HomeMy WebLinkAboutPK17-519 - Original - Kompan, Inc. - Green View Park Playground Equipment via U.S. Communities Government Purchasing Alliance - 12/04/2017 Records,
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Vendor Name: KOMPAN, Inc. (through US Communities)
Vendor Number:
JD Edwards Number
Contract Number: PK 17-519
This is assigned by City Clerk's Office
Project Name: Green View Park Playground Equipment
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract
❑ Other:
Contract Effective Date: 12/4/17 Termination Date: 6/30/22
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Bryan Higgins Department: Parks
Contract Amount: !959.484,7p
Approval Authority: ❑ Director Mayor ❑ City Council Meeting Date
Detail: (i.e. address, location, parcel number, tax id, etc.):
Purchase of new playground equipment for Green View Park.
SALES PROPOSAL
KOMPAN ,
C OROC ORD
KOMPAN, INC*821 Grand Ave Pkwy, Ste 410, Pflugerville,TX 78660"Tel 1-888-579-8223 *Fax 1-888-579-8224 "www,kompan.com
Date 11/21/17
Expiration Date 12/31/17
US.COMMUNITIES Proposal No. SP55477
GOVERNMENT PURCHASING ALLIANCE Project Green View Park
U f�CW Ship to State/Zip WA 98030
�� %"� ' Customer Service Representative KatGir
Sales Representative Highwire
Payment Terms DEP50%&N30
Site Location: C014151
Green View Park
12033 SE 277th PI
Kent, 98030
United States
Invoice-to: 160359 S hlp-to:
City of Kent City of Kent
220 41h Ave. S. 5821 S. 240th St
Kent, 98032 Kent, WA 98032
United States United States
Otv. Item No. Description Unit Price Retail Price Disc.% Net Price
U.S, Communities Contract#2017001135
1 PCMS-CUSTOM PCM721071 -CUSTOM QUAD TOWER W/ 50,280,00 50,280.00 10.00 45,252,00
PHYSICAL AND PLASTIC SLIDES
1 FLE400024-3717BL SPINNER 80WL,BLUE 88000 880.00 10,00 792,00
1 ELE400024-3717LG SPINNER BOWL, LIME GREEN 880,00 880.00 10,00 792.00
SWING (DOUBLE AW BAY W/2B &21)
1 SW910211-0809 SWING MOD P COMPL 2XAW 1,590.00 1,590.00 10.00 1,431.00
1 SW910811-0809 SWING MOD P END/MID 2XAW 1,120.00 1,120.00 10.00 1,008.00
2 SW990011-01 SWING SEAT STANDARD 80,00 160.00 10.00 144,00
2 SW990021-00 SWING SEAT BABY H.2,5 SS CHAIN 270.00 540-00 10.00 486,00
1 FRT-PA Freight Middletown PA 4,172,00 4,172.00 4,172,00
Total ............
54,07700
Comments:
This quote assumes direct delivery,
A deposit will be required before order can be processed.
Please provide us with a copy of your tax-exempt certificate if applicable,
Customer is responsible for disposal of refuse I garbage,
Customer is responsible for fall zones and resilient surfacing appropriate to the height of the equipment.
Customer is responsible to off-load truck at time of delivery.
Customer is responsible to self-install play equipment.
Please allow 8-10 weeks for product delivery upon order placement.
Summary:
Retail Price Discount Net Price
Subtotal-KOMPAN Products 55,450,00 5,545.00 49,905.00
Subtotal-Other Products 0,00 0,00 0.00
Subtotal-Surfacing 0.00 0,00 0,00
Subtotal-Installation &Other Services 0,00 0.00 0.00
Subtotal-Freight 4,172,00 0.00 4,172,00
Subtotal 59,622.00 5,545.00 54,077.00
(Applicable sales tax will be added unless a valid tax exemption certificate is
Estimated Tax Rate 10% provided.This amount is only an estimate of your tax liability.) 5,407,70
Total 59,464.70
Your acceptance of this proposal constitutes a valid order request and KOMPAN Authorized Signature '.
includes acceptance of terms and conditions combined within the Master
Argeement,which is hereby acknowledged.Acceptance of this proposal by Accepted By(signature):
KOMPAN is acknowledged by issuance of an order confirmation by an
authorized KOMPAN representative Prices in this quotation are good for 60 Accepted By(pie a print) Wk
days.
,....../ f n ,.✓This proposal may be withdrawn if not accepted by 01116118, Dale. / „r
i
KOMPAN Products are"Buy American"qualified,and compliant with the Buy
American Act of 1933 and the"Buy American"provision of the ARRA of 2009,
Contract No.2017001135
Vendor No.303668
STATE OF NORTH CAROLINA �� � ""°�
COUNTY OF MECKLENBURG
CONTRACT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES,
SURFACING, AND RELATED PRODUCTS AND SERVICES
This Contract (the "Contract") is entered into as of this 1st day of July 2017 (the "Effective
Date"), by and between Kompan, Inc. a corporation doing business in North Carolina (the
"Company"), and the City of Charlotte, a North Carolina municipal corporation(the"City").
RECITALS
WHEREAS, the City issued a Request For Proposals (REP #269-2017-028) for Playground
Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and
Services dated January 25, 2017. This Request for Proposals together with all attachments and
addenda, is referred to herein as the"RFP"; and
WHEREAS, the Company submitted a Proposal in response to RFP 9269-2017-028 on March
16, 2017. This Proposal, together with all attachments and separately scaled confidential trade
secrets, is referred to herein as the "Proposal" and incorporated into this contract by reference.
WHEREAS, the City awarded this Contract on May 8, 2017 to Company to provide Playground
Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and
Services to the City all in accordance with the terms and conditions set forth herein.
WHEREAS, the City of Charlotte, on behalf of itself and all states, local governments, school
districts, and higher education institutions in the United States of America, and other government
agencies and nonprofit organizations (herein "Participating Public Agencies"), competitively
solicited and awarded the Contract to the Company. The City has designated U.S. Communities
as the administrative and marketing conduit for the distribution of the Contract to Participating
Public Agencies.
The City is acting as the "Contracting Agent" for the Participating Public Agencies, and shall not
be liable or responsible for any costs, damages, liability or other obligations incurred by the
Participating Public Agencies. The Company (including its subsidiaries) shall deal directly with
each Participating Public Agency concerning the placement of orders, issuance of purchase
orders, contractual disputes, invoicing, payment and all other matters relating or referring to such
Participating Public Agency's access to the Contract.
Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing
Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public
Agencies' Master Agreements. Under the terms of the MICPA, the procurement by the
Participating Public Agency shall be construed to be in accordance with, and governed by, the
laws of the state in which the Participating Public Agency resides.
NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and in further consideration of the covenants and representations
contained herein, the parties agree as follows:
CONTRACT
1. EXHIBITS.
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Contract No.2017001135
Vendor No.303668
The Exhibits below are hereby incorporated into and made a part of this Contract. In
interpreting this Contract and resolving any ambiguities, the main body of this Contract will
take precedence over the Exhibits, and any inconsistency between the Exhibits will be
resolved in the order in which the Exhibits appear below. Each reference to Kompan in the
Exhibits and Appendices shall be deemed to mean the Company.
EXHIBIT A: Discount Schedule and Price Lists
EXHIBIT B: Installation Fees
EXHIBIT C: National Network of Distributors and Installers
EXHIBIT D: Freight Rate Schedules
EXHIBIT E: Product Warranties
EXHIBIT F: Scope of Services
EXHIBIT G: U.S. Communities Administrative Agreement
EXHIBIT H: Confidentiality Terms
2. DEFINITIONS.
As used in this Contract,the following terms shall have the meanings set forth below:
Acceptance. Refers to receipt and approval by the City of a Deliverable or
Service in accordance with the acceptance process and criteria in
this Contract.
Affiliates: Refers to all departments or units of the City and all other
governmental units, boards, committees or municipalities for
which the City processes data or performs Services.
Biodegradable. Refers to the ability of an item to be decomposed by bacteria or
other living organisms.
Charlotte Business Refers to the Charlotte Business Inclusion office of the City
Inclusion (C131): of Charlotte.
Charlotte Combined Refers to the Charlotte-Gastonia-Salisbury Combined
Statistical Area (CSA): Statistical Area consisting of; (a) the North Carolina counties of
Anson, Cabarrus, Cleveland, Gaston, Iredell, Lincoln,
Mecklenburg, Rowan, Stanly, and Union; and (b) the South
Carolina counties of Chester, Lancaster, and York; a criteria
used by Charlotte Business 1NClusion to determine eligibility to
participate in the program.
City: Refers to the City of Charlotte,North Carolina.
Company. Refers to a company that has been selected by the City to
provide the Products and Services of this Contract.
Company Project Refers to a specified Company employee representing the
Manager. best interests of the Company for this Project.
Contract: Refers to a written agreement executed by the City and Company
for all or part of the Services.
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Vendor No.303668
Deliverables: Refers to all tasks, reports, information, designs, plans, and other
items that the Company is required to deliver to the City in
connection with the Contract.
Documentation: Refers to all written, electronic, or recorded works that describe
the use, functions, features, or purpose of the Deliverables or
Services or any component thereof, and which are provided to
the City by the Company or its subcontractors, including without
limitation all end user manuals, training manuals, guides,
program listings, data models,flow charts, and logic diagrams.
Environmentally Refers to Products that have a lesser or reduced effect on
Preferable Products: human health and the environment when compared with
competing Products that serves the same purpose. This
comparison may consider raw materials acquisition, production,
manufacturing, packaging, distribution, reuse, operation,
maintenance, or disposal of the product.
Lead Public Agency: Refers to the City of Charlotte,North Carolina.
Master Agreement: Refers to the Agreement that is made available by the Lead
Public Agency after the successful completion of the competitive
solicitation and selection process, wherein Participating Public
Agencies may utilize the agreement to purchase Products and
Services.
Minority Business
Enterprise/MBE: Refers to a business enterprise that: (a) is certified by the State of
North Carolina as a Historically Underutilized Business (HUB)
within the meaning of N.C. Gen. Stat. § 143-128.4; (b) is at least
fifty-one percent (51%) owned by one or more persons who are
members of one of the following groups: African American or
Black, Hispanic, Asian, Native American or American Indian;
and (c) is headquartered in the Charlotte Combined Statistical
Area.
MWSBE, Refers to SBEs, MBEs and WBEs, collectively.
Participating Public
Agencu Refers to all states, local governments, school districts, and
higher education institutions in the United States of American,
and other governmental agencies and nonprofit organizations
that elect to purchase Products and Services under the Master
Agreement.
Products. Refers to all Products that the Company agrees to provide to the
City as part this Contract.
.Services. Refers to the Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products
and Services as requested in this RFP.
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Vendor No.303668
Specifications and Refers to all definitions, descriptions, requirements, criteria,
Requirements: warranties, and performance standards relating to the
Deliverables and Services that are set forth or referenced in: (i)
this RFP, including any addenda; (ii) the Documentation; and
(iii) any functional and/or technical specifications that are
published or provided by the Company or its licensors or
suppliers from time to time with respect to all or any part of the
Deliverables or Services.
3. TERM. The initial term of this Contract will be for five (5) years from the Effective Date
with an option to renew for two (2) additional two-year terms. This Contract may be extended
only by a written amendment to the contract signed by both parties.
4. AGREEMENT TO PROVIDE PRODUCTS AND SERVICES.
4.1 The Company shall provide the Products and Services in accordance with the terms
and conditions set forth in this Contract and the attached Exhibits when ordered from
time to time by the City. Except as set forth in Exhibit A, the prices set forth in
Exhibit A constitute all charges payable by the City for the Products and Services,
and all labor, materials, equipment, transportation, facilities, storage, information
technology, permits, and licenses necessary for the Company to provide the Products
and Services. The Company shall perform any Services for the City on site at the
City's facilities in Charlotte, North Carolina, except as otherwise stated in this
Contract or agreed in writing by the City.
4.2 Placement of Orders: All orders will be placed by personnel designated by the City
on an as needed basis for the quantity required at the time during the tern of the
Contract.
5. OPTIONAL PRODUCTS AND SERVICES. The City may in its discretion purchase from
the Company optional Products and Services beyond what is called for in the Specifications,
provided that such purchase does not create unfairness so as to defeat the purpose of the
Proposal statutes, and provided the City is authorized by law to make such purchases without
a formal Proposal process.
6. DOCUMENTATION. The Company will provide for all Products purchased under this
Contract written or electronic documentation that is complete and accurate, and sufficient to
enable City employees with ordinary skills and experience to utilize such Products for the
purpose for which the City is acquiring them.
7. COMPENSATION. The City shall pay the Company for the Products and Services
delivered in compliance with the specifications at the prices set forth in Exhibit A. This
amount constitutes the maximum fees and charges payable to the company in the aggregate
under this contract and will not be increased except by a written amendment duly executed by
both parties in compliance with the price adjustment provisions set forth in Exhibit A. The
Company shall not be entitled to charge the City any prices, fees or other amounts that are not
listed in Exhibit A.
8. PRICE ADJUSTMENTS.
8.1 The price(s) stated in this Contract shall not increase for the entire five-year term of
the Contract. The prices shall also not increase during the two (2), two-year renewal
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Vendor No.303668
option terms unless the City approves a price adjustment in writing in accordance
with the following terms:
8.1.1 Price increases shall only be allowed when justified in the City's sole
discretion based on legitimate, bona fide increases in the cost of materials
and in the cost of labor for Installation Services as set forth in Section 8.1.3
of this Contract No adjustment shall be made to compensate the Company
for inefficiency in operation, increase in labor costs associated with the
manufacture of the Products, or for additional profit.
8.1.2 To obtain approval for a price increase, the Company shall submit a written
request to the Procurement Management Division representative, at the
address listed below, together with written documentation sufficient to
demonstrate that the increase is necessary based on a legitimate increase in
the cost of materials and Installation Services. The request must state and
fully justify the proposed price increase per unit or per installation over the
price originally proposed.
City of Charlotte
M&FS Finance Office/Procurement Management
600 East Fourth Street
Charlotte,NC 28202
8.1.3 Except as provided below, no proposed price increase shall be valid unless
accepted by the City in writing. The City may approve such price increase
for the remaining term of the Contract or for a shorter specified period, in the
City's sole discretion. If the City rejects such price increase, the Company
shall continue performance of the Contract. Price adjustments, including
increases and decreases, shall be made for Installation Services in accordance
with the percentage change in the U.S. Department of Labor Producer Price
Index (PPI), Industry Group Construction — Item Code 2381-Foundation,
Structure, and Building Exterior Contractors if such percentage exceeds two
percent(2%). The percentage difference between the PPI issued for October,
2017, and the PPI issued for each October of the year of requested
adjustment will determine the maximum allowable adjustment of the original
Contract prices for Installation Services.
8.1.4 If the City approves a price increase pursuant to this Section and the market
factors justifying the increase shift so that the increase is no longer justified,
the City shall have the right to terminate the price increase and revert back to
the prices that were in effect immediately prior to the increase. The
Company shall notify the City in writing if the market factors on which the
City granted the increase change such that the City's reasons for granting the
increase longer apply.
8.2 If the Company's unit prices for any Products and/or Services should decrease, the
Company shall provide the affected Products and/or Services at the lower
discounted price. The Company will provide the City with prompt written notice of
all decreases in unit prices.
8.3 If a Product becomes unavailable, or if a new Product becomes available, the
Company promptly will send the City a proposed revised version of Exhibit A.
The City reserves the right to add or delete items to this Contract if particular items
should become discontinued or an upgraded item becomes available to the industry
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Contract No.2017001135
Vendor No.303668
market. Any new or replacement items added may be subject to Proposal statute
requirements. At no additional cost to the City, the Company may substitute any
Product or Service to be provided by the Company, if the substitute meets or
exceeds the Specifications, is compatible with the City's operating environment
and is of equivalent or better quality to the City. Any substitution will be reflected
in a written signed change order.
9. BILLING. Each invoice sent by the Company shall include all reports, information and
data required by this Contract(including the Exhibits) necessary to entitle the Company to
the requested payment. The Company shall send one (1) copy only of each invoice using
one of the following options:
Option I —E-mail one copy of each invoice to coca pCtiY,charlottenc. . Company shall not
mail invoices that have been sent via e-mail.
Option 2—Mail one copy of each invoice to:
City of Charlotte Accounts Payable
PO Box 37979
Charlotte,NC 28237-7979
Attn: (Insert Department)
The City is not tax exempt from sales tax. The Company shall include all applicable State
and County sales taxes on the invoice and not combined with the cost of the goods.
Payment of invoices shall be due within thirty (30) days after the City has received all of
the following: (a) an accurate, properly submitted invoice, (b) all reports due for the month
covered by the invoice; and (c) any other information reasonably requested by the City to
verify the charges contained in the invoice. Invoices must include state and local sales tax.
10. CONTRACT MONITORING. The City shall have the right to audit the Company's
compliance with the terms and conditions of the Contract at such times as the City deems
appropriate. Unless the City elects to terminate the Contract, the Company shall develop a
written action plan to correct any Contract deficiency identified during these compliance
audits, and shall submit such plan to the City within thirty (30) days of notification of non-
compliance.
11. REPORTING. The Company shall provide such written reports of purchasing and
expenditures as may be requested by the City from time to time, including without
limitation any reports described in the Specifications.
12. AUDIT. During the term of the Contract and for a period of three (3) years after
termination or expiration of this Contract for any reason, the City shall have the right to
audit, either itself or through a third party, all books and records (including but not limited
to the technical records) and facilities of the Company necessary to evaluate Company's
compliance with the terms and conditions of the Contract or the City's payment
obligations. The City shall pay its own expenses, relating to such audits, but shall not have
to pay any expenses or additional costs of the Company. However, if non-compliance is
found that would have cost the City in excess of$5,000 but for the audit, then the Company
shall be required to reimburse the City for the cost of the audit.
