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 66 of 491 44 Allsteel' Products/Services/Pricing I Gunlocke Warranty Subject to the limitations set forth below. The Gunlocke from nonconforming goods, or from any other cause, shall be Company warrants to the original purchaser all product in our price list to be free from defects in material and workmanship for a twelve year period from the date of shipment. This 12- year warranty applies to all products sold and installed by a Gunlocke authorized agent for normal commercial single shift service. Gunlocke will repair, or at its option, replace defective merchandise, free of charge. The following components not manufactured by Gunlocke have the following warranties: • High wear components such as casters and glides are warrantied for five years after date of shipment to original owner. • Electrical components are warrantied 10 years from date of manufacture with exception of lamps and ballasts which are not warrantied. This includes Fluorescent Tasklights. • LED tasklights are warrantied for 3 years from date of repair or replacement of defective parts, and that Gunlocke shall not be liable for damages or injury to persons or property, nor for replacement of the entire commercial unit, if repair or replacement of defective parts can reasonably render the unit conforming. All warranty claims must be made in writing by the original owner. Owner may be required to produce the invoice or other evidence to establish that a claim is within the warranty period. Warranty claims may be submitted on the Gunlocke website. www.gunlocke.com/productservice/ As stated and illustrated on the website, serial numbers are required to process a warranty claim. No person, firm or corporation is authorized to assume for Gunlocke any liability shipment to original owner in connection with the sale or installation of Gunlocke products • Drawer suspensions are warrantied for lifetime of product except as stated above. after shipment to original owner. Personal corners including covering (leather) are All other warranties, expressed or implied, are excluded. warrantied for three years of single shift and normal Gunlocke shall not be liable for incidental or consequential use after shipment to original owner. Height adjustable damages of any sort. electrical components are warrantied for five years of single shift and normal use after shipment to original owner. Any non-standard material selected by the customer is not warrantied. Neither does this warranty apply to damage resulting from accident, alteration, or misuse, as well as damage from normal wear and tear such as dents, nicks, scratches, fading and improper maintenance. That is, Gunlocke's warranty is only valid if products are given proper use and care. Gunlocke assumes no responsibility for product damages resulting from improper installation or user modification. WOOD FURNITURE Wood owes its inherent beauty to variations in color, grain, and texture, and therefore, these variations are not considered defects. There may be minor variations from one piece of furniture to the next even though they are finished at the same time. Exposure to light and the aging process will cause a darkening of natural wood products. Light finishes on wood products do not mask the natural characteristics of wood. The Gunlocke Company does not guarantee the exact matching of grain, pattern, and color. These finishes do not cover any of the natural characteristics of the wood, including nature's colorations, pitch pockets, and It is expressly understood and agreed that the buyer's sole and the variations of steambent wood. Merchandise will not be exclusive remedy for any and all losses or damages resulting replaced because of these natural variations. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 45 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 67 of 491 Performance Capability Allsteel' Performance Capability I Questions iv. Describe how Offerer responds to emergency orders. Customer Support works closely with Procurement and Production to expedite product for delivery to customers impacted by a natural disaster. These orders will receive higher priority than standard orders and better than posted lead times can be expected. For other types of emergency orders that meet our criteria, our Customer Support team will work with OMNIA Partners to determine necessary fulfillment timeline and expedite the order within available production. HNI has a fully documented disaster recovery program with the ability to produce product in several manufacturing locations across the United States. The plan is comprehensive and addresses both natural and man-made concerns. The details include: • Developing and maintaining emergency/disaster and business recovery plans. • Training personnel to ensure familiarity and effectiveness with these plans. • Cooperating with government authorities and agencies charged with disaster control. • Taking necessary and prudent steps to provide for the continuity and restoration of operations as quickly as possible following an emergency or disaster. Our corporate policy also requires maintenance of secondary supply sources for all mission critical materials. HNI has identified critical areas that are required in order to ensure continual operations are maintained during and after an emergency. Those areas include: • Maintaining production to meet customers' demand. • Producing quality products in a timely manner. • Communication that reassures business sustainability. • Safeguarding of the organization's vital records. • Guaranteeing the continued availability of essential products, distribution and services. We refer to this disaster recovery program as our Business Continuity Plan (BCP); Our BCP has the capability for immediate or time -phased execution and partial or full activation. The extent and duration of BCP greatly depends on the time, duration and scope of the event, and its corresponding impact on HNI's resources and the organization's response and recovery needs. An overview of our BCP process is mapped out via the attachment for you to review further. v. What is the Offerer's average fill rate? HNI Corporation has an 'All -In" compliance rate of 77.9%. vi. What is the Offerer's average on time delivery rate? Describe Offerer's history of meeting the shipping and delivery timelines. Allsteel I Gunlocke uses a measurement called Complete and On -time (COT) to assess delivery performance. Production schedules are measured in daily increments, which allows for increased flexibility in meeting customer requirements. Shipping schedules are measured in hourly increments based on the dispatch time. The industry standard for on time performance is to measure in weekly increments. This approach overlooks daily performance failures, and disguises the true impact to the client. Allsteel I Gunlocke raise the bar by measuring in OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 47 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 69 of 491 Allsteel' Performance Capability I Questions daily and even hourly increments. The Allsteel I Gunlocke complete and on -time percentage is measured in the following manner: Production - Units produced divided by units scheduled equals % complete, and Distribution - Orders shipped divided by orders dispatched by hour equals % Complete and On -time. Distribution COT currently averages over 99%, with many of the non-performance issues being customer -related (building not ready, no appointment available, etc.). vii. Describe Offerer's return and restocking policy. Return shipments are not accepted unless specifically authorized in advance by Allsteel I Gunlocke on a Returned Goods Authorization Form furnished by Allsteel I Gunlocke Customer Support. When approved, merchandise must be returned in original shipping cartons, with proper inner packing, and is subject to inspection upon return before acceptance. All returns must be made within 30 calendar days after Return Authorization is issued. Requests for returns due to reasons other than Allsteel I Gunlocke error are typically not accepted. If allowed in Allsteel I Gunlocke's sole discretion, returns must be pre -approved by Allsteel I Gunlocke Customer Support, and are subject to a processing fee of 45% of the invoiced amount. If approved, the product must be forwarded with transportation charges prepaid by the selling Dealer or OMNIA Partners, Public Sector. viii. Describe Offerer's ability to meet service and warranty needs. Please reference our complete warranty information in the Products section (Tab 2). All Allsteel I Gunlocke products and services have defined warranty expectations that are specific to the product or service category or to a specific product or service within that category. To support those warranty expectations, Allsteel I Gunlocke engages all members in service to our customers during the life span covered under warranty. Warranty requests can be sent directly to the Company that produced the product or through the selling dealer. Normal warranty support is considered part of Company's and Dealer's shared responsibility. Dealer agrees to provide prompt and courteous service for all products sold, regardless of where such products are delivered and installed. Company will provide replacement parts to repair units under warranty. Dealer agrees to provide labor to repair or replace units under warranty at no charge to Company. ix. Describe Offerer's customer service/problem resolution process. Include hours of operation, number of services, etc. Allsteel I Gunlocke are well known for a responsive and empowered customer support team that will do "whatever -it - takes" to provide Region 4 and OMNIA Partners, Public Sector with a smooth and problem -free experience. When you place an order with us, it's just the beginning of our commitment to you and your agencies. Customer satisfaction is measured indirectly through a serious of Key Performance indicators (KPIs) for Target Response Time, Complete and On -Time Performance, and Warranty Performance. These metrics were selected because they give us a greater ability to determine true drivers of our end goal, an effortless customer experience. We offer Project Coordination to assist with order entry, date alignment, delivery scheduling, punch, and project close-out for all orders greater that $350K list. Allsteel has a phone line open 24 hours for furniture emergencies. Allsteel's Customer Support hours of operation are 7-6pm CST Monday through Friday. Gunlocke's Customer Support hours of operation are 7-5pm CST Monday through Friday. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 48 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 70 of 491 Allsteel' Performance Capability I Questions x. Describe Offerer's invoicing process. Include payment terms and acceptable methods of payments. Offerers shall describe any associated fees pertaining to credit cards/p-cards. Allsteel I Gunlocke invoice at time of shipment, with Net 30 Day payment terms. If contracts allow, terms may be 1.5% 20, N30 (terms are contract -driven). We accept, check, wire, ACH, Visa, Mastercard, or American Express. Allsteel Gunlocke does not charge a fee for credit cards, but prefer other methods of payment. xi. Describe Offerer's contract implementation/customer transition plan. Please reference Appendix D, Exhibit A for complete information regarding contract implementation and customer transition plan. xii. Describe the financial condition of Offerer. Please review our Dunn & Bradstreet information provided in Exhibit A. xiii. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns, and reporting. Describe the websites capabilities and functionality. Information on Allsteel I Gunlocke's products and services along with environmental, ergonomics, and workplace solutions information is readily available online on www.Allsteeloffice.com and www.aunlocke.com. Allsteel I Gunlocke Dealers utilize the Internet via a gated dealer portal (www.aIIsteel svneray.com) and (www.ounlockeadvantaoe.com) to submit all orders and have online ability to track order status, review invoices, and obtain other customer -specific information. Allsteel I Gunlocke is also equipped to support many common electronic ordering platforms and Enterprise Resource Planning (ERP) systems. We will make every effort to work with dealers and customers to provide online capabilities as needed. Allsteel I Gunlocke utilizes an Oracle ERP Enterprise system to manage it's entire business platform. The system cohesively integrates all business activities including Sales, Manufacturing, AR and AP Oracle manages all orders loaded into the system and schedules manufacturing based on demand and supply chain variables. All activities are electronically coordinated to ensure that lead times are maintained and uphold customer expectations. There are backup systems including manual override capabilities to address individual and custom requirements as they occur. xiv. Describe the Offerer's safety record. As of October, 2019, our 12 month Recordable Incident Rate was 3.65, our 12 Month Restricted Duty Rate was 3.39, 12 Month Restricted Duty Severity Rate was 109.5, 12 Month Lost Time Incident Rate was 0.64, and our 12 Month Lost Workday Severity Rate was 33.31. ".. Provide any additional information relevant to this section. No additional information to include at this time. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 71 of 491 49 Appendix D I Exhibit A Response for National Cooperative Contract Allsteel Allsteel' Appendix D I Exhibit A 3.1 Company Response A. Brief History and descriptions of Supplier: Allsteel was established as the All -Steel -Equip Co. in 1912. An early entrant in the fledgling power industry, All -Steel - Equip produced metal enclosures used by electrical contractors. The company later produced lockers and steel cabinets which were popular accessories in office environments. Near the end of the Great Depression, the product line expanded to include vertical files. When steel became readily available after World War II, Allsteel introduced a line of steel desks. Described as "knock down" in design, these modular units could be custom -configured at the dealership to meet a myriad of individual requirements. In 1967, the lateral file was created by B.K. Johl (later to be known as Allsteel of Canada), revolutionizing records management. Allsteel was acquired by HNI Corporation in 1997. Today, Allsteel manufactures a full line of contract office furnishings, including systems, seating, casegoods, tables, collaborative furniture, architectural products, and accessories. We also provide, in conjunction with our Servicing Partners, a full range of services including space planning, specification, installation, warehousing, inventory management, asset management, corporate standards programs, e-commerce, buy-back, and project management services. At Allsteel, great design transcends any particular type of style. We make decisions carefully focusing on innovative, easy -to -use functionality. We continually test materials to ensure durability and their ability to look great through a whole life cycle of use. Our products cover a range of styles, but offer a classic look that lasts through many years of fads and trends. Being true to our heritage, we continually seek to create products that are the best in their class. For over a century, Gunlocke has delivered a happy marriage of sound design with fine craftsmanship for some of the world's most demanding clients. Gunlocke manufacturers furniture for large and small companies, government agencies and even U.S. Presidents. In June of 2019, Allsteel and Gunlocke announced the alignment of our brands. Allsteel and Gunlocke are better together; our flexible and customer -focused approach enables our team to quickly tailor and adapt processes for each customer's unique needs. From product development, customized support programs, and tailored quick ship delivery models, we have a dedicated team ready to partner in these endeavors. We are now known as Allsteel Gunlocke. When the Allsteel philosophy of solving work problems is combined with the rich character of Gunlocke, spaces can be transformed from ordinary to extraordinary. When the Allsteel philosophy of solving work problems is combined with the rich character of Gunlocke, spaces can be transformed from ordinary to extraordinary. Allsteel Gunlocke in Education Allsteel Gunlocke has worked with schools and universities for over 80 years. We manufacture furniture and accessories for demanding 2417 environments and understand that maintaining education facilities matter. We bring forward -thinking design into the present by opening possibilities, anticipating obstacles, and creating solutions. At Allsteel I Gunlocke great design transcends any style. We believe that our products should address and solve problems. Our furniture is made to improve student, teachers, faculty and staff productivity, make spaces more efficient, increase comfort, and make day-to-day tasks that much easier. Because we have integrated Rapid Continuous Improvement, environmental awareness, recycling, and conscientious materials selection, our products contribute not just to this lifetime, but the next as well. Allsteel products are GREENGUARD Indoor Air Quality Certified for healthy interior environments and are BIFMA level® certified. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 51 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 73 of 491 Allsteel' Appendix D I Exhibit A Allsteel I Gunlocke and our dealer partners collective approach to planning, design, installation and on -going service impacts attracting and retaining both students and faculty. We understand that education facilities need a diverse breadth of line to support varying needs. We offer a range of solutions to support administrative spaces, active learning classroom environments, libraries as well as other high traffic collaboration areas. B. Total number and location of sales persons employed by Supplier: Allsteel Inc. is a nationally distributed company with 9 regions with an average of 12+ sales members per region. Allsteel currently employs 126 sales persons; please see number of members per region below: • East Region: 23 Members • Mid -Atlantic Region: 11 Members • Northeast Region: 11 Members • Midwest Region: 18 Members • North Central Region: 15 Members • Southwest Region: 13 Members • West Region: 13 Members • Northwest Region: 12 Members • Southeast Region: 10 Members Allsteel also employs a Public Sector Sales team of six members and an Inside Sales team of fourteen dedicated sales support personnel. C. Number and location of support centers (if applicable) and location of corporate office: The location of the HNI Corporation and Allsteel Inc. corporate office is in Muscatine, IA, 52761. The Gunlocke corporate office is located in Wayland, NY 14572. Please see the following page(s) for our support centers. D. Annual sales for the three previous years: Allsteel I Gunlocke is wholly -owned by HNI Corporation and does not disclose financial information about its sales. HNI Corporation is publicly traded on the New York Stock Exchange under the symbol HNI. Fiscal year 2018 - HNI Corporation had net sales of $2.2 billion Fiscal year 2017 - HNI Corporation had net sales of $2.1 billion Fiscal year 2016 - HNI Corporation had net sales of $2.2 billion E. Submit FEIN and Dunn & Bradstreet report: Allsteel's FEIN # is 36-0717079. Please see pages 73 - 75 for our D&B report. F. Describe any green or environmental initiatives or policies: We pursue positive change with a simple, clear purpose to make things better every day. Our commitments to lean manufacturing, responsible sourcing and distribution, reduction of material waste and emissions, and environmentally -conscious product development serve as the foundation of our sustainability program and help guide our actions. We've been working to make our products healthier by evaluating the chemicals in our materials. We've achieved OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 52 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 74 of 491 Allsteel' Appendix D I Exhibit A Cradle to Cradle Certified"' Bronze for several of our products, which contributes to both LEED and WELL certification. Our products are also Indoor Advantage" Gold certified for low indoor air emissions, and contribute to a healthier indoor environment. Allsteel I Gunlocke's portfolio of fabrics and finishes can be used to select finishes that not only create a beautiful, inviting space, but also one that incorporates nature's patterns, boosting positive feelings, and nurturing the human -nature connection. Allsteel I Gunlocke has implemented the Design for the Environment (DfE) procedure to guide the design of new products to consider environmental impacts upfront in the process. We design furniture to be durable and long-lasting and to waste as little as possible in the manufacturing process. Factors considered include materials selection (encouraging recycled content, renewable materials, and certified wood), minimum packaging materials to protect the product but generate less waste, decreasing manufacturing impacts on energy and water, reduction of chemicals of concern, ease of disassembly for recycling, and end of product life fate. Examples of our application of the DfE procedure include: Low -emitting materials Most HNI products have undergone third party emissions testing to verify compliance to ANSI/BIFMA M7.1/X7.1 and CDPH Ca101350 test methods and standards. Indoor air quality certified products are commonly requested by customers, government agencies, and green building certifications, like LEED, WELL, and the Living Building Challenge. Most of HNI's products are Indoor Advantage or Indoor Advantage Gold certified by SCS Global Services, which often meet or exceed the requirements of these groups. Rapidly renewable resources Gunlocke's Stratawood veneer is manufactured from a rapidly renewable plantation Poplar. The average percent by weight of this material can be up to 3% if Stratawood veneer is selected (based on average furniture typical configurations). Gunlocke's Savor chair back is made from Myco board material. Instead of plastic, which is made from oil, this seat back is grown using Ecovative's mushroom material technology. It starts with agricultural waste, like corn stalks, which are "glued" together with mycelium. Mycelium is analogous to the roots of mushrooms, and it acts as a natural self -assembling resin. This grows and is compressed to form Myco Board. It's natural, biobased, and compostable. Myco Board is 99% biobased, and has been certified under the USDA's bio-preferred program. The average percent by weight contribution for this material is 9% of each Savor chair. Sustainably grown and harvested wood resources It is the policy of HNI to avoid using wood from forest areas where traditional or civil rights are violated, forest areas where high conservation values are threatened by management activities; wood from forests in which genetically modified trees are planted; wood that has been harvested illegally or wood harvested from areas which have been converted from natural forest to plantations or non -forest uses. HNI offers select FSC certified casegoods and wood seating product, some at no up -charge, using a mixed -credit system. Upholstery options HNI offers a wide array of upholstery options with sustainable attributes, including: • Fabrics made from, or including rapidly renewable materials like wool, cotton, linen, cork and jute. • Up to 100% post -consumer recycled content • 100% Eco-Intelligent® polyester • PFOA-Free Finishes and Low Fluoro-Carbon Finishes • Treatment -free (no added flame retardants, stain repellents, or antimicrobials) • Facts -NSF 336 certified OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 75 of 491 53 Allsteel' Appendix D I Exhibit A G. Describe any diversity programs or partners supplier does business with and how participating agencies may use diverse partners through the master agreement. Indicate how, if at all, pricing changes when using the diversity program. Allsteel I Gunlocke, and its parent company, HNI Corporation, value diversity in the workplace and our supplier base and dealer network. Allsteel I Gunlocke maintains various levels of supplier diversity reporting, for both direct and indirect supply chain requirements because at Allsteel I Gunlocke we recognize the value of offering opportunities to small, minority, woman owned and other historically disadvantaged businesses that meet our primary objective of superior product quality. Efforts to track and increase Allsteel I Gunlocke's dealer and supplier diversity are driven primarily through the company's GSA Small Business Subcontracting Plan. The Subcontracting Plan highlights the efforts that Allsteel Gunlocke makes towards expanding its dealer and supplier diversity, which include, but are not limited to utilizing local, small businesses when possible to fulfill sourcing needs, and ensuring small, diverse suppliers and dealers have opportunities to respond to solicitations. The Subcontracting Plan does not impact overall project pricing. H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disabled veterans, etc. Allsteel I Gunlocke does not qualify for any historically underutilized business certifications. I. Describe how Supplier differentiates itself from its competitors. We believe that value added service and product solution is critical to our customers' success in creating a good workplace experience, and getting the most value from the furniture investment. This should not be a premium. Allsteel I Gunlocke's Value Added Services (outlined below) are included in the furniture pricing. Ergonomics At Allsteel I Gunlocke, we believe that being a leader in ergonomic office products means more than showing users how to adjust their furniture. We believe in solving real, day-to-day problems in the workplace. We believe in educating everyone on the benefits of ergonomics and how to apply ergonomic principles in their workplace. We think that product innovation is the most direct way to help solve ergonomic issues in the workplace. Dr. Lauren Gant is available to assist with creating ergonomic standards and evaluation criteria at no charge to agencies. Sustainability We were early adopters of nearly all applicable furniture sustainability certifications and our brands were among the first to certify our products using the SCS Indoor Advantage Gold and BIFMA level certifications, to which a majority of our products are still certified today. We received our FSC Chain of Custody certificate to provide Forest Stewardship Council (FSC) Certified product in 2009. Today, we purchase more than 75,000 tons of FSC Controlled Wood materials annually, all of which is sustainably sourced from forests and suppliers audited by FSC. Health & Wellness As furniture manufacturers, we understand how our products can impact health and wellness. From emissions to ergonomics, we strive to develop healthy, human -centered products that are low -emitting and promote comfort and movement. We know occupant comfort can influence focus and workplace satisfaction, which are essential elements OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 54 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 76 of 491 Allsteel' Appendix D I Exhibit A to improving productivity at work. Adjustability is the key to reducing physical strain and maximizing ergonomic comfort in workstations. Our vast product portfolio of height -adjustable desks, adjustable task chairs, and ergonomic accessories like monitor arms and keyboard trays can help employees customize their workstation to better fit their individual bodies and working styles. Many of our