Fresno City Council
January 19, 2023

CONTRACT #: 2020000622
VENDOR #: 308726

STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

AGREEMENT TO PROVIDE

FURNITURE, INSTALLATION, AND RELATED PRODUCTS AND SERVICES THIS PROFESSIONAL SERVICES CONTRACT (the “Contract”) is made and entered into as of this 1st day of January 2020 (the “Effective Date”), by and between Herm an Miller, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Cha rlotte, a North Carolina municipal corporation (the "City").

RECITALS
WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for Furniture, Installation, and Related Products and Services dated June 19, 2019. This Req uest for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and WHEREAS, the City desires that the Company provide certain Furniture, Installation, and Related Products and Services (“Products”) and (“Services”), and the Co mpany desires to provide such Products/Services; and
WHEREAS, the City and the Company have negotiated and agreed regarding the above-referenced Services and desire to reduce the terms and conditions of their agreement to this written form.

WHEREAS, the City on behalf of itself and any other public agencies nationally, including state and local governmental entities, public and private primary, secondary an d higher education entities, nonprofit entities, and agencies for public benefit that elect to access the Contract (a “Participating Public Agency”), competitively solicited and awarded the Contract to the Company . The City has designated OMNIA Partners as the administrative and marketing conduit for the distribution of the Contract to Participating Public Agencies.

The City is acting as the “Principal Procurement Agent” for the Participating Public Agencies, and shall not be liable or responsible for any costs, damages, liability or other obligations incurred by the Participating Public Agencies. The Company (including its subsidiaries and di stributors) shall deal directly with each Participating Public Agency con cerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing, payment and all other matters relating or referring to such Participating Public Agency’s access to the Contract.

Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Principle Procurement Agencies’ Contract. Under the terms of the MICPA, the procureme nt 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 consid eration of the covenants and representations contained herein, the parties agree as follows:

CONTRACT

1. EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With the
exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in an Exhibit or Appendix to this Contract and the main body of th is Contract shall be resolved in favor of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Notwithstanding anyth ing contained in this Contract or any Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body 1 CONTRACT #: 2020000622
VENDOR #: 308726

of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each reference to Herman Miller, Inc. in the Exhibits and Appendices shall be deemed to mean the Company.

EXHIBIT A: PRICING SHEET
EXHIBIT B: SCOPE OF WORK
EXHIBIT C: PROPOSAL RESPONSE FORMS
EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS

2. DEFINITIONS. This section may include, but not be limited to, terms defined in Section 2 of the RFP.

3. DESCRIPTION OF PRODUCTS AND SERVICES.

3.1. The Company shall be responsible for providing the Products and Services described in Exhibit B attached to this Contract and incorporated herein by referenc e. Without limiting the foregoing, the Company will perform the Services and meet the requirements as set forth in Exhibit B. However, the Company shall not be responsible for ta sks specifically assigned to the City in this Contract or in Exhibit B.

3.2. The Company shall perform the Services on site at the City’s fa cility in Charlotte, North Carolina, except as mutually agreed upon in writing in specific instances by the City.

4. COMPENSATION.

4.1. TOTAL FEES AND CHARGES.

The City agrees to pay the Company a fixed price (the “Purchase Price”) as full and complete consideration for the satisfactory performance of all the requirements of this Contract. This amount constitutes the maximum total fees and charges payable t o the Company under this Contract including Expenses and will not be increased except by a written instrument duly executed by both parties, which expressly states that it amends this Section of the Contract.

4.2. NO EXPENSES CHARGEABLE.

The Company shall not be entitled to charge the City for any tr avel, mileage, meals, materials or other costs or expenses associated with this Contract.

4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and warrants that the employees provided by the Company to perform the Services are actual employees of the Company, and that the Company shall be responsible for providing all salary and other applicable benefits to each Company employee. The Com pany further represents, warrants and covenants that it will pay all withholding tax, so cial security, Medicare, unemployment tax, worker’s compensation and other payments and deductions that are required by law for each Company employee. The Company agrees t hat the Company employees are not employees of the City.

4.4. INVOICES. Each invoice sent by the Company shall detail all Ser vices performed and delivered which are necessary to entitle the Company to the requested payment under the terms of this Contract. All invoices must include an invoice number and the City purchase order number for purchases made under this Contract. Purchase order n umbers will be provided by the City. Invoices must be submitted with lines matching those on the City-provided purchase order.

The Company shall email all invoices to [email protected].

4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within t hirty (30) days after receipt of an accurate, undisputed properly submitted invoice by the City.

4.6. PRE-CONTRACT COSTS. The City shall not be charged for any Produ cts/Services or other work performed by the Company prior to the Effective Date of this Contract.

4.7. AUDIT. During the term of this Contract and for a period of one (1) year after termination of 2 CONTRACT #: 2020000622
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this Contract, the City shall have the right to audit, either i tself or through an independent auditor, all books and records and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of this Contract or the City’s payment obligations.

The City shall pay its own expenses, relating to such audits, b ut shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $10,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit.

5. TIME IS OF THE ESSENCE.

The Company shall meet all performance schedules in accordance with the milestones and any delivery date or any other agreed timetable as set forth in this Contract.

In the event of delay in the performance of the Agreement, the Parties shall mutually agree on the new timelines for the completion of timetable in accordance with the terms of this Contract.

6. NON-APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding needed by the City to make payments under this Contract for any given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non- appropriation and this Contract will be terminated at the end o f the fiscal year for which the funds were appropriated. No act or omission by the City, which is att ributable to non-appropriation of funds shall constitute a breach of or default under this Contra ct. City shall pay all costs due to Company for work completed in the fiscal year for which the funds were appropriated.

7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are not limited to:

7.1. Coordination of Project schedules and the Company’s resource as signment based upon the City’s requirements and schedule constraints;

7.2. Management of the overall Project by monitoring and reporting on the status of the Project and actual versus projected progress, and by consulting with the Ci ty’s Project Manager when deviations occur and by documenting all such deviations in acco rdance with agreed upon change control procedures;

7.3. Provision of consultation and a dvice to the City on matters related to Project implementation strategies, key decisions and approaches, and Project operational concerns/issues and acting as a conduit to the Company’s specialist resources that may be nee ded to supplement the Company’s normal implementation staff;

7.4. Acting as the Company’s point of contact for all aspects of con tract administration, including invoicing for Products/Services, and status reporting;

7.5. Facilitation of review meetings and conferences between the Cit y and the Company’s executives when scheduled or requested by the City;

7.6. Communication among and between the City and the Company’s staff;

7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with respect to Project deviations and necessary documentation;

7.8. Identifying and providing the City with timely written notice of all issues that may threaten the Company’s Products/Services in the manner contemplated by the C ontract (with “timely” meaning immediately after the Company becomes aware of them);

7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and

7.10. Meeting with other service providers working on City projects t hat relate to this effort as necessary to resolve problems and coordinate the Products/Services.

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8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that t he Company delivers all requirements and specifications in the Contract; (ii) coordinate the City’s resource assignment as required to fulfill the City’s obligations pursuant to the Contract; (iii) promptly respond to the Company Project Manager when consulted in writing or by E-mail with respect to project issues; and (iv) act as the City’s point of contact for all aspects of the Products/Services including contract administration and coordination of communication with the City’ s staff. The City shall be allowed to change staffing for the City Project Manager position on one (1) business day’s notice to the Company.

9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES. The Company shall identify and request in writing from the City in a timely manner:
(i) all information reasonably required by the Company to perform each task comprising the Services, (ii) the City’s personnel whose presence or assistance reasonab ly may be required by the Company to perform each task comprising the Services, and (iii) any other equipment, facility or resource reasonably required by the Company to perform the Services. Not withstanding the foregoing, the Company shall not be entitled to request that the City provide information, personnel or facilities other than those that Exhibit B specifically requires the City to pro vide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City’s failure to provide any information, personnel, equipment, facilities or resources: (i) that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii) that the City is not required to provide pursuant to this Contract. In the event the City fails to provide any information, personnel, facility or resource that it is req uired to provide under this Section, the Company shall notify the City in writing immediately in accorda nce with the notice provision of this Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may otherwise have based on the City’s failure to provide such information, personnel, facility or resource.

10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC.

10.1. The City will have the right to require the removal and replace ment of any personnel of the Company or the Company’s subcontractors who are assigned to pro vide Products/Services to the City based on experience, qualifications, performance, cond uct, compatibility, and violation of City policy or any other reasonable grounds. The a ddition or promotion of any personnel to key positions within the Project must be approved by the City in writing. The Company will replace any personnel that leave the Project, with persons having at least equivalent qualifications who are approved by the City in writing. As used in this Contract, the “personnel” includes all staff provided by the Company or its subcontractors.

11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is requ ired to conduct a background check on each Company employee assigned to work under this Contract, and shall require its subcontractors (if any) to perform a backgrou nd check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (i) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (ii) a reference check.

After starting work under this Contract, the Company is require d to perform a Background Check for each new Company employee assigned to work under this Contract during that year, and shall require its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new project under this Contract, then prior to commencing performan ce of the project the Company shall
perform a Background Check for each Company employee assigned t o work on the project, and shall require its subcontractors (if any) to do the same for each of their employees.

If a person’s duties under this Contract fall within the categories described below, the Background Checks that the Company will be required to perform (and to hav e its subcontractors perform) shall also include the following additional investigation:

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 If the job duties require driving: A motor vehicle records check.  If the job duties include responsibility for initiating or affe cting financial transactions: A credit history check.
 If job duties include entering a private household or interacti on with children: A sexual offender registry check.

The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same.

The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason.

The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request.

12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company shall submit a written notice to the City’s Project Manager sta ting the Deliverable(s) that have been met. This notice shall include a signature page for sign-off by the City Project Manager indicating acceptance of such Deliverable(s).