13. GENERAL WARRANTIES. Company represents and warrants that:
13.1 It is a corporation duly incorporated, validly existing and in good standing under the
laws of the state of Washington, and is qualified to do business in North Carolina;
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Contract No.2017001135
Vendor No.303668
13.2 It has all the requisite corporate power and authority to execute, deliver and perform
its obligations under this Contract;
13.3 The execution, delivery, and performance of this Contract have been duly authorized
by Company;
13.4 No approval, authorization or consent of any governmental or regulatory authority is
required to be obtained or made by it in order for it to enter into and perform its
obligations under this Contract;
13.5 In connection with its obligations under this Contract, it shall comply with all
applicable federal, state and local laws and regulations and shall obtain all applicable
permits and licenses; and
13.6 The Company shall not violate any agreement with any third party by entering into or
performing this Contract.
14. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Company represents
warrants and covenants that:
14.1 The Products and Services shall comply with all requirements set forth in this
Contract, including but not limited to the attached Exhibits;
14.2 All work performed by the Company and/or its subcontractors pursuant to this
Contract shall meet industry accepted standards, and shall be performed in a
professional and workmanlike manner by staff with the necessary skills, experience
and knowledge;
143 Neither the Services, nor any Products provided by the Company under this Contract
will infringe or misappropriate any patent, copyright, trademark or trade secret rights
of any third party; and
14.4 The Company and each of its subcontractors have complied and shall comply in all
material respects with all applicable federal, state and local laws, regulations and
guidelines relating to the performance of this Contract or to the Products and Services
delivered hereunder, including but not limited to E-Verify, and shall obtain all
applicable verifications, permits, and licenses.
15. COMPLIANCE WITH LAWS. All Products and Services delivered under this Contract
shall be in compliance with all applicable federal, state and local laws, regulations and
ordinances. In performing the Contract, the Company shall obtain and maintain all licenses
and permits, and comply with all federal, state and local laws, regulations and ordinances.
16. DELIVERY TIME. When delivery time is requested in the RFP, (whether in the form of
a specific delivery date or maximum number of days for delivery) time is of the essence.
The Company's Proposal shall be deemed a binding commitment of the Company to meet
the delivery time stated herein unless the Proposal specifically takes exception. If such
delivery time is not met, the City shall be entitled to terminate the Contract immediately for
default and/or exercise any other remedies available at law or in equity.
17. QUALITY. Unless this Contract specifically states otherwise for a particular item, all
components used to manufacture or construct any supplies, materials or equipment or
Products provided under this Contract shall be: (a) new; (b) the latest model; (c)of the best
quality and high-grade workmanship; and (d) in compliance with all applicable federal,
state and local laws, regulations and requirements. By "new", the City means that the item
has been recently produced and has not been previously sold or used.
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Vendor No.303668
Whenever this Contract states that a Product or Service shall be in accordance with laws,
ordinances, building codes, underwriter's codes, applicable A.S.T.M. regulations or similar
expressions, the requirements of such laws, ordinances, etc., shall be construed to be
minimum requirements that are in addition to any other requirements that may be stated in
this Contract.
18. DESIGN AND/OR MANUFACTURER REQUIREMENT. All Products and Services
shall meet the Specifications set forth in Section 4 of the RFP.
19. INSPECTION AT COMPANY'S SITE. The City reserves the right to inspect the
equipment, plant, store or other facilities of the Company during the Contract term from
time to time as the City deems necessary to confirm that such equipment, plant, store or
other facilities conform with the Specifications and are adequate and suitable for proper and
effective performance of the Contract. Such inspections shall be conducted during normal
business hours and upon at least three (3) days' notice to the Company (except that a store
may be inspected at any time during regular store hours without notice).
20. PREPARATION FOR DELIVERY.
20.1 Condition and Packaging. All containers/packaging shall be suitable for handling,
storage or shipment, without damage to the contents. The Company shall make
shipments using the minimum number of containers consistent with the
requirements of safe transit, available mode of transportation routing. The
Company will be responsible for confirming that packing is sufficient to assure that
all the materials arrive at the correct destination in an undamaged condition ready
for their intended use.
20.7. Marking. All cartons shall he clearly identified with the City purchase order number
and the name of the department making the purchase. Packing lists must be affixed
to each carton identifying all contents included in the carton. If more than one
carton is shipped, each carton must be numbered and must state the number of that
carton in relation to the total number of cartons shipped(i.e. 1 of 4, 2 of 4,etc).
20.3 Shipping. The Company shall follow all shipping instructions included in the RFP,
the City's purchase order or in the Contract.
21. ACCEPTANCE OF PRODUCTS/SERVICES. The Products delivered under this
Contract shall remain the property of the Company until the City physically inspects,
actually uses and accepts the Products. In the event Products provided to the City do not
comply with the Contract, the City shall be entitled to terminate the Contract upon written
notice to the Company and return such Products (and any related goods)to the Company at
the Company's expense. In the event the Services provided under this Contract do not
comply with the Contract, the City reserves the right to cancel the Service and rescind any
related purchase of Products upon written notice to the Company. The remedies stated in
this Section are in addition to and without limitation of any other remedies that the City
may have under the Contract, at law or in equity.
22. GUARANTEE. Unless otherwise specified by the City, the Company guarantees the
materials and workmanship on all Products and Services for the guarantee period
associated with a specific product or services, as specified in Company documentation and
quotation. If, within the guarantee period any defects occur due to a faulty Product or
Services (including without limitation a failure to comply with the Specifications), the
Company at its expense, shall repair or adjust the condition, or replace the Product and/or
Services to the complete satisfaction of the City. These repairs, replacements or
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Contract No.2017001135
Vendor No.303668
adjustments shall be made only at such time as will be designated by the City to ensure the
least impact to the operation of City business.
23. NO LIENS. All Products shall be delivered and shall remain free and clear of all liens and
encumbrances.
24. MANUFACTURER OR DEALER ADVERTISEMENT. No manufacturer or dealer
shall advertise on Products delivered to the City without prior approval by the City.
25. RIGHT TO COVER. If the Company fails to comply with any term or condition of the
Contract or the Company's response to the RFP, the City may take any of the following
actions with or without terminating the Contract, and in addition to and without limiting
any other remedies it may have:
(A) Employ such means as it may deem advisable and appropriate to obtain the
applicable Products and/or Services (or reasonable substitutes)from a third party,
and
(B) Recover from the Company the difference between what the City paid for such
Products and/or Services on the open market and the price of such Products
and/or Services under the Contract or the Company's response to the RFP.
26. RIGHT TO WITHHOLD PAYMENT. If Company breaches any provision of the
Contract the City shall have the right to withhold all payments related to the breach due to
the Company until such breach has been fully cured.
27. OTHER REMEDIES. Upon breach of the Contract, each party may seek all legal and
equitable remedies to which it is entitled. The remedies set forth herein shall be deemed
cumulative and not exclusive and may be exercised successively or concurrently, in
addition to any other available remedy.
28. TERMINATION.
28.1 TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any
time without cause by giving sixty (60) days written notice to the Company. The
Company may tenninate this Contract at any time without cause by giving one
hundred and eighty(180) days written notice to the City.
28.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to
the other party, either party may terminate this Contract upon the occurrence of one
or more of the following events:
28.2.1 The other party violates or fails to perform any covenant, provision,
obligation, term or condition contained in this Contract, provided that,
unless otherwise stated in this Contract, such failure or violation shall not be
cause for termination if both of the following conditions are satisfied: (1)
such default is reasonably susceptible to cure; and(ii) the other party cures
such default within thirty (30) days of receipt of written notice of default
from the non-defaulting party; or
28.2.2 The other party attempts to assign, terminate or cancel this Contract
contrary to the terms hereof; or
28.2.3 The other party ceases to do business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
debts as they become due, files a petition in bankruptcy or has an
involuntary bankruptcy petition filed against it (except in connection with a
reorganization under which the business of such party is continued and
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Contract No.2017001135
Vendor No.303668
performance of all its obligations under this Contract shall continue), or if a
receiver, trustee or liquidator is appointed for it or any substantial part of
other party's assets or properties.
Any notice of default pursuant to this Section shall identify and state the
party's intent to terminate this Contract if the default is not cured within the
specified period.
28.3 ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By
giving written notice to the Company, the City may also terminate this Contract upon
the occurrence of one or more of the following events (which shall each constitute
grounds For termination without a cure period and without the occurrence of any or
the other events of default previously listed):
28.3.1 The Company makes or allows to be made any material written
misrepresentation or provides any materially misleading written information
in connection with this Contract, Company's Proposal, or any covenant,
agreement, obligation,term or condition contained in this Contract; or
28.3.2 The Company takes or fails to take any action which constitutes grounds for
immediate termination under the terms of this Contract, including but not
limited to failure to obtain or maintain the insurance policies and
endorsements as required by this Contract, or failure to provide the proof of
insurance as required by this Contract.
28.4 NO EFFECT ON TAXES, FEES, CHARGES, OR REPORTS. Any termination of
the Contract shall not relieve the Company of the obligation to pay any fees, taxes or
other charges then due to the City, nor relieve the Company of the obligation to file
any daily, monthly, quarterly or annual reports covering the period to termination nor
relieve the Company from any claim for damages previously accrued or then
accruing against the Company.
28.5 OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or
termination of this Contract, the Company shall promptly (a) return to the City all
computer programs, files, documentation, data, media, related material and any other
recording devices, information, or compact discs that are owned by the City; (b)
provide the City with sufficient data necessary to migrate to a new vendor, or allow
the City or a new vendor access to the systems, software, infrastructure, or processes
of the Company that are necessary to migrate to a new vendor; and (c) refund to the
City all pre-paid sums for Products or Services that have been cancelled and will not
be delivered.
28.6 NO SUSPENSION. In the event that the City disputes in good faith an allegation of
default by the Company, notwithstanding anything to the contrary in this Contract,
the Company agrees that it will not terminate this Contract or suspend or limit the
delivery of Products or Services or any warranties or repossess, disable or render
unusable any Software supplied by the Company, unless (i) the parties agree in
writing, or(ii)an order of a court of competent jurisdiction determines otherwise.
28.7 AUTHORITY TO TERMINATE. The City Manager or their designee is authorized
to terminate this Contract on behalf of the City.
28.8 TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration
of this Contract, the Company shall cooperate with the City to assist with the orderly
transfer of the Products, Services, functions and operations provided by the Company
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Vendor No.303668
hereunder to another provider or to the City as detennined by the City in its sole
discretion. The transition services that the Company shall perform if requested by
the City include but are not limited to:
28.8.1 Working with the City to jointly develop a mutually agreed upon transition
services plan to facilitate the termination of the Services; and
28.8.2 Notifying all affected vendors and subcontractors of the Company of
transition activities;
28.8.3 Performing the transition service plan activities;
28.8.4 Answering questions regarding the Products and Services on an as-needed
basis; and
28.8.5 Providing such other reasonable Services needed to effectuate an orderly
transition to a new system.
29. NO DELAY DAMAGES. Under no circumstances shall the City be liable to the
Company for any damages arising from delay in performance for reasons other than a
Force Majeure Event.
30. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The City reserves
the right to award multiple contracts for the Products and Services required by this Contract
if the City deems multiple Contracts to be in the City's best interest.
31. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this
Contract is solely that of independent contractors, and nothing contained in this Contract
shall be construed to (i) give any party the power to direct or control the day-to-day
activities of the other; (ii) constitute such parties as partners, joint ventures, co-owners or
otherwise as participants in ajoint or common undertaking; (iii) make either party an agent
of the other for any purpose whatsoever, or (iv) give either party the authority to act for,
bind, or otherwise create or assume any obligation on behalf of the other. Nothing herein
shall be deemed to eliminate any fiduciary duty on the part of the Company to the City that
may arise under law or under the terms of this Contract.
32. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall
indemnify, defend and hold harmless each of the `9ndemnitees" (as defined below) from
and against any and all "Charges" (as defined below) paid or incurred any of them as a
result of any claims, demands, lawsuits, actions, or proceedings: ('i) alleging violation,
misappropriation or infringement of any copyright, trademark, patent, trade secret or other
proprietary rights with respect to the Work or any Products or deliverables provided to the
City pursuant to this Contract ("Infringement Claims"); (ii) seeking payment for labor or
materials purchased or supplied by the Company or its subcontractors in connection with
this Contract; or (iii) arising from the Company's failure to perform its obligations under
this Contract, or from any act of negligence or willful misconduct by the Company or any
of its agents, employees or subcontractors relating to this Contract, including but not
limited to any liability caused by an accident or other occurrence resulting in bodily injury,
death, sickness or disease to any person(s) or damage or destruction to any property, real or
personal, tangible or intangible; or (iv) arising from a violation of any federal, state or
local law, regulation or ordinance by the Company or any its subcontractors (including
without limitation E-Verify or other immigration laws); or(v) arising from any claim that
the Company or an employee or subcontractor of the Company is an employee of the City,
including but not limited to claims relating to worker's compensation, failure to withhold
taxes and the like. For purposes of this Section: (a)the term"lndemnitees" means the City
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and each of the City's officers, officials, employees, agents and independent contractors
(excluding the Company); and (b) the tern "Charges" means any and all tosses, damages,
costs, expenses (including reasonable attorneys' fees), obligations, duties, fines, penalties,
royalties, interest charges and other liabilities (including settlement amounts) or any other
legal theory or principle, in connection with an Infringement Claim.
33. INSURANCE. Throughout the term of the Contract, the Company shall comply with the
insurance requirements described in this Section. In the event the Company fails to procure
and maintain each type of insurance required by this Section, or in the event the Company
fails to provide the City with the required certificates of insurance, the City shall be entitled
to terminate the Contract immediately upon written notice to the Company.
The Company agrees to purchase and maintain the following insurance coverage during the
life of the Contract with an insurance company acceptable to the City of Charlotte,
authorized to do business in the State of North Carolina:
(A) Automobile Liability: Bodily injury and property damage liability covering all
owned, non-owned, and hired automobiles for limits of not less than $1,000,000
bodily injury each person, each accident; and, $1,000,000 property damage., or
$1,000,000 combined single limit each occurrence/aggregate.
(B) Commercial General Liability: Bodily injury and property damage liability as
shall protect the Company and any subcontractor performing work under the
Contract from claims of bodily injury or property damage which arise from
performance of the Contract, whether such work is performed by the Company,
any subcontractor or anyone directly or indirectly employed by either. The
amounts of such insurance shall not be less than $1,000,000 bodily injury each
occurrence/aggregate and $1,000,000 property damage each
occurrence/aggregate or$1,000,000 bodily injury and property damage combined
single limits each occurrence/aggregate. This insurance shall include coverage
for Products, Services, completed operations, personal injury liability and
contractual liability assumed under the indemnity provision of the Contract.
(C) Workers' Compensation: Meeting the statutory requirements of the State of
North Carolina and Employers Liability - $100,000 per accident limit, $500,000
disease per policy limit, $100,000 disease each employee limit, providing
coverage for employees and owners.
The City shall be named as additional insured under the commercial general liability
insurance for operations or Services rendered under this Contract. The Company's
insurance shall be primary of any self-funding and/or insurance otherwise carried by the
City for all loss or damages arising from the Consultant's operations under this agreement.
The Company and each of its subcontractors shall and does waive all rights of subrogation
against the City and each of the Indemnitees, as defined in Section 32.
The Company shall not commence any work in connection with the Contract until it has
obtained all of the types of insurance set forth in this Form, and such insurance has been
approved by the City. The Company shall not allow any subcontractor to commence work
on its subcontract until all similar insurance required of the subcontractor has been obtained
and approved.
All insurance policies shall be with insurers qualified and doing business in North Carolina
recognized by the Secretary of State and the Insurance Commissioner's Office. The
Company shall furnish the City with proof of insurance coverage by certificates of
insurance accompanying the Contract.
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Vendor No.303668
All insurance certificates must include the City of Charlotte's contract number in the
description field.
'The City shalt be exempt from, and in no way liable for any sums of money that may
represent a deductible in any insurance policy. The payment of such deductible shall be the
sole responsibility of the Company and/or subcontractor providing such insurance.
34. COMMERCIAL NON-DISCRIMINATION.
As a condition of entering into this Contract, the Company represents and warrants that it
will fully comply with the City's Commercial Non-Discrimination Policy, as described in
Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of
any arbitration conducted thereunder. As part of such compliance, the Company shall not
discriminate on the basis of race, gender, religion, national origin, ethnicity, age or
disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or
suppliers in connection with a City contract or contract solicitation process, nor shall the
Company retaliate against any person or entity for reporting instances of such
discrimination. The Company shall provide equal opportunity for subcontractors, vendors
and suppliers to participate in all of its subcontracting and supply opportunities on City
contracts, provided that nothing contained in this clause shall prohibit or limit otherwise
lawful efforts to remedy the effects of marketplace discrimination that has occurred or is
occurring in the marketplace. The Company understands and agrees that a violation of this
clause shall be considered a material breach of this Contract and may result in termination
of this Contract, disqualification of the Company from participating in City contracts or
other sanctions.
As a condition of entering into this Contract, the Company agrees to: (a) promptly provide
to the City in a format specified by the City all information and documentation that may be
requested by the City from time to time regarding the solicitation, selection, treatment and
payment of subcontractors in connection with this Contract; and(b) if requested, provide to
the City within sixty (60) days after the request a truthful and complete list of the names of
all subcontractors, vendors, and suppliers that the Company has used on City contracts in
the past five (5) years, including the total dollar amount paid by the Company on each
subcontract or supply contract. The Company further agrees to fully cooperate in any
investigation conducted by the City pursuant to the City's Non-Discrimination Policy, to
provide any documents relevant to such investigation that are requested by the City, and to
be bound by the award of any arbitration conducted under such Policy.
'The Company agrees to provide to the City from time to time on the City's request,
payment affidavits detailing the amounts paid by the Company to subcontractors and
suppliers in connection with this Contract within a certain period of time. Such affidavits
shall be in the format specified by the City from time to time
The Company understands and agrees that violation of this Commercial Non-
Discrimination provision shall be considered a material breach of this Contract and may
result in contract termination, disqualification of the Company from participating in City
contracts and other sanctions.
35. COMPANY WILL NOT SELL OR DISCLOSE DATA. The Company will treat as
confidential information all data provided by the City in connection with this agreement.
City data processed by the Company shall remain the exclusive property of the City. The
Company will not reproduce, copy, duplicate, disclose, or in any way treat the data
supplied by the City in any manner except that contemplated by this agreement.
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Vendor No.303668
36. WORK ON CITY'S PREMISES. The Company will ensure that its employees and
agents shall, whenever on the City's premises, obey all instructions and directions issued by
the City's project manager with respect to work on the City's premises. The Company
agrees that its personnel and the personnel of its subcontractors will comply with all rules,
regulations and security procedures of the City when on the City's premises.
37. BACKGROUND CHECKS. The Company agrees that it has conducted or will conduct
background checks on all personnel who will be working at the Charlotte service facility or
delivering Products or Services under the Contract. The Company will conduct such
background checks prior to the personnel commencing work hereunder, whether as part of
the Company's standard pre-employment screening practices or otherwise. The Company
will complete a background check on an annual basis for each person working at the
Charlotte facility. Background check will include at a minimum:
a. Criminal records search,
b. Identification verification; and
C. Proof of authorization to work in the United States.
The Company agrees if any personnel does not meet the background qualifications, he/she
shall not be assigned to perform Services under this Contract. The Company will notify the
City immediately if a background check reveals any conviction(s). If there is any question
as to whether any personnel meets the background qualifications, prior to assignment of
any Services under this Contract, the Company shall contact the City immediately.
38. DRUG-FREE WORKPLACE. The City is a drug-free workplace employer. The
Company hereby certifies that it has or it will within thirty(30) days after execution of this
Contract:
38.1 Notify employees that the unlawful manufacture, distribution, dispensation,
possession, or use of controlled substance is prohibited in the workplace and
specifying actions that will be taken for violations of such prohibition;
38.2 Establish a drug-free awareness program to inform employees about (i) the dangers
of drug abuse in the workplace, (ii) the Company's policy of maintaining a drug-free
workplace, (iii) any available drug counseling, rehabilitation, and employee
assistance programs, and (iv) the penalties that may be imposed upon employees for
drug abuse violations;
38.3 Notify each employee that as a condition of employment, the employee will (i)
aProposale by the terms of the prohibition outlined above, and (ii) notify the
Company of any criminal drug statute conviction for a violation occurring in the
workplace not later than five days after such conviction;
38.4 Impose a sanction on, or requiring the satisfactory participation in a drug counseling,
rehabilitation or abuse program by an employee convicted of a drug crime;
38.5 Make a good faith effort to continue to maintain a drug-free workplace for
employees; and
38.6 Require any party to which it subcontracts any portion of the work under the contract
to comply with the provisions of this Section.
A false certification or the failure to comply with the above drug-free workplace
requirements during the performance of this Contract shall be ground for suspension,
termination or debarment.
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39. NOTICES. Any notice, consent or other communication required or contemplated by this
Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight
courier, by electronic mail or by telefax to the intended recipient at the address set forth
below. Notice shall be effective upon the date of receipt by the intended recipient;
provided that any notice which is sent by telefax or electronic mail shall also be
simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier.
Each party may change its address for notification purposes by giving the other party
written notice of the new address and the date upon which it shall become effective.
Communications that relate to any breach, default, termination, delay in performance,
prevention of performance, modification, extension, amendment, or waiver of any
provision of this Contract shall be sent to:
...m_......................... ._....... --.....
—
For The Company: For The City:
Kerr n Smith Karen Ewing
Kompan, Inc. Procurement Management Division
821 Grand Avenue Parkway 600 East Fourth Street
............
Pflugerville, TX 78660 Charlotte,NC 28202
Phone: 888.579.8223 Phone: 704.336.2992
Fax: 888.579.8224 Fax:704.632.8254
g
E-mail: kersmi._.kompan.eom E-mad kewmg�charlottenc. ov
........ —......
—
With Copy To: With Copy To:
— _..m.
Cindy White
........
Senior_Assistant City Attorney
600 East Fourth Street
................_................... ...................................
Charlotte,NC 28202
Phone:704-336-3012 _
Fax: 704-336-8854
E-mail: cwhitc(d)ci.charlotte.nc.us
All other notices shall be sent to the other party's Project Manager at the most recent
address provided in writing by the other party.
40. SUBCONTRACTING. The Company shall not subcontract any of its obligations under
this Contract without the City's prior written consent. In the event the City does consent in
writing to a subcontracting arrangement, Company shall be the prime contractor and shall
remain fully responsible for performance of all obligations which it is required to perform
under this Contract. Any subcontract entered into by Company shall name the City as a
third party beneficiary.
41. FORCE MAJEURE. Neither party shall be liable for any failure or delay in the
performance of its obligations pursuant to the Contract, and such failure or delay shall not
be deemed a default of the Contract or grounds for termination hereunder if all of the
following conditions are satisfied:
If such failure or delay:
A. Could not have been prevented by reasonable precaution;
B. Cannot reasonably be circumvented by the non-performing party through the use of
alternate sources, work-around plans, or other means; and
C. If, and to the extent, such failure or delay is caused, directly or indirectly, by fire, flood,
earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots,
civil disorders, rebellions or revolutions or court order.
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An event that satisfies all of the conditions set forth above shall be referred to as a "Force
Majeure Event." Upon the occurrence of a Force Majeure Event, the affected party shall be
excused from any further performance of those of its obligations which are affected by the
Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) the
affected party continues to use reasonable efforts to recommence performance whenever
and to whatever extent possible without delay.
Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the
other by telephone (to be confirmed by written notice within five (5) days of the inception
of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in
reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event
prevents the Company from performing its obligations for more than fifteen (15) days, the
City shall have the right to terminate the Contract by written notice to the Company.
Notwithstanding anything contained herein to the contrary, strikes, slow-downs, walkouts,
lockouts, and industrial disputes of the Company or its subcontractors shall not constitute
"Force Majeure Events" and are not excused under this provision. Nothing in the preceding
Force Majeure provisions shall relieve the successful Company of any obligation it may
have regarding disaster recovery, whether under the Contract or at law.
42. CONFIDENTIALITY. Each party shall adhere to the Confidentiality Terms stated in
Exhibit H of this Contract.
43. MISCELLANEOUS.
43.1 ENTIRE AGREEMENT. This Contract, including all Exhibits and Attachments
constitute the entire agreement between the parties with respect to the subject matter
herein. There are no other representations, understandings, or agreements between
the parties with respect to such subject matter. This Contract supersedes all prior
agreements, negotiations, representations and proposals, written or oral.
Notwithstanding the forgoing, the parties agree that the REP and the Proposal are
relevant in resolving any ambiguities that may exist with respect to the language of
this Contract
43.2 AMENDMENT. No amendment or change to this Contract shall be valid unless in
writing and signed by the party against whom enforcement is sought. Amendments
that involve or increase in the amounts payable by the City may require execution by
a Department Director, the City Manager, or an Assistant City Manager; depending
on the amount. Some increases may also require approval by City Council.
43.3 GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the
interpretation and enforcement of this Contract, and any other matters relating to this
Contract(all without regard to North Carolina conflicts of law principles). All legal
actions or other proceedings relating to this Contract shall be brought in a state or
federal court sitting in Mecklenburg County, North Carolina. By execution of this
Contract, the parties submit to the jurisdiction of such courts and hereby irrevocably
waive any and all objections which they may have with respect to venue in any court
sitting in Mecklenburg County,North Carolina.
43.4 BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and
their successors and pennitted assigns. Neither party may assign this Contract
without the prior written consent of the other. Any assignment attempted without the
written consent of the other party shall be void. For purposes of this Section, a
Change in Control, as defined in Section 43.8 constitutes an assignment.
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Vendor No.303668
43.5 SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or
sections contained in this Contract or the Exhibits shall not affect the validity of the
remaining portion of this Contract or Exhibits so long as the material purposes of this
Contract can be determined and effectuated. If any provision of this Contract or
Exhibit is held to be unenforceable, then both parties shall be relieved of all
obligations arising under such provision, but only to the extent that such provision is
unenforceable, and this Contract shall be deemed amended by modifying such
provision to the extent necessary to make it enforceable while preserving its intent.
43.6 NO PUBLICITY. No advertising, sales promotion or other materials of the
Company or its agents or representations may identify or reference this Contract or
the City in any manner without the prior written consent of the City.
Notwithstanding the forgoing, the parties agree that the Company may list the City as
a reference in responses to requests for proposals, and may identify the City as a
customer in presentations to potential customers.
43.7 WAIVER. No delay or omission by either party to exercise any right or power it has
under this Contract shall impair or be construed as a waiver of such right or power.
A waiver by either party of any covenant or breach of this Contract shall not
constitute or operate as a waiver of any succeeding breach of that covenant or of any
other covenant. No waiver of any provision of this Contract shall be effective unless
in writing and signed by the party waiving the rights.
43.8 CHANGE IN CONTROL. In the event of a change in"Control" of the Company(as
defined below), the City shall have the option of terminating this Contract by written
notice to the Company. The Company shall notify the City within ten (10) days of
the occurrence of a change in control. As used in this Contract, the term "Control"
shall mean the possession, direct or indirect, of either (i)the ownership of or ability
to direct the voting of, as the case may be fifty-one percent (51%) or more of the
equity interests, value or voting power in the Company or (ii)the power to direct or
cause the direction of the management and policies of the Company whether through
the ownership of voting securities, by contract or otherwise.
43.9 NO BRIBERY. The Company certifies that neither it, any of its affiliates or
subcontractors, nor any employees of any of the forgoing has bribed or attempted to
bribe an officer or employee of the City in connection with this Contract.
43.10 FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The
Company agrees to make itself aware of and comply with all local, state and federal
ordinances, statutes, laws, rules and regulations applicable to the Services. The
Company further agrees that it will at all times during the term of this Contract be in
compliance with all applicable federal, state and/or local laws regarding employment
practices. Such laws will include, but shall not be limited to workers' compensation,
the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA),
the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to
the work.
43.11 TAXES. The Company shall pay all applicable federal, state and local taxes which
may be chargeable against the Products and/or Services.
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Vendor No.303668
43,12 SURVIVAL OF PROVISIONS: Those Sections of the Contract and the Exhibits,
which by their nature would reasonably be expected to continue after the termination
of the Contract shall survive the termination of the Contract, including but not limited
to the following:
Section 3 "Tenn"
Section 12 "Audit'
Section 13 "General Warranties"
Section 14 "Additional Representations and Warranties"
Section 22 "Guarantee"
Section 27 "Other Remedies"
Section 28 "Termination'
Section 32 "Indemnification"
Section 33 "Insurance"
Section 39 "Notices'
Section 42 "Confidentiality"
Section 43 "Miscellaneous'
43.13 NON-APPROPRIATION OF FUNDS. If City Council does not appropriate the
funding needed by the City to make payments under this Contract for a given fiscal
year, the City will not be obligated to pay amounts due beyond the end of the last
fiscal year for which funds were appropriated. In such event,the City will promptly
notify the Company of the non-appropriation and this Contract will be terminated
at the end of the last fiscal year for which funds were appropriated. No act or
omission by the City, which is attributable to non-appropriation of funds shall
constitute a breach of or default under this Contract.
43.14 E-VERIFY. Company shall comply with the requirements of Article 2 of Chapter
64 of the North Carolina General Statutes, and shall require each of its
subcontractors to do so as well.
43.15 IRAN DIVESTMENT ACT. Company certifies that: (i) it is not identified on the
Final Divestment List or any other list of prohibited investments created by the NC
State Treasurer pursuant to N.C.G.S. 147-86.58; (ii) it will not take any action
causing it to appear on any such list during the term of this Contract; and(iii) it will
not utilize any subcontractor that is identified on any such list to provide goods or
Services hereunder.
43.16 PRE:AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a)
because this Contract is for an indefinite quantity with no minimum purchase
requirement. Notwithstanding anything contained herein to the contrary, this
Contract does not require the City to purchase a single Product or service, and a
decision by the City to not make any purchase hereunder will violate neither this
Contract nor any implied duty of good faith and fair dealing. The City has no
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Contract No.2017001135
Vendor No.303668
financial obligation under this Contract absent the City's execution of a valid and
binding purchase order or contract addendum containing a pre-audit certificate."
43.17 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract,the Company agrees to comply with all applicable
provisions of Title 2, Subtitle A, Chapter H,, Part 200—Uniform Administrative
Requirements, Cost Principles,and Audit Requirements for Federal Awards
contained in Title 2 C.F. R §200 et seq.
43.18 COUNTERPARTS.
'Phis Contract may be executed in any number of counterparts, all of which taken
together shall constitute one single agreement between the parties.
[Signature Page Follows]
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Contract No.2017001135
Vendor No,303668
IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and
understood each and every provision hereof, the parties have caused this Contract to he executed
on the date first written above.
COMPANY:
6Yr
PRINT NAME:
TITLE:
�ictd i
DATE:
CITY OF CHARLOTTE CITY OF CHARLOTTE
CITY MANAGER'S OFF'1 l: RISK MANAGEMENT DIVISION:
,✓`� �+r
PRINT NAME: PRINT NAME: l G' 14''.
TITLE: f �(.�� TITLE; 1 S dizll
DATE: ; ,J J 4 %' DATE. h
20
Shelter Price list 3 00-2017
Item No. Description Diameter Price
Steel Frame,8000 Series, Double Tier Hexagonal,with
SII-803213-MR29 Metal Roof and Tongue&Groove Roof Decking 32' $27,272
Pittsburgh, 8500 Series, Octagonal Shelter,All Steel with 24
SII-8516P 16'
Guage Pre-Cut Metal Roof $9,997
Pittsburgh,8500 Series,Octagonal Shelter,All Steel with 24
SII-8524P lGuage Pre-Cut Metal Roof 24' $16,363
Steel Frame,8500 Series,Octagonal Shelter with Fiberglass
SII-8516-FS Shingles &Tongue&Groove Roof Decking 16' $10,139
Steel Frame,8500 Series,Octagonal Shelter with Fiberglass
SII-8524-FS Shingles &Tongue&Groove Roof Decking 24' $17,191
Steel Frame,8500 Series,Octagonal Shelter with Metal
SII-8516-MR29 Roof and Tongue&Groove Roof Decking 16' $10,935
'.Steel Frame,8500 Series,Octagonal Shelter with Metal
SII-8524-MR29 Roof and Tongue&Groove Roof Decking 24' $18,226
Pittsburgh, 8500 Series,Octagonal Shelter,All Steel with 24
SII-8524DP Guage Pre-Cut Metal Roof 24' $18,592
Pittsburgh, 9500 Series,Octagonal Shelter,All Steel with 24
SII-8532DP Guage Pre-Cut Metal Roof 32' $28,164
Steel Frame,8500 Series, Double Tier Octagonal w
SII-8524D-FS Fiberglass Shingles &Tongue&Groove Roof Decking 24' $17,168
Steel Frame,8500 Series, Double Tier Octagonal w
SII-8532D-FS Fiberglass Shingles&Tongue&Groove Roof Decking 32' $29,285
Steel Frame,8500 Series, Double Tier Octagonal,with
SII-8524D-MR29 Metal Roof and Tongue&Groove Roof Decking 24' $20,055
Steel Frame,8500 Series, Double Tier Octagonal,with
SII-8532D-MR29 Metal Roof and Tongue&Groove Roof Decking 32' $32,040
Prices do not include freight, installation or engineered drawings
3/8/2017 4 OF 4
Musical Pieces Price List #4000-2017
Item No. Uescrlptlon Price
FRN-CADENCE 13 Note Tenor Marimba In Ground $3,790.00
FRN-CONTRABASSCHIMES 7 Aluminum Chimes In Ground $5,678.00
18 Note Resonated
FRN-DUET Xylophone/Marimba In Ground $3,726.00
FRN-IMBARIMBA 22 Note Resonated Marimba In Ground $4,682,00
FRN-LILYPADCYMBALS 10 Note Aluminum DISCS In Ground $2,800.00
''..FRN-MANTARAY 36 Note Metallophone In Ground or Surface Mount $4,695.00
FRN-PAGODABELLS 8 Stainless Steel Bells In Ground $3,718.00
FRN-PEGASUS 23 Note Resonated Metallophone In Ground $4,549.00
FRN-SWIRL 26 Note Resonated Metallophone In Ground $5,652.00
FRN-TUNEDDRUMS Set of 5 PVC Hand Drums-Normal In Ground $3,218.00
FRN-TODDTUNEDDRUMS Set of 5 PVC Hand Drums-Toddler in Ground $3,609.00
FRN-YANTZEE '..10 Bass Note Resonated Metalloph In Ground $4,308.00
FRN-ARIA ,9 Note Non-resonated Xylophone In Ground $1,938.00
FRN-GRIFFIN 11 Note Resonated Metallophone In Ground $3,252.00
11 Note Resonated Metallophone
FRN-JACK Ion molded plastic frame In Ground $2,585.00
FRN-DILL 11 Note Resonated Marimba In Ground $2,585.00
FRN-MELODY 9 Note Resonated Xylophone In Ground $1,783.00
FRN-MERRY 11 Note Resonated Metallophone In Ground $2,619.00
FRN-RHYTHM 9 Note Resonated Marimba In Ground $1,783.Oc
11 Note Resonated Marimba,
FRN-PIPER fiberglass keys In Ground $2,602.00
ENSEMBLES
FRN-WEENOTES Griffin, Merry& Piper 3 Weenotes $7,702.00
FRN-STARTER Duet, Drums &Yantzee 3Instruments $10,175.00
FRN-DELUXE Imbarimba,Swirl,Yantzee, Drums 4Instruments $15,922,00
Contrabass Chimes, Imbarimba,
FRN-PREMIUM Swirl, PePaSLls, Drums 5Instruments $21,194.00
Contrabass Chimes, Lilypad
Cymbals, Manta Ray, Swirl, Pagoda
FRN-SCULPTURAL Bells&Aria 6Instruments $21,896.00
Prices do not include freight or installation
3/8/2017 1 OF 1
Dark Furniture Installation Price List ##5000
STATE DESCRIPTION RATE
INSTALLATION Installation of Park Benches $270.00
INSTALLATION Installation of Picnic Tables $310.00
INSTALLATION Installation of Litter Receptacles $230.00
INSTALLATION Installation of Bike Racks $425.00
INSTALLATION Installation of Swing Benches $540.00
INSTALLATION Installation of Planters $310.00
Rates are a maximum allowable percentage rate under the contract.
Minimum Installation Fee of$5,000.00
Installation rates do not include Prevailing Wages.Please ask for a quote with Prevailing Wage
Rates,if applicable.
Unless otherwise noted in the quote,the installation charge includes the below:
Receiving shipment on site and off-loading equipment
Layout and excavation of footing holes for equipment provided by KOMPAN
Assembly of equipment provided by KOMPAN
Concrete footings(where applicable)
Below is a list of services that are not automatically included in the quote for
product installation, but may be available for an extra charge
Please inquire with your local KOMPAN sales associate for details:
Off-site disposal of packaging from delivered equipment
Removal of excavated soil from site
Additional site excavation not involving equipment footings
Permits
Storage of Equipment
Site Fence—Security
Installation in stages
Non-standard working hours(i.e.nights,weekends,holidays)
'Unless otherwise noted,the quoted installation charge assumes the following
site conditions:
Adequate access to the site for vehicles and equipment
A flat,level site(less than 1%grade)with no existing surfacing,
drain rock,or other landscaping material
Clear markings of play site borders and finished grade height
Good soil conditions for excavation(i.e.no large rocks,
tree roots,underground structures,etc.)
All underground utilities marked clearly by customer prior to installation
crew arriving on site and without those utilities interfering
with necessary footing holes
If products are ordered as"surface mount"and will be anchored to an existing
concrete slab,that the slab meets the thickness and strength
requirements associated with the equipment.
If any of the above site conditions are not met,this may result in an inability to complete the
installation and/or may result in additional installation charges.
3/8/2017 1 OF 1
Contract No.2017001135
Vendor No.303668
EXHIBIT B
INSTALLATION FEES
The following Installation Fees are an Exhibit to and are incorporated into the Contract to
provide Playground Equipment,Outdoor Fitness Equipment, Surfacing, Site Accessories
and Related Products and Services(the"Contract")between the City of Charlotte and
Kompan,Inc.
22
Contract No.2017001135
Vendor No.303668
EXHIBIT C
NATIONAL NETWORK OF DISTRIBUTORS AND INSTALLERS
The following National Network of Distributors and Installers is an Exhibit to and are
incorporated into the Contract to provide Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products and Services(the"Contract')
between the City of Charlotte and Kompan, Inc.
23
U.S. Communities Supplier Information Section 7 (continued)
4 a By partnering with best in class suppliers of site amenities,surfacing and other associated
playground products, KOMPAN ensures that we always offer the best quality and highest
technologically advanced products in their class to the market.
Qualifications,, Experience and Project Management Capabilities
1. Identify your company's authorized distributors and installers by U.S. state
KOMPAN's Authorized Distributors by U.S state
Distributor(Agency Partners Territory by State
ABC Playgrounds Arkansas
..............___.................._....................................
All Play+ Pennsylvania
.........._................
American Athletix Ohio,Michigan
Creative Recreational Design,Inc. New Mexico
Custom Playground Solutions Missouri
i
Highwire Washington, Hawaii,Alaska
I
Imagine Nation Illinois,Iowa
K2 Recreation Oregon, Idaho,Washington
Latta's West Virginia
Meaning 2 Play South Carolina
Playspace Design Utah, Idaho,Montana, Nevada
Practice Sports Nebraska �� ��� �����
Recreation Insights Kentucky Indiana
,fill I Recreation Republic California
................. .. ............_.........
.........
Summit Recreation Colorado,Wyoming
..... ....
Ultimate Playgrounds Wisconsin, Minnesota, North Dakota,South Dakota
__ ..._...... ..... .._._.__ ......._. —
Versa Sport Kansas
�p
Scope of Services Section 4
All equipment must be IPEMA Certified. Certification must be included with your proposal submission.
PEMA certificates for the sample playgrounds are attached, labeled Exhibit 28
f l% 4.71nstallation.
All Products provided under this Contract that require assembly and installation should be performed by the
awarded manufacturers' certified installers. Company must provide the names and addresses of each
certified installer/subcontractor by geographical area.
WEST ZONE
Installer Name Installer Address
1747 Colgate Dr.Thousand Oaks, California
PSI 91360
.........
4285 Parkdale Lane,Santa Maria,California
Central Coast Playgrounds 93455
1372 East Valencia Drive, Fullerton,California
Cicero Engineering
92831
Who Built Creative P.O. Box 5207, Petaluma,California 94955
Zasuetta Contracting Inc. Po Box 866, Spring Valley, California 91976
_.... _...._._............
1310 Sierra Oaks Lane, Colfax, California
Recreation Science 95713
2328 N. Batavia Street, Orange County,
TJ Janca Construction Inc.
California 92865-2026
....................... ...................
980 Memorex Dr. Santa Clara,California
Playgrounds Unlimited 95050
43407 Tyl man Street,Temecula,California
Perpetual Parks and Playgrounds 95292
PO Box 80784, Rancho Santa Margarita,
Creative Contractors California 92688
e ............ ....
(list continued next page...)
46 ® ,
Scope of Services Section 4 (continued)
� w
WESTZONE
-
Installdr Name Installer Address �.
3203 California Ave,Carmichael,California
Creekmore Recreation Specialists 95608
7227 N Philadelphia St#1403, Portland,Oregon
K2 Recreation Inc. 97203
Takamine Construction 851 Leilani Street,Hilo, Hawaii 96720
..--...- _.. .....
1266 Bay Loop Southwest,Tumwater,
Cascade Mini Excavating Inc. Washington 98512
...................,.,.,........... ...........
21510 NW Farm Park Dr. Hillsboro,Oregon
Cascadian Landscaping 97124
Community Playgrounds 200 Commercial,Vallejo,California 94599
i ,
......mm.....mm....m.m.m.m..._m.m.m..__.m.m.mm.m._m....m..._.m........___....._.........
10536 S.W. 25th Avenue, Portland, Oregon
G.R. Morgan Construction 97219
42-273 Old Kalanianaole Hwy, Kailua,Hawaii
Goto Construction Inc. 96734
704 Cayo Grande Court, Newbury Park,
Jayne's Brothers California 91320
.. ... -- -
P.O. Box 8236, Bonney Lake,Washington
R&R Construction Inc. 98390
......_......
155 South Garrison Street,Lakewood,
Playco Park Builders Inc. Colorado 94954
Progressive Playgrounds 12784 N. 3rd Street, Parker,Colorado 80134 `
Quality Time Recreation PO Box 471,Clearfield, Utah 84089
(list continued next page...) '....,
I
ji
447
Scope of Services Section 4 (continued)
CENTRAL ZONE
Installer Name Installer Address
Midwest Playground Contractors yg 500 N. Pine St Suite 104,Chaska, Minnesota 55318
... ........ ........._......
PG Playgrounds 5615 E. Huffman Drive, Kechi, Kansas 67067
.......... ............. _..._
Pro Installation Plus 5807 Hibiscus Trail, Crystal Lake, Illinois 60012
Vela Construction 24830 Outer Dr. Lincoln,Michigan 48146
Versasport 2705 N. Pepper Ridge,Wichita, Kansas 67205
EASTERN ZONE
� 6
Installer Name Installer Address
Avon Corporation 5621 Vine Street,Alexandria, Virginia 22310
500 S Whitehorse Rd, Phoenixville, Pennsylvania
Buzz Burger Inc. 19428
..........._____................_ ..............
Custom Park Services 8019 E. Old Jessup Road,Jessup, Maryland 20794
C
Gassner Contracting 122 Markle Road, Belle Vernon, Pennsylvania 15012
Green Acres Landscape&Construction Co. Inc. 21 Malbone Street, Lakeville, Massachusetts 02347
9 _m..
Level Ground 625180th Street, Middle Village,New York 11379
Io Meaning 2 Play 106 Casco Bay Rd, Irmo, South Carolina 29063
P&J Lawn Landscaping Inc. P.O. Box 104, Harwington,Connecticut 06791
(list continued next page...)
448
Scope of Services Section 4 (continued)
EASTERN ZONE
Installer Name - InstallefAddress
617 Tim Hill Rd (P.0-Box 222), Marathon, New York
P&P Installations 13803
Pat Corsetti Inc. 610 Fenimore Ave, Mamaroneck, New York 10543
Playtime Installs LLC 501 Maplewood Ave., Mohnton, Pennsylvania 19540
.._...._ ..........._..
Probuilt P.O. Box 991, Marshfield, Massachusetts 02050
Reale Associates Inc. PO Box 2316,Ocean Bluff, Massachusetts 02065
......
Reese Construction 3720 Lucky Dr. Apex,North Carolina 27539
Rich Picerno Builders 500 Hoiles Drive, Kenilworth, New Jersey 07033OPp�
�y
I Construction 71 West 23rd Street, New York, New York 10010
j
Dicarlo Home Improvements 9974 Blackberry Lane,Great Falls,Virginia 22066
MULTIPLEZONE
Installer Name Installer Address
Evans Recreation P.O. Box 42607, Las Vegas, Nevada 89116
Playgrounds of the Rockies 3295 South Fairplay St,Aurora,Colorado 80014
Green Apex Roofing&Construction LLC 5333 Richmond Ave#15, Houston,Texas 77056
...........m._._..............._>..m._._........................_..
JP and Sons Contracting Inc. 18937 E Via Del Verde, Queen Creek,Arizona 85142
Michigan Recreational Construction Inc. (I P.O. Box 2127, Brighton, Michigan 48116
..._..._ .......................... — _...._.....__
6440 Southpoint Parkway, Floor 3,Jacksonville,
Precision Playgrounds Holdings Florida 32216
The Playground Guys Inc. 5600 SE Lamay Drive, Stuart, Florida 34997
® 449
Contract No.2017001135
Vendor No.303665
EXHIBIT D
FREIGHT RATE SCHEDULES
The following Freight Rate Schedules are an Exhibit to and are incorporated into the Contract to
provide Playground Equipment,Outdoor Fitness Equipment, Surfacing,Site Accessories and
Related Products and Services(the"Contract") between the City of Charlotte and Kompan,Inc.
All freight charges are prepaid to the carrier by KOMPAN and added to the invoice as a separate
line item to the customer.
Contract No.2017001135
Vendor No.303668
EXHIBIT E
PRODUCT WARRANTIES
The following Product Warranties are an Exhibit to and are incorporated into the Contract
to provide Playground Equipment,Outdoor Fitness Equipment, Surfacing, Site Accessories
and Related Products and Services(the "Contract') between the City of Charlotte and
Kompan, Inc.
25
f�rarf�r
Scope of Services Section 4 (continued)
y Jq§ 4.12 Warranty.
Proposals should address each of the following:
1. Applicable warranty and/or guarantees of equipment and installations including any conditions and
response time for repair and/or replacement of any components during the warranty period.
f
� f l Warranty documents for all proposed products attached.
Warranty Response Time
Product Response Time
KOMPAN Playground Equipment 4 8 business days*
KOMPAN Outdoor Fitness Equipment 4-8 business days*
Engineered Wood Fiber 5 business days
Pour In Place Rubber 5-10 business days
- _____..................... ............... _
Rubber Mulch 5 business days
mmm._............. _........ .
Artificial Turf 5-10 business days
............. ......__. _
Rubber Tiles
5-30 business days ..........m.
_._
Site Amenities 5-10 business days
_ ....._. --- . ........
Shelters 5-10 business days
Shades 5-10 business days
Installation Services 1-3 business days
_..................... _._._..__ .
*For customized or discontinued products
additional time may be required.
i
2. Warranty period start date.The City desires the warranty start at the time of substantial completion.
KOMPAN's Warranty period start date will be at time of substantial completion.
3.Availability of replacement parts.
Replacement parts will at the minimum, be available for the duration of the warranty period.
4. Life expectancy of equipment under normal use.
KOMPAN has been producing playground equipment since the 1970's and we still have some equipment in the
field from that time period. Local climate conditions, maintenance,and usage can affect the life expectancy of
equipment. Equipment is built to last through several generations, and can last over 20 years if properly
maintained.
The life expectancy of surfacing products is based on the climate, environment, proper drainage, usage and
maintenance.The minimum life expectancy matches the number of years the product is under warranty. Site
amenities have varied life expectancy based upon the type of materials and the care and maintenance of the
product. The minimum life expectancy matches the number of years the product is under warranty.
5. Detailed information as to proposed return policy on all equipment.
Except as agreed to in writing, all items of Product returned will be subject to Inspection and approval by
KOMPAN prior to acceptance and will result in a restocking charge for all costs associated with the return, but
not less than 50%of the full list price of such returned KOMPAN items or 75%for custom or third party items
450
® a
Contract No.2017001135
Vendor No.303668
EXHIBIT F
SCOPE OF SERVICES
The following Scope of Work is an Exhibit to and incorporated into the Contract to provide
Playground Equipment,Outdoor Fitness Equipment,Surfacing,Site Accessories and
Related Products and Services (the"Contract") between the City of Charlotte and Kompan,
Inc.
4. SCOPE OF SERVICES.
4.1 General Scope.
The Company shall provide various Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products and Services that meets
or exceeds the following requirements to the City and Participating Public Agencies
nationwide.
Participating Public Agencies may have additional specific requirements that might
not be a requirement of the Lead Public Agency. The Company agrees to provide
additional information or documentation to Participating Public Agencies as may be
required per the Master Intergovernmental Cooperative Purchasing Agreement
(between the Lead Public Agency and the Participating Public Agency).
4.2 Product Standards and Guidelines.
It is essential that all Playground Equipment, Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services be in compliance with all
current and applicable Consumer Product Safety Commission (CPSC), Americans
with Disabilities Act (ADA) and ADA Accessibility Guidelines (ADAAG), and
ASTM Standards and other applicable laws and regulations in the state of North
Carolina or in accordance with the laws and applicable purchasing policies of the
State and locality where the Participating Public Agencies exists.
Manufacturers must be a member of the International Play Equipment Manufacturers
Association (IPEMA) and ISO 9001 and 14001 certified. All equipment must be
IPEMA Certified and meet all current American Society of Testing and Materials
(ASTM), Consumer Product Safety Commission (CPSC), and IPEMA standards.
4.2.1 American Society for Testing and Materials (ASTM):
ASTM-F1487- 11 Standard Consumer Safety Performance
Specification for Playground Equipment for
Public use.
AS"fM-F1292-13 Standard Specification for Impact Attenuation of
Surface Systems within the Use Zone of
Playground Equipment.
ASTM 1951-09 Standard Specifications for Determination of
Surface Systems Under and Around Playground
Equipment.
26
Contract No.2017001135
Vendor No.303668
ASTM F2049-11 Fences/Barriers for Public, Commercial, and
Multifamily Residential Use Outdoor Play
Areas.
ASTM F2075 Standard Specifications for Engineered Wood
Fiber for Use as a Playground Safety Surface
and Around Playground Equipment.
4.2.2 Printed Handbook for Public Playground Safety(CPSC)
Equipment must meet all guidelines stated in the "Handbook for Public
Safety" published by the Consumer Product Safety Commission. Copies of
publication No. 325 may be obtained from U.S. Consumer Product Safety
Commission, Washington, DC 20207.
4.2.3 International Play Equipment Manufacturers Association (IPEMA)
[PEMA provides third-party Product Certification services for U.S. and
Canadian public play equipment and U.S. public play surfacing materials.
The services provide for the validation of a participant's certification of
conformance to the standards referenced above. Both certifications are
administered by Detroit Testing Laboratory, Inc. For more information on
certification and membership, visit IPEMA's website at: www.ipema.�.
All equipment must be IPEMA Certified. Certification must be included
with your proposal submission.
4.3 Environmental Purchasing Requirements.
The Company must provide documentation of their environmental sustainability
policies, measures, and initiatives with their Proposal response per Section 2.6.15 and
Section 7 - U.S. Communities Requirements of this RFP.
4.4 New Products and Services.
New Products and Services may be added to the resulting Contract(s) during the term
of the Contract by written amendment, to the extent that those Products and Services
are within the scope of this RFP and include, but will not be limited to, new Product
added to the Manufacturer's listing offerings, and services which reflect new
technology and improved functionality. All requests are subject to review and
approval of the City of Charlotte.
4.5 Replacement Parts.
The Company must stock replacement parts for a minimum of 15 years on all play
systems and provide parts within two (2) weeks (14 calendar days) from the time an
order is placed by the Participating Public Agency. Some parts may take longer than
two weeks, and that will be communicated at the time the order is placed.
4.6 Surfacing Material.
Surfacing Material must meet all guidelines stated in the Handbook for Public
Playground Safety, and most current versions of ASTM-F1292-13, F2075-15, F3012-
14, and all other applicable ASTM standards and guidelines as certified by an
independent laboratory conforming to IPEMA safety standards as identified for the
playground industry.
27
Contract No.2017001135
Vendor No.303668
4.7 Installation.
All Products provided under this Contract that require assembly and installation
should be performed by the awarded manufacturers' certified installers. Company
must provide the names and addresses of each certified installer/subcontractor by
geographical area.
All work must be performed according to the standards established by the terms,
specifications, drawings, and construction notes for each project, and meet
manufacturer's specifications and industry standards. It shall be the obligation of the
Installer to obtain clarification from the Project Coordinator concerning questions or
conflicts in the specifications, drawings and construction notes in a timely manner as
to not delay the progress of the work.
4.8 Design.
The Company must have the capability to recommend and design appropriate play
systems/strictures to fit the need of the site for age groups to be determined by
Participating Public Agency. Company must provide drawings (plan and elevation)
of all pertinent aspects of the play equipment and its method of connection to the
work. Final playground layout drawings shall be to scale and legible and must show
location of play equipment and dimensions of use zones. All designs shall indicate
ADA accessible routes, and percentage of ADA accessible components.
4.9 Project Management.
The Company must have the ability to provide project management services to help
Participating Agencies complete their projects on-time and within budget.
4.10 Safety.
The Company and installers or subcontractors performing services for Charlotte-
Mecklenburg are required and shall comply with all Occupational Safety and Health
Administration(OSHA), State and County Safety and Occupational Health Standards
and any other applicable rules and regulations. The Company and subcontractors
shall be held responsible for the safety of their employees and any unsafe acts or
conditions that may cause injury or damage to any persons or property within and
around the work site area under this contract.
4.11 Literature and Catalogs.
The Company will be required to furnish and/or update all price lists, listings, color
charts and other literature as requested within fifteen (15) days after notification of
award. All catalogs may be electronic versions.
4.12 Warranty.
The Company should address each of the following:
1. Applicable warranty and/or guarantees of equipment and installations
including any conditions and response time for repair anti/or replacement of
any components during the warranty period.
2. Warranty period start date. The City desires the warranty start at the time of
substantial completion.
3. Availability of replacement parts.
4. Life expectancy of equipment under normal use.
5. Detailed information as to proposed return policy on all equipment.
4.13 Lead Time and Delivery.
28
Contract No.2017001135
Vendor No.303668
I. Company must provide a four (4) week lead time on limited number of
configurations, with no up charge. Participating Public Agencies should consult
with their local Sales Representative for Lead times for specific products as times
vary based upon type of product.
a. Most of the Company's bestselling Products are stocked in our
Middletown, Pennsylvania storage facility and can be shipped for
immediate delivery — one to seven days, dependent upon the delivery
location.
b. 64% of the Company's Products will be shipped for delivery from the
east coast within five weeks.
c. 26% of the Company's Products will be shipped for delivery from the
east coast within eight weeks.
d. The remaining 10% of the Company's Products have delivery times
that are dependent on the customizations, color and material selections
as these Products are highly specialized and a result of project
collaboration with the customer.
2. Deliveries may be made typically between the hours of 8:30 a.m. and 3:30 p.m.,
local time, on regular business days unless other arrangements have been made.
Delivery location shall be stated on each purchase order issued by Participating
Agencies.
3. The Company will ensure that all items are delivered fully assembled or
assembled by vendor or its designated subcontractor on site as may be designated
by the Participating Public Agency. The Company will assure that all items are
packed in accordance with prevailing commercial practices and delivered and
assembled and installed in the first class condition.
4. When the purchase order calls for delivery to a specific location (other than door
delivery) the vendor will deliver in accordance with the delivery instructions
provided by the Participating Public Agency and shall perform inside delivery,
assembly, set in place in proper location, make ready for use and remove all
debris.
5. The Company shall authorize immediate replacement of any item that has been
damaged in transit.
6. If deliveries are required in the evenings or weekends, or designated holidays,
special installation charges will be negotiated. It is expected that the pricing will
be fair and reasonable based upon specific requirements.
4.14 Optional Work.
Company will be required to provide quotations on a case-by-case basis for optional
related work such as, but not limited to, removal and/or reinstallation of Playground
& Fitness Equipment, timbers, and fencing as may be required to provide a full
turnkey solution to Participating Public Agencies.
4.15 Material Specifications.
Equipment material specifications may vary between cities, counties, schools and
states. Each Participating Entity will provide required specifications to include, but
not be limited to, acceptable material, finish, diameters, thickness, gage, and angles
of all components when placing orders or as necessary.
29
Contract No.2017001135
Vendor No.303668
4.16 Additional Requirements.
The Company may be required and agrees to comply with additional state, or local
laws and policies of the individual Participating Public Agencies.
4.17 Performance Bond.
The Company may be required to provide a performance bond as required by
Participating Public Agencies for each project as required by local or state laws and
policies.
4.18 Reports.
The Company must maintain all records in compliance with federal and state
regulations. A statistical report and an annual tabulated report must be submitted
electronically to the Lead Public Agency upon request.
4.19 Pricing.
The Company must submit a cost proposal fully supported by data adequate to
establish the reasonableness of the proposed fee. One(1) firm fixed percent4gg
discount off of a verifiable list price for each category (defined in Section 1.3): 1)
Playground Equipment (including components, replacement parts); 2) Outdoor
Fitness Equipment: 3) Site Accessories; 4) Surfacing Materials; 5) all other related
Products (Shade Structures, Skate Parks, and other categorized Products); and 6)
Services offered by the Company, for the life of the contract is preferred.
Prices must include manufacturer mark up, profit, item cost and storage to allow each
customer the ability to calculate and verify discount. All manufacturer price lists
must be identified in the Proposal response.
Proposals must include an itemized list of any Products and Services that the
Company intends to include in the Master Agreement and assume responsibility for
as prime contractor, but are offered by the individual authorized distributors and not
included in the Company's catalog. The list must identify the distributors name and
location that offers each product and service included. The Company shall be the
prime contractor and remain solely responsible for contractual performance, and
reporting, per Section 2.6.7 of this REP for any Products and Services offered by the
authorized distributor.
Proposals shall not include Products and Services the Company does not intend to
offer, or take responsibility for, as prime contractor.
4.19.1 Volume Discounts: Please include any volume discounts offered to the Lead
Public Agency and Participating Public Agencies.
4.19.2 Rebates: Please include any rebates offered to Lead Public Agency and
Participating Public Agencies..
4.19.3 Product,Design and Price Comparison.
For comparison purposes only, the Company must provide the following
information for the three (3) sai113?jc :y>ui? _ usi ,ts„included in Section
6, Form 4:
1. Cost breakdown of all components using proposed discounts and list
prices;
2. Manufacturer Price List ID
30
Contract No.2017001135
Vendor Nu.303668
3. Three dimensional drawings
4. Number of kids that can use the playground;
5. Total number of play components:
• Number of ground level components
• Number of accessible ground level components
• Number of elevated components
• Number of accessible elevated components
6. Play Structure Size
7. Deck Sizes
8. Diameter of Uprights
9. Color options
10. Minimum time needed from date of design to delivery of equipment.
4.20 Installation.
Company response must include a defined installation fee program. If a percentage of
total dollar amounts of each order are proposed, the Company must submit one (1)
fixed percentage for all installation services for all Participating Public Agencies,
regardless of location, for the life of the contract.
4.21 Shipping and Delivery.
Company must include a defined shipping program with their Proposal responses. If
shipping is charged separately, only the actual cost of the freight may be added to an
invoice. Shipping charges calculated as a percentage of the product price cannot be
used.
1. Unless specifically stated otherwise in the "Shipping Program" included in
the Company's Proposal response, all prices quoted must be F.O.B.
destination with freight prepaid by the Company.
2. Additional costs for expedited deliveries may be added.
3. Selection of a carrier for shipment will be the option of the Participating
Public Agency paying for said shipping.
4.22 Price Adjustments.
All proposed pricing shall remain firm for the first year of the subsequent
Contract (through June 30, 2018). Company may request price increases for
consideration at least sixty (60) days prior to each anniversary of the Contract
effective date. All requests must be submitted in writing to City of Charlotte
Procurement Management along with documentation of bona fide materials and labor
increases for the cost of Products. No adjustments shall be made to compensate a
Company for inefficiency in operation or for additional profit. Price decreases shall
be accepted at any time during the term of the contract.
4.23 References.
Proposals must include a minimum of five (5) customer references (see Section 6,
For n 7)that Company has provided products and services similar to those outlined in
this RFP.
4.24 Prevailing Wages.
Company must comply with the prevailing wage requirements of each state. Please
include any exceptions to this requirement in your proposal response, per Section
2.6.12 of the RFP.
31
Contract No.2017001135
Vendor No.303668
EXHIBIT H
CONFIDENTIALITY TERMS
This Exhibit H is an exhibit to the Contract to Provide Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products and Services (the "Contract")
between the City of Charlotte, a North Carolina municipal corporation (the "City"), and
Kompan.Inc., a corporation doing business in North Carolina(the"Company"). Unless otherwise
stated in this Exhibit, the defined terms stated herein shall have the same meanings ascribed to
them in the main body of the Contract.
1. CONFIDENTIAL INFORMATION. "Confidential Information" means any information, in
any medium(whether written, oral or electronic), obtained from the City or the Company or
any of their respective suppliers, contractors or licensors which falls within any of the
following general categories:
IT. Trade secrets. For purposes of this Contract,trade secrets consist of information of the
City or the Company or any of their respective suppliers, contractors or licensors: (a)
that derives value from being secret; and(b)that the owner has taken reasonable steps to
keep confidential. Examples of trade secrets include information relating to proprietary
software, new technology, new products or services,flow charts or diagrams that show
how things work, manuals that tell how things work and business processes and
procedures.
1.2. Information marked "Confidential"or `Proprietary."
1.3. Information relating to criminal investigations conducted by the City, and records of
criminal intelligence information compiled by the Citv.
1.4. Any attorney/client privileged information disclosed by either party.
1.5. Information contained in the City's personnel files, as defined by KC. Gen. Stat. 1611A-
168 This consists of information gathered by the City about employees, exceptjor
that information which is a matter of public record under North Carolina law.
1.6. Personal identij�ing information about individuals that the City is prohibited from
disclosing by law, including:
(a) Social security or employer taxpayer identification numbers.
(b) Drivers license(drivers license numbers are not included if the number appears on
law enforcement records),State identification card,or passport numbers.
(c) Checking account numbers.
(d) Savings account numbers.
(e) Credit card numbers.
(t) Debit card numbers.
(g) Personal Identification(PIN) Code as defined in G.S. 14-113.8(6).
(h) Digital signatures.
(i) Any other numbers or information that can be used to access a person's financial
resources.
O 6iometric data.
(k) Fingerprints.
(1) Passwords.
1.7. The security features of the City's electronic data processing systems, information
technology systems, telecommunications networks, and electronic security systems,
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Contract No.2017001135
Vendor No.303668
including passwords, security standards, security logs, procedures, processes,
configurations, software and codes.
1.8, Local tax records of the City that contain information about a taxpayer's income or
receipts.
1.9. Any data collected from a person applying for financial or other types of assistance,
including but not limited to their income, bank accounts, savings accounts, etc.
1.10. Building plans of City-owned buildings or structures, as well as specific details of
public security plans.
1.11. Billing information of customers compiled and maintained in connection with the City
providing utility services.
1.12. Plans to prevent or respond to terrorist activity, including vulnerability and risk
assessments,potential targets, specific tactics or specific security or emergency
procedures,the disclosure of which would jeopardize the safety of government
personnel or the general public or the security of any governmental facility, structure
or information storage system(s).
1.13. Other information that is exempt from disclosure under the North Carolina public
records laws.
The information described in Sections 1.1 through 1.13 is a subcategory of Confidential
Information called "Highly Restricted Information." Highly Restricted Information is subject to
all requirements applicable to Confidential Information, but is also subject to additional
restrictions as set forth in this Exhibit H.
The parties acknowledge that Confidential Information includes information disclosed prior to
execution of this Contract as well as information disclosed after execution.
Notwithstanding the above, contracts between the Company and the City are not Confidential
Information and will be considered public records, except for attached exhibits that: (a) meet the
legal requirements for trade secrets; and(b) are clearly identified as such.
2. RESTRICTIONS AND REQUIREMENTS. Each party shall comply with the following
restrictions and requirements regarding Confidential Information:
2.1. Neither party shall copy,modify, enhance, compile or assemble(or reverse compile or
disassemble), or reverse engineer Confidential Information,except as authorized by
written agreement of the parties or by the written consent of the other party.
2.2. Neither party shall, directly or indirectly, disclose, divulge, reveal, report or transfer
Confidential Information of the other to any third party, other than an agent,
subcontractor or vendor of the City or the Company who: (a) has a need to know such
Confidential Information for purposes contemplated by this Contract, and(b) has
executed a confidentiality agreement incorporating substantially the form of this Exhibit
H. Notwithstanding the foregoing, Company shall not directly or indirectly, disclose,
divulge, reveal, report or transfer Highly Restricted of the other to any third party
without the City's prior written consent.
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Contract No.2017001135
Vendor No.303668
2.3. Neither party shall use any Confidential Information of the other for its own benefit or
for the benefit of a third party, except to the extent such use is authorized by this
Contract or other written agreements between the parties hereto, or is for the purpose for
which such Confidential Information is being disclosed.
2.4. Neither party shall remove any proprietary legends or notices, including copyright
notices, appearing on or in the Confidential Information of the other.
2.5. Each party shall use reasonable efforts to prohibit its employees, vendors, agents and
subcontractors from using or disclosing the Confidential Information in a manner not
permitted by this Contract.
2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for
disclosure of Confidential Information, the party upon which the demand is made shall
notify the other party of the demand, and shall cooperate with and reasonably assist the
other party in seeking a protective order or other appropriate relief to prevent or restrict
and protect any disclosure of Confidential Information.
2.7. All materials which constitute, reveal or derive from Confidential Information shall be
kept confidential to the extent disclosure of such materials would reveal Confidential
Information.
2.8. Each party shall restrict employee access to the Confidential Information of the other
party to those employees having a need to know for purposes of carrying out the
business relationships contemplated by this Contract.
2.9. The Company shall comply with the City's Restricted Data Policy, a copy of which is
posted on the City's website, and with any instructions or procedures issued by City key
business units from time to time with respect to protecting specific types of Confidential
Information.
2.10. Each party shall take reasonable measures to prevent the use or disclosure of
Confidential Information by its employees in a manner not permitted by this Exhibit H.
The Company shall have each of its employees who will have access to the Confidential
Information sign a confidentiality agreement which provides the City and its vendors,
licensors, subcontractors, employees and taxpayers the same level of protection as
provided by this Exhibit H, including compliance with the City's Restricted Data Policy.
2.11. The Company shall further ensure that each person who obtains access to Confidential
Information through the Company (including but not limited to Company's employees
and subcontractors)has undergone training sufficient to understand his or her
responsibilities with respect to this Exhibit H and the City's Restricted Data Policy.
3. EXCEPTIONS. The disclosing party to this Contract agrees that the receiving party
("Recipient") shall have no obligation with respect to any Confidential Information that the
Recipient can establish:
3.1. was already known to Recipient prior to being disclosed by the disclosing party;
3.2. was or becomes publicly known through no wrongful act of Recipient;
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Vendor No.303668
3.3. was rightfully obtained by Recipient from a third party without similar restriction and
without breach hereof;
3.4. was used or disclosed by Recipient with the prior written authorization of the other
party;
3.5. was disclosed pursuant to the requirement or request of a governmental agency, which
disclosure cannot be made in confidence, provided that, in such instance, Recipient shall
first give to the other party notice of such requirement or request;
3.6. was disclosed pursuant to the order of a court of competentj urisdiction or a lawfully
issued subpoena, provided that the Recipient shall take reasonable steps to obtain an
agreement or protective order providing that this Contract will be applicable to all
disclosures under the court order or subpoena.
4. DATA. The Company will treat as Confidential Information all data provided by the City or
processed for the City or for citizens under this Contract(including metadata). Such data shall
remain the exclusive property of the City. The Company will not reproduce, copy, duplicate,
disclose, or in any way treat the data supplied by the City in any manner except that
contemplated by this Contract.
5. PUBLIC RECORDS.Notwithstanding anything contained herein to the contrary, the parties
recognize and acknowledge that the City is a subdivision of the State of North Carolina and
is, therefore, subject to the North Carolina Public Records Act(the "Act")at N.C. Gen. Stat.
132-1 et seq. The parties further acknowledge that any Confidential Information that is a
public record under North Carolina law may be released and disclosed by the City pursuant to
the Act, and that any such release or disclosure shall not in any way constitute a breach of this
Contract, nor shall the City be liable to the Company for such release or disclosure.
In the event the City receives a request for disclosure of Confidential Information which the
Company has specifically marked "Confidential" or "Proprietary" the City shall give the
Company written notice of such request(the "Notice of Request for Disclosure"). In the event
the Company has a reasonable basis for contending that the disclosure of such Confidential
Information is not required by the Act,the Company shall within ten(10)days after receipt of
the Notice of Request for Disclosure notify the City in writing of its objection to disclosure
and the basis therefor. The Company shall indemnify, defend and hold harmless the City
from and against all losses, damages, liabilities, costs, obligations and expenses (including
reasonable attorneys' fees) incurred by the City in connection with any refusal by the City to
disclose Confidential Information after receiving an objection to disclosure from the
Company. If the City receives no written objection from the Company within ten (10) days
after the Company's receipt of a Notice of Request for Disclosure, the City shall disclose the
Conftdential Information referenced in the Notice of Request for Disclosure.
Notwithstanding the foregoing, the parties agree that the computer database information that
the City is required to disclose under N.C. Gen. Stat. §132-6.1 shall not be deemed
Confidential Information, and that the City shall be entitled to disclose such information
without notice to the Company.
6. REMEDIES. Each party acknowledges that the unauthorized disclosure of the Confidential
Information of the other will diminish the value of the proprietary interests therein.
Accordingly, it is agreed that if a party breaches its obligations hereunder, the other party
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Contract No.2017001135
Vendor No.303668
shall be entitled to equitable relief to protect its interests, including but not limited to
injunctive relief, as well as monetary damages.
Nothing in this Contract shall be deemed to eliminate or lessen any obligation either party may
have at law with respect to protecting the confidentiality of Confidential Information, except as
the provisions of this Contract expressly authorize the release of Confidential Information.
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DocuSign Envelope ID: 1822A9FB-836E-4566-838E-24D16824E611
ADMINI.STRATIQN AGREEMENT
This ADMINISTRATION AGREEMENT("Agreement')is made as of July 1 2017, by and
between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE("US.
Communities")and KOMPAN, INC. ("Supplier").
RECITALS
WHEREAS, the City of Charlotte,NC ("Lund P'&ic Ag has entered into a certain
Master Agreement dated as of even date herewith, referenced as Agreement No. 2017001135, by and
between Lead Public Agency and Supplier(as amended from time to time in accordance with the terms
thereof,the"Master aster Agrcernem") for the purchase of Playground and Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services (the "Product,$and Services");
WHEREAS, the Master Agreement provides that any state, county, city, special district, local
government, school district, private K-12 school, technical or vocational school, higher education
institution(including community colleges, colleges and universities, both public and private),other
government agency or nonprofit organization (each a"Public Agencv" and collectively, "Public
Agencies") may purchase Products and Services at the prices indicated in the Master Agreement upon
prior registration with U.S. Communities, in which case the Public Agency becomes a"Participating
Public Agency';
WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases
under the Master Agreement to Participating Public-Agencies;
WHEREAS, U.S. Communities serves in an administrative capacity for Lead Public Agency and
other lead public agencies in connection with other master agreements offered by U.S. Communities;
WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the
Master Agreement on the same basis as other master agreements;
WHEREAS, "U.S. Communities Government Purchasing Alliance" is a trade name licensed by
U.S. Communities Purchasing& Finance Agency; and
WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make
available the Master Agreement to Participating Public Agencies.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, U.S.
Communities and Supplier hereby agree as follows:
ARTICLE I
LNE: A ,TLRM�AND CONDITION
1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by
reference as though frilly set forth herein, and the terms and conditions contained therein shall apply to
this Agreement except as expressly changed or modified by this Agreement.
1.2 U.S. Communities shall be afforded all of the rights, privileges and indetrmifications
afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and
indemnifications shall accrue and apply with equal effect to U.S. Communities under this Agreement
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including, without limitation, Supplier's obligation to provide insurance and indemnifications to Lead
Public Agency.
1.3 Supplier shall perform all duties, responsibilities and obligations required under the
Master Agreement.
1.4 U.S. Communities shall perform all of its duties,responsibilities and obligations as
administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges
that U.S. Communities shall act in the capacity of administrator of purchases under the Master
Agreement.
1.5 With respect to any purchases made by Lead Public Agency or any Participating Public
Agency pursuant to the Master Agreement, U.S. Communities (a)shall not be construed as a dealer, re-
marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such
Participating Public Agency, (b)shall not be obligated, liable or responsible(i)for any orders made by
Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a
Participating Public Agency under the Master Agreement,or(ii) for any payments required to be made
with respect to such order, and (e) shall not be obligated, liable or responsible for any failure by a
Participating Public Agency to(i) comply with procedures or requirements of applicable law or
ordinance, or(ii)obtain the due authorization and approval necessary to purchase under the Master
Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum
purchases required to be made by Lead Public Agency,any Participating Public Agency, or any employee
of Lead Public Agency or a Participating Public Agency under the Master Agreement.
ARTICLE. II
TERM OF AGREEMENT
2.1 This Agreement is effective as of July 1", 2017 and shall terminate upon termination of
the Master Agreement or any earlier termination in accordance with the terms of this Agreement,
provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities
through the termination of this Agreement and all indemnifications afforded by Supplierto
U.S. Communities shall survive the term of this Agreement.
ARTICLE III
a COVIrNANTS
3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide
benefits to the Lead Public Agency, Public Agencies and Supplier. The successful foundation of the
relationship requires certain representations and covenants from both U.S. Communities and Supplier.
3.2 U.S. Communities'_ReprGscnCations an l C ovennnts.
(a) Markelin U.S. Communities shall proactively market the Master Agreement
to Public Agencies using resources such as a network of major sponsors including the National League
of Cities (NLC), the National Association of Counties (NACo), the United States Conference of
Mayors (USCM), the Association of School Business Officials (ASBO), and the National Governor's
Association (NGA)(collectively, the"Founding Co-5 oLj5nl,"), and individual national, regional and
state-level sponsors. In addition,the U.S. Communities staff shall make best efforts to enhance
Supplier's marketing efforts through meetings with Public Agencies,participation in key events and
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tradeshows and other marketing activity such as advertising, articles and promotional campaigns.
b �g p gS Sttpport. U.S. Communities shall provide
1"rratnon aruld Kr�cw;l;�cl MaltaszctttunE,.mm,
support for the education,training and engagement of Supplier's sales force as provided herein. Through
its staff(each, a`Program M'nnagei" and collectively, the"Pro am Manaaers"), U.S. Communities shall,
with scheduling assistance from Supplier,conduct training sessions and conduct calls jointly with
Supplier to Public Agencies. U.S. Communities shall also provide Supplier with access to U.S.
Communities' private intranet website which provides presentations, documents and information to assist
Supplier's sales force in effectively promoting the Master Agreement.
3.3 5_Loilier's Idepresenl_ati ons and C fiver li,S. Supplier hereby represents and covenants as
follows in order to ensure that Supplier is providing the highest level of public benefit to Participating
Public Agencies(such representations and covenants are sometimes referred to as" 1p iee—s
Commitments" and are comprised of the Corporate Commitment, Pricing Commitment, Economy
Commitment and Sales Commitment):
(a) Corporate Commihinent.
(i) The pricing, terms and conditions of the Master Agreement shall, at all
times, be Supplier's primary contractual offering of Products and Services to Public Agencies. All of
Supplier's direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the
Master Agreement is Supplier's primary offering and notj ust one of Supplier's contract options.
(ii) Supplier's sales force (including inside, direct and/or authorized dealers,
distributors and representatives) shall always present the Master Agreement when marketing Products or
Services to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing customers of
Supplier as to the pricing and other value offered through the Master Agreement.
(iv) Upon authorization by a Public Agency, Supplier shall transition such
Public Agency to the pricing, terms and conditions of the Master Agreement.
(v) Supplier shall ensure that the U.S. Communities program and the Master
Agreement are actively supported by Supplier's senior executive management.
(vi) Supplier shall provide a national/senior management level representative
with the authority and responsibility to ensure that the Supplier's Commitments are maintained at all
times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving
communications from U.S. Communities concerning new Participating Public Agency registrations and
for ensuring timely follow-up by Supplier's staff to requests for contact from Participating Public
Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier-based
internet web page dedicated to Supplier's U.S. Communities program and linked to U.S. Communities'
website and shall implement and support such web page.
(vii) Supplier shall demonstrate in its procurement solicitation response and
throughout the term of the Master Agreement that national/senior management fully supports the U.S.
Communities program and its commitments and requirements. National/Senior management is defined as
the executive(s) with companywide authority.
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(viii) Where Supplier has an existing contract for Products and Services with a
state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms
and conditions of the Master Agreement upon the state's request. Regardless of whether the state decides
to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public
Agencies located within the state.
(b) Pril Commitment.
(i) Supplier represents to U.S. Communities that the pricing offered under
the Master Agreement is the lowest overall available pricing(net to purchaser) on Products and Services
that it offers to Public Agencies. Supplier's pricing shall be evaluated on either an overall project basis or
the Public Agency's actual usage for more frequently purchased Products and Services.
(ii) Contracts Offerinz Lower Prices. If a pre-existing contract and/or a
Public Agency's unique buying pattern provide one or more Public Agencies a lower price than that
offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement
and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement.
If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and
report the Public Agency's purchases made under the Master Agreement going forward. The price match
only applies to the eligible Public Agencies. Below are three examples of Supplier's obligation to match
the pricing under Supplier's contracts offering lower prices.
(A) Supplier holds a state contract with lower pricing that is
available to all Public Agencies within the state. Supplier would be required to match the lower
state pricing under the Master Agreement and make it available to all Public Agencies within the
state.
(B) Supplier holds a regional cooperative contract with lower pricing
that is available only to the ten cooperative members. Supplier would be required to match the
lower cooperative pricing under the Master Agreement and make it available to the ten
cooperative members.
(C) Supplier holds a contract with an individual Public Agency. The
Public Agency contract does not contain any cooperative language and therefore other Public
Agencies arc not eligible to utilize the contract. Supplier would be required to match the lower
pricing under the Master Agreement and make it available only to the individual Public Agency.
(iii) qcyratil ng Pattult Occasionally U.S. Communities and
Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that
considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes
Supplier's pricing under the Master Agreement to be higher than an alternative contract held by Supplier.
Phis could be created by a unique end-user preference or requirements. In the event that this situation
occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s)
causing the large deviation for that Public Agency. Supplier would not be required to lower the price for
other Public Agencies.
(iv) Supvihr:r's QpJons_in Res op nding Cn su Third Party ProcureAment.
Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on
to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities
recognizes that for various reasons some Public Agencies will issue their own solicitations. The
following options are available to Supplier when responding to a Public Agency solicitation:
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DocuSign Envelope ID: 1822A9FB-866E-4566-838E-24D16824E611
(A) Supplier may opt not to respond to the procurement solicitation.
Supplier may make the Master Agreement available to the Public Agency as a comparison to its
solicitation responses.
(6) Supplier may respond with the pricing, terms and conditions of
the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales
under the Master Agreement.
(C) If competitive conditions require pricing lower than the standard
Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If
Supplier is awarded the contract,the sales would be reported as sales under the Master
Agreement. Supplier would not be required to extend the lower price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation with
pricing that is higher(net to buyer)than the pricing offered under the Master Agreement. If
awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3,
including,without limitation, the requirement to continue to advise the awarding Public Agency
of the pricing, terms and conditions of the Master Agreement.
(E) Supplier may respond to the procurement solicitation with
pricing that is higher(net to buyer)than the pricing offered under the Master Agreement and if an
alternative response is permitted, Supplier may offer the pricing under the Master Agreement as
an alternative for consideration.
(c) Lepaum Coulluitulut. Supplier shall demonstrate the benefits, including the
pricing advantage, of the Master Agreement over alternative options,including competitive solicitation
pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies
as a more effective alternative to the cost and time associated with such alternate bids and solicitations.
(d) Sales Commitment. Supplier shall market the Master Agreement through
Supplier's sales force or dealer network that is properly trained, engaged and committed to offering the
Master Agreement as Supplier's primary offering to Public Agencies. Supplier's sales force
compensation and incentives shall be greater than or equal to the compensation and incentives earned
under other contracts to Public Agencies.
(i) SuppHer,Sales. Supplier shall be responsible for proactive sales of
Supplier's Products and Services to Public Agencies and the timely follow-up to sales leads identified by
U.S. Communities. Use of product catalogs, targeted advertising, direct mail, online marketing and other
sales initiatives are encouraged. All of Supplier's sales materials targeted towards Public Agencies shall
include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this
Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name,
trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose.
Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark,
or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its
logo and the standards to be employed in the use of the logo. During the term of the Agreement,the
Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the
logo for purposes of reproducing and using Supplier's name and logo in connection with the advertising,
marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S.
Communities by providing camera-ready logos and by participating in related trade shows and
conferences. At a minimum, Supplier's sales initiatives shall communicate that(i)the Master Agreement
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was competitively solicited by the Lead Public Agency, (ii)the Master Agreement provides the Supplier's
best overall pricing and value to eligible agencies, (iii)there is no cost to Participating Public Agencies,
and(iv)the Master Agreement is a non-exclusive contract.
(ii) jk4eadints and Logo Compliance. Supplier shall be responsible for
complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by
Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for
review and approval.
(iii) "_a(e Lgrce"_raining. Supplier shall train its national sales force on the
Master Agreement and U.S. Communities program. U.S. Communities shall be available to train on a
national, regional or local level and generally assist with the education of sales personnel.
(iv) jAt!i ,ipating Public Amy Access. Supplier shall establish the
following communication links to facilitate customer access andeommunication:
(A) A dedicated U.S. Communities internet web-based homepage
that is accessible from Supplier's homepage or main menu navigation containing:
(1) U.S. Communities standard logo with Founding Co-
Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any amendments;
(4) Summary of Products and Services pricing;
(5) Electronic link to U.S. Communities' online registration
page; and
(6) Other promotional material as requested by U.S.
Communities.
(B) A dedicated toll-free national hotline for inquiries regarding
U.S. Communities.
(C) A dedicated email address for general inquiries in the following
format: uscommunities@(name of supplier).com.
(v) L,fent,ranic Registration. Supplier shall be responsible for ensuring that
each Public Agency has completed U.S. Communities' online registration process prior to processing the
Public Agency's first sales order.
(vi) u lier's P'errormance Review. Upon request by U.S. Communities,
Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier's
performance of the covenants set forth in this Agreement.
(vii) Supplier Content. Supplier may, from time to time, provide certain
graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S.
Communities websites and for general marketing and publicity purposes. During the term of the
Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide,
free, transferrable, license to reproduce, modify,distribute, publically perform, publically display, and use
Supplier Content in connection with U.S. Communities websites and for general marketing and publicity
purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is
the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as
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contemplated hereunder; and(b)the use of Supplier Content and any other materials or services provided
to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the
intellectual property rights or other rights of any third party
3.4 Breach of Suppliers Clepi catinta ions;,and.Covenants. The representations and covenants
set forth in this Agreement are the foundation of the relationship between U.S. Communities and
Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the
representations and covenants set forth in this Agreement, Supplier shall have ninety(90)days from the
notice of default to cure such violation or non-compliance and, if Supplier fails to cure such violation or
non-compliance within such notice period, it shall be deemed a cause for immediate termination of the
Master Agreement at Lead Public Agency's sole discretion or this Agreement at U.S. Communities' sole
discretion.
3.5 lnderl Supplier hereby agrees to indemnify and defend U.S. Communities, and its
parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees,
agents, and representatives from and against any and all claims, costs, proceedings,demands, losses,
damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs)of any
kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's
representations, warranties, or covenants in this Agreement.
ARTICLE IV
PRICING AUDITS
4.1 Supplier shall,at Supplier's sole expense,maintain an accounting of all purchases made
by Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S.
Communities and Lead Public Agency each reserve the right to audit the accounting for a period ofthree
(3) years from the time such purchases are made. This audit right shall survive termination of this
Agreement for a period ofone(1)year from the effective date of termination.U.S.Communities shall
have the authority to conduct random audits of Supplier's pricing that is offered to Participating Public
Agencies at U.S.Communities'sole cost and expense. Notwithstanding the foregoing, in the eventthat
U.S. Communities is made aware of any pricing being offered to three(3) or more Participating Public
Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S.Communities
shall have the ability to conduct a reasonable audit of Supplier's pricing at Supplier's sole cost and
expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit
internally or may engage a third-party auditing firm on a non-contingent basis. Supplier shall solely be
responsible for the cost of the audit. In the event of an audit,the requested materials shall be provided in
the format and at the location where kept in the ordinary course of business by Supplier.
ARTICLE V
FEES& REPORTIN(
5.1 Administrative Pees. Supplier shall pay to U.S. Communities a monthly administrative
fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement,
excluding taxes, in the amount of two percent(2%)of aggregate purchases made during each calendar
month(individually and collectively, "Adr[Yinistrative Fr es"). Supplier's annual sales shall be measured
on a calendar year basis. All Administrative Fees shall be payable in U.S. Dollars and shall be made by
wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S.Communities.
-7-
Docu&gn Envelope ID 1822A9FB-8B6F-4566-838E-24D16824E611
Administrative Fees shall be due and payable within thirty(30) days of the end of each calendar month
for purchases shipped and billed during such calendar month. U.S. Communities agrees to pay to Lead
Public Agency five percent(5%) of all Administrative Fees received from Supplier to help offset Lead
Public Agency's costs incurred in connection with managing the Master Agreement nationally.
5.2 Sales Re�Ji➢rl Within thirty (30) days of the end of each calendar month, Supplier shall
deliver to U.S. Communities an electronic accounting report, in the format prescribed by F.xhibh B,
attached hereto, summarizing all purchases made under the Master Agreement during such calendar
month("Sales Rctaort"). All purchases indicated in the Sales Report shall be denominated in U.S.
Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar
month shall be included in the Sales Report. Submitted reports shall be verified by U.S. Communities
against its registration database. Any data that is inconsistent with the registration database shall be
changed prior to processing. U.S. Communities reserves the right upon reasonable advance notice to
Supplier to change the prescribed report format to accommodate the distribution of the Administrative
Fees to its program sponsors and state associations.
5.3 Exception Reportin> Sales Reports Audits. U.S.Communities or its designee may,at its
sole discretion, compare Supplier's Sales Reports with Participating Public Agency records or other sales
analysis performed by Participating Public Agencies, sponsors, advisory board members or U.S.
Communities staff. If there is a material discrepancy between the Sales Report and such records or sales
analysis as determined by U.S. Communities, U.S. Communities shall notify Supplier in writing and
Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to U.S.
Communities' reasonable satisfaction. Upon resolution of the discrepancy, Supplier shall remit payment
to U.S. Communities' trustee within fifteen(15)calendar days. Any questions regarding an exception
report should be directed to U.S. Communities in writing to reporting(c�uscommunities.org. If Supplier
does not resolve the discrepancy to U.S. Communities' reasonable satisfaction within thirty (30)days,
U.S. Communities shall have the right to engage outside services to conduct an independent audit of
Supplier's reports. Supplier shall solely be responsible for the cost of the audit.
5.4 Online Reporting. Within forty-five (45)days of the end of each calendar month, U.S.
Communities shall provide online reporting to Supplier containing Supplier's sales reporting for such
calendar month. Supplier shall have access to various reports through the U.S. Communities intranet
website. Such reports are useful in resolving reporting issues and enabling Supplier to better manage its
Master Agreement.
5.5 1Js &pg iRg. Within thirty(30)days of the end of each contract year, Supplier shall
deliver to U.S. Communities an electronic usage report of all sales under the Master Agreement,
including:
(i) Supplier's Product Number
(ii) Product Description
(Hi) Manufacturer Name
(iv) Manufacturer Number
(v) Unit of Measure
(vi) U.S. Communities Price
(vii) Number of times ordered
(viii) Units sold
(ix) Sales by Manufacturer
-8-
DocuSign Envelope ID: 1822A9FB-8B6E-4566-838E-24D16824E611
5.6 Supplier's Failure to Provide Reports or Pay Afiejiistralive fees. Failure to provide a
Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be
regarded as a material breach under 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 Lead Public
Agency's sole discretion or this Agreement at U.S. Communities' sole discretion. All Administrative
Fees not paid within thirty (30)days of the end of the previous calendar month shall bear interest at the
rate of one and one-half percent(1.5%)per month until paid in full.
ARTICLE VI
MISCELLANEOUS
6.1 El
ntirc Agrreement. This Agreement supersedes any and all other agreements, either oral
or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement,
statement, or promise relating to the subject matter of this Agreement which is not contained herein shall
be valid or binding.
6.2 Assitnfi t.
(a) Su1pli.elr. Neither this Agreement nor any rights or obligations hereunder shall be
assignable by Supplier without prior written consent of U.S. Communities, and any assignment without
such consent shall be void.
(b) U.S. Communities. This Agreement and any rights or obligations hereunder may
be assigned by U.S. Communities in U.S.Communities' sole discretion,to an existing or newly
established legal entity that has the authority and capacity to perform U.S. Communities' obligations
hereunder.
6.3 Notices. All reports, notices or other communications given hereunder shall be delivered
by first-class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses
as set forth below. U.S. Communities may, by written notice delivered to Supplier, designate any
different address to which subsequent reports, notices or other communications shall be sent.
U.S. Communities: U.S. Communities
9711 Washingtonian Blvd. Suite 100
Gaithersburg, MD 20878-7381
Attn: Program Manager Administration
Supplier: Kompan, Inc.
821 Grand Avenue Parkway
Pflugerville, TX 78660
Attn: U.S. Communities Program Manager
6.4 Severab'ilitw. 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.
6.5 Waiver. Any failure of a party to enforce,for any period of time, any of the provisions
under this Agreement shall not be construed as a waiver of such provisions or of the right of said party
thereafter to enforce each and every provision under this Agreement.
-9.
DocuSign Envelope ID: 1822A9FB-8B6E-4566-838F-24D16824F611
6.6 Counterparts. This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
6.7 Modifications.This Agreement may not be effectively amended, changed, modified,
altered or terminated without the prior written consent of the parties hereto.
6.8 Governing Law; Arbitration.This Agreement will be governed by and interpreted in
accordance with the laws of the State of California without regard to any conflict of laws principles. Any
dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of
this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, beforeonc
(l)arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration
Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This
clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of
appropriate jurisdiction.The prevailing party will be entitled to recover its reasonable attomeys'fees and
arbitration costs from the other party.The arbitration award shall be final and binding. Each party
commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to
JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator
from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties
covenant that they will participate in the mediation in good faith, and that they will share equally in its
costs. The mediation will be conducted by each party designating a duly authorized officer or other
representative to represent the party with the authority to bind the party, and that the parties agree to
exchange informally such information as is reasonably necessary and relevant to the issues being
mediated. All offers, promises, conduct, and statements, whether oral or written, made in the course of
the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator
or any JAMS employees,are confidential, privileged, and inadmissible for any purpose, including
impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of
its use in the mediation. If the dispute is not resolved within thirty(30)days from the date of the
submission of the dispute to mediation (or such later date as the parties may mutually agree in writing),
the administration of the arbitration shall proceed. The mediation may continue, if the parties so agree,
after the appointment of the arbitrator. Unless otherwise agreed by the parties,the mediator shall be
disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party
from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and
the parties agree not to defend against any application for provisional relief on the ground that a
mediation is pending.
6.9 Successors and Assigns. This Agreement shall inure to the benefit of and shall be
binding upon UK Comunities, Supplier and any successor and assign thereto; subject, however, to the
limitations contained herein.
[Remainder of Page Intentionally Left Blank—Signatures Follow]
-10-
DocuSign Envelope ID: 1822A9FB-866E-4566-838E-24D16824E611
IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and
Supplier has caused this Agreement to be executed in its name, all as of the date first written above.
U.S. Communities:
U.S. C(' W&WLVLjiS GOVERNMENT PURCHASING ALLIANCE
By u1n
Name: Kevin Juhring
Title: President
Supplier:
KOMPAN, INC.
.cU3d3"d byy.
I 4�1 IVV S '1,1W
Bye,�,__®R'Id1I7F:lYWT46am1'<'."......_.,.......,.......,.,..._... ....,
Name: Kerrin Smith
Title: President
DocuSign Envelope ID: 1822A9FB-8B6E-4566-838E-24D16824E611
EXH[B[T A
MASTER AGREEMENT
(To Be Attached)
Exhibit A
DocuSign Envelope ID: 1822A9FB-886E-4566-838E-24D16824E611
EXHIBIT B
SALES REPORT FORMAT
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Exhibit B
US. CONI UNITIES
GOVERNMENT PURCHASING ALLIANCE
MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT
This Master tntcrgovemmental Cooperative Purchasing Agreement("Agreement") is made between certain government
agencies that execute a Lead Public Agency Certificate(collectively,"Lead Public Agencies")to be appended and made a
part hereof and other government agencies("Participating Public Agencies")that agree to the terms and conditions hereof
through the U.S.Communities registration process and made a part hereof.
RECITALS
WI ILREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with their own
policies, procedures,rules and regulations,a number of suppliers(each,a"Contract Supplier")have entered into Master
Agreements with Lead Public Agencies to provide a variety of goods,products and services based on national and
international volumes(herein"Products and Services");
WHEREAS,Master Agreements are made available by Lead Public Agencies through U.S.Communities and provide that
Participating Public Agencies may purchase Products and Services on the same terms,conditions and pricing as the Lead
Public Agency,subject to any applicable local purchasing ordinances and the laws of the State of purchase;
WHEREAS,the parties desire to comply with the requirements and formalities of any intergovernmental cooperative act, if
applicable,to the laws of the State of purchase;
WHEREAS,the parties hereto desire to conserve resources and reduce procurement cost;
WHEREAS,the parties hereto desire to improve the efficiency,effectiveness and economy of the procurement of necessary
Products and Services;
NOW,THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result,
the parties agree as follows:
I. That each party will facilitate the cooperative procurement of Products and Services.
2. That the procurement of Products and Services subject to this Agreement shall be conducted in accordance with and subject
to the relevant statutes,ordinances,rules and regulations that govern each party's procurement practices.
3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the terms and
conditions of the solicitation,except as modification of those terms and conditions is otherwise allowed or required by
applicable law.
4. 1 hat the Lead Public Agencies will make available,upon reasonable request and subject to convenience,information which
may assist in improving the effectiveness, efficiency and economy of Participating Public Agencies' procurement of
Products and Services
5. 'That the Participating Public Agency will make timely payments to the Contract Supplier for Products and Services received
in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and
Services ordered by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency.
Disputes between the Participating Public Agency and Contract Supplier are to be resolved in accordance with the
applicable laws and venue rules of the State of purchase.
6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions or reduced
prices for similar products or services.
7. The Participating Public Agency is solely responsible for ordering,accepting, and paying and any other action, inaction or
decision regarding the Products and Services obtained under this Agreement. A Lead Public Agency shall not be liable in
any fashion for any violation by a Participating Public Agency, and the Participating Public Agency shall be responsible for
its own conduct to the extent permitted by law.
S. The exercise of any rights or remedies by the Participating Public Agency shall be the exclusive obligation of such
Participating Public Agency.
9. This Agreement shall remain in effect until termination by a party giving thirty(30)days prior written notice to U.S.
Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597.
10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or
Participating Public Agency registration, as applicable.
MICPA Version 06.01.17
LEAD PUBLICAGENCY CERTIFICATE
I hereby acknowledge,can behalf of 1. Y , ¢ . VR(,the"Lead Public Agency")that I have react and
agree,to Lite geueraV terms and conditions set fiarth to the enclosed Master Traergoveiranemal Cooperative
Purchasing Agreement,(NHCPA)regulating the use of the Master Agreements and purchase of Products
that from time to time are made available by lead Public Agency to Participating Public Agencies
nationwide through U.S. Communities.Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S.Communities to facilitate use by
Participating Public Agencies_
I understand that the purchase of one or more Products under the provisions of the IvECPA is at the sole
and complete discretion of the Participating Public Agency.
dM -4
Authorized Signature, Lead Public Agency
........ , _.2-'�
Date
MICPA Version 8.1.15
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf of .t(_(the"l cad Public Agency")that I have read and
agree to the general terms and conditions set £brth in the enclosed Master Intergovernmental Cooperative
Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase of Products
that from time to time are made available by Lead Public Agency to Participating Public Agencies
nationwide through U.S-Communities. Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S.Communities to facilitate use by
Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
MARICO ly' Y,A Y NAt,
CHAIRMAN,BOARD OF SUPERVISORS DA"PE
ED
l OCT 16 2015
DEPUTY CLERK o ""._ ........_.._._.m._
F THE BOARD 1 tti p-1 IS— DATE
"-k PROVED A5TO, 1DRM.
I LCrAL COUNSEL DATE
MICPA Version 8.1.15
NCSU Contract Control
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf of North Carolina State University(the-'Lead Public Agency")that I have
read and agree to the general terms and conditions set forth in the enclosed Master Intergovernmental
Cooperative Purchasing Agreement, (MICPA)regulating the use of the Master Agreements and purchase
of Products that from lime to time are made available by Lead Public Agency to Participating Public
Agencies nationwide through U.S.Communities.Copies of Master Agreements and any amendments
thereto made available by Lead Public Agency will be provided to Suppliers and U.S. Communities to
facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
Sharon Lcosman. Director of Materials Management
Authorized Signatu
re, Lead Public Agency
9� A- 0
Date
MICPA Version 8.115
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf of San Diego Unified School District(the"Lead Public Agency")that I
have read and agree to the general terms and conditions set forth in the enclosed Master Intergovernmental
Cooperative Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase
of Products that from time to time are made available by Lead Public Agency to Participating Public
Agencies nationwide through U.S. Communities.Copies of Master Agreements and any amendments
thereto made available by Lead Public Agency will be provided to Suppliers and U.S.Communities to
facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
Authorized Signature,Lead Public Agency
�. � 0�
Date
MICPA Version 8.1.15
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf of the City and County of Denver (the"Lead Public Agency')that 1 have
read and agree to the general terms and conditions set forth in the enclosed Master Intergovernmental
Cooperative Purchasing Agreement, (MICPA)regulating the use of the Master Agreements and purchase
of Products that from time to time are made available by Lead Public Agency to Participating Public
Agencies nationwide through U.S.Communities.Copies of Master Agreements and any amendments
thereto made available by Lead Public Agency will be provided to Suppliers and U.S.Communities to
facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
„ thorized Signature,Lead Pubic Agency
Date
MICPA Version B.I.I S
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf of C'k pf,?wlestau Le(the"Lead Public Agency")that I have read and
agree to the general terms and conditions set forth in the enclosed Master Intergovernmental Cooperative
Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase of Products
that front time to time are made available by Lead Public Agency to Participating Public Agencies
nationwide through U.S. Communities.Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency Pill be provided to Suppliers and U.S.Cotnmmmities to facilitate use by
Participating Public Agencies.
1 understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
Authotircd attire, LcaiI Public Agency..
10/Zb12015
Date
MICPA Version S.1.15
LEAD PUBLIC AGENCY CERTIFICATE
[hereby acknowledge,on behalf of T It C k,(y,,oP Kari,� Q! VtrEYsSt��4,I y,,,,,, (the"Lead Public Agency")that
I have read and agree to the general terms and conditions set forth in the enclosed Master
Intergovernmental Cooperative Purchasing Agreement,(MICPA)regulating the use of the Master
Agreements and purchase of Products that from time to time are made available by Lead Public Agency to
Participating Public Agencies nationwide through U.S. Communities. Copies of Master Agreements and
any amendments thereto made available by Lead Public Agency will be provided to Suppliers and U.S.
Communities to facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
AI
PL
ut "
Authorized Signature,fffff p Lead Public Agency
10
Date
MICPA Version 8,1.15
LEAD PUBLIC AGENCY CERTIFICATE
I liercby acknowledge,on behalf of „�fc ' (Ihe"Lead Public Agency")that I have read and
agree to the general terms and conditions set forth is the enclosed Master Intergovernmental Cooperative
Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase orProducts
that foal time to tittle are made available by Lead Public Agency to Participating Public Agencies
nationwide through U.S. Conununities,Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S.Communities to facilitate use by
Participating Public Agencies,
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
r,
T
Authorized Signature, Lead Public Agency
Date
MICPA Version 8 1.15
V
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge, on behalf of (the'"Lead Public Agency")that t have read and
agree to the general terms and conditions set forth in the enclosed Master Intergovernmental Cooperative
Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase of Products
that from time to time are made available by Lead Public Agency to Participating Public Agencies
nationwide through U.S. Communities. Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S, Communities to facilitate use by
Participating PubIie Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole C
and complete discretion of the Participating Public Agency.
006�-
Authonzed Signature,Lead Public Agency
Date
i
i
f;
I
MICPA Version 8.1.15
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge, on behalf of kw.0,A.„C4-q.�r'�yy(the"Lead Public Agency") that I have read and
agree to the gencral terms and conditions set forth in ttte enclosed Master Intergovernmental Cooperative
Purchasing Agrcement,(MICPA)regulating the use of the Master Agreements and purchase of Products
that hvm time to time are made available by Lead Public Agency to Participating Public Agencies
nationwide through U.S.Communities,Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S.Communities to facilitate use by
Participating Public Agencies.
I understand that the purchase of one or more Products tinder the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
Authorized Signature, Lead Public Aganey
Date
MICPA Version 8 1,15
LEAD PUBLIC AGFNCY CERTIFICATE
I hereby acknowledge,on behalf of Cale o@ t harlotle (the"Lead Public Agency")that I have read and agree
to the general terms and conditions set forth in the enclosed Master Intergovernmental Cooperative
Purchasing Agreement,(MICPA) regulating the use of the Master Agreements and purchase of Products
that from time to time are made available by Lead Public Agency to Participating Public Al-encies
nationwide through U_S. Communities. Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S. Communities to facilitate use by
Panieipating Puhlic Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
Authorized Signature, Lead Public Agency
r
r
Date
MICPA Version 8.1.15
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf ol!'4 4(tile"Lead Public Agcncy") that I have read and.
agree to the general terms and conditions set fo the enclosed Master Intergovernmental Cooperative
Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase of Products
that from time to time are made available by Lead Public Agency to Participating Public Agencies
nationwide through U.S.Communities. Copies of Master Agreements and any amendments thereto made
available by Lead Public Agency will be provided to Suppliers and U.S. Communities to facilitate use by
Participating Public Agencies.
1 understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
mt�zedSyiygnafturree',Lead Public Agency
Date•/'
MICPA Version 8.1.15
I
JI
LEAD PUBLIC AGENCY CERTIFICATE
I hc¢eby acknowledge, on behalf of County of Los Angeles(the "Lead Public Agency'")that I have read
and agree to the general terms and conditions set forth in the enclosed Master Intergovernmental
Co4crative Purchasing Agreement,(MICPA)regulating the use of the Master Agreements and purchase
of Products that from time to time are made available by Lead Public Agency to Participating Public
Agencies nationwide through U.S.Communities. Copies of Master Agreements and any amendments
ther o made available by Lead Public Agency will be provided to Suppliers and U.S.Communities to
racill irate use by Participating Public Agencies.
i
1 understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and 6iopletc discretion of the Participating Public Agency„
i Atatorized Signature, Lead Public Agency
September 2.2015
Date
I
i
MICPA Version 8.1-15
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge,on behalf of IIarford Cotmty Pubdie SaMtruls,(the"Lead Public Agency")that I have
read and agree to the general terms and conditions set forth in the enclosed Master Intergovernmental
Cooperative Purchasing Agreement, (MICPA)regulating the use of the Master Agreements and purchase
of products that from time to time are made available by Lead Public Agency to Participating Public
Agencies nationwide through U.S. Communities. Copies of Master Agreements and any amendments
thereto made available by Lead Public Agency will be provided to Suppliers and U.S.Communities to
facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at the sole
and complete discretion of the Participating Public Agency.
Authorized 5igrruture,Lead Public Agency
Date
MICPA Version 8.1.15
Lead Public Agency Certificate
LEAD KJOAAC AGENCY CERTIFICATE
I hereby acknowledge, on behalf of I W (the"Lead Public Agency") that I have
read and agree to the general terms and condlilions set forth in the enclosed Master
Intergovernmental Cooperative Purchasing Agreement, (MICPA) regulating the use of the Master
Agreements and purchase of Products that from time to time are made available by Lead Public
Agency to Participating Public Agencies nationwide through U.S. Communities. Copies of Master
Agreements and any amendments thereto made available by Lead Public Agency will be
provided to Suppliers and U.S. Communities to facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at
the sole and complete discretion of the Participating Public Agency.
t
DAlhorized Sig ature, Lead Public Agency
Elate
MICPA Version 8-1.15
Lead Public Agency Certificate
LEAD PUBLIC AGENCY CERTIFICATE
4 v� 0b- �YLI V f Or 0'1
I hereby acknowledge,on behalf of D (the 'Lead ublic Agency')that I have
read and agree to the general terms and conditions set forth in the enclosed Master
Intergovernmental Cooperative Purchasing Agreement, (MICPA)regulating the use of the Master
Agreements and purchase of Products that from time to time are made available by Lead Public
Agency to Participating Public Agencies nationwide through U.S. Communities. Copies of Master
Agreements and any amendments thereto made available by Lead Public Agency will be
provided to Suppliers and U.S. Communities to facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at
the sole and complete discretion of the Participating Public Agency.
Authorized Signature, Lead Public Agency
Date
MICPA Version 8.1.15
I
I
Lead Public Agency Certificate
LEAD 114JBLICAGENCY CERTIFICATE
I hereby acknowledge,an behalf f flue Lead Public Agency") that I have
read and agree to the general terms and conditions set forth in the enclosed Master
Intergovernmental Cooperative Purchasing Agreement, (MICPA) regulating the use of the Master
Agreements and purchase of Products that from time to time are made available by Lead Public
Agency to Participating Public Agencies nationwide through U.S. Communities. Copies of Master
Agreements and any amendments thereto made available by Lead Public Agency will be
provided to Suppliers and U.S. Communities to facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at
the sole and complete discretion of the Participating Public Agency.
�44
Authorized Signature, Lead Public Agency
mate
i
i
MICPA Version 8.1.15
Lead Public Agency Certificate
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge, on behalf of Washington County Public Schools (the "Lead Public
Agency')that I have read and agree to the general terms and conditions set forth in the enclosed
Master Intergovernmental Cooperative Purchasing Agreement(MICPA) regulating the use of the
Master Agreements and purchase of Products that from time to time are made available by Lead
Public Agency to Participating Public Agencies nationwide through U.S. Communities. Copies of
Master Agreements and any amendments thereto made available by Lead Public Agency will be
provided to Suppliers and U.S. Communities to facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at
the sole and complete discretion of the Participating Public Agency.
Auth rized gnatu�re, Lead Government Agency
Date
G
M
Lead Public Agency Certificate
LEAD PUBLIC AGENCY CERTIFICATE
I hereby acknowledge, on behalf of Prince William County Public Schools (the"Lead Public
Agency")that I have read and agree to the general terms and conditions set forth in the enclosed
Master Intergovernmental Cooperative Purchasing Agreement, (MICPA) regulating the use of the
Master Agreements and purchase of Products that from time to time are made available by Lead
Public Agency to Participating Public Agencies nationwide through U.S. Communities. Copies of
Master Agreements and any amendments thereto made available by Lead Public Agency will be
provided to Suppliers and U.S. Communities to facilitate use by Participating Public Agencies.
I understand that the purchase of one or more Products under the provisions of the MICPA is at r
the sole and complete discretion of the Participating Public Agency.
Authorized Sign ?re, Lead ublic Agency
Date
i
i
c,
MICPA Version 8.1.15
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Osborn, Lynn
From: White, Tammy
Sent: Wednesday, November 29, 2017 10:50 AM
To: Osborn, Lynn
Subject: RE: Pink Sheet blurb for KOMPAN play epmt through US Communities
I know this is important to get ordered soon because we have fee-in-lieu money we have to use,
so I will sign off on it the second I see the pink sheet.
From: Osborn, Lynn
Sent: Wednesday, November 29, 2017 10:46 AM
To: White, Tammy
Cc: Higgins, Bryan; Martin, Allison; Rolcik-Wilcox, Cheryl
Subject: RE: Pink Sheet blurb for KOMPAN play epmt through US Communities
Thank you Tammy. I'd hate to have this delayed by a bad blurb!
Thanks,
Lynn
From: White, Tammy
Sent: Wednesday, November 29, 2017 10:37 AM
To: Osborn, Lynn
Cc: Higgins, Bryan; Martin, Allison; Rolcik-Wilcox, Cheryl
Subject: RE: Pink Sheet blurb for KOMPAN play epmt through US Communities
My suggestions are noted below,
From: Osborn, Lynn
Sent: Wednesday, November 29, 2017 10:11 AM
To: White, Tammy
Cc: Higgins, Bryan
Subject: Pink Sheet blurb for KOMPAN play epmt through US Communities
Hi Tammy„
Here's what I've written for the pink sheet. Please edit as needed. Thanks!
This is a sales proposal from KOMPAN, Inc. for play equipment, with discounted pricing obtained by
giggymbacking tftrUu h z+ttg-the US Communities Government Purchasing Alliance ("Alliance"), +f�
which awarded_A cc rap tract to KOMPAN af,ker a comuetitive_bid pr g spaftiepates. The City of Kent
iS a uu lic age.D.cy nenlber of the Alliance, allowing t tQJgke advantage of the Alhan4e`s ropricing.
and contract terms., The total amount, including Washington State Sales Tax, is $59,484.70. The
equipment will be installed by city staff at Green View Park, to replace equipment which is at the
end of its useful life.
The US Communities purchasing alliance enables public agencies to expedite the procurement
process by "piggybacking" onto another public agency's Wpm etitive_bid process and utiBixo_ing the
same contract terms and conditions ih--e lead public agency nem ot3atEd w!tlr
source company,...wlrict contractis khen.adminestered b,y.-Lhg
Alliance.
1
The legal review conducted by the city determined that no direct contract with KOMPAN is required
n this case,_ wut„ cry of the t°c>n ral�w.L track d±aca lrt will,be_ n,fiGe wit0 ..tl�—Ct C—Ig k's Off g
f4'_is_af eC4 to the sales proposal.
Lynn Osborn, Parks Planning & Development Specialist
Parks, Recreation and Community Services I Parks Planning & Development Division
220 Fourth Avenue South, Kent, WA 98032
Direct Line 253-856-5111 1 Main 253-856-5110
losborn(&KentWA.aov
CITY OF Ilt'a!W, WASSISS"(ON
Kentglr,4.govlParksandRacreation 4 Argfi gk j n �wr _YQM.j9
11111:AIIIL L ayWSIRUI {RM VIO II0114M1IV Ila llroRr PRIIINY'I[IIlG tl I t IS II I'M I:h.
2
Osborn, Lynn
From: White, Tammy
Sent: Tuesday, November 28, 2017 9:42 AM
To: Osborn, Lynn
Cc: Rolcik-Wilcox, Cheryl; Gibson, Hope; Martin, Allison; Higgins, Bryan
Subject: RE: US Communities purchase contract
Attachments: Kompan-CompleteContract.pdf
I looked through all the materials this morning and it's my opinion that no further contract is
required to purchase those Kompan products that are included within the US Communities
contract. You will need to ensure that the complete contract (all of the attached) are provided to
and maintained by the Clerk's Office. The contract is valid for an initial 5 year term (7/1/17
through 6/30/2022), but also includes 2 options to renew for successive 2 year terms, for a
maximum term through 6/30/2026. Pricing for the initial 5-year term is locked in, but it may be
adjusted during each of the renewal terms in accordance with the contract provisions provided
for in section 8. Parks should review the contract so it is familiar with its terms.
Also, since the purchase amount exceeds the authority level of the director, Parks will want to
ensure that the Mayor consents to this piggybacking purchase and these contract terms.
Let me know if you have any questions.
Thanks,
Tammy White, Sr. Assistant City Attorney
Civil Division I Office of the City Attorney
220 Fourth Avenue South, Kent, WA 98032
Direct Line 253-856-5774 1 Fax 253-856-6770
to i.h Lj t 4.&K4n_<q(2 v
CITY OF KENT, WASHINGTON
KentWA.aov Facebook ,_ - YRUTube
PL.u,Ai n4 CONSIDER ME- EN VIIRON M N( BHDR4 If 6kt1M LNG Y'I n E PAYI„
THIS MESSAGE IS PRIVATE AND PRIVILEGED, IF YOU ARE NOT THE PERSON MEANT TO RECEIVE THIS MESSAGE, PLEASE
DELETE IT AND PLEASE DO NOT COPY OR SEND IT TO ANYONE ELSE,
From: Osborn, Lynn
Sent: Wednesday, November 22, 2017 1:36 PM
To: White, Tammy
Cc: Rolcik-Wilcox, Cheryl; Gibson, Hope; Martin, Allison; Higgins, Bryan
Subject: RE: US Communities purchase contract
Great, thank you Tammy. I recall those details about the type of contract from last time. I'll wait until you
advise. Happy Thanksgiving!
Thanks,
Lynn
From: White, Tammy
Sent: Wednesday, November 22, 2017 12:47 PM
1
To: Osborn, Lynn
Cc: Rolcik-Wilcox, Cheryl; Gibson, Hope; Martin, Allison; Higgins, Bryan
Subject: Re: US Communities purchase contract
I'll have to look at the US Communities package when I return next week. You would not likely do a Goods and
Services Agreement, but instead a tailor made agreement to incorporate the contract terms through the master
contract entered into between The lead agency, Charlotte, NC and Kompan. However, given language that I
think 1 saw in the master contract, it's possible no other contract is needed. I never buttoned up that piece
because I had understood from Hope that the Kompan acquisition was abandoned because we would need to
hire someone to install the equipment, so Parks was going to purchase under KCDA instead. It sounds like that
has since changed.
Keep in mind though, that just because you are having city forces install the equipment does not mean this is
not a "public work" as defined under the law. Since the public improvements Parks makes are to playgrounds
and play equipment, the work could be viewed by some as a public work. Therefore, there's the possibility that
a reviewing court or the state auditor could find that the purchase alone is subject to all of the standard public
works requirements. Remember, a public work require that the complete project be taken into account and
treated as a public work, including the purchase of supplies and equipment, notjust the labor.
At any rate, by copy of this email I will ask Allison to pull all the Kompan stuff and I will look at this on
Tuesday when I return and let you know exactly what contract you need, if any. It will not, however, be the
goods and services agreement if you are purchasing under US Communities.
Thanks,
Tammy
Sent from my Verizoa, Samsung Galaxy smartphone
-------- Original message --------
From: "Osborn, Lynn" <LOshorn aAentwa.
Date: 11/22/17 12:02 PM (GMT-08:00)
To: "White, Tammy" <FWlrutc(ii Pkcntwa.Pov„>
Cc: "Rolcik-Wilcox, Cheryl" <CRolcik-Wilco �Ylccttty a.�ftv`�, '"Gibson, [Tape'" <I IGibsanLirlkQntwa.Ca v=
Subject: US Communities purchase contract
Hi Tammy.
I believe Bryan Higgins has inquired with you recently about using US Communities purchasing co-op to
buy play equipment "off the shelf' from Kompan (which we did in 2015 to buy an Explorer Dome for Kent
Memorial Park).
Bryan sent me the attached quote for Kompan equipment at US Communities pricing, which he obtained
from a local rep. company named Highwire via email. It will be a Goods & Svcs agreement because we are
buying equipment only, which Parks staff will install to replace the old equipment already there.
My question is, should our contract be with Kompan, or with Highwire? Parties are highlighted on the
attachment. Thanks.
Lynn
Lynn Osborn, Parks Planning & Development Specialist
Parks, Recreation and Community Services I Parks Planning & Development Division
220 Fourth Avenue South, Kent, WA 98032
2
Osborn, Lynn
From: Osborn, Lynn
Sent: Wednesday, November 22, 2017 1:36 PM
To: White, Tammy
Cc: Rolcik-Wilcox, Cheryl; Gibson, Hope; Martin, Allison; Higgins, Bryan
Subject: RE: US Communities purchase contract
Great, thank you Tammy. I recall those details about the type of contract from last time. I'll wait until you
advise. Happy Thanksgiving!
Thanks,
Lynn
From: White, Tammy
Sent: Wednesday, November 22, 2017 12:47 PM
To: Osborn, Lynn
Cc: Rolcik-Wilcox, Cheryl; Gibson, Hope; Martin, Allison; Higgins, Bryan
Subject: Re: US Communities purchase contract
I'll have to look at the US Communities package when I return next week. You would not likely do a Goods and
Services Agreement, but instead a tailor made agreement to incorporate the contract terms through the master
contract entered into between The lead agency, Charlotte, NC and Kompan. However, given language that I
think I saw in the master contract, it's possible no other contract is needed. I never buttoned up that piece
because I had understood from Hope that the Kompan acquisition was abandoned because we would need to
hire someone to install the equipment, so Parks was going to purchase under KCDA instead. It sounds like that
has since changed.
Keep in mind though, that just because you are having city forces install the equipment does not mean this is
not a "public work" as defined under the law. Since the public improvements Parks makes are to playgrounds
and play equipment, the work could be viewed by some as a public work. Therefore, there's the possibility that
a reviewing court or the state auditor could find that the purchase alone is subject to all of the standard public
works requirements. Remember, a public work require that the complete project be taken into account and
treated as a public work, including the purchase of supplies and equipment, not just the labor.
At any rate, by copy of this email I will ask Allison to pull all the Kompan stuff and I will look at this on
Tuesday when I return and let you know exactly what contract you need, if any. It will not, however, be the
goods and services agreement if you are purchasing under US Communities.
Thanks,
Tammy
Sent from my Vcrizon.Samsung Galaxy smartphonc
-------- Original message --------
From: "Osborn, Lynn" <fl,,Osbornl<`i)kentw i cav>
Date: 11/22/17 12:02 PM (GMT-08:00)
To: "White, Tammy" <7 Whited%kentwa,'rlcav>
i
Cc: "Rolcik-Wilcox, Cheryl' lC Rolcik-Wilcox6l(cemwa ;uv>, "Gibson, Hope" <HQibsm )ke >
Subject: US Communities purchase contract
Hi Tammy.
I believe Bryan Higgins has inquired with you recently about using US Communities purchasing co-op to
buy play equipment "off the shelf' from Kompan (which we did in 2015 to buy an Explorer Dome for Kent
Memorial Park).
Bryan sent me the attached quote for Kompan equipment at US Communities pricing, which he obtained
from a local rep. company named Highwire via email. It will be a Goods & Svcs agreement because we are
buying equipment only, which Parks staff will install to replace the old equipment already there.
My question is, should our contract be with Kompan, or with Highwire? Parties are highlighted on the
attachment. Thanks.
Lynn
Lynn Osborn, Parks Planning & Development Specialist
Parks, Recreation and Community Services I Parks Planning & Development Division
220 Fourth Avenue South, Kent, WA 98032
Direct Line 253-856-5111 I Main 253-856-5110
1 u1Q&.m1W_&,.ggw
CITY OF Wv;t'!p'uW"T, 'U8Wff2.SH IW'2Cm"tl"ilIDIN
KitntWVA.aawAParksandKecreation II ara*Ilut41h �d,�ttlt
PLI AS I`CON R THP ENV I.ROiNNIP IN F I RIFORE PI+YIN'P"N LW&Po Y bkt u A,R
2
e SALES PROPOSAL
- X.r,
VCOROCORD
KOMPAN, INC.'821 Grand Ave Pkwy, Ste 410, Pflugerville,TX 78660*Tel 1-688-579-8223 *Fax 1-888-579-8224"www,kompan.com
All ro'hA 4taf Date 11/21/17
U
Expiration Date 12131/17
US.COMMUNITIES° Proposal No. SP55477
GOVERNMENT PURCHASING ALLIANCE Project Green View Para
Ship to State(Zip WA 98030
8 -' Customer Service Representative KatGir
Sales Representative Highwire < �-=^�—°" loced
Payment Terms DEP50°/&N30 rep
Site Location: C014151
Green View Park
12033 SE 277th PI
Kent,98030
United States
InVolce-I 160359 Ship-to:
City of Kent Ghee View.P k
22C 4th Ave. S.
Kent, 98032 9e
United States ales
„ 3l
Qty. Item No, Description Unit Price Retail Price Disc.% Net Price
U.S. Communities Contract#2017001135
1 PCMS-CUSTOM PCM721071 -CUSTOM QUAD TOWER W/ 50,280.00 50,280,00 10,00 45,252,00
PHYSICAL AND PLASTIC SLIDES
1 ELE400024-3717BL SPINNER BOWL,BLUE 880,00 880,00 10,00 792,00
1 ELE400024-3717LG SPINNER BOWL, LIME GREEN 880.00 880,00 10.00 792,00
SWING (DOUBLE AW BAY W/2B &21)
1 SVV910211-0809 SWING MOD P COMPL 2XAW 1,590.00 1,590.00 10,00 1,43L00
1 SVV910811-0809 SWING MOD PEND/MID 2XAW 1,120.00 1,120,00 10.00 1,008,00
2 SW9900t1-01 SWING SEAT STANDARD 80.00 160,00 10-00 144.00
2 SW990021-00 SWING SEAT BABY H-.2,5 SS CHAIN 270,00 540,00 10.00 486.00
1 FRT-PA. Freight Middletown PA 4,172,00 4,172.00 4,172.00
Total ..._... -.. .......
54,077.00
Comments:
This quote assumes direct delivery.
A deposit will be required before order can be processed.
Please provide us with a copy of your tax-exempt certificate if applicable.
Customer is responsible for disposal of refuse r garbage.
Customer is responsible for fall zones and resilient surfacing appropriate to the height of the equipment.
Customer is responsible to off-load truck at time of delivery
Customer is responsible to self-install play equipment.
Please allow 8-10 weeks for product delivery upon order placement.
Summary:
Retail Price Discount Net Price
Subtotal-KOMPAN Products 55,450,00 5,545.00 49,905.00
Subtotal-Other Products 0.00 0.00 0.00
Subtotal-Surfacing 0.00 000 0-00
Subtotal-Installation&Other Services 0.00 0.00 0,00
Subtotal-Freight 4,172,00 0.00 4,172,00
Subtotal 59,622.00 5,545.00 64,077.00
(Applicable sales tax will be added unless a valid tax exemption certificate is
Estimated Tax Rate 10% provided This amount is only an estimate of your lax liability) 5,407,70
Total 59,464.70
Your acceptance of this proposal constitutes a valid order request and KOMPAN Authorized Signature)
Includes acceptance of terms and conditions contained within the Master
Argeement,which is hereby acknowledged Aoccptanoe oflhis proposal by Accepted By(signature):
KOMPAN is acknowledged by issuance of an order confirmation by an
aulha umd KOMPAN representative Prices in this quotation are good for 60 Accepted By(please print)
days
This proposal may be withdrawn tf not accepted by 01 t16l16. Date-
KOMPAN Products are'Buy American qualified,and compliant with the Buy
American Act of 1933 and the"guy American'timmsion of the ARRA of 2009
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