brands offer ergonomic educational materials to help customers understand how to fit workstations to individual employee needs. Our Allsteel brand was an early adopter of the WELL Building Standard. In 2017, our Los Angeles showroom became the first project in the world to achieve WELL Certified" Gold under the Retail Pilot Program. Allsteel's Boston showroom followed suit in mid-2018, and the shared Allsteel I Gunlocke showroom in Chicago achieved WELL Gold certification this summer. As a leader in this industry, we are happy to share our lessons learned and certification tips with our customers. Allsteel Gunlocke Workplace Advisory Team Allsteel Gunlocke's Workplace Advisors share research, experience, and perspectives on how trends — like social change and technology — are playing out in the workplace. We then help you evaluate these trends through the lens of your own organization's unique culture, goals, and objectives to determine what's most relevant and applicable to you. Allsteel I Gunlocke's Workplace Advisory team provides consultative services in three main areas: 1. Decision Support 2. Application and Solution Development 3. Change Management In all cases, we will coordinate and partner with clients and their design teams through all project phases as needed to seamlessly deliver an effective workplace solution. J. Describe any present or past litigation, bankruptcy, or reorganization involving Supplier. As a large corporation, Allsteel I Gunlocke is involved in various litigation that has arisen in the ordinary course of business. However, Allsteel I Gunlocke has not had any projects terminated by a government entity. Furthermore, it is in the company's opinion, after consultation with legal counsel, that liabilities, if any, resulting from current litigation matters are not expected to have a material adverse effect on Allsteel I Gunlocke's financial condition. K. Felony Conviction Notice. Allsteel I Gunlocke is a publicly held corporation and this reporting requirement is not applicable. L. Describe any debarment or suspension actions taken against Supplier. Allsteel was placed on the Excluded Parties List System in error on September 3, 2009. The matter was quickly corrected and Allsteel was removed from the list on September 10, 2009. The fact that Allsteel was removed from the list after only one week confirms that Allsteel should not have been on the list and is a responsible government contractor. 3.2 Distribution, Logistics OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 77 of 491 55 Allsteel' Appendix D I Exhibit A A. Describe the full line of Products and Services offered by Supplier. Allsteel I Gunlocke simplifies organizations' complex workplace needs, providing a single point of contact to oversee national projects, from kickoff and installation through post -occupancy and optimization. We demystify the workplace planning process by helping public agencies align their workplace strategy with their organizational strategy. We help drive meaningful change in the way they work, through workplace furniture systems and services. With every project we touch, we work to deeply understand our customer's unique goals and challenges, so that every piece and interaction of the new space pushes their vision and direction forward. The result are solutions that drive meaningful changes in the way our customers want to work today, as well as tomorrow. Our comprehensive furniture portfolio consists of award -winning systems and freestanding furniture, seating, chairs and soft seating, filing systems, storage, and modular walls. Combined these pieces create solutions that serve each customer's very specific needs, scale, and budget. Allsteel I Gunlocke strives to ensure we are providing the best price and product value by leveraging all HNI brands. B. Describe how supplier proposes to distribute the products/services nationwide. Include any states where Products and Services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Allsteel distributes products and services through a national network of certified dealers. We have over 200 dealers with locations in all markets in the US. Our dealer partners have a full range of services including space planning, specification, installation, warehousing, inventory management, asset management, corporate standards programs, e-commerce, buy-back and project management services. C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing, include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement Participating agencies will submit orders via direct ordering or through retail (Dealer Partner) locations. Upon submission via direct ordering, agencies will select the contract as OMNIA Partners, Public Sector to receive Master Agreement pricing. If working through a retail application with our Dealer Partners, participating agencies will specify the contract as OMNIA Partners, Public Sector. When order is acknowledged by the Supplier, a Receipt of Acknowledgment will be sent to the submitting party which contains contract, product, and pricing information. Additionally, we review orders on contract to ensure compliance. D. Identify all other companies that will be involved in processing, handling or shipping the Products/ Services to the end user. HNI is a leading global office furniture company. Our brands are among the strongest, most widely known and respected in our industry. The depth and breadth of our products and services, the scale and capability of our manufacturing and the strength of our distribution enables us to provide the most efficient means of processing, handling, and shipping of our products to public agencies nationwide. Eight HNI operating units participate in the furniture industry - these operating units include Allsteel Inc, The HON Company LLC, Maxon Furniture Inc., The Gunlocke Company, Hickory Business Furniture (HBF), OFM LLC, HNI Hong Kong Limited (Lamex), HNI Office India Limited (HNI India). OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 56 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 78 of 491 Allsteel' Appendix D I Exhibit A The carriers that will be shipping and handling products to the end user are the following: ROAN, DCM Transport, Inc., Nussbaum Transportation, and Don Hummer Trucking. E. Provide the number, size and location of Company's distribution facilities, warehouses and retail network as applicable. Location Approximate Square Feet Owned or Leased Description of Use Georgia 550,000 Owned Manufacturing Office Furniture / Regional Warehouse Dongguan, China 373,000 Leased Manufacturing Office Furniture / Regional Warehouse Garland, Texas 211,000 Leased Warehousing Office Furniture Hickory, North Carolina 206,000 Owned Manufacturing Office Furniture Lake City, Minnesota 242,000 Owned Manufacturing fireplaces Mechanicsburg, Pennsylvania 400,000 Leased Warehousing Office Furniture Mt. Pleasant, Iowa 378,000 Owned Warehousing Office Furniture Muscatine, Iowa 273,000 Owned Manufacturing Office Furniture Muscatine, Iowa 578,000 Owned Manufacturing Office Furniture / Regional Warehouse Muscatine, Iowa 810,000 Owned Manufacturing Office Furniture / Regional Warehouse Muscatine, Iowa 238,000 Owned Manufacturing Office Furniture Nagpur, India 355,000 Owned Manufacturing Office Furniture Wayland, New York 716,000 Owned Manufacturing Office Furniture / Regional Warehouse 3.3 Marketing and Sales A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier's primary go to market strategy for Public Agencies to suppliers teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as one of the public sector go -to -market strategies within the first 70 days ii. Training and education of Company's national sales force with participation from the Company's executive leadership, along with OMNIA Partners, Public Sector team within first 90 days. Allsteel will immediately implement the OMNIA Region 4 contract as one of the primary go to market strategies for Public Agencies nationwide. This will be accomplished as follows: Leadership Endorsement • VP of Sales and VP of Public Sector announce contract award within 10 days of notification of award to all sales leadership, field sales members and dealer partners • Reinforce announcement of OMNIA Contract to all field sales members during the Monthly All Field Sales Call - March 2020 Education and Training 1. National launch of contract specifics on monthly field sales calls to include all employees — March 2020 2. Educate Allsteel field sales member on benefits of OMNIA Region 4 Contract — March 2020 3. Work with Allsteel Regional Managers to develop a market specific sales plan for dealer partners — March 2020 4. Train all Public Sector Managers on products and process — March 2020 5. Leverage current selling team of Market Managers, Business Development Managers and Dealer Sales Representatives to educate clients on advantages of using OMNIA Region 4 Contract — ongoing 6. Retrain dealer sales representatives on the benefits of driving business through cooperative purchasing agreements and specifically OMNIA Region 4 Contract — April 2020 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 57 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 79 of 491 Allsteel' Appendix D I Exhibit A B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Company, as well as to prospective Public Agencies nationwide immediately upon award, in include, but not limited to: i. Creation and distribution of a co -branded press release to trade publications ii. Announcement, contract details and contract information published on the Supplier's website within first 90 days iii. Design, publication and distribution of co -branded marketing materials within first 90 days. iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and Company specific trade shows, conferences and meetings throughout the term of the Master Agreement. Except for the NISP show, attendance at all other Company -specific trade shows, conferences, and meetings as specified shall be at the company's discretion. Allsteel will attend Onmia Partner shows, summits, conferences, etc. as able based on cost and available personnel. v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Porters for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement. vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.). viii. Dedicated OMNIA Partners, Public Sector Internet web -based homepage on Company's website with: • OMNIA Partners, Public Sector standard logo; • Copy of original Request for Proposal • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing materials; • Electronic link to OMNIA Partners, Public Sector website including the online registration page; and • A dedicated toll -free number and email address for OMNIA Partners, Public Sector. Allsteel will actively market to State, City, County agencies as well as to Colleges, Universities and Nonprofit Organizations through the effective use of the OMNIA Region 4 contract. This will be accomplished as follows: Sales Activities 1. Conduct focused selling events in every Allsteel region with appropriate Public Sector Manager — March/April 2020 a. Develop strategy to increase sales in top 8-10 current customers — April/May 2020 b. Develop strategy to increase sales in top 5 public universities in target markets — April/May 2020 c. Identify and develop selling strategy for key non-profit organizations — April/May 2020 2. Identify national "super users" with multiple contracts who are not familiar with Allsteel — April/May 2020 3. Focus on key public universities and colleges in target regions — April/May 2020 4. Attend Regional Summits to increase exposure to Public Agencies in targeted regions OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 58 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 80 of 491 Allsteel' Appendix D I Exhibit A Marketing Activities 1. Communicate OMNIA Region 4 Contract award in press release within first 15 days 2. Announce award through Allsteel social media platforms within first 15 days and continuously throughout first quarter 2020 3. Review trade shows/summits/events that Allsteel should attend in 2020 with both Allsteel and dealer partners — April 2020 4. Re -launch OMNIA Partners National Catalog to include OMNIA Region 4 contract info to dealer partners — March 2020 5. Update single page OMNIA Partners/Allsteel selling sheet - March 2020 6. Refresh Allsteel info on OMNIA Partners website to link to Allsteel selling materials and Allsteel website — March 2020 7. Update Allsteel website to include link to OMNIA Partners contract materials and OMNIA Partners website — March 2020 C. Describe how the Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners, Public Sector. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. Allsteel will work to position OMNIA Region 4 as one of our premier cooperative agreements. Allsteel holds the following cooperative contracts: IPHEC in Illinois OMNIA Partners, County of DuPage OMNIA Partners, Region 4 NASPO in 9 Western States NCPA in Texas E&I (Gunlocke Only) D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners, Public Sector and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners, Public Sector logo will require permission for reproduction, as well. Allsteel I Gunlocke agrees to provide our company logo for agreed upon marketing communications and promotions. E. Confirm Supplier will be proactive in direct sales of Supplier's Products and Services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners, Public Sector. All sales materials are to use the OMNIA Partners, Public Sector logo. At a minimum, the Supplier's sales and initiative should communicate: i. Master Agreement was competitively solicited and public awarded by a Principal Procurement Agency; ii. Best government pricing; iii. No cost to participate; and iv. Non-exclusive contract OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 81 of 491 59 Allsteel' Appendix D I Exhibit A Agree and understood. F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement; ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners, Public Sector; and iv. Knowledge of benefits of the use of cooperative contracts. Agree and Understood. G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support ii. Marketing iii. Sales iv. Sales Support v. Financial Reporting vi. Accounts Payable vii. Contracts i. Executive Support Name: Jeff Rach Title: VP Public Sector Email & Phone: RachJ@allsteeloffice.com, 202-430-2626 ii. Marketing Name: Jordan Arnold Title: Marketing Manager 2 Email & Phone Number: ArnoldJordan@allsteeloffice.com, 563-554-4910 iii. Sales Name: Laura Perry Title: National Sales Manager, Publc Sector Email & Phone: PerryL@allsteeloffice.com, 480-416-4791 iv. Sales Support Name: Kieran Morrison Title: Government Sales Specialist Email & Phone: MorrisonK@alIsteeloffice.com, 202-494-0094 v. Financial Reporting Name: Eric Schroeder Title: VP Finance Email & Phone: SchroederE@allsteeloffice.com, 563-506-3265 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 60 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 82 of 491 Allsteel' Appendix D I Exhibit A vi. Accounts Payable Name: Jennifer Curry Title: Accountant 2 Email & Phone: Curry)@hnicorp.com, 563-272-7137 vii. Contracts Name: Chris McCormick Tltle: Government Business Administrator Email: McCormickCD@hnicorp.com, 563-275-0900 H. Describe in detail how Supplier's national sales force is structured, including contact information for the highest -level executive in charge of the sales team. Allsteel Inc. is a nationally distributed company with 9 regions with an average of 12+ sales members per region. Each region is made up of the following sales members: • Market Managers (MM) - focus on dealer distribution and development. • Business Development Manager (BDM) - focus on developing new end user customer (which would include state agencies and universities and work with our dealer partners to close the sale). • A&D Representatives - focused on A&D firms to develop specifications for Allsteel I Gunlocke projects. • Resource Managers — manage the Allsteel Inc. and The Gunlocke Company showrooms throughout the U.S. • Region Managers — focused on developing their team of sellers to penetrate existing and new clients in a given geographic area. • Jeff Rach — Vice President, Higher Education and State/Local Government • Diane Collevechio — Vice President, Marketing & Sales - Allsteel Inc. / The Gunlocke Company • Stephen Westog - Vice President, Field Sales (East) - Allsteel Inc. / The Gunlocke Company • Eric Wiebers - Vice President, Field Sales (West/Central) - Allsteel Inc. / The Gunlocke Company • Beth Gall - Director of Sales, The Gunlocke Company 1. Explain in detail how the sales teams will work with the OMNIA Partners, Public Sector team to implement, grow and service the national program. The Omnia Partners contract is a key component of our Public Sector sales strategy and as such receives the full support of Allsteel I Gunlocke leadership. During the term of the Master Agreement, Allsteel Gunlocke will manage the overall national program through the combined efforts of our Public Sector Sales Team and our HNI Contracts and Compliance Team. The Public Sector Sales Team is led by Jeff Rach who is actively involved in supporting our Omnia Partners relationship nationwide. Our State/Local and Education sales efforts are led by Laura Perry. She will manage the Omnia Partners contract day to day and ensure it stays top of mind to our regional sales teams. Our marketing support of the Omnia contract is led by Jordan Arnold. Jordan is responsible for website development and promotions. These three will work hand in hand with Allsteel I Gunlocke sales leadership, field sales and dealer partners to develop effective sales tools to drive sales results. Laura and Jordan will work with Omnia Partners sales and marketing teams monthly to ensure both entities are working to mutually support the growth of the Region 4/Omnia Partners contract. They will do this through joint monthly calls, targeted marketing campaigns, and social media output. In addition, at the field level, we will work to develop strong relationships between Omnia OMNIA REGION 4 I RFP # 19-18 1 12.11.2019 61 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 83 of 491 Allsteel' Appendix D I Exhibit A Partners regional sales teams and Allsteel I Gunlocke field sales teams. Particular emphasis will be placed on lead sharing and joint calls where applicable. The HNI Contracts and Compliance Team will oversee the Omnia Partners agreement to ensure contractual compliance, manage product additions, price increases, and reporting on a monthly and quarterly basis. 1. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. Allsteel will manage the overall national program through a team of individuals within our government accounts administration team. This group will oversee the OMNIA Partners agreement to ensure proper client additions, new product additions, promotions, website development/maintenance and reporting on a monthly basis. J. State the amount of Supplier's Public Agency Sales for the previous fiscal year. Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. Allsteel Inc. is wholly -owned by HNI Corporation and HNI does not disclose financial information about its sales by operating company. Federal and state and local government business represent significant sales for HNI Corporation. Please see our client references included in the Qualifications & Experience section of this response. K. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. Allsteel utilizes an Oracle ERP Enterprise system to manage it's entire business platform. The system cohesively integrates all business activities including Sales, Manufacturing, AR and AP Oracle manages all orders loaded into the system and schedules manufacturing based on demand and supply chain variables. All activities are electronically coordinated to ensure that lead times are maintained and uphold customer expectations. There are backup systems including manual override capabilities to address individual and custom requirements as they occur. Information on Allsteel's products and services along with environmental, ergonomics, and workplace solutions information is readily available online on Allsteeloffice.com. Allsteel Dealers utilize the Internet to submit all orders and have online ability to track order status, review invoices, and obtain other customer -specific information. Allsteel is also equipped to support many common electronic ordering platforms and Enterprise Resource Planning (ERP) systems. We will make every effort to work with dealers and customers to provide online capabilities as needed. M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales'). $11M in year one $21M in year two $41M in year three OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 84 of 491 62 Allsteel' Appendix D I Exhibit A To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and Guaranteed Contract Sales. M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA parters, Public Sector). ii. If competitive conditions require pricing lower than the standard Master Agreement not -to -exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners, Public Sector under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners, Public Sector). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Allsteel Inc. would like to propose the exceptions to the original RFP language noted in our exceptions document. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 85 of 491 63 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: ALABAMA: CALIFORNIA: CALIFORNIA (CONTINUED): Interior Elements LLC Bernards Office Furniture STAPLES FURNITURE SOLUTIONS 23201st Ave N Ste 110 20935 B Warner Center Lane 6601 Overlake Place Birmingham, AL 35203 Woodland Hills, CA 91367 Newark, CA 94560 McAleer's Office Furniture 3305 Spring Hill Ave Mobile, AL 3 6607 STAPLES FURNITURE SOLUTIONS 5551 Parkwest Dr, Ste 115 Bessemer, AL 35022 U.S. Business Products 3860 Napier Field Road Dothan, AL 36303 ALASKA: Arctic Office Products 100 W Fireweed Lane Corner of Fireweed & A St Anchorage, AK 99503 Juneau Business Interiors Mendenhall Mall Rd, Ste 513 Juneau, AK 99801 STAPLES FURNITURE SOLUTIONS 4831 Old Seward Hwy Anchorage, AK 99503 ARIZONA: Forward Tilt LLC 6340 E Thomas Rd Ste 200 Scottsdale, AZ 85251 STAPLES FURNITURE SOLUTIONS 8602 W Buckeye Rd Ste 103 Tolleson AZ 85006 ARKANSAS: Moser Sales Corporation 601 N 13th St Rogers, AR 72756 STAPLES FURNITURE SOLUTIONS 2201 Brookwood Dr, Ste 110 Little Rock, AR 72202 STAPLES FURNITURE SOLUTIONS 322 N Bloomington St Ste A & B Lowell, AR 72745 Cal & Stan Inc. dba Cal Bennett's Inc. 615 North Plaza Dr Visalia, CA 93291 Campbell Keller 3766 Bradview Dr Sacramento, CA 95827 Corporate Business Interiors 3501 Jamboree Rd South Tower, Ste 400 Newport Beach, CA 92660 CSI Fullmer 131 N El Molino Ave, Ste 170 Pasadena, CA 91101 InsideSource - San Carlos 985 Industrial Rd, Ste 101 San Carlos, CA 94070 InsideSource - San Francisco 9 Maritime Plaza, Ste 20 San Francisco, CA 94111 InsideSource - San Jose 300 Park Ave, Ste 150 San Jose, CA 95110 Parron Hall 9655 GRANITE RIDGE DR, STE 100 SAN DIEGO, CA 92123 Sam Clar Office Furniture 1221 Diamond Way Concord, CA 94520 STAPLES FURNITURE SOLUTIONS 9440 Lurline Avenue Chatsworth, CA 91311 STAPLES FURNITURE SOLUTIONS 16501 Trojan Way La Mirada,CA 90638 STAPLES FURNITURE SOLUTIONS 1164 W National Drive, Ste 20 Sacramento,CA 95834 STAPLES FURNITURE SOLUTIONS 13225 Danielson Str Poway, CA 92064 STAPLES FURNITURE SOLUTIONS 235 Pine Street, Ste 100 San Francisco, CA 94104 Westfall Commercial Furniture Inc 444 S. Flower Street, Ste 4280 Los Angeles, CA 90071 COLORADO: IE Connect 1331 19th St Denver, CO 80202 STAPLES FURNITURE SOLUTIONS 13800 E 39th Avenue Aurora, CO 80011 CONNECTICUT: STAPLES FURNITURE SOLUTIONS 2777 Summer Street, 2nd Floor Stamford, CT 06905 STAPLES FURNITURE SOLUTIONS 400 Long Beach Blvd Stratford,CT 06615 Inside Source 501 Merrit 7 Norwalk, CT 06851 W.B. Mason Company 2460 State St Hamden, CT 06517 W.B. Mason Company 151 Woodward Ave Norwalk, CT 06854 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 86 of 491 64 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: CONNECTICUT FLORIDA (CONTINUED): GEORGIA (CONTINUED): (CONTINUED): STAPLES FURNITURE SOLUTIONS STAPLES FURNITURE SOLUTIONS W.B. Mason Company 6631 Executive Pk Ct N, Bldg 100, 7800 Third Flag Parkway 2 Consumers Ave Ste 108 Austell, GA 30168 Norwich, CT 06360 Jacksonville, FL 32216 W.B. Mason Company 43NRd East Windsor, CT 06088 DELAWARE: Douron 220 Continental Dr, Ste 106 Newark, DE 19713 W.B. Mason Company 113 Interchange Blvd Newark ,DE 19711 DISTRICT OF COLUMBIA: Cofco Office Furnishings 801 17th St NW, Ste 325 Washington, DC 20006 FLORIDA: Align 1 Solutions 1301 E Broward Blvd, Ste 320 Fort Lauderdale, FL 33301 Commercial Design Services 5805 Barry Road Tampa, FL 33634 Commercial Design Services Inc 9428 Baymeadows Rd #112 Jacksonville, FL 32256 Commercial Design Services Inc 640 Douglas Avenue, Ste 1514 Altamonte Springs, FL 32714 Commercial Design Services 508 Capital Circle SE, Unit 508-C Tallahassee, FL 32301 Compass Office Solutions 3320 Enterprise Way Miramar, FL 33025 STAPLES FURNITURE SOLUTIONS 12730 Commonwealth Drive, Ste 8 Fort Meyers, FL 33913 STAPLES FURNITURE SOLUTIONS 10701 Central Port Drive Orlando, FL 32824 STAPLES FURNITURE SOLUTIONS 3991 Commerce Parkway Miramar, FL 33025 STAPLES FURNITURE SOLUTIONS 4661 Oak Fair Blvd Tampa, FL 33610 W.B. Mason Company 1673 Mason Ave Daytona Beach, FL 32117 W.B. Mason Company 11741 Phillips Hwy Jacksonville, FL 32256 W.B. Mason Company 10801 NW 103rd St Miami,FL 33178 W.B. Mason Company 2405 Commerce Park Dr Orlando, FL 32819 W.B. Mason Company 9945 Currie Davis Dr Tampa, FL 33619 GEORGIA: Malone Office Environments 1345 Thirteenth Ave Columbus, GA 31901 Office Creations Inc 5250 Brook Hollow Pkwy Norcross, GA 30071 STAPLES FURNITURE SOLUTIONS 6600 Peachtree Dunwoody Rd NE Bldg 600, Ste 400 Atlanta, GA 30328 Weinberger's Business Interiors 3023 Riverwatch Pkwy, Ste G Augusta, GA 30907 HAWAI I: Ryan Michael Corp. dba Senetics 430 Sumner Str Honolulu, HI 96817 IDAHO: Business Interiors of Idaho 176 S Capitol Blvd Boise, ID 83702 STAPLES FURNITURE SOLUTIONS 2756 S Cole, Ste 120 Boise, ID 83709 ILLINOIS: Henricksen 328 South Jefferson Street, Ste 950 Chicago, IL 60661 Henricksen 1101 West Thorndale Avenue Itasca, IL 60143 Henricksen 401 SW Water Street, Ste 205 Peoria, IL 61602 Midwest Office Interiors 10330 Argonne Woods Dr, Ste 600 Woodridge, IL 60517 STAPLES FURNITURE SOLUTIONS 665 W North Avenue, Ste 200 Lombard, IL 60148 Stocks Business Furniture Inc. 602 South Country Fair Drive Champaign, IL 61821 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 87 of 491 65 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office. INDIANA: IOWA (CONTINUED): LOUISIANA (CONTINUED): HDW Commercial Interiors Storey Kenworthy General Office Supply Company 2274 W 93rd Ave 424 S Bell Ave 320 7th St Merrillville, IN 46410 Ames, IA 50010 Lake Charles, LA 70601 Peerless Printing & Office Supply Corporation 513 S Washington St Marion, IN 46953 STAPLES FURNITURE SOLUTIONS 8909 Purdue Rd, Ste 160 Indianapolis, IN 46268 Workspace Solutions 2208 Production Rd Fort Wayne, IN 46805 O WA: All Makes Office Equipment 500 E Court Ave, Ste 150 Des Moines, IA 50309 Office Elements 1508 Jefferson St Waterloo, IA 50702 Office Elements 713 Nebraska St Sioux City, IA 51101 Office Elements 1280 N Lake Ave, Ste 1 Storm Lake, IA 50588 Office Elements 401 1st St SE, Ste 101 Cedar Rapids, IA 52401 Paragon Commercial Interiors 210 Emerson Place, Ste 300 Davenport, IA 52801 STAPLES FURNITURE SOLUTIONS 5000 Tremont Ave, Ste 106 Davenport, IA 52807 STAPLES FURNITURE SOLUTIONS 2861 104th St, Ste F&G Urbandale, IA 50322 Storey Kenworthy 1495 Boyson Road Hiawatha, IA 52233 Storey Kenworthy 1014 S Mill St, Ste 310 Decorah, IA 52101 Storey Kenworthy 809 Central Ave, Ste 310 Fort Dodge, IA 50501 Storey Kenworthy 16 E Main St, Ste 120 Marshalltown, IA 50158 Storey Kenworthy 506 S President Ave Mason City, IA 50401 Storey Kenworthy 1612 Jackson Ave Spirit Lake, IA 51360 Storey Kenworthy 1333 Ohio St Desmoines, IA 50314 KANSAS: Modern Business Interiors LLC 14205 W 95th St Lenexa, KS 66216 KENTUCKY: Hurst Office Supplies 500 Buck Place Lexington, KY 40507 STAPLES FURNITURE SOLUTIONS 2307 River Rd, Ste 102 Louisville, KY 40206 LOUISIANA: General Office Supply 1003 Jefferson St Lafayette, LA 70501 Louisiana Office Supply 7643 Florida Blvd Baton Rouge, LA 070806 STAPLES FURNITURE SOLUTIONS 4324 S Sherwood Forest Blvd, Ste 170 Baton Rouge, LA 70816 MAINE: Union Office Interiors 635 Eastern Ave Augusta, ME 04330 W.B. Mason Company 188 Waters St Augusta, ME 04330 W.B. Mason Company 78 Rice St Bangor, ME 04401 W.B. Mason Company 1455 Concord St Framingham, ME 01701 W.B. Mason Company 121 112 Wells St Greenfield, ME 01301 W.B. Mason Company 106 Pine Tree Industrial Pkwy Portland, ME 04102 MARYLAND: Cofco Group 115 West St, Ste 301 Annapolis, MD 21401 Douron 10 Painters Mill Rd Owings Mills, MD 21117 Office Images 2099 Gaither Rd, Ste 130 Rockville, MD 20850 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 88 of 491 66 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: MARYLAND (CONTINUED): MICHIGAN (CONTINUED): MONTANA (CONTINUED): STAPLES FURNITURE SOLUTIONS STAPLES FURNITURE SOLUTIONS Office Solutions & Services (OS2) 7021 Dorsey Rd 17187 N Lauren Park Dr, Ste 220 1020 North Ave West Hanover, MD 21076 Livonia, MI 48152 Montana Ofc Machines of Missoula Missoula, MT 59801 W.B. Mason Company M I N N ESOTA: 9420 Gerwig Way Cooper Office Supply NEBRASKA: Columbia, MD 21046 102 E Lincoln Ave All Makes Office Equipment Fergus Falls, MN 56537 3333 O St W.B. Mason Company Lincoln, NE 68510 1280 Landing Ln, Ste 5 Henricksen Westminster, MD 21157 1101 W River Pkwy, Ste 100 All Makes Office Equipment Minneapolis, MN 55415 2558 Farnam St MASSACHUSETTS: Omaha, NE 68131 Total Office Interiors STAPLES FURNITURE SOLUTIONS 129 Portland St 1233 W Country Rd E STAPLES OFFICE SOLUTIONS Boston, MA 02214 Arden Hills, MN 55112 4205 S 96th St Omaha, NE 68127 Union Office Interiors MISSISSIPPI: 226 Andover St Interior Elements LLC NEVADA: Wilmington, MA 01887 830 Wilson Dr, Ste A STAPLES FURNITURE SOLUTIONS Ridgeland, MS 39157 5401 Longley Lane, Ste 16-17 W.B. Mason Company Reno, NV 89511 647 Summer St MISSOURI: Boston, MA 02127 Benchmark Office Solutions, dba Westfall Commercial Furniture Samco Business Prod. 3900 Paradise Rd, Ste 266 W.B. Mason Company 3612 W Truman Blvd Las Vegas, NV 89169 1010 W Chestnut St Jefferson City, MO 65109 Brockton, MA 02301 NEW HAMPSHIRE: Contract Furnishings Inc W.B. Mason Company W.B. Mason Company 3129 Main St 8001 S Willow St 55 Falmouth Rd Kansas City, MO 64111 Manchester, NH 03103 Hyannis, MA 02601 Modern Business Interiors LLC NEW JERSEY: W.B. Mason Company 1023 Portwest Dr Business Environments LLC 272 W Cummings Park St Charles, MO 63303 7 Entin Rd Woburn, MA 01605 Parsippany, NJ 07054 STAPLES FURNITURE SOLUTIONS MICHIGAN: 1400 N Cambridge Ave Casey's Executive Interiors Interior Environments Kansas City, MO 64120 152 Route 22 West 48700 Grand River, Ste 250 Green Brook, NY 08812 Novi, MI 48374 STAPLES FURNITURE SOLUTIONS 8941 Springdale Ave STAPLES FURNITURE SOLUTIONS Interstate Office Interiors St. Louis, MO 63134 45 Cedar Lane 5116 S Sprinkle Rd Engelwood, NJ 07631 Portage, MI 49002 MONTANA: 360 Office Solutions STAPLES FURNITURE SOLUTIONS Kentwood Office Furniture Inc. 3676 Pierce Pkwy 163 Madison Ave, 3rd Floor 3063 Breton Rd SE Bilings, MT 59106 Morristown, NJ Grand Rapids, MI 49512 J2 Office Products W.B. Mason Company Kerr Albert Office Supply 700 Sunset Blvd 151 Heller Place 1121 Military St Kalispell, MT 59901 Bellmawr, NJ 08031 Port Huron, MI 48060 OMNIA REGION 4 1 RFP # 19-18 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 89 of 491 67 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: NEW JERSEY (CONTINUED): NEW YORK (CONTINUED): NEW YORK (CONTINUED): W.B. Mason Company STAPLES FURNITURE SOLUTIONS W.B. Mason Company 21 Commerce Dr 5793 Widewaters Pkwy, Suite 110 9396 River Rd Egg Harbor Twp, NJ 08234 Syracuse, NY 13214 Marcy, NY 13403 W.B. Mason Company 535 Secaucus Rd Secaucus, NJ 07094 W.B. Mason Company 21 Commerce Dr South Brunswick, NJ 08512 NEW MEXICO: Beck Total Office Interiors 606 W Amador Ave Las Cruces, NM 88005 Beck Total Office Interiors 8300 Jefferson St NE, Ste A Albuquerque, NM 87113 STAPLES FURNITURE SOLUTIONS 5941 Midway Park Blvd NE, Ste D Albuquerque, NM 87109 NEW YORK: Davies Office Refurbishings, Inc. 40 Loudonville Rd Albany,NY12204 Henricksen 1040 Ave of the Americas, 22nd Floor New York, NY 10018 Mid City Office Equipment Inc 2495 Main Street, Ste 240 Buffalo, NY 14214 Office Furniture Direct Inc 1240 Route 110 (Broad Hollow Road) Farmingdale, NY 11735 STAPLES FURNITURE SOLUTIONS 30 Broadway, 8th Floor New York, NY 10006 STAPLES FURNITURE SOLUTIONS 50 Methodist Hill Drive, Ste 1300 Rochester, NY 14623 Syracuse Business Center Inc, The 750 W Genesee St Syracuse, NY 13204 The Atlantic Group 45 W 45th St, 11th Floor New York, NY 10036 W.B. Mason Company 29 Mill St Albany, NY 12204 W.B. Mason Company 1160 Commerce Ave Bronx, NY 10462 W.B. Mason Company 53 West 23rd St, 10th Floor New York, NY 10010 W.B. Mason Company 2855 Broadway Cheektowaga, NY 14227 W.B. Mason Company 90 Nicon Ct Hauppauge, NY 11788 W.B. Mason Company 12 Jeanne Dr Newburgh, NY 12550 W.B. Mason Company 22 Veterans Lane Plattsburg, NY 12901 W.B. Mason Company 45 Vantage Point Dr, Bldg L Rochester, NY 14624 W.B. Mason Company 137 Main St Southampton, NY 11968 W.B. Mason Company 1200 State Fair Blvd Syracuse, NY 13209 W.B. Mason Company 150 Factory St Watertown, NY 13601 WB.Mason Company 379 Broad St Waverly, NY 14892 NORTH CAROLINA: Interior Elements LLC 800 West Hill St, Ste 404 Charlotte, NC 28208 Interior Elements LLC 1111-200 Haynes St Raleigh, NC 27604 STAPLES FURNITURE SOLUTIONS 5600 Seventy -Seven Cntr Dr, Ste 180 Charlotte, NC 28208 STAPLES FURNITURE SOLUTIONS 202 Centreport Dr Greensboro, NC 27409 STAPLES FURNITURE SOLUTIONS 1616 E Millbrook Rd, Ste 310 Raleigh, NC 27609 STAPLES FURNITURE SOLUTIONS 1133 Poplar Creek Rd Henderson, NC 27537 OHIO: Dupler Office 330 West Spring St, Ste 150 Columbus, OH 43215 Environments 4 Business 515 Euclid Ave, Ste 100 Cleveland, OH 44114 Environments 4 Business 3421 Ridgewood Rd, Ste 270 Fairlawn, OH 44333 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 90 of 491 68 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office. OHIO (CONTINUED): PENNSYLVANIA: PENNSYLVANIA FriendsOffice Benjamin Roberts LTD (CONTINUED): 4604 Salem Ave 240 North Prince St W.B. Mason Company Dayton, OH 45416 Lancaster, PA 17603 1819 John F Kennedy Blvd, Ste 226 Philadelphia, PA 19103 FriendsOffice 2300 Bright Rd Findlay, OH Office Furniture Source 2920 East Kemper Rd Cincinnati, OH 45241 Seagate Office Products Inc 1044 Hamilton Drive Holland, OH 43528 STAPLES FURNITURE SOLUTIONS 11590 Century Blvd, Ste 111 Cincinnati, OH 45246 STAPLES FURNITURE SOLUTIONS 4170 Highlander Pky, Ste 100 Richfield, OH 44286 STAPLES FURNITURE SOLUTIONS 700 Taylor Rd, Ste 100 Columbus, OH 43230 W.B. Mason Company 12985 Snow Rd Parma,OH 44130 OKLAHOMA: L&M Office Furniture 417 Hudburg Circle, Ste B Oklahoma City, OK 73108 L&M Office Furniture 4444 S 91 E Ave Tulsa, OK 74145 STAPLES FURNITURE SOLUTIONS 5100 N Brookline Ave, Ste 575 Oklahoma City, OK 73112 STAPLES FURNITURE SOLUTIONS 6031 S. 129th East Ave, Ste A Tulsa, OK 74137 OREGON: STAPLES FURNITURE SOLUTION 5441 NE 148th Ave, Ste 101 Portland, OR 97230 Cofco Group 2200 N American St Philadelphia, PA 19133 Mt Lebanon Office Equipment Co 1817 Banksville Rd Pittsburgh, PA 15216 Nittany Office Equipment 1207 S Atherton State College, PA 16801 Office Basics 22 Creek Circle Boothwyn, PA 08057 Office Service Company 1009 Tuckerton Ct Reading, PA 19603 STAPLES FURNITURE SOLUTIONS 100 Springrooke Blvd Aston, PA 19014 STAPLES FURNITURE SOLUTIONS Two Park Manor Dr Pittsburgh, PA 15205 Stone Office Equipment Inc 321 Pear St Scranton, PA 18505 W B Mason Company 9506 966 Postal Rd #100 Allentown, PA 18109 W B Mason Company 1640 E Pleasant Valley Blvd Altoona, PA 16602 W B Mason Company 1809 Pittsburgh Ave Erie, PA 16502 W B Mason Company 20 Ave C Leetsdale, PA 15056 W.B. Mason Company 123 Green Tree Rd Phoenixville, PA 19460 W.B. Mason Company 1751 Lincoln Highway North Versailles, PA 15137 W.B. Mason Company 110 S Beeson Ave Uniontown, PA 15401 W.B. Mason Company 3215 Espresso Way York, PA 17406 RHODE ISLAND: W B Mason Company 99 Bald Hill Rd #11 Cranston, RI 02920 SOUTH CAROLINA: Herald Office Solutions 832 Wade Hampton Blvd Greenville, SC 29609 Herald Office Solutions 3250 Tile Dr Charleston, SC 29405 Herald Office Solutions 127 Chesterfield Hwy Cheraw, SC 29520 Herald Office Solutions 801 N. Cashua Dr Florence, SC 29501 Herald Office Solutions 736 Broad St Sumter, SC 29150 Herald Office Solutions 909 Broadway St Myrtle Beach, SC 29577 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 91 of 491 69 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: SOUTH CAROLINA TEXAS: TEXAS (CONTINUED): (CONTINUED): Broussard Group Wilton's Officeworks Herald Office Solutions 4985 Eisenhauer RD, Ste 103 181 N Earl Rudder Fwy 110 E Roosevelt San Antonio, TX 78219 Bryan, TX 77805 Dillon, SC 29536 Herald Office Solutions 90 N Shorecrest Rd, Ste A Columbia, SC 29209 Interior Elements LLC 141F Pelham Drive, Ste 181 Columbia, SC 45840 STAPLES FURNITURE SOLUTIONS 300 Arbor Lake Drive Columbia, SC 29223 SOUTH DAKOTA: Office Elements 3820 N Potsdam Ave Sioux Falls, SD 57104 TENNESSEE: Office Interiors of Memphis 7891 Stage Hills Blvd., Ste 101 Memphis, TN 38133 STAPLES FURNITURE SOLUTIONS 7104 Crossroads Blvd, Ste 118 Brentwood, TN 37027 STAPLES FURNITURE SOLUTIONS 2158 Northgate Park Lane, Ste 216 Chattanooga, TN 37415 STAPLES FURNITURE SOLUTIONS 408 N Cedar Bluff Road, Ste 451 Knoxville, TN 37923 STAPLES FURNITURE SOLUTIONS 4575 Pleasant Hill Rd, Ste 104 Memphis, TN 38118 Synergy Business Environments CORE OFFICE INTERIORS 10300 Metric Blvd, Ste 200 Austin, TX 78758 Pioneer Contract Services 8090 Kempwood Dr Houston, TX 77055 Plano Office Supply 1405 E PLANO PARKWAY Plano, TX 75074 STAPLES FURNITURE SOLUTIONS 2230 Avenue J Arlington, TX 76006 STAPLES FURNITURE SOLUTIONS 1905 B Kramer Lane, Ste 800 Austin, TX 78758 STAPLES FURNITURE SOLUTIONS 15109 Shoshone Dr Corpus Christi, TX 78410 STAPLES FURNITURE SOLUTIONS 6400 Hollister Street Houston, TX 77040 STAPLES FURNITURE SOLUTIONS 4790 Regent Blvd, Ste 250 Irving, TX 75063 STAPLES FURNITURE SOLUTIONS 7353 Interstate Way San Antonio, TX 78219 Total Office Solutions 3615 Franklin Ave, #328 Waco, TX 76710 555 West Jackson Ave, Ste 303 Wilson Office Interiors Knoxville, TN 37902 1341 W Mockingbird Ln, Ste 110OW Dallas, TX 75247 Synergy Business Environments 800 6th Ave South, Ste 200 Nashville, TN 37203 UTAH: Inside Out Office Interiors Inc 479 S 700 E Salt Lake City, UT, 84104 MBI Business Designs 750 S 200 West Salt Lake City, UT 84101 STAPLES FURNITURE SOLUTIONS 1414 Gladiola St, Bldg 5 Ste 200 Salt Lake City, UT 84104 VERMONT: Magee Office Products 463 Route 12 S Randolph, VT 05060 W.B. Mason Company 805 Center Street Lyndonville, VT 05851 W.B. Mason Company 68 Nesti Dr South Burlington, VT 05403 VIRGINIA: Bassett Office Supply 2266 Fairystone Park Highway Bassett, VA 24055 Office Environments International 2700 S Quincy St, Ste 320 Arlington, VA Smarter Interiors by Ball Office 2100 Westmoreland St Richmond, VA 23230 STAPLES FURNITURE SOLUTIONS 3957 Westerre Parkway, Ste 208 Richmond, VA 23233 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 70 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 92 of 491 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: VIRGINIA (CONTINIUS113): NT WISCO IN (CO INUED): The Supply Room Emmons Business Interiors 8006 West Broad Street 4604 Hammersley Rd Richmond, VA 23294 Madison, WI 53711 The Supply Room 216 Business Park Dr Virginia Beach, VA 23462 W.B. Mason Company 1620 S Loudoun St Winchester, VA 22601 Workplace Solutions Inc 317 Village Rd, Ste 103 Virginia Beach, VA 23454 WASHINGTON: Commercial Office Interiors 2601 4th Avenue, Ste 700 Seattle, WA 98121 Kershaws Inc. 119 S Howard Street Spokane, WA 99201 STAPLES FURNITURE SOLUTIONS 4510 Frontage Road NW, Ste 102 Auburn, WA 98001 Tri County Office Interiors 1205 Commercial St Bellingham, WA 98225 WISCO IN: Eau Claire Business Interiors 2224 Mercantile Dr Eau Claire, WI 54703 Emmons Business Interiors N115 W18500 Edison Dr Germantown, WI 53022 Emmons Business Interiors 200 Main St, Ste 105 La Crosse, WI 54601 Emmons Business Interiors 3323 S 32nd St Sheboygan, WI 53081 Emmons Business Mteriors 22 West Davenport St Rhinelander, WI 54501 Henricksen 3070 Gateway RcNT Brookfield, WI 53045 Henricksen 5202 Eastpark Blvd, Ste 102 Madison, WI 53718 STAPLES FURNITURE SOLUTIONS 3111A Market St Green Bay, WI 54304 STAPLES FURNITURE SOLUTIONS 5485 Express Circle Madison, WI 53704 STAPLES FURNITURE SOLUTIONS 120 Opus Dr Oak Creek, WI 53154 ALBERTA: CDI Spaces 9319-47 St Edmonton, ABT613 2R7 Corporate Business Equipment 928 Allowance Ave Medicine Hat, ABT1A 3G7 STAPLES FURNITURE SOLUTIONS 2151 32nd Street NE, Ste 50 Calgary, ABT1Y 7G3 STAPLES FURNITURE SOLUTIONS 4990 92nd Ave Edmonton, ABT613 2W1 WILLIAM MORRIS OFFICE SOLUTIONS 19-2701 16 ST SE CALGARY, ABT2G 3R4 BRITISH COLUMBIA: STAPLES FURNITURE SOLUTIONS 1125 Vernon Dr Vancouver, BCV6A 3P5 NO A SCOTIA: STAPLES FURNITURE SOLUTIONS 2 Royles Ave Dartmouth, NSB3B 2E5 O ARIO: Nua Office Inc 73 Breezehill Avenue, North Ottawa, ONK1Y 21-16 Nua Office Inc (Toronto) 366 Adelaide St, Ste 150 Toronto, ONM5A 1R7 STAPLES FURNITURE SOLUTIONS 50 Washburn Dr. Kitchener, ONN2R 1S2 STAPLES FURNITURE SOLUTIONS 550 Pendant Dr Mississauga, ONL5T 2W6 QUEBEC: Nua Office Inc 370 Joseph Carrier Vaud reuil-Dorion, QCJ7V 5V5 STAPLES FURNITURE SOLUTIONS - 1616 Eiffel Boucherville, QCJ4B 8N3 STAPLES FURNITURE SOLUTIONS 850 DesRocailles Quebec City, QCG2J 1A5 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 93 of 491 71 Allsteel' Appendix D I Location of Support Centers C. Number and location of support centers (if applicable) and location of corporate office: GUNLOCKE ONLY DEALERS Business Interiors 1111 Valley View Ln Irving, TX 75061 CHL Business Interiors Inc. 801 17th St. NW Washington, DC 20006 EvensonBest LLC 641 6th Ave #6 New York, NY 10011 G & M Business Interiors 1099 W. La Cadena Dr Riverside, CA 92501 JMJ Corporation 7910 W. Broad St. Richmond, VA 23294 MOI Inc. 1801 Porter St, Suite 100 Baltimore, MD 21230 Navajo Office Products 1200 S. Taylor St. Amarillo, TX 79101 New Day Office Furnishings 1000 Bowen Pkwy Suffolk, VA 23435 Officewise Furniture 1301 13th St. Lubbock, TX 79401 PMC Commercial Interiors 3000 Perimeter Park Dr. Morrisville, NC 27560 Price Modern LLC 2604 Sisson St. Baltimore, MD 21211 Spaces Group 7760 Trinity Rd #106 Cordova, TN 38018 Systems Source 4685 MacArthur Court, Suite 100 Newport Beach, CA 92660 Tangram Interiors 9200 Sorensen Ave. Santa Fe Springs, CA 90670 Wilton's Office Works 181 N. Earl Rudder Fwy Bryan, TX 77802 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 72 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 94 of 491 Allsteel' Appendix D I Exhibit A I Dunn & Bradstreet &*� Printed By:Kelsey Cortez DNBi Risk Management Date Printed:March 29, 2019 Disclaimer: The software and information ("Services") accessed herein were developed exclusively at private expense, and are proprietary to Dun & Bradstreet, Inc., and its affiliates and subsidiaries (collectively, "D&B"), and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense. If the Customer accessing the Services is part of the executive, legislative orjudicial branches of the U.S. Federal Government, the Services contained herein are a Commercial Item as that term is defined in FAR 2.101, and are comprised of Technical Data, Computer Software and Computer Software Documentation as those terms are defined in FAR 52.227-14(a) and DFAR 252.227-13. Customer's rights to use the Services are as described in the government contract signed between D&B and the Government. Under no circumstances will the Customer accessing the Services have greater rights in the Services provided hereunder than "Limited Rights" as that term is defined in FAR 52.227-14 (ALT II) and DFAR 252.227-7013(f) and "Restricted Rights" as that term is defined in FAR 52.227-14 (ALT III) and DFAR 252.227-7014(f), respectively. Live Report: ALLSTEEL INC. D-U-NS@ Number: 12-031-6711 Trade Names: (SUBSIDIARY OF HNI CORPORATION, MUSCATINE, IA) Endorsement/Billing Reference: cortezk@allsteeloffice.com D&B Address Added to Portfolio: 01103/2017 Address 2210 Second Ave Location Type Headquarters (Subsidiary) Last View Date: 03/29/2019 Muscatine, IA, US-52761 Web www.cros.allsteeloffce.com/contact- Endorsement: cortezk@allsteeloffce.co Phone 563272-4800 us m Fax Company Summary Currency: Shown in USD unless otherwise indicated Score Bar PAYDEX@ 78 Paying 3 days past due Commercial Credit Score /k V 88 Low to Moderate Risk of severe payment Percentile delinquency. Financial Stress Score National A Percentile R� 54 Moderate Risk of severe financial stress. D&B Viability Rating 3 2 B View More Details Bankruptcy Found No D&B Rating 1 R3 1 R indicates 10 or more Employees, Credit appraisal of 3 is fair Detailed Trade Risk Insight ................................... .............................. . Days Beyond Terms Past 3 Months 1 Days Dollar -weighted average of 23 payment experiences reported from 19 Companies Recent Derogatory Events i OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 95 of 491 73 Allsteel' Appendix D I Exhibit A I Dunn & Bradstreet Detailed Trade Risk Insight'" D&B. Viability Rating .............................................. ................. .. .. . ........ Days Beyond Terms Past 3 Months 1 Viability Score: 3 Days Dollar -weighted average of 23 payment di experiences reported from 19 Companies A L Portfolio Comparison: 2 Recent Derogatory Events Jan-19 Feb-19 Mar-19 Placed for Collection B Data Depth Indicator: B Bad Debt Written Off - - - ZCompany Profile: Z Corporate,Linkage � Subsidiary This is a Headquarters (Subsidiary) location D&B Company,Overview ALLSTEEL INC. Muscatine, IA This is a headquarters (subsidiary) location D-U-N-S® Number 12-031-6711 The Parent Company is Branch(es) or Division(s) exist Y HNI CORPORATION Chief Executive JEFF LORENGER, IA D-U-N-S® Number 00-526-9709 FIRES Year Started 1912 Employees 1600 (140 Here) Financing SECURED The following data includes both open and closed filings sic 2522 found in D&B's database on this company. Line of business Mfg office furniture - Record Type Number of Most Recent nonwood Records Filing Date NAICS 337214 Bankruptcies 0 History Status CLEAR Judgments 0 Liens 0 Suits 0 - First Rain Company News UCCs 8 05/06/15 r This Company is not currently tracked for Company The public record items contained herein may have been News paid, terminated, vacated or released prior to todays date. Powered by FirstRain Predictive Scores Currency: Shown in USD unless otherwise indicated E D&.B Viability.Rating Summary............................................................................................................................................ The D&B Viability Rating uses D&B's proprietary analytics to compare the most predictive business risk indicators and deliver a highly reliable assessment of the probability that a company will go out of business, become dormantlinactive, or file for bankruptcy/insolvency within the next 12 months. The D&B Viability Rating is made up of 4 components: OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 96 of 491 74 Allsteel' Appendix D I Exhibit A I Dunn & Bradstreet 346 Viability Score Lowest Risk:1 Highest Risk:9 Compared to All US Businesses within the D&B Database: • Level of Risk: Low Risk • Businesses ranked 3 have a probability of becoming no longer viable: 3 % • Percentage of businesses ranked 3: 15 % • Across all US businesses, the average probability of becoming no longer viable: 14 % 2 Portfolio Comparison 2 p Lowest Risk:l Highest Risk:9 Compared to All US Businesses within the same MODEL SEGMENT: • Model Segment : Established Trade Payments • Level of Risk: Low Risk • Businesses ranked 2 within this model segment have a probability of becoming no longer viable: 3 % • Percentage of businesses ranked 2 with this model segment: 16 % • Within this model segment, the average probability of becoming no longer viable: 5 % on Data Depth Indicator Predictive Data:A Descriptive Data:G Data Depth Indicator: V Rich Firmographics V Extensive Commercial Trading Activity J Basic Financial Attributes Greater data depth can increase the precision of the D&B Viability Rating assessment. Company Profile Subsidiary This information may not be reproduced in whole or in part by any means of reproduction. Disclaimer: The software and information ("Services") accessed herein were developed exclusively at private expense, and are proprietary to Dun & Bradstreet, Inc., and its affiliates and subsidiaries (collectively, "D&B"), and may include copyrighted works, trade secrets, or other materials created by D&B at great effort and expense. If the Customer accessing the Services is part of the executive, legislative or judicial branches of the U.S. Federal Government, the Services contained herein are a Commercial Item as that term is defined in FAR 2.101, and are comprised of Technical Data, Computer Software and Computer Software Documentation as those terms are defined in FAR 52.227-14(a) and DFAR 252.227-13. Customer's rights to use the Services are as described in the government contract signed between D&B and the Government. Under no circumstances will the Customer accessing the Services have greater rights in the Services provided hereunder than "Limited Rights" as that term is defined in FAR 52.227-14 (ALT II) and DFAR 252.227-7013(f) and "Restricted Rights" as that term is defined in FAR 52.227-14 (ALT III) and DFAR 252.227-7014(f), respectively. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 75 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 97 of 491 Appendix D I Exhibit B Administrative Agreement Example Allsteel' Appendix D I Exhibit B EXHIBIT B ADMINISTRATION AGREEMENT, EXAMPLE I:17U I lei ki 0.1". 014AF.T44 R 0101137 1 oleo I THIS ADMINISTRATION AGREEMENT (this "Agreement') is made this _ day of 20_, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners, Public Sector"), and ("Supplier"). RECITALS WHEREAS, the (the "Principal Procurement Agency") has entered into a Master Agreement effective , Agreement No , by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the "Master Agreement'), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of (the "Product'); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, "Public Agencies"), that register (either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public Agency") may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. Requirements for National Cooperative Contract Page 25 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 99 of 491 77 Allsteel' Appendix D I Exhibit B TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a dealer, re -marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners, Public Sector shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR'S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 — 8 and 12 — 23, hereof and the Requirements for National Cooperative Contract Page 26 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 100 of 491 78 Allsteel' Appendix D I Exhibit B indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 9. Supplier's failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector's sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program by either registering on the OMNIA Partners, Public Sector website(www.omniaoartners.com/Dublicsector)._or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency's first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such party's logo (each, the "Logo") solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party's Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party's Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party's Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party's Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An "Administrative Fee" shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three percent (3%) ("Administrative Fee Percentage") multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. Requirements for National Cooperative Contract Page 27 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 101 of 491 79 Allsteel' Appendix D I Exhibit B 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 10 day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector's sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector -at the frA.1„a^cy �� :: 0;,✓i 1. 13, ul;:,.:,, within 30 days of calendar month end, for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector's sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector's sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. hi addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier's monthly reports. hi the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector's reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector's costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners, Public Sector's rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector's sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of Requirements for National Cooperative Contract Page 28 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 102 of 491 80 Allsteel' Appendix D I Exhibit B OMNIA Partners, Public Sector, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, Public Sector. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 B. Supplier: Allsteel Inc. 2210 Second Ave. Muscatine. IA 52761 20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. Requirements for National Cooperative Contract Page 29 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 103 of 491 81 Allsteel' Appendix D I Exhibit B [INSERT SUPPLIER ENTITY NAME] Signature Eric Schroeder Name VP, Finance Title Date NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION DB/A OMNIA PARTNERS, PUBLIC SECTOR Signature Sarah Vavra Name Sr. Vice President, Public Sector Contracting Title Date Requirements for National Cooperative Contract Page 30 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 104 of 491 82 Appendix D I Exhibit F Federal Funds Certifications Allsteel Appendix D I Exhibit F I Federal Funds Certifications EXHIBIT F FEDERAL FUNDS CERTIFICATIONS FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned. DEFINITIONS Contract means a legal instrument by which a non —Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non —Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract. Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass -through entity and a non —Federal entity that, consistent with 31 U.S.C. 6302-6305: (a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass -through entity to the non —Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass -through entity's direct benefit or use; (b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass -through entity and the non —Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include: (1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only: (i) Direct United States Government cash assistance to an individual; (ii) A subsidy; (III) A loan; (iv) A loan guarantee; or (v) Insurance. Federal awarding agency means the Federal agency that provides a Federal award directly to a non —Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section: (a)(1) The Federal financial assistance that a non —Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability; or (2) The cost -reimbursement contract under the Federal Acquisition Regulations that a non —Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability. (b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost - reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. Non —Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient. Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: (a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and Requirements for National Cooperative Contract Page 36 of 45 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 106 of 491 Appendix D I Exhibit F I Federal Funds Certifications (c) Uses net proceeds to maintain, improve, or expand the operations of the organization. Obligations means, when used in connection with a non —Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non —Federal entity during the same or a future period. Pass -through entity means a non —Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program. Recipient means a non —Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients. Simplified acquisition threshold means the dollar amount below which a non —Federal entity may purchase property or services using small purchase methods. Non —Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $150,000, but this threshold is periodically adjusted for inflation. (Also see definition of§ 200.67 Micro -purchase.) Subaward means an award provided by a pass -through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass -through entity considers a contract. Subrecipient means a non —Federal entity that receives a subaward from a pass -through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable, when federal funds are utilized on a project. It is the responsibility of the authorized Participating Agenc�to notify the Vendor if federal funds will be utilized to procure items under this contract and/or purchase order prior to Vendor s acceptance of the order. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A)Jhe ipating Agency expends federal funds, the Participating Agency reserves all rights and privileges under thregulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree? YES Initials of Authorized Representative of offeror (B) Termination for cause by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Pa ' ating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agr n, excess of $10,000 resulting from this procurement process in the event of a breach or default of the agree Of etailed in the terms of the contract. Does offeror agree? YES Initials of Authorized Representative of offeror (C) Equal Employment Oppo nity. pt as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 Requirements for National Cooperative Contract Page 37 of 55 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 107 of 491 Appendix D I Exhibit F I Federal Funds Certifications CFR 12319,12935, 3 CFR Part, 1964.1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employme rtunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participatin a ends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporate ref erein. Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) Davis -Bacon Act, as amended (40 U.S.C. 31 -314 . en required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146.3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspecteRree tions to the Federal awarding agency. Pursuant to Federal Rule (D) aipating Agency expends federal funds during the term of an award for all contracts and subgrantsfarcoseror will be in compliance with all applicable Davis -Bacon Act provisions. Does offeror agree? YES Initials of Authorized Representative of offeror (E) Contract Work Hours and Act (40 U.S.C. 3701.3708). Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. , Pursuant to Federal Rule (E) above, w pating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisio a ntract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency r s this procurement process. Does offeror agree? YES Initials of Authorized Representative of offeror IF) Rights to Inventions Mad d Contract or Agreement. If the Federal award meets the definition of "funding agreement' under 37 CFR 2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprof organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding a4above,e Pursuant to Federal Rule funds are expended by ParticipatingAgency, the offeror certifies that during the term of an award for ting Agency resulting from this procurement process, the offeror agrees to comply with all applicable ed in Federal Rule (F) above. Does offeror agree? YES Initials of Authorized Representative of offeror Requirements for National Cooperative Contract Page 38 of 55 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 108 of 491 Appendix D I Exhibit F I Federal Funds Certifications (G) Clean Air Act (42 U.S.C. 7401.7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251.1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251.1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA) Pursuant to Federal Rule (G)?5k1( fed I funds are expended by Participating Agency, the offeror certifies that during the term of an award for all i ting Agency member resulting from this procurement process, the offeror agrees to comply with all appas referenced in Federal Rule (G) above. Does offeror agree? YES 1%j Initials of Authorized Representative of offeror (H) Debarment and Suspension (ExecutivdMrders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order12549. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, prop d arment, declared ineligible, or voluntarily excluded from participation by any federal department or agencyAt( the o r tify the Participating Agency. Does offeror agree? YES Initials of Authorized Representative of offeror (1) Byrd Anti -Lobbying Am.C. 1352)—Contractors that apply or bid for an award exceeding $100,000must file the required certier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, 'Disj4eye Form to Report Lobbying", in accordance with its instructions. (3) The undersigned shall require tha n a of this certification be included in the award documents for all covered sub -awards exceeding $100,000 in F de ds tall appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does offeror agree? YES / // I A Initials of Authorized Representative of offeror // RECORD RETE1difC)N REQ I MENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that Requirements for National Cooperative Contract Page 39 of 55 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 109 of 491 Appendix D I Exhibit F I Federal Funds Certifications offeror will retain all records as submit final expenditure reports Does offeror agree? YES CERTIFICATI C6 When Participating Agency expends fede it will comply with the mandatory st conservation plan issued in com Does offeror agree? YES CERT § 200.333 for a period of three years after grantees or subgrantees financial reports, as applicable, and all other pending matters are closed. Initials of Authorized Representative of offeror LE WITH THE ENERGY POLICY AND CONSERVATION ACT Is tv any contract resulting from this procurement process, offeror certifies that 4�Folicies relating to energy efficiency which are contained in the state energy Energy Policy and Conservation Act (42 U.S.C. 6321 at seq.; 49 C.F.R. Part 18), Initials of Authorized Representative of offeror COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that when requested prior to offeror's acceptance of an order, offeror will certify individual 45 products comply to plicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver w' r t s ific products to any Participating Agency upon request. Purchases made in accordance with the Bu st still follow the applicable procurement rules calling for free and open competition. Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFIWION OF ACCESS TO RECORDS — 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of th gency or any of their duly authorized representatives shall have access to any documents, papers, or other records o a e pertinent to offeror's discharge of its obligations under the Contract for the purpose of making audits, exa na x rpts, and transcriptions. The right also includes timely and reasonable access to offeror's personnel for the p w and discussion relating to such documents. Does offeror agree? YES Initials of Authorized Representative of offeror � � 1 ERTIFI N OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all dealeZfra s pursuant to the Contract shall be bound by the foregoing terms and conditions. Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to complyand local laws, rules, regulations and ordinances, as applicable. It is further acknowledged thapliance with all provisions, laws, acts, regulations, etc. as specifically noted above. Offeror's Name: Allsteel Inc. Address, City, State, and Zip Code: 2210 Second Ave., Muscatine, IA 52761 Phone Number: 563.272.4800 Fax Number: Printed Name and Title of Authorized Representative: Eric Schroeder. VP, Finance Email Address: allsteelgovcontracts@allsteeloffice.cW _ ��C Signature of Authorized Representative! � Date: h 4- �-1 Requirements for National Cooperative Contract Page 40 of 55 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 110 of 491 Appendix D I Exhibit G Doc #1 Ownership Disclosure Form Allsteel Allsteel' Appendix D I Exhibit G I Doc #1 DOC #1 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name: Allsteel Inc. Street: 2210 2nd Avenue City, State, Zip Code: Muscatine, IA 52761 Complete as appropriate: I certify that I am the sole owner of that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52.25-24.2 do not apply. OR: I a partner in do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation's stock or the individual partners owning 10% or greater interest in that partnership. OR: I _Eric Schroeder , an authorized representative of _Allsteel Inc a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation's stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owninq 10% or more interest, indicate none.) Name Address Interest HNI Corporation owns 100% of the stock in Allsteel Inc. State Farm, One State Farm Plaza, Bloomin ton, IL 61710 and BlackRock Inc., 55 East 52 Street, New York, NY 10055, each own or more of the stock in HNI Corporation, a publicly traded company (NYSE). I further certify that the statements and information contained hEuthorized lete and correct to the best of my knowledge and belief., 3 -u; -a� VP, Finance Date nature and Title Requirements for National Cooperative Contract Page 42 of 55 OMINIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 112 of 491 90 Appendix D I Exhibit G, Doc #2 Non -Collusion Affidavit Allsteel Allsteel' Appendix D I Exhibit G I Doc #2 DOC #2 NON -COLLUSION AFFIDAVIT Company Name: Allsteel Inc. Street: 2210 2nd Avenue City, State, Zip Code: Muscatine, IA 52761 State of Iowa County of Muscatine 1, Eric Schroeder of the City of Muscatine Name City in the County of Muscatine . State of Iowa of full age, being duly sworn according to law on my oath depose and say that: I am the VP, Finance of the firm of Allsteel Inc. Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fi establish ai or selling agencies maintained by Allsteel Inc. Company Name zed Signature & Title Subscribe and sworn ��/+e�fore lme ssnOE7this day of 20 Commission Number 81254 _ My Commission Expires wP June 4,2022 ary ublic of My commission expires l;io 20 ?- SEAL DOC #3 Requirements for National Cooperative Contract Page 43 of 45 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 114 of 491 92 Appendix D I Exhibit G, Doc #3 Affirmative Action Affidavit Allsteel Allsteel' Appendix D I Exhibit G I Doc #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, CA27) Company Name: Allsteel Inc. Street: 2210 2nd Avenue City, State, Zip Code: Muscatine, IA 52761 Proposal Certification: Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR 2. A photo copy of their Certificate of Emplovee Information Report OR 3. A complete Affirmative Action Emplovee Information Report (AA302) Public Work — Over $50,000 Total Proiect Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the B. Approved Federal or New Jersey Plan — certificate enclosed I further certify that the statements and information contained herein, are complete and correct to e bes Jf no ge and belief. i Eric Schroeder, VP, Finance Date Authorized Signature and Title Requirements for National Cooperative Contract Page 44 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 94 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 116 of 491 Allsteel' Appendix D I Exhibit G I Doc #3 DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT. PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job -related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these Requirements for National Cooperative Contract Page 45 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 117 of 491 95 Allsteel' Appendix D I Exhibit G I Doc #3 regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). Signature of Procurement Agent Requirements for National Cooperative Contract Page 46 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 118 of 491 96 Allsteel Appendix D I Exhibit G I Required Affirmative Action Evidence rorm:-\.u-, 51Aft OF NtW JtK3IzY Rev. 1 I I 1 Division of Purchase & Property Contract Compliance Audit Unit EEO Monitoring Program EMPLOYEE INFORMATION REPORT IMPORTANT -READ INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM. FAILURE TO PROPERLY COMPLETE THE ENTIRE FORM AND TO SUBMIT THE REQUIRED $150A0 FEE MAY DELAY ISSUANCE OF YOUR CERTIFICATE. DO NOT SUBMIT EEO -I REPORT FOR SECTION 8, ITEM 11. For Instructions on completing the form, go to�. htto/;_ stme.ni. W/trea sury/contractcompllancerpdfjaa302ins.pcit SECTION A - COMPANY IDENTIFICATION I FID NO OR SOCIAL SE(UR M' 1 2 TYPE OF BUSINESS 3. TOTAL NO EMPLOYEES IN THE ENTIRE 36-0717079 t O FG ❑lL2.OER OTHER Q 3 WHOLESALE COMPANY 73 0 a C'OMP.ANYNAME 5 STREET^L -2/ CITY COUNTY STATE ZIP CODE 11 cJ� fi��r J`01441/7 -il s z -7(0 1 fi_ N.A)IIEOFP-ILRENTOR;IFFILIATEDCOMPAN�-(IFNONF..SOINDICATF.) CITY STATE ZIP CODE N 1 /MUJ�-IZ47 _ --e 14 S27(Q l 7. CHECK ONE. IS THE COMPANY 11 SINGLE-ESTABI.ISHMENTENIPLOYER a✓.�tti LTt-ESTABLISI Ih1ENT EMPLOYER R IF MULTI-FST.ABLESHNIENf FMPI.OYER STATE fHE NUMBER OF YSFABLISHNIENI'S IN NJ 91 TOTAL NUMBER OF EMPLOYEES AT ESTABLISHMENT WHICH HAS BEEN AWARDED THE CONTRACT In Print TC AIiFNCY AWARDING CONTRACT CITY COINT\" STATE ZIP CODE pNf[ial Use Onto i DATE RECEIVFD rALTr DATE I .-\SSIGNED CER DFI(.\]ION%I.'MEIER SEfTION R - EMPL.OVMENT DATA 11. Report aB pemwrem. tempoea .,it pan -non• employees ON YOl1R OWN PAIROLL. Emer —ust those the appropriue figures 9n all lines and in allcohmnas Where there ace employ a panierdar category. enter a zem. ❑,d,,de ALems I. ploy . jin nmmnrc non-uunonty cm,,g. ies. , colwms 1. 2. & 3. DONOTS"fT ANEEO-I REPORT fJAPlO`EES Pc ........ ............................ ..FEMALE'......,...w —...... JOB L I COL 2 COL CATEGORIES TOTAL NI ALE FEMALE Mom AMER. NON ;L\IER_ NON 1 C'ols_.Vc ) BLACK HISPANIC LNDt--\N ASI.A(v NUN. BLACK HJSPA7JlC LS1DL-\T+ ASLAN NIVi M Wfidals/ anagers 1 S 3 / 03 �� I l a I9 © 1-D �-1 ' -1! Professionals 1 b 0 '7 Z b!5 3 L{ ID I 1 t o O I e o Technicians S 1 S Z 5 l0 D 0 "LA t7 a r� �� c") S Sales workers 11�1 UPI ��j_ D e!� A •v (7) l -7 O �7l Office & Clerical Gl % 2` I 2-`11 /D� (/ v /Z 1 `I 1 �S' L Crawoed) ers SLQ S �l 'L (Skilled) 0 �- Operatives '7 -7 [Semi -skilled) 1(3z ►D t"1� /�( 1 V1a ►�V 3 �I� G� ` �� �� I �'g 1 1 ) S-� � Q Lalsorers �.5 10 - - - — (Unskilled) -- - - Service Workers '-7 U-T/q v �(� /l (/ L �ry� TOTAL 1_11-7 IL '3 II -1 ',/y�(� r\U IlJ� 1 /-1 lJ1 I-7 ('iv \V,CJI Total employment From previous Report(if ant Temporary &iart- The data belol\ shall No f be incluc ed in t 1e figiues ` for the appropria a categories above. Time Employees I I I I I I 11 HOW WASI.tiFUR\LA TN AS TO RACE OR ETHNIC GROUP IN SECTION B OBTAINED' I Yi"m1 Sun er E uplovainit Reconf Other CSI—fy) I I IS THIS THE FIRST Employee Infomtalion 11. IF NO. DATE LAST REPORT SUBMFFFED ❑ ❑3 Rcpnn Snhmiff dP MC. DAY YEA@J I3 DATESOF PATROLI PERIO USED Fccnn: -7 I / To / L-(� 1 1'ES }/ 2.NOr . `•! C / l r _I / IC SECTION CSIGNATURE AND IDENTIFICATION 16. NAME OF PERSON COMPLETING FORM (Prat or TYPO SIGNATI:RE a TITLE DATE h10 DAYYF_dR 1291 1 17 ADDRESS NO X 4TREET C ln' CfT'TY STATE ZIP C'ODk PHONE (AREA CODE.. NO -EXTENSION) OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 97 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 119 of 491 Allsteel Appendix D I Exhibit G I Required Affirmative Action Evidence Certificate Number Registration Date: 11/23/2017 653801 THE sr Expiration Date: 11/22/2019 y �w U tom/ State of New Jersey Department of Labor and Workforce Development Division of Wage and Hour Compliance Public Works Contractor Registration Act Pursuant to N.J.S.A. 34:11-56.48, et seq. of the Public Works Contractor Registration Act, this certificate of registration is issued for purposes of bidding on any contract for public work or for engaging in the performance of any public work to: 210,17 Responsible Representative(s): Responsible Representative(s): Brandon T. Sieben, President Eric Schroeder, Vice -President Michael Collier, Vice -President Ar' Aaron R. Fichtner, Ph.D., Commissioner Department of Labor and Workforce Development This certificate may not be transferred or assigned NON TRANSFERABLE and may be revoked for cause by the Commissioner of Labor and Workforce Development. OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 98 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 120 of 491 Allsteel' Appendix D I Exhibit G I Required Affirmative Action Evidence Allsteel` October 29, 2019 NJ Dept of Labor and Workforce Development Division of Wage and Hour Compliance 1 John Fitch Plaza, 3111 Floor Trenton, NJ 08611 RE: Allsteel renewal Application for Public Works Contractor Registration for Certificate Number 653801 To Whom It May Concern Enclosed is Allsteel's completed renewal Application for Public Works Contractor Registration along with check #3057678 in the amount of $500.00 for the two-year renewal fee. If you have any questions, please do not hesitate to contact me at 563-316-9655 or allsteelgovcontracts(cDal Isteeloffice.com. Sincerely,, C�t�ru2 Cindy Hermann Public Sector Contract Analyst Enclosures OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 99 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 121 of 491 Appendix D Exhibit G, Doc #4 Political Contribution Disclosure Form Allsteel Allsteel' Appendix D I Exhibit G I Doc #4 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (httD://www.ni.2ov/dca/divisions/dles/resources/lfns 2006.htm1). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair and open" process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the "County PCD Forms" link on the Pay -to -Play web site at httD://www.ni.2ov/dca/divisions/dles/_Droffams/1_ncl.html#12. They will be updated from time -to -time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county -based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d. The form may be used "as -is", subject to edits as described herein. e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at htto://www.ni.Qov/dca/divisions/dles/resources/ifns 2006.htm11. A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. Requirements for National Cooperative Contract Page 47 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 123 of 491 101 Allsteel' Appendix D I Exhibit G I Doc #4 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A- 20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to: • any State, county, or municipal committee of a political party • any legislative leadership committee' • any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office: 0 of the public entity awarding the contract 0 of that county in which that public entity is located 0 of another public entity within that county 0 or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following: • individuals with an "interest' ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, "a contribution by that person's spouse or child, residing therewith, shall be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. Requirements for National Cooperative Contract Page 48 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 124 of 491 102 Allsteel' Appendix D I Exhibit G I Doc #4 ` N.J.S.A. 19:44A-3(s): "The term 'legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures." Requirements for National Cooperative Contract Page 49 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 125 of 491 103 Allsteel' Appendix D I Exhibit G I Doc #4 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I — Vendor Information Vendor Name: I Allsteel Inc. Address: 12210 2nd Avenue J City: I Muscatine I State: IA Zip: 52761 The undersigned being authorized to certify, hereby certifies that the submission provided herein represents co nce with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Ins uctio s anying this form. Eric Schroeder VP, Finance Si atu Printed Name Title Part II — Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Requirements for National Cooperative Contract Page 50 of 55 Dollar Amount $ I I I I I I I I I OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 104 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 126 of 491 Allsteel' Appendix D I Exhibit G I Doc #4 DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY - BASED, CUSTOMIZABLE FORM. Requirements for National Cooperative Contract Page 52 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 105 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 127 of 491 Appendix D I Exhibit G, Doc #5 Stockholder Disclosure Certification Allsteel Allsteel' Appendix D I Exhibit G I Doc #5 Name of Business: 0 1 certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR ® 1 certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: Partnership OCorporation 13Sole Proprietorship ❑Limited Partnership OLimited Liability Corporation OLimited Liability Partnership OSubchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: HNI Corporation Name: Home Address: 600 East Second Street Home Address: Muscatine, IA 52761 Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Su cr�bed id sworn before me this day of 0� (Affiant) (Notary Publl YA Eric Schroeder, VP, Finance 1 My Commission expires: - 1%W— (Print name & title of affiant) / (Corporate Seal) hrs+� m SHANNON,L LEWIS o Commission Number 817254 z My Commission Expires ova June 4, 2022 Requirements for National Cooperative Contract Page 53 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 107 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 129 of 491 Appendix D I Exhibit G, Doc #6 Certification of Non - Involvement in Prohibited Activities in Iran Allsteel' Appendix D I Exhibit G I Doc #6 DOC #6 Certification of Non -Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 — 56(e) (3)), is listed on the Department of the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 — 56(f). Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non -Involvement in Prohibited Activities in Iran here: httD://www.state.ni.us/humanservices/dfd/info/standard/fdc/disclosure investmentact.Ddf. Offerors should submit the above form completed with their proposal. Requirements for National Cooperative Contract Page 54 of 55 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 109 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 131 of 491 Allsteel' Appendix D I Exhibit G I Doc #6 Quote Number: STATE OF NEW JERSEY -- DIVISION OF PURCHASE AND PROPERTY DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN Solicitation Number 19-18 Bidder/Offeror: Allsteel Inc. PART 1: CERTIFICATION BIDDERS MUST COMPLETE PART 1 BY CHECKING EITHER BOX. FAILURE TO CHECK ONE OF THE BOXES WILL RENDER THE PROPOSAL NON -RESPONSIVE. Pursuant to Public Law 2012, c. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must complete the certification below to attest, under penalty of perjury, that neither the person or entity, nor any of its parents, subsidiaries, or affiliates, is identified on the Department of Treasury's Chapter 25 list as a person or entity engaging in investment activities in Iran. The Chapter 25 list is found on the Division's website at http�L/www state.ni.us/treasury/purchase/p f/Chapter25List_.pdf. Bidders must review this list prior to completing the below certification- Failure to complete the certification will render a bidder's proposal non -responsive. If the Director finds a person or entity to be in violation of law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party PLEASE _CHECK T_HE_APPROPRIATE BOX: I certify, pursuant to Public Law 2012, c. 25, that neither the bidder listed above nor any of the bidder's parents, subsidiaries, or affiliates is listed on the N.J. Department of the Treasury"s list of entities determined to be engaged in prohibited activities in Iran pursuant to P L. 2012, c. 25 ("Chapter 25 List"). I further certify that I am the person listed above, or I am an officer or representative of the entity listed above and am authorized to make this certification on its behalf. I will skip Part 2 and sign and complete the Certification below. OR I am unable to certify as above because the bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on ❑ the Department's Chapter 25 list. I will provide a detailed, accurate and precise description of the activities in Part 2 below and sign and complete the Certification below. Failure to orovide such will result in the or000sal being_ rendered as non- responsive and appropriate penalties, fines and/or sanctions will be assessed as provided by law. PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRAN You must provide a detailed, accurate and precise description of the activities of the bidding person/entity, or one of its parents, subsidiaries or affiliates, engaging in the investment activities in Iran outlined above by completing the boxes below. EACH BOX WILL PROMPT YOU TO PROVIDE INFORMATION RELATIVE TO THE ABOVE QUESTIONS. PLEASE PROVIDE THOROUGH ANSWERS TO EACH QUESTION. IF YOU NEED TO MAKE ADDITIONAL ENTRIES, CLICK THE "ADD AN ADDITIONAL ACTIVITIES ENTRY" BUTTON. Name Relationship to Bidder/Offeror Description of Activities Duration of Engagement Anticipated Cessation Date Bidder/Offeror Contact Name Contact Phone Number ADD AN ADDITIONAL ACTIVITIES ENTRY certification: I, being duly sworn upon my oath, hereby represent and state that the foregoing information and any attachments thereto to the best of ,my knowledge are true and complete. I attest that I am authorized to execute this certification on behalf of the above -referenced person or entity. I acknowledge that the State of New Jersey is relying on the information contained herein and thereby acknowledge that I am under a continuing '.obligation from the date of this certification through the completion of any contracts with the State to notify the State in writing of any changes to the answers of information contained herein. 1 acknowledge that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and it I do so, I recognize that I am subject to criminal prosecution under the law and that it will also constitute a material breach of my agreement(s) with the State of New Jersey and that the State at its option may declare any r from 's certification void and unenforceable. Full Name (Print): Eric Schroeder Signature: Title: Vice President, Finance Date: �Zi /fG tl t - DPP Standard Forms Packet 11/2013 OMNIA REGION 4 1 RFP # 19-18 1 12.11.2019 COOP City of Fort Worth & Wilson Bauhaus Interiors, LLC - OMNIA #R191802 - AIISteel Page 132 of 491 110