If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a “Rejection Notice”) shall be submitted to the Company by the Ci ty Project Manager that specifies the nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice, the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection Notice, and (ii) immediately upon completing such corrections g ive the City a written, dated certification that all deficiencies have been corrected (the “C ertification”). In the event the Company fails to correct all deficiencies identified in the Rejection N otice and provide a Certification within thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract for default without further oblig ation to the Company and witho ut obligation to pay for the defective work.

Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above-described Acceptance procedure shall recommence. The City shall not be ob ligated to allow the Company to recommence curative action with respect to any deficiency previously identified in a Rejection Notice, or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default if the Company does not meet this time frame).

13. NON-EXCLUSIVITY. The Company acknowledges that it is one of several providers of Furniture, Installation, and Related Products and Services to the City and the City does not represent that it is obligated to contract with the Company for any particular project.

14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost of negotiating this Contract and developing the exhibits. The City shall not be charged for any Products/Services or other work performed by the Company prior to the Effective Date.

15. REPRESENTATIONS AND WARRANTIES OF COMPANY.

15.1. GENERAL WARRANTIES.

15.1.1. The Products/Services shall satisfy all requirements set forth in this Contract, including but not limited to the attached Exhibits;

15.1.2. The Co
mpany has taken and will continue to take sufficient prec autions to ensure that it will not be prevented from performing all or part of its obligations under this Contract by virtue of interruptions in the computer systems used by the Company; 5 CONTRACT #: 2020000622
VENDOR #: 308726

15.1.3. All Products provided and Services performed by the Company and /or its subcontractors pursuant to this Contract shall meet the highest industry standards and Services shall be performed in a professional and workmanlike m anner by staff with the necessary skills, experience and knowledge;

15.1.4. Neither the Products/Services nor any Deliverables provided by the Company under this Contract will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party;

15.1.5. The Company and each Company employee provided by the Company to the City shall have the qualifications, skills and experience necessary to pro vide Products and perform the Services described or referenced in Exhibit B;

15.1.6. All information provided by the Company about each Company employee is accurate; and

15.1.7. Each Company employee is an employee of the Company, and the Co mpany shall make all payments and withholdings required for by law for the Company for such employees.

15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that:

15.2.1. It is a legal entity and if incorporated, duly incorporated, va lidly existing and in good standing under the laws of the state of its incorporation or licensing and is qualified to do business in North Carolina;

15.2.2. It has all the requisite corporate power and authority to execu te, deliver and perform its obligations under this Contract;

15.2.3. The execution, delivery, and performance of this Contract have been duly authorized by the Company;

15.2.4. No approval, authorization or consent of any governmental or re gulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract;

15.2.5. In connection with its obligations under this Contract, it shal l comply with all applicable federal, state and local laws and regulations and sh all obtain all applicable permits and licenses; and

15.2.6. The performance of this Contract by the Company and each Company employee provided by the Company will not v iolate any contracts or agree ments with third parties or any third party rights (including but not limited to non-compete agreements, non-disclosure agreements, patents, trademarks or intellectual property rights).

16. OTHER OBLIGATIONS OF THE COMPANY.

16.1. WORK ON CITY’S PREMISES. The Com pany and all its employees will , whenever on the City's premises, obey all instructions and City policies that a re provided with respect to providing Products and performing Services on the City’s premises.

16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its employees interact with City employees and the public in a cour t eous, helpful and impartial
manner. All employees of the Company in both field and office s hall refrain from belligerent behavior and/or profanity. Corr ection of any such behavior and language shall be the responsibility of the Company.

16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event that the Company causes damage to the City’s equipment or facil ities, the Company shall, at its own expense, promptly repair or replace such damaged items to restore them to the same 6 CONTRACT #: 2020000622
VENDOR #: 308726

level of functionality that they possessed prior to the Company’s action.

16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the Company or any Company employees have negligently lost or negli gently damaged, the Company shall, at its own expense, promptly replace or regenera te such data from the City's machine-readable supporting material, or obtain, at the Company' s o w n e x p e n s e , a n e w machine-readable copy of lost or damaged data from the City’s data sources.

16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well.

16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR BOYCOTT ISRAEL. Company certifies that: (i) it is not identifie d on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not take any action causing it to appear on the Treasurer’s IDA Lis t or the Treasurer’s IB List during the term of this Contract. In signing this Contract Comp any further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Contract or any part thereof is void due to Company appearing on the Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Contract.

17. REMEDIES.

17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the following actions with or without terminating this Contract, an d in addition to and without limiting any other remedies it may have:
a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Products/Services from a third party until the matter is re solved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining o r performing the Products/Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the products/services exceed the amount due the Company, collect the amount due from the Company.

17.2. RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured.

17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s f ailure to provide the Products/Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accord ingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carol ina. The Company further consents to the City obtaining injunctive relief (including a t emporar y restraining order) to
assure performance in the event the Company breaches this Contract.

17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract.
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17.5. OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently , in addition to any other available remedy.

18. TERM AND TERMINATION OF CONTRACT.

18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for five (5) years with the City having the unilateral right to renew for two (2) consecutive one (1) year terms.

18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contra ct at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, the Company shall submit a statement to the City showing in detail the Products provided and Services performed under this Contract through the da te of termination. The forego ing payment obligation is contingent upon: (i) the Company having fully complied with Section 18.8; and (ii) the Company having provided the City with written documentation rea sonably adequate to verify the Products received and the number hours of Services rendered through the termination date and the percentage of completion of each task.

18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events:
a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or
b. The other party attempts to assign, terminate or cancel this Co ntract contrary to the terms hereof; or
c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay de bts 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 su ch party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties.

Any notice of default shall identify this Section of this Contract and shall state the party’s intent to terminate this Contract if the default is not cured within the specified period.

Notwithstanding anything contained herein to the contrary, upon termination of this Contract by the Company for default, the Company shall continue to provi de the Products and perform the Services required by this Contract for the lesser of: (i) six (6) months after the date the City receives the Company’s written termination notice; or (ii) the date on which the City completes its transition to a new service provider.

18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By givi ng 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 consti tute separate grounds for termination without a cure period and without the occurrence of any of the other events of
default previously listed):
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a. Failure of the Company to complete a particular task by the mut ually agreed completion date;
b. The Company makes or allows to be made any material written mis representation or provides any materially misleading written information in conne ction with this Contract, the Company’s Proposal, or any c ovenant, agreement, obligation, term or condition contained in this Contract; or
c. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract.

18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this C ontract, the Company agrees that it will not terminate this Contract or suspend or limit th e 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 compet ent jurisdiction determines otherwise.

18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Cont ract is terminated by the City for any reason prior to the end of the t erm, the Company shall, upon termination, immediately discontinue all service in connection with this Contract and promptly cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the Services performed under this Contract to the date of termination.

18.7. AUTHORITY TO TERMINATE. The following persons are authorized to t e r m i n a t e t h i s Contract on behalf of the City: (i) the City Manager, any Assis tant City Manager, or any designee of the City Manager; or (ii) the Department Director o f the City Department responsible for administering this Contract.

18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly return to the City (i) all computer programs, files, documentation, media, related material and any other material a nd equipment that are owned by the City; (ii) all Deliverables that have been completed or that are in process as of the date of termination; and (iii) a written statement describing in detail all work performed with respect to Deliverables which are in process as of the date of termination. The expiration or termination of this Contract shall not relieve either party of its obligati ons regarding “Confidential Information,” as defined in this Contract.

18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company.

18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed cumulative and not exclusive, and may be exercised successively or concurrently, in addition to any other remedies available under this Contract or at law or in equit y.

19. TRANSITION PRODUCTS/SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Products/Services provided by the Company to the City. Prior to termination or expiration of this Contract, the City may require the Company to perform and, if so required, the Company shall perform certain transition services necessary to shift the Products/Services of the Company to another provider or to the City itself as described below (the “Transition Services”). Transition Services may include but 9 CONTRACT #: 2020000622
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shall not be limited to the following:
 Working with the City to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the Products/Services;
 Notifying all affected service providers and subcontractors of the Company;  Performing the Transition Services;
 Answering questions regarding the Products/Services on an as-needed basis; and  Providing such other reasonable services needed to effectuate an orderly transition to a new service provider.

20. CHANGES. In the event changes to the Products/Services (collectively “Changes”), become necessary or desirable to the parties, the parties shall follow the proce dures set forth in this Section. A Change shall be effective only when documented by a written, dated agr eement executed by both parties that expressly references and is attached to this Contract (a “Chang e Statement”). The Change Statement shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Products/Services and time for delivery and comp letion of the Products/Services, including the impact on all Milestones and delivery dates and any associated price.

In the event either party desires a Change, the Project Manager for such party shall submit to the other party’s Project Manager a proposed Change Statement. If the rec eiving party does not accept the Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions.

Changes that involve or increase in the amounts payable by the City may require execution by the City Manager or a designee depending on the amount. Some increases m ay also require approval by Charlotte City Council.

21. CITY OWNERSHIP OF WORK PRODUCT.

21.1. The parties agree that the City shall have exclusive ownership of all reports, documents, designs, ideas, materials, reports, concepts, plans, creative w orks, and other work product developed for or provided to the City in connection with this C ontract, and all patent rights, copyrights, trade secret rights and other intellectual property rights relating thereto (collectively the “Intellectual Property”). The Company hereby assigns and tr ansfers all rights in the Intellectual Property to the City. The Company further agrees to execute and deliver such assignments and other documents as the City may later require to perfect, maintain and enforce the City’s rights as sole owner of the Intellectual Property, including all rights under patent and copyright law. The Company hereby appoints the City as attorney in fact to execute all such assignments and instruments and agree that its appointment of the City as an attorney in fact is coupled with an interest and is irrevocable.

21.2. The City grants the Company a royalty-free, non-exclusive licen se to use and copy the Intellectual Property to the extent necessary to perform this C ontract. The Company shall not be entitled to use the Intellectual Property for other purposes without the City’s prior written consent, and shall treat the Intellectual Property as “Confiden tial Information” pursuant to Section 25 of the Contract.

21.3. The Company will treat as Confidential Information under the Co nfidentiality and Non- Disclosure Contract all data in connection with the Contract. C ity data processed by the Company shall remain the exclusive property of the City. The Co mpany will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except 10 CONTRACT #: 2020000622
VENDOR #: 308726

that contemplated by the Contract.

22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained i n this Contract shall be construed to (i) give any party the power to direct or control the day-to-day administrative activities of the other; or (ii) constitute such parties as partne rs, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make either party an agent of the other, or any Company employee an agent or employee of the City, fo r any purpose whatsoever. Neither party nor its agents or employees is the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the other.

23. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indem nify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings:
(i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) se eking payment for labor or materials purchased or supplied by the Company or its subcontractors in c onnection with this Contract; (iii) arising from the Company’s failure to perform its obligations u nder this Contract, or from any act of negligence or willful misconduct by the Company or any of its a gents, employees or subcontractors relating to this Contract, including but not limited to any lia bility caused by an accident or other occurrence resulting in bodily injury, death, sickness or disea se to any person(s) or damage or destruction to any property, real or personal, tangible or inta ngible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is a n employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (i) the term “Indemnitees” means the City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (ii) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts).

If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the ov erall product(s) and service(s) provided to the City shall not be adversely affected by such re placement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract.

This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise).

24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime contractor and shall remain fully responsible for performance o f all obligations that it is required to perform under the Contract. Any subcontract entered into by Com pany shall name the City as a third party beneficiary.

25. CONFIDENTIAL INFORMATION.

25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not generally known in the relevant trade or industry, obtained fro m the City or its vendors or licensors or which falls within an
y of the following general categories:

25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being 11 CONTRACT #: 2020000622
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secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include informa tion relating to proprietary so ftware, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures.

25.1.2. Information of the City or its supp liers, contractors or licensors marked “Confidential” or “Proprietary.”

25.1.3. Information relating to criminal investigati ons conducted by the City, and records of criminal intelligence information compiled by the City.

25.1.4. Information contained in the City’s personnel files, as defined by N.C. Gen. Stat. 160A- 168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law.

25.1.5. Citizen or employee social security numbers collected by the City.

25.1.6. Computer security information of the City, including all security features of electronic data processing, or information technology systems, telecommunications networks and electronic security systems. This encompasses but is not limite d to passwords and security standards, procedures, processes, configurations, software and codes.

25.1.7. Local tax records of the City that contains information abo ut a taxpayer’s income or receipts.

25.1.8. Any attorney / City privileged information disclosed by either party.

25.1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc.

25.1.10. The name or address of individual homeowners who, based on their income, have received a rehabilitation grant to repair their home.

25.1.11. Building plans of city-owned buildings or structures, as well as any detailed security plans.

25.1.12. Billing information of customers compiled and maintained in connection with the City providing utility services.

25.1.13. Other information that is exempt from disclosure under the North Carolina public records laws.

Categories stated in Sections 25.1.3 through 25.1.13 above cons titute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential Information shall apply to Highly Restricted Information; and ( ii) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information.

The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include infor mation disclosed or revealed within one (1) y
ear prior to the date of this Contract.

25.2. RESTRICTIONS. The Company shall keep the Confidential Informati on in the strictest confidence, in the manner set forth below:

25.2.1. It shall not copy, modify, enhance, compile or assemble (or rev erse compile or disassemble), or reverse engineer Confidential Information. 12 CONTRACT #: 2020000622
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25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal , report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Inform ation, and (ii) has executed a confidentiality agreement incorporating substantiall y the form of this Section of the Contract and containing all protections set forth herein.

25.2.3. It shall not use any Confidential Information of the City for i ts own benefit or for the benefit of a third party, except to the extent such use is authorized by this Contract or other written agreements between the parties hereto, or is for the purpose for which such Confidential Information is being disclosed.

25.2.4. It shall not remove any proprietary legends or notices, includi ng copyright notices, appearing on or in the Confidential Information of the other.

25.2.5. The Company shall use its best efforts to enforce the proprietary rights of the City and the City’s vendors, licensors and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any perso n who has possession of or discloses Confidential Information in a manner not permitted by this Contract.

25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other a p p r o p r i a t e r e l i e f t o p r e v e n t o r r e s t r i c t a n d p r o t e c t a n y d i s c losure of Confidential Information.

25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials wo uld reveal Confidential Information, and unless otherwise agreed, all such materials sh all be returned to the City or destroyed upon satisfaction of the purpose of the discl osure of such information.

25.3. EXCEPTIONS. The parties agree th at the Company shall have no ob ligation with respect to any Confidential Information which the Company can establish:

25.3.1. Was already known to the Company prior to being disclosed by the disclosing party;

25.3.2. Was or becomes publicly known through no wrongful act of the Company;

25.3.3. Was rightfully obtained by the Company from a third party without similar restriction and without breach hereof;

25.3.4. Was used or disclosed by the Company with the prior written authorization of the City;

25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, the Company shall first give to the City notice of such requirement or request;

25.3.6. Was disclosed pursuant to the order of a court of competent jur isdiction or a lawfully issued subpoena, provided that the Company shall take use its best efforts to obtain an agreement or protective order pr oviding that, to the greatest p ossible extent possible, this Contract will be applicable to all disclosures under the court or der or subpoena.

25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained he rein in to the contrary, in the event that the Company is unintentionally expo sed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever. 13 CONTRACT #: 2020000622
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25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not li mited to injunctive relief, as well as monetary damages.

26. INSURANCE.

26.1. TYPES OF INSURANCE . The Company shall obtain and maintain during the life of this Contract, with an insurance company rated not less than “A” by A.M. Best, authorized to do business in the State of North Carolina, acceptable to the Char lotte-Mecklenburg, Risk Management Division the following insurance:

26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $1, 000,000 bodily injury each person, each accident and $1,000,000 property damage, or $1,000,000 combined single limit - bodily injury and property damage.

26.1.2. Commercial General Liability - Bodily injury and property damag e liability as shall protect the Company and any subcontractor performing Services under this Contract, from claims of bodily injury or property damage which arise from performance of this Contract, whether such operations are performed by the Company, any subcontractor, or anyone directly or indirectly employed by either. The amount s of such insurance shall not be less than $1,000,00 0 bodily injury each occurrence /aggregate and $1,000,000 property damage each o ccurrence/aggregate, or $1,000 ,000 bodily injury and property damage combined single limits each occurrence/aggr egate. This insurance shall include coverage for products, operations, pers onal and advertising injury, and contractual liability, assumed under the indemnity provision of this Contract.

26.1.3. Workers’ Compensation and Employers Liability - meeting the statutory requirements of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit.

The Company shall not provide any Products or commence any Serv ices in connection with this Contract until it has obtained all of the foregoing types of insurance and such insurance has been approved by the City. The Company shall not allow any subcontractor to provide any Products or commence Services on its subcontract until all simi lar insurance required of the subcontractor has been obtained and approved.

26.2. OTHER INSURANCE REQUIREMENTS.

26.2.1. The City shall be exempt from, and in no way liable for any sum s of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontr actor providing such insurance.

26.2.2. The City of Charlotte shall be named as an additional insured for operations or services rendered under the general liability coverage. The Company’s in surance shall be primary
of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Company’s operations under this agreement.

26.2.3. Certificates of such insurance will be furnished to the City an d shall contain the provision that the City be given thirty (30) days’ written notice of any intent to amend coverage reductions or material c hanges or terminate by either the insured or the insuring Company.

26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy of the Certificate of Self-Insurance or other documentation fro m the North Carolina 14 CONTRACT #: 2020000622
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Department of Insurance shall be furnished to the City.

26.2.5. If any part of the Products/Services under this Contract is sub let, the subcontractor shall be required to meet all insurance requirements as listed above. However, this will in no way relieve the Company from meeting all insurance requir ements or otherwise being responsible for the subcontractor.

27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non- Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimina tion. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to partic ipate in all of its subcontracting and supply opportunities on City contracts, provided that nothing c ontained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketp lace discrimination that has occurred or is occurring in the marketplace. The Company understands and ag rees 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 agre es to: (i) promptly provide to the City in a format specified by the City all information and documenta tion that may be requested by the City from time to time regarding the solicitation, selection, treatm ent and payment of subcontractors in connection with this Contract; and (ii) if requested, provide t o the City within sixty days after the request a truthful and complete list of the names of all subcon tractors, vendors, and suppliers that the Company has used on City contracts in the past five years, incl uding 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 i nvestigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy.

The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time.

The Company understands and agrees that violation of this Commercial Non-Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions.

28. NOTICES. Any notice, consent or other communication required or contempl ated 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 an y notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail depos ited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective.

Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to:

15 CONTRACT #: 2020000622
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For the Company: For the City:

Zach Ziegler K ay Elmore
Herman Miller, Inc. City of Charlotte
855 E. Main City Procurement
Zeeland, MI 94964 600 East Fourth Street, 9th Floor
Charlotte, NC 28202
Phone: 616-654-8843 Phone: 704-336-2524
Fax: Fax: 704-632-8252
E-mail: [email protected] E-mail: [email protected]

With Copy To: With Copy To:

Greg Cass Adam Jones
Herman Miller, Inc. City of Charlotte
855 E. Main City Attorney’s Office
Zeeland, MI 94964 600 East Fourth Street, 15th Floor
Charlotte, NC 28202
Phone: 201-341-1005 Phone: 704-336-3012
E-mail: [email protected] E-mail: [email protected] All other notices shall be sent to the other party’s Project Manager at the most recent address provided in writing by the other party.

29. MISCELLANEOUS.

29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties with respect to such subject matter. This C ontract supersedes all prior agreements, negotiations, representations and proposals, written or oral.

29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by both parties to this Contract.

29.3. GOVERNING LAW AND JURISDICTION. The parties acknowledge that th is Contract is made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all the rights, obligations, duties and liabilities of the parties under this Contract, and that North Carolina law shall govern interpretation and enforcement of this Contract and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). The parties further agree that any and all legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg C ounty, North Carolina. By the execution of this Contract, the parties submit to the jurisdict ion of said courts and hereby irrevocably waive any and all objections, which they may have w ith respect to venue in any court sitting in Mecklenburg County, North Carolina.

29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the par ties and their successors and permitted assigns. Neither party may assign any of the rights and obligations thereunder without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void.

29.5. CITY NOT LIABLE FOR DELAYS. It is agreed that the City shall no t be liable to the Company, its agents or representatives or any subcontractor for or on account of any stoppages or delay in the performance of any obligations of the City or any other party hereunder caused by injunction or other legal or equitable proceedings or on acc ount of any other delay for any 16 CONTRACT #: 2020000622
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cause beyond the City’s reasonable control. The City shall not be liable under any circumstances for lost profits or any other consequential, special or indirect damages.

29.6. FORCE MAJEURE.

29.6.1. The Company shall be not liable for any failure or delay in the performance of its obligations pursuant to this Cont ract (and such failure or dela y shall not be deemed a default of this Contract or gr ounds for termination hereunder if all of the following conditions are satisfied: (i) if such failure or delay: (a) cou ld not have been prevented by reasonable precaution, and (b) cannot reasonably be circumve nted by the non- performing party through the use of alternate sources, work-aro und plans, or other means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or ac ts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or court order.

29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a “Force Majeure Event”) the Company shall be excused from any further performance of those of its obligations pursuant to this Contract affected by the Force Majeure Event for as long as (i) such Force Majeure Event continues; and (ii) the Company continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.

29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify the City by telephone (to be confirmed by written notice within two (2) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligati ons for more than five (5) days, the City may terminate this Contract.

29.6.4. Strikes, slow-downs, walkouts, lockouts, and individual disputes are not excused under this provision.

29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract shall not affect the validity of the remaining portion of the Contract so long as the material purposes of the Contract can be determined and effectuated. If any provision of this Contract is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the exten t that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent.

29.8. NO PUBLICITY. No advertising, sales promotion or other material s of the Company or its agents or representations may identify or reference this Contra ct or the City in any manner absent the written consent of the City.

29.9. APPROVALS. All approvals or consents required under this Contract must be in writing.

29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not be c onstitute or operate as a waiver
of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights.

29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the termination hereof:

Section 4.3 “Employment Taxes and Employee Benefits”
Section 15 “Representations and Warranties of Company”
Section 18 “Term and Te rmination of Contract”
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Section 21 “City Ownership of Work Product”
Section 23 “Indemnification”
Section 25 “Confidential Information”
Section 26 “Insurance”
Section 28 “Notices and Principal Contacts”
Section 29 “Miscellaneous”

29.12. CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Cont ract 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 vot ing power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise.

29.13. DRAFTER’S PROTECTION. Each of the Parties has agreed to the use of the particular language of the provisions of this Contract and any questions o f doubtful interpretation shall not be resolved by any rule or interpretation against the drafters, but rather in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions up on such rights and benefits intended to be provided.

29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Compan y 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 empl oyment practices. Such laws wil l include, but shall not be limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the Services.

29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and shareholders have no interest and shall not acquire any interes t, direct or indirect that would conflict in any manner or degree with the performance of Servic es required to be performed under the Contract.

29.16. NO BRIBERY. The Company certifies that neither it, any of its a ffiliates or subcontractors, nor any employees of any of the foregoing has bribed or attempt ed to bribe an officer or employee of the City in connection with the Contract.

29.17. HARASSMENT. The Company agrees to make itself aware of and comp ly with the City's Harassment Policy. The City will not tolerate or condone acts of harassment based upon race, sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to termination.

29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Co mpany for any travel or other expenses incurred in connection with this Contract.

29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all applicable federal, state and local taxes which may be chargeab le against the performance of the Services, and remit such taxes to the relevant taxing autho rity. The Company consents to and authorizes the City to collect any and all delinquent taxes and related interest, fines, or penalties of the Company by reducing any payment, whether month ly, quarterly, semi- annually, annually, or otherwise, made by the City to the Compa ny pursuant to this Contract for an amount equal to any and a ll taxes and related interest, fines, or penalties owed by the 18 CONTRACT #: 2020000622
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Company to the City. The Company hereby waives any requirements for notice under North Carolina law for each and every instance that the City collects delinquent taxes pursuant to this paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal of the assessment of the delinquent tax if such appeal is within the time prescribed by law.

29.20. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties.

29.21. PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not ma ke any purchase hereunder will violate neither this Contract nor any implied duty of good fait h and fair dealing. The City has no financial obligation under this Contract absent the City’s e xecution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.”

[Signature Page Follows]
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EXHIBIT A – PRICING SHEET

21 HERMAN MILLER ‐ CONTRACT 2020000622
EXHIBIT A ‐ PRICING SHEET
$400,001 and
Above

CATEGORY PRODUCT NAME AND CODE USED TO LOCATE LIST

PRICE CATALOG CATALOG DATE DROP SHIP INSIDE

DELIVERY DROP SHIP INSIDE

DELIVERY

ALL SERVICE

OPTIONS
Systems Furniture Action Office® 1 & AO2 Panels (B) September 3, 2019 70.50% 68.50% 71.50% 69.50% Negotiable Systems Furniture Action Office® 2 Components (J) September 3, 20 19 70.50% 68.50% 71.50% 69.50% Negotiable Systems Furniture Canvas Channel (FZ) September 3, 2019 69.00% 67.0 0% 71.00% 69.00% Negotiable Systems Furniture Canvas Dock (FD) September 3, 2019 69.00% 67.00% 7 1.00% 69.00% Negotiable Systems Furniture Canvas Office Landscape® Group-Based (FR) Septe mber 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Systems Furniture Canvas Office Landscape® Private Office (FV) Se ptember 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Systems Furniture Canvas Office Landscape® Wall-Based (FT) Septem ber 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Systems Furniture Canvas Vista (FX) September 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Systems Furniture Ethospace® (U) September 3, 2019 69.00% 67.00% 71. 00% 69.00% Negotiable Systems Furniture Formwork™ (CY) September 3, 2019 40.00% 38.00% 42. 00% 40.00% Negotiable Systems Furniture Intent Solution (CF) September 3, 2019 53.00% 51. 00% 55.00% 53.00% Negotiable Systems Furniture Layout Studio® (LS) September 3, 2019 51.00% 49.0 0% 53.00% 51.00% Negotiable Systems Furniture Prospect (CB) September 3, 2019 53.20% 51.20% 54.5 0% 52.50% Negotiable Systems Furniture Public Office Landscape™ (BV) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Sytems Furniture - Ancillary Acces sories (8) September 3, 2019 70. 50% 68.50% 71.50% 69.50% Negotiable Sytems Furniture - Ancillary C-Styl e Overhead Storage (CS) Septem ber 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Sytems Furniture - Ancillary Energy Distribution System (C) September 3, 2019 70.50% 68.50% 71.50% 69.50% Negotiable Sytems Furniture - Ancillary Generic (R) September 3, 2019 64.00% 6 4.00% 66.00% 66.00% Negotiable Sytems Furniture - Ancillary Innovative Products (IP) September 3 , 2019 46.00% 44.00% 48.00% 46.00% Negotiable Sytems Furniture - Ancillary Keys & Locks (KA) September 3, 2019 6 4.00% 64.00% 66.00% 66.00% Negotiable Sytems Furniture - Ancillary Lighting (A) September 3, 2019 70.50% 68.50% 71.50% 69.50% Negotiable Sytems Furniture - Ancillary Textiles (K) September 3, 2019 64.00% 64.00% 66.00% 66.00% Negotiable Sytems Furniture - Ancillary Thrive® CBS Portfolio (Z2) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Sytems Furniture - Ancillary Thrive® Ergonomic Portfolio (ZZ) Sep tember 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Sytems Furniture - Ancillary Thrive® Global (Z3) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotia ble Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable

1. FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS
FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE TIERS ARE BASED ON LIST PRODUCT VALUE OF EACH OTHER $1 - $100,000 $100,001 - $400,000
22 HERMAN MILLER ‐ CONTRACT 2020000622
EXHIBIT A ‐ PRICING SHEET
$400,001 and
Above

CATEGORY PRODUCT NAME AND CODE USED TO LOCATE LIST

PRICE CATALOG CATALOG DATE DROP SHIP INSIDE

DELIVERY DROP SHIP INSIDE

DELIVERY

ALL SERVICE

OPTIONS

1. FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS
FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE TIERS ARE BASED ON LIST PRODUCT VALUE OF EACH OTHER $1 - $100,000 $100,001 - $400,000
Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Freestanding Furniture AGL Table Group™ (DF) September 3, 2019 37. 00% 35.00% 39.00% 37.00% Negotiable Seating / Chairs Aeron® Chairs (EC) September 3, 2019 51.00% 49.00% 53.00% 51.00% Negotiable Seating / Chairs Aside® Seating (PD) September 3, 2019 53.00% 51.00 % 55.00% 53.00% Negotiable Seating / Chairs Caper® Chair (WC) September 3, 2019 53.00% 51.00% 5 5.00% 53.00% Negotiable Seating / Chairs Celle® Chair (TR) September 3, 2019 51.00% 49.00% 5 3.00% 51.00% Negotiable Seating / Chairs Chadwick™ Modular Seating (V) September 3, 2019 3 7.00% 35.00% 39.00% 37.00% Negotiable Seating / Chairs Classical Seating (E) September 3, 2019 46.00% 44. 00% 48.00% 46.00% Negotiable Seating / Chairs Collection (ER) September 3, 2019 46.00% 44.00% 48. 00% 46.00% Negotiable Seating / Chairs Cosm (FC) September 3, 2019 51.00% 49.00% 53.00% 51. 00% Negotiable Seating / Chairs Eames® Aluminum Group (H) September 3, 2019 46.00 % 44.00% 48.00% 46.00% Negotiable Seating / Chairs Eames® Molded Plastic and Wire Chairs (VT) September 3, 2019 40.00% 38.00% 42.00% 40.00% Negotiable Seating / Chairs Eames® Tandem Seating (L) September 3, 2019 46.00 % 44.00% 48.00% 46.00% Negotiable Seating / Chairs Embody® (CN) September 3, 2019 49.00% 47.00% 51.00% 49.00% Negotiable Seating / Chairs Goetz™ Sofa (GS) September 3, 2019 40.00% 38.00% 42 .00% 40.00% Negotiable Seating / Chairs Keyn (TV) September 3, 2019 49.00% 47.00% 51.00% 49. 00% Negotiable Seating / Chairs Limerick® Seating (PO) September 3, 2019 53.00% 51 .00% 55.00% 53.00% Negotiable Seating / Chairs Lino (MI) September 3, 2019 51.00% 49.00% 53.00% 51. 00% Negotiable Seating / Chairs Mirra2 Seating (LF) September 3, 2019 51.00% 49.00 % 53.00% 51.00% Negotiable Seating / Chairs Plex (XX) September 3, 2019 46.00% 44.00% 48.00% 46. 00% Negotiable S
eating / Chairs SAYL® (AV) September 3, 2019 51.00% 49.00% 53.00% 51 .00% Negotiable Seating / Chairs Setu® (RY) September 3, 2019 51.00% 49.00% 53.00% 51 .00% Negotiable Seating / Chairs Stools (SO) September 3, 2019 37.00% 35.00% 39.00% 3 7.00% Negotiable Seating / Chairs Verus (PI) September 3, 2019 51.00% 49.00% 53.00% 51 .00% Negotiable Seating / Chairs Geiger Foray (NG) September 3, 2019 51.00% 49.00% 5 2.00% 50.00% Negotiable Seating / Chairs Geiger Guest Seating (H5) September 3, 2019 51.00 % 49.00% 52.00% 50.00% Negotiable Seating / Chairs Geiger Sotto™ (H6) September 3, 2019 51.00% 49.00% 52.00% 50.00% Negotiable Seating / Chairs Geiger Stackable™ (H7) September 3, 2019 51.00% 49 .00% 52.00% 50.00% Negotiable Seating / Chairs Geiger Stools (H2) September 3, 2019 51.00% 49.00% 52.00% 50.00% Negotiable Seating / Chairs Geiger Taper (FG) September 3, 2019 51.00% 49.00% 5 2.00% 50.00% Negotiable Seating / Chairs Leeway (LA) September 3, 2019 51.00% 49.00% 51.00% 4 9.00% Negotiable 23 HERMAN MILLER ‐ CONTRACT 2020000622
EXHIBIT A ‐ PRICING SHEET
$400,001 and
Above

CATEGORY PRODUCT NAME AND CODE USED TO LOCATE LIST

PRICE CATALOG CATALOG DATE DROP SHIP INSIDE

DELIVERY DROP SHIP INSIDE

DELIVERY

ALL SERVICE

OPTIONS

1. FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS
FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE TIERS ARE BASED ON LIST PRODUCT VALUE OF EACH OTHER $1 - $100,000 $100,001 - $400,000
Soft Seating HAY HM (2C) September 3, 2019 46.00% 44.00% 48.00% 46.00 % Negotiable Soft Seating naughtone (NO) September 3, 2019 46.00% 44.00% 46.00% 44.00% Negotiable Soft Seating Nemschoff January 7, 2019 48.00% 47.00% 48.00% 47.00% Negotiable Soft Seating Swoop™ (OA) September 3, 2019 46.00% 44.00% 48.00% 46.00 % Negotiable Soft Seating Geiger Lounge Seating (H8) September 3, 2019 51.00% 49 .00% 52.00% 50.00% Negotiable Soft Seating Geiger Reframe (HJ) September 3, 2019 51.00% 49.00% 52. 00% 50.00% Negotiable Soft Seating Geiger Ward Bennett™ Seating (HU) September 3, 2019 4 3.00% 41.00% 45.00% 43.00% Negotiable Soft Seating ColourForm Sofa Group (CU) September 3, 2019 37.00% 35 .00% 39.00% 37.00% Negotiable Soft Seating Objects (AB) September 3, 2019 37.00% 35.00% 39.00% 37.0 0% Negotiable Soft Seating Striad (SD) September 3, 2019 37.00% 35.00% 39.00% 37.00 % Negotiable Filing Systems, Storage & Equipment Canvas Office Landscape® Met al Filing & Storage (FM) September 3, 2019 69.00% 67.00% 71.00% 69.0 0% Negotiable Filing Systems, Storage & Equipment Canvas Office Landscape® Woo d Filing & Storage (FF) September 3, 2019 69.00% 67.00% 71.00% 69.00 % Negotiable Filing Systems, Storage & Equipment Meridian® Laterals (MF) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Filing Systems, Storage & Equipment Meridian® Pedestals (MP) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Filing Systems, Storage & Equipment Meridian® Storage Cases/Book Cases (MS) September 3, 2019 52.00% 50.00% 54.00% 52.00% Negotiable Filing Systems, Storage & Equipment Meridian® Towers (MG) September 3, 2019 52.00% 50.00% 54.00% 52.00% Negotiable Filing Systems, Storage & Equipment Meridian® Verticals (MV) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable Filing Systems, Storage & Equipment Nelson™ Cabinets (NC) September 3, 2019 37.00% 35.00% 39.00% 37.00% Negotiable Filing Systems, Storage & Equipment Quadrant B-Front Lateral Fil es (2) September 3, 2019 52.00% 50.00% 54.00% 52.00% Negotiable Filing Systems, Storage & Equipment Quadrant B-Front Pedestals ( BP) September 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Filing Systems, Storage & Equipment Quadrant F-Front Lateral Fil es (2A) September 3, 2019 52.00% 50.00% 54.00% 52.00% Negotiable Filing Systems, Storage & Equipment Quadrant F-Front Pedestals (BQ) September 3, 2019 69.00% 67.00% 71.00% 69.00% Negotiable Filing Systems, Storage & Equipment Tu® Laterals (UL) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Pedestals (UP) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Storage (US) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Towers (UT) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Wood Cases (UW) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Wood Credenzas (UJ) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Wood Cubbies (UH) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Wood Peds (UF) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable Filing Systems, Storage & Equipment Tu® Wood Towers (UI) September 3, 2019 66.80% 64.80% 68.20% 66.20% Negotiable

OTHER RELATED PRODUCTS PRODUCT NAME AND CODE USED TO LOCATE LIST

PRICE CATALOG CATALOG DATE DROP SHIP INSIDE

DELIVERY DROP SHIP INSIDE
DE
LIVERY

ALL SERVICE

OPTIONS
S Co/Struc® (S) September 3, 2019 51.00% 49.00% 53.00% 51.00% Negotiable TW Compass™ System (TW) September 3, 2019 54.00% 52.00% 55.00% 53.00% Negotiable D Herman Miller for Healthcare Action Lab (D) September 3, 2019 51 .00% 49.00% 53.00% 51.00% Negotiable SA Herman Miller for Healthcare Carts (SA) September 3, 2019 12.00 % 10.00% 12.00% 10.00% Negotiable CH Mora (CH) September 3, 2019 51.00% 49.00% 53.00% 51.00% Negotiable OS Living Office Hardware (OS) - does not include
software/subscriptions September 3, 2019 50.00% 50.00% 50.00% 50.00% Negotiable MN Overlay (MN) September 3, 2019 54.00% 52.00% 56.00% 54.00% Negotiable CW Magis® Alliance (CW) September 3, 2019 40.00% 38.00% 42.00% 40.00% Negotiable CX Mattiazzi Alliance (CX) September 3, 2019 40.00% 38.00% 42.00% 40. 00% Negotiable 24 HERMAN MILLER ‐ CONTRACT 2020000622
EXHIBIT A ‐ PRICING SHEET
Purchase order and payment are issued directly to the local authorized Herman Miller dealer.

Payment Terms are Net 30 or as negotiated with the local authorized Herman Miller dealer.

Deposit requirements and progress payments to be negotiated with the local authorized Herman Miller dealer.

Returns & cancellations are allowed only with HMI/dealer approval under HMI’s change/cancellation policy. 7) Mora, Compass, CoStruc casework systems installation to be quoted and approved by the buyer prior to performance of the work. 8) Living office installation, software, licenses, and subscriptions will be quoted and approved by the buyer prior to performance of work.

Any additional charges shall be quoted by the dealer and approved by the buyer prior to performance of the work.

NTE = Not To Exceed
2) Major Metro Markets and any non-ground floor installation: NTE 1% - 3.5% of list product value - Major Metro Markets include large population centers and urban environments. 3) Installation in a clinical/medical environment: NTE 1% - 3.5% of list product value 4) Special restrictions or limits established by local laws, ordinances or the directions of the buyer, including but not limited to restrictions on transportations of materials, street access to the job site and/or dock facilities: NTE 1% - 3.5% of list product value
5) Installations outside of a 50 mile radius of the servicing dealer: NTE 1% - 2% of list product value. 6) Local Prevailing Wage and/or Union Labor Rates
- Service work will shall not be hindered by other trades. - Electric, heat, and adequate elevator service will be furnished without charge. - The immediate installation area shall be complete and free of debris including the carpet/flooring before installation commences. - Any work requiring a licensed electrician is the responsibility of the buyer.

Additional Charges May Apply For:
1) Orders of an aggregate quantity of 1 - 10 chairs, desks, files, peds - NTE $300 fee per delivery.

4. Expanded Service Installation price to include basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager.

Installation & Delivery Services:

The service option product discounts include "standard" services only, subject to the conditions listed below. The discounts are "not to exceed" percentages that may be lower as quoted by the servicing dealer dependent on the specific project conditions. Additional charges and services shall be negotiated in advance of the service being performed. - Installation will be performed during normal weekday working hours. - Adequate facilities for delivery, unloading, moving and staging/storing the product during the installation process shall be provided.

List prices include freight within the 48 contiguous United States. Shipments outside of the contiguous United States are shipped freight prepaid to point of embarkation with freight costs beyond that point shipped collect.

Note:

1. Drop Ship, price includes product delivery to the site, the purchaser is responsible for unloading.

2. Inside Delivery, price includes All deliveries shall be delivered to the site, unloaded and moved

3. Basic Installation, price includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan 25 HERMAN MILLER ‐ CONTRACT 2020000622
EXHIBIT A ‐ PRICING SHEET
Basic Installation - Normal Hours 3% of List for seating product s; 5% of List for all other products (Clinical Casework quoted) Basic Installation - After Hours See rates in option 2 below Expanded Installation - Normal Hours 5% of List for seating pr oducts; 7% of List for all other products (Clinical Casework quoted) Expanded Installation - After Hours See rates in option 2 below Basic Installation - Normal Hours See fixed % of Discount In Option 1 above Basic Installation - After Hours $52.50 - $86.75
Expanded Installation - Normal Hours See fixed % of Discount In Option 1 above Expanded Installation - After Hours $52.50 - $86.75
Design $55.00 - $78.75
Project Management $55.00 - $89.25
Asset Management $55.00 - $89.25
Installation/Reconfiguration of existing product $40.00 - $65.00 Strategic Planning Services $100 - $157.50
Occupancy Planning/CAD Drafter $60.00 - $89.25
Build-Out Project Mgt. Services $90.00 - $115.50
FFE Mgt. Services $90.00 - $115.50
Performance Environments To be Quoted
RePurpose Program To be Quoted - Herman Miller will work with the customer to determine the best product disposition via our repurpose program

3. FIXED STORAGE RANGE RATE / FT² : $1.50/sq.ft - $1.85/sq.ft

DESCRIPTION AMOUNT OR PERCENTAGE
Customized Pricing for Sole Source Agreements /
Committed Volume To Be Negotiated With Buyer
Product Standardization Agreements To Be Negotiated With Buyer Custom pricing agreements with Buyer To Be Negotiated With Buyer Custom Incentives/Rebate agreements with Buyer To Be Negotiated With Buyer

4. INCENTIVES:
*Each Incentive listed above would be seperately negotiated with the specific buyer and developed based on the level of commitment, preferred vendor status, product standardization, or other commitments from the buyer.

2. OPTION #1 - FIXED PERCENTAGE (%) DISCOUNT ON INSTALLATION SERVICES:

OPTION #2 - FIXED HOURLY RATE RANGE FOR INSTALLATION AND OTHER ADDITIONAL SERVICES AND SOLUTIONS:
26 HERMAN MILLER ‐ CONTRACT 2020000622
EXHIBIT A ‐ PRICING SHEET
7) Mora, Compass, and CoStruc casework systems installation to be quoted and approved by the buyer prior to performance of the work.

Any additional charges shall be quoted by the dealer and approved by the buyer prior to performance of the work.

NTE = Not To Exceed
- Major Metro Markets include large population centers and urban environments. 3) Installation in a clinical/medical environment: NTE 1% - 3.5% of list product value 4) Special restrictions or limits established by local laws, ordinances or the directions of the buyer, including but not limited to restrictions on transportations of materials, street access to the job site and/or dock facilities: NTE 1% - 3.5% of list product value 5) Installations outside of a 50 mile radius of the servicing dealer: NTE 1% - 2% of list product value. 6) Local Prevailing Wage and/or Union Labor Rates
8) Living office installation, software, licenses, and subscriptions will be quoted and approved by the buyer prior to performance of work. - The immediate installation area shall be complete and free of debris including the carpet/flooring before installation commences. - Any work requiring a licensed electrician is the responsibility of the buyer. - Travel expenses will be quoted extra
Additional Charges May Apply For:
1) Orders of an aggregate quantity of 1 - 10 chairs, desks, files, peds - NTE $300 fee per delivery. 2) Major Metro Markets and any non-ground floor installation: NTE 1% - 3.5% of list product value Installation & Delivery Services:

The service option product discounts include "standard" services only, subject to the conditions listed below. The discounts are "not to exceed" percentages that may be lower as quoted by the servicing dealer dependent on the specific project conditions. Additional charges and services shall be negotiated in advance of the service being performed. - Installation will be performed during normal weekday working hours. - Adequate facilities for delivery, unloading, moving and staging/storing the product during the installation process shall be provided. - Service work will shall not be hindered by other trades. - Electric, heat, and adequate elevator service will be furnished without charge.

Note:

1. Drop Ship, price includes product delivery to the site, the purchaser is responsible for unloading.

2. Inside Delivery, price includes All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading.

3. Basic Installation, price includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan and specifications.

4. Expanded Service Installation price to include basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. 27 CONTRACT #: 2020000622
VENDOR #: 308726

EXHIBIT B – SCOPE OF SERVICES

1.1 General Scope.

The City is requesting the broa dest selection of Office, Educat ion, Classroom and Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of this RFP is to provide the City and Participating Public Agenci es with Products and Services to meet their various needs. Therefore, Companies should have demonstrated experience in providing Products and Services as defined in this RFP, includi ng but not limited to the following:
 Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company;
 Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and available from the Company;  Seating/Chairs: A complete and comprehensive catalog of office and classroom c hairs, tandem seating and other general seating available from the Company;  Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open spaces. Prod ucts include, but are not limited to, lounge seating, modular linear seating, tables, and accessories;  Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company; and  Related Products, Support Services and Solutions: Related office interior products and design, “Quick Ship”, design and layout, fabric and color desig n services, installation, systems furniture reconfiguration, assessment tools, and any ot her related products and services or solutions offered by the Company.

1.2 Product Standards and Guidelines.

All products must be manufactured in compliance with all standards including warning labels and safety devices, guard and equipment required to meet the safety standards recognized by industry safety, councils or organizations to establish safety standards such as Occupational Safety and Health Administration (OSHA), National Fire Protecti on Association (NFPA), National Institute of Occupational Safety and Health (NIOSH), A merican National Standards Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environ mental Protection Agency (EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment.

Additionally, applicable products must meet the following specific standards:
• ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations) • CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead-Containing Paint) • ANSI/BIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Sea ting), X5.5 (Desk Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard) • California Air Resources Board (CARB) (Formaldehyde Emissions) • California Proposition 65 (Lead and Other Toxic Substances) • California Bureau of Electronic and Appliance Repair, Home Fu rnishings, and Thermal Insulation (BHFTI) (Technical Bulletin 117)
All Products offered must be new, unused, latest design and tec hnology unless otherwise specified.
28 CONTRACT #: 2020000622
VENDOR #: 308726

1.3 Pricing.

The Company’s firm fixed percentage (%) discount off a manufact urer price list for each category (defined in Section 1.1) for the life of the contract as Exhibit A.

Prices include manufacturer mark up, profit, item cost and stor age to allow each customer the ability to calculate and verify discount.

1.3.1 Delivery.

The fixed percentage discount is based on the delivery require ments below:

1.3.1.1 Drop Ship: All deliveries shall be delivered to the site. City or Participating Public Agency is responsible for unloading.

1.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading.

1.3.2 Installation.

The fixed percentage discount, fixed hourly rate, or an hourly rate range is based on the installation requirements below:

1.3.2.1 Basic Installation: Basic installation includes inside delivery , uncrating, assembly, installation, removal of all debris from premises, in stallation documents and the bill of materials per the purchaser’s approve d plan and specifications.

1.3.2.2 Expanded Service Installation: Expanded service installation in cludes basic installation; field measurements surveyed, documented and coord inated; electrical and telecommunication/data in-feed locations are sur veyed, documented and coordinated; atte nd required coordination meetin gs with purchaser and other contractors; and creation and implementatio n of punch list by project manager.

1.3.2.3 Normal Hours: Normal hours are defined as 7:00 am – 5:00 pm local time.

1.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays.

1.3.2.5 Pricing for installation and services such as design, project m anagement, asset management, refurbishment, and other services are priced at a f ixed percentage discount, fixed hourly rate, or an hourly rate range for City and all Participating Public Agencies and/or by state.

1.3.2.5.1 Design: Company has the capability to recommend and design appropriate layouts to fit the need of the City and Participating Public Agencies.

1.3.2.5.2 Project Management: Company has the ability to provide project management services to help City and Participating Public Agenc ies complete their projects on-time and within budget.

1.3.3 Storage is priced at a fixed monthly rate range.

1.3.4 Pricing for any additional related products, services and solutions offered are defined in Exhibit A.

All
Products provide under this Contract that require assembly and installation should be performed by the Company’s certified installers. All installati on work must meet the manufacturer’s specifications and industry standards. Company p rovided the names and addresses of each certified installer, see Exhibit C – Form 6.

All work must be performed according to the standards established by the terms, specifications, and drawings for each project and meet the manufacturer’s speci fications and industry standards. It shall be the obligation of the Installer to obtai n clarification from the Project 29 CONTRACT #: 2020000622
VENDOR #: 308726

Coordinator concerning questions or conflicts in the specificat ions and drawings in a timely manner as to not delay the progress of the work.

1.4 Price Adjustments.

All proposed pricing shall remain firm for the first year of th e subsequent Contract through December 31, 2020. Companies may request price adjustments (inc reases/decreases) for consideration at least sixty (60) days prior to each anniversary of the Contract effective date.

All requests must be submitted in writing to City of Charlotte City Procurement along with documentation of bona fide materials and labor increases for th e cost of Products. No adjustment shall be made to compensate a Company for inefficien cy in operation or for additional profit. Price decreases shall be accepted at any time during the term of the contract.

1.5 Environmental Purchasing Requirements.

The following are applicable items covered by the City’s Sustai nable Purchasing Policy that must be accommodated by the Company:

Product or
Service
Examples Environmental Attributes
Furniture Desks, chairs, tables,
bookshelves
Recycled content, recyclability, end
of life management
Companies provided its environmental attributes in Exhibit C – Form 10.

1.6 New Products and Services.

New Products and Services may be added to the resulting Contrac t(s) during the term of the Contract by written amendment, to the extent that those Product s and Services are within the scope of this RFP and include, but will not be limited to, new Product added to the manufacturer’s list offerings, and services which reflect new t echnology and improved functionality. All requests are subject to review and approval of the City of Charlotte.

1.7 Safety.

All Companies and installers or subcontractor performing Servic es for the City of Charlotte and Participating Public Agencies are required and shall comply with all Occupational Safety and Health Administration (OSHA) , State and County Safety Occupational Health Standards and any other applicable rules and regulations. The Company and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around t he work site area under this contract.

1.8 Warranty.

In Exhibit C – Form 4, the Company addressed each of the following:

1.8.1 Applicable warranty and/or guarantees of furniture and installa tions including any conditions and response time for repair and/or replacement of a ny components during the warranty period.

1.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion.

1.8.3 Availability of replacement parts.

1.8.4 Life expectancy of furniture under normal use.

1.8.5 Detailed information as to proposed return policy on all furniture. 30 CONTRACT #: 2020000622
VENDOR #: 308726

EXHIBIT C – PROPOSAL RESPONSE FORMS

31 Furniture Installation and Related Products and Services | RFP#269-2019-105 Page 45 32 Furniture Installation and Related Products and Services | RFP#269-2019-105 Page 49 33

34 REQUIRED FORM 4

DELIVERY AND WARRANTY

Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery: To match your particular product and scheduling needs, we offer these lead time options, 10- Day or Less, 20-Day or Less, Assigned, and Emergency Response. Please see “Additional Programs and Services”.

Warranty: Company must detail the following:
a. Applicable warranty and/or guarantees of furniture and installa tions including any conditions and response time for repair and/or replacement of any components during the warranty period. See full Warranty Statements enclosed.

Response time to service and/or warranty requests are a top pri ority with your dealer and our Customer Care and Product Services teams. Standard service inqu iries are responded to same day or within one business day of notification. Depending upon parts required, Customer Care and Product Services will clearly outline the next steps and time frame for resolution.

b. Warranty period start date. The City of Charlotte desires the w arranty start at the time of substantial completion. Herman Miller agreed to requirement via email on October 14, 2019.

c. Availability of replacement parts. We want your Herman Miller products to serve your company for a long time, so we design them for easy component replaceme nt while in use and easy disassembly at the end of their useful life. From seating caste rs and arm pads to work surfaces and replacement tiles, service parts are ordered through and in stalled by your servicing dealer to protect your investment and ensure your products continue to su pport your employees for a long time. Replacement parts are warrantied until the original product warranty expires.

d. Life expectancy of furniture under normal use. Our products are designed, developed and tested to assure a 12-year life under high-level, multi-shift use. Our products meet, and typically exceed, all industry standards (ANSI, BIFMA, UL, etc.), as well as internally developed requirements that go beyond industry requirements.

a. Detailed information as to proposed return policy on all furnit ure. All product is manufactured by Herman Miller in the specific size, finish, and fabric requeste d to meet a specific customer application. Due to the customization and variety of applicatio ns, requests to return product, outside of warranty situations, are not typically authorized. A ny product returned requires the written authorization from Herman Miller prior to return to ensure proper tracking and assessment.

35 Furniture Installation and Related Products and Services | RFP#269-2019-105 Page 13 Proposed Solution
Options® Program
The process begins when you make a request.

We work with you to define the need and
propose a product solution—something we
modify or develop to meet your specific need.

Response is fast; we quote 95 percent of
requests in 24 hours. Prices are reasonable—
on average, about 5 percent more than
standard product. All Herman Miller Options
products carry our comprehensive 12-year,
3-shift warranty.

Vary Easy® Program
Through your dealer, you have nearly limitless
choice in modifying standard products. Dealer
designers can instantly modify any product that
is part of the program and create a 3D image,
CAD symbols, and price book page for it. Lead
times and pricing for Vary Easy products are the
same as for standard products. And Vary Easy
products are covered by our comprehensive 12-
year, 3-shift warranty.

Lead Time Programs for Rapid Shipment
We understand that reliable lead times are a
crucial element in your planning process and
resource allocation. To match your particular
product and scheduling needs, we offer
these options:
•
10-D
ay or Less: We have the most
comprehensive quick-ship program in the
industry—and with no quick-ship surcharges.

Products available in 10 days or less include
a broad vocabulary of standard systems,
seating, tables, and filing / storage.
•
20-D
ay or Less: Includes the full breadth of
Herman Miller standard products.
•
As
signed: For customized products.

Lead times are assigned based on the
requirements of each order.
•
Emer
gency Response: This program ships
products that are holding up installation
within 24 hours.

Furniture Disposal Programs
Through our furniture disposal solution, your
no longer needed assets can be donated to
charitable organizations. The purpose of the
rePurpose program is to keep used furniture out
of landfills. But it does so much more than that.

In some cases, fees may apply when disposing
furniture. Your Herman Miller and local dealer
partner will advise on the best strategy and
program for individual agency circumstances .

Additional Programs and Services (continued)
36 Our warranty covers everything—including electrical components, casters, pneumatic cylinders, tilts, and all moving mechanisms.

It recognizes the changing nature of work and the need for products that can stand up to continuous use.

And it means that when warranty work is performed in the U.S. and Canada, Herman Miller foots the bill.

At Herman Miller, we work for a better world around you. Our products— and our promise to stand behind their quality 100 percent—are designed to improve your environment whether it’s an office, hospital, school, home, an entire building, or the world at large.

A warranty is a promise.

Here’s ours: 12 years, 3 shifts, labor included
37 Herman Miller Products
5 years
Herman Miller Collection products; C-style flipper door unit with lift-assisted mechanism; Connect
™
power and data; Cubert
®
, Flute
™
, and Tone
™
personal
task lights; Eames Tables power modules, Exclave
®
whiteboards, tackboards,
and accessories; Flo
®
power hub; Formwork
®
and Ubi
™
liners; Keyless Locks;
Logic Power Access Solutions
™
; Logic Reach; Mbrace wall-mounted technology;
Ode
®
lamps; Overlay
™
Trellis and Linear light; Procedure/Supply Carts keyless lock bars; Tabetha Tablet Mount, Twist
™
LED task light; Ubi USB power module
3 years
Herman Miller Collection outdoor products; Compass
™
system faucet
2 years
Logic Micro Tower; Magis and Mattiazzi branded products from the date of purchase by the original purchaser
1 year
Formwork stackable desktop storage; Nelson
™
Bubble Lamps
®
None
Beware of Imitations poster; Exclave eco boards; Girard throw; Maharam Memory 3 game; Maharam pillows; Textiles & Objects poster Herman Miller Materials
5 years
Herman Miller proprietary fabrics applied to seating products (exceptions covered under 12-year warranty include: Ace, AireWeave
™
2, Aristo,
Balance, Bingo, Crepe, Dex, Epic, FLEXNET
™
, Intercept, Leather, Lyris 2
™
,
MCL Leather, Marvel, Mercer, Monologue, 8Z Pellicle
®
, Rhythm, Strata,
and Whisper); Sayl
®
knit back cover
1 year
Herman Miller Design on Textile (DOT
™
) and Customer’s Own Image (COI)
Parts and Components
5 years
Electronic ballasts used in task lighting; keyless lock on Compass; mechanical components (drive shaft, motor, etc.) on Locale
®
height-adjustable surface;
mechanical and electrical components on Motia
®
sit-to-stand tables, Nevi
™
sit-
to-stand tables, and Nevi Link; Renew
™
sit-to-stand pneumatic counterbalance
and crank mechanism; power leg access option on Renew sit-to-stand tables 3 years
All service parts; electric motors for Co/Struc
®
height-adjustable tables
2 years
Electrical components (switch, control box, etc.) on Locale height- adjustable surface
1 year
Compass system faucet sensors and control box
6 months
All other products, parts, and any services not listed above, sold or furnished by Herman Miller or its subsidiaries, except for consumable products such as batteries, dry-erase markers, erasers, light bulbs, fans, and other electronic products for which no warranty is given Other Manufacturers’ Products
Herman Miller does not warrant other manufacturers’ product but will pass through to the original purchaser any warranty supplied by other manufacturers to the extent possible, including, but not limited to, open-line laminates.

All products sold under the Herman Miller brand, including Herman Miller Healthcare products, Geiger
®
products, Eames
®
aluminum group, Eames
Soft Pad
TM
group, Eames executive chairs, and Eames tables, are backed by our 12-year, 3-shift warranty, except as limited or described below.

Warranty information for Nemschoff products can be found by visiting nemschoff.com/customer-care/warranty. Warranty information for Maharam
®
textiles can be found by visiting maharam.com/site/terms. 38 Provisions that apply to all Herman Miller-branded
products and services:

Herman Miller, Inc. (“Herman Miller”), 855 East Main Avenue, PO Box 302, Zeeland, Michigan 49464-0302, USA, warrants the products sold by it and its subsidiaries to be free from defects in material and workmanship, regardless of the number of shifts during which the products are used, for the warranty periods specified.

This limited warranty covers the sale of Herman Miller product in all countries. Not all of the product lines appearing on this list are marketed by Herman Miller in all countries, and appearance on this list does not imply an offer for sale of a product line in a particular place. Product line availability is defined in current price lists applicable to different regions.

During the applicable warranty period, Herman Miller, as its sole obligation, will repair or replace (at its option) any product, part, or component covered by this warranty and sold after the effective date of this warranty, which fails under normal use as a result of a defect in material or workmanship.

Herman Miller will repair or replace the aforementioned product, part, or component with a comparable product, part, or component.

This warranty extends only to the original purchasers who acquire new product from Herman Miller, its subsidiaries, or its authorized resellers. Any product, part, or component must have been used according to Herman Miller’s published instructions and installed and maintained by a Herman Miller factory-trained technician or an authorized Herman Miller dealer installer. If these requirements are met, warranty coverage will be extended.

Any misuse, abuse, or modification to the original product voids the warranty. Herman Miller does not warrant the performance of the product when used in combination with other than original Herman Miller product.

Limited warranty only covers Herman Miller provided products, components, and related repair work performed by Herman Miller authorized dealers.

The warranty period starts from the date of purchase.

This document inclusively describes all of the warranties given and remedies available with respect to the company’s products and services.

Herman Miller and its subsidiaries disclaim any other warranty whether express or implied, statutory or otherwise, in relation to the products.

Herman Miller does not warrant:
• natural variations in wood grain or figure or the presence of character marks • changes in surface finishes, including colorfastness, due to aging, exposure to light or direct sunlight
• marks, scars, or wrinkles occurring naturally in leather • veins, marks, voids, fissures, or cracks found naturally in stone • failure resulting from normal wear and tear
• pilling of textiles
• matching of colors, grains, or textures of natural materials • colorfastness or the matching of colors of textiles or surface finishes, including an exact match to cuttings, samples, or swatch cards • damage, marking, or staining of veneer surfaces due to contact with rubber or similar compounds; damage from sharp objects or imprinting from writing instruments
• changes in the decibel level of motors or mechanisms utilized in height- adjustable products
• damage or marking of materials or abrading of textiles over time caused by sharp or foreign objects
• discoloration of textiles and surface materials due to soiling, stains, or dye transfer from clothing, including denim
Herman Miller tests Customer’s Own Material (COM) and other customer- supplied items for manufacturing quality only and does not provide any warranty with regard to these materials.

Herman Miller does not warrant products that are exposed to extreme environmental conditions or that have been subject to improper storage.

TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES,

INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO

THE EXTENT THEY ARE LEGALLY REQUIRED, ARE LIMITED IN
DURATION TO THE DURATION OF THIS WRITTEN WARRANTY .

HERMAN MILLER SHALL NOT BE LIABLE FOR LOSS OF TIME,

INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES.

Applies in US only: Some states do not allow limitations on how long an implied warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions in the two preceding paragraphs may not apply. This warranty gives the purchaser specific legal rights; however, the purchaser may also have other rights that may vary from state to state.

Applies outside US: Except as stated above, Herman Miller will not be liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the purchaser or any third party in respect of the products, but nothing contained herein will or will be considered to exclude or restrict any liability on Herman Miller’s part for death or personal injury resulting from negligence.

Effective April 2019
For more information about our products and services or to see a list of dealers, please visit us at hermanmiller.com or call (888) 443 4357 . © 2019 Herman Miller, Inc., Zeeland, Michigan
® Y, Herman Miller, Bubble Lamps, Co/Struc, Cubert, Eames, Exclave, Flo, Formwork, Geiger, Locale, Maharam, Motia, Ode, Pellicle, and Sayl are among the registered trademarks of Herman Miller, Inc., and its owned subsidiaries.
™ AireWeave, Compass, Connect, DOT, Eames Soft Pad, FLEXNET, Flute, Lyris 2, Nelson, Nevi, Overlay, Renew, Tone, Twist, and Ubi are among the trademarks of Herman Miller, Inc., and its owned subsidiaries.
39 Geiger, 6095 Fulton Industrial Blvd., SW, Atlanta, GA 30336, USA, warrants the products sold by it to be free from defects in material and workmanship, regardless of the number of shifts during which the products are used, for the warranty periods specified below.

This warranty covers the sale of Geiger product in all countries.

Not all of the product lines appearing on this list are marketed by Geiger in all countries, and appearance on this list does not imply an offer for sale of a product line in a particular place. Product line availability is defined in current price lists applicable to different regions.

Geiger Commercial Office Furniture Products
12 years
All products sold under the Geiger® brand names, except as limited or described below.

Geiger Textile Alliance Program SM Fabrics
3 years
Includes, but is not limited to Edelman Leather, Geiger, Herman Miller, Maharam, and Place fabrics.

Nonstandard Products
1 – 5 years
Warranty length on nonstandard products not covered by the 12- year warranty is identified on individual product quotes.

All Other Products, Parts and Services
2 years
Height adjustable bases (electrical parts).
5 years
Height adjustable bases (mechanical parts). Task light electronic ballasts.
3 years
All service parts.
6 months
All other products, parts, and any services not listed above, sold or furnished by Geiger, except for consumable products such as light bulbs and other electronic products for which no warranty is given.

None
For other manufacturers’ products, Geiger will pass through to the original purchaser any warranty supplied by other manufacturers to the extent possible, including, but not limited to, open line laminates.

Provisions that apply to all products and services:

During the applicable warranty period, Geiger, as its sole obligation, will repair or replace (at its option) any product, part, or component covered by this warranty and sold after the effective date of this warranty, which fails under normal use as a result of a defect in material or workmanship; Geiger will repair or replace the aforementioned product, part, or component with a comparable product, part, or component.

This warranty extends only to the original purchasers who acquire new product from Geiger, or its authorized resellers. Any product, part, or component must have been installed, used, and maintained according to Geiger’s published instructions in order to be eligible for coverage under this warranty and must not have been subject to misuse or abuse. Any modification to the original product voids the warranty. Geiger does not warrant the performance of the product when used in combination with other than original Geiger product.

The warranty period starts from the date of purchase. This document inclusively describes all of the warranties given and remedies available with respect to the company’s products and services.

Geiger disclaims any other warranty whether express or implied, statutory or otherwise, in relation to the products.

Geiger Warranty
40 Geiger does not warrant:
• natural variations in wood grain or figure or the presence of character marks
• changes in surface finishes due to aging or exposure to light • marks, scars, or wrinkles occurring naturally in leather • veins, marks, voids, fissures, or cracks found naturally in stone
In addition, Geiger does not warrant:
• failure resulting from normal wear and tear
• the matching of colors, grains, or textures of natural materials • the colorfastness or the matching of colors of textiles, including an exact match to cuttings or to swatch card
• damage, marking, or staining of veneer surfaces due to contact with rubber or similar compounds
• damage from sharp objects or imprinting from writing
instruments, or
• prolonged exposure to direct sunlight

Geiger tests Customer’s Own Material (COM) and other customer- supplied items for manufacturing quality only and does not provide any warranty with regard to these materials. Geiger does not warrant products that are exposed to extreme environmental conditions or that have been subject to improper storage.

Geiger’s products meet the requirements of the price books and other written publications.

TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES,

INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO THE

EXTENT THEY ARE LEGALLY REQUIRED, ARE LIMITED IN DURATION TO THE DURATION OF THIS WRITTEN WARRANTY .

GEIGER SHALL NOT BE LIABLE FOR LOSS OF TIME,

INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES.

Applies outside US: Except as stated above, Geiger will not be liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the purchaser or any third party in respect of the products but nothing contained herein will or will be considered to exclude or restrict any liability on Geiger’s part for death or personal injury resulting from negligence.

Geiger Warranty (continued)
41 800 203 8916 Phone
920 471 0292 Fax
nemschoff.com
2218 Julson Court
Sheboygan, WI 53082
A Herman Miller Company
©2019 Nemschoff, Inc.
v6 06.2019
Limited Lifetime Warranty
Seller warrants the products it manufactures against defects of material and workmanship under normal use and service for the useful life* of the product from the date of shipment provided that the product is in use by the original owner and has been used only for the original purpose. This warranty is void in cases of damage in transit, negligence, user modification, abuse, abnormal usage, improper use of cleaning chemicals, misuse, accidents and improper maintenance.

As Buyer’s sole remedy under the warranty, Nemschoff, at its option, will repair or replace defective parts at no charge to the original owner of record. Nemschoff will pay freight charges provided that the replacement or return has previously been authorized by the company under the terms of this warranty. Normal aging and wear of fabrics, filling materials, mechanisms, mechanical components and finishes are exempt from this warranty.

With proper use and maintenance, the limitations of our warranty are as follows:
10 years for all mechanisms and mechanical components of Serenity ®, Prísto®, Consoul™, Leonard, and Ava® Recliners
12 years for all mechanisms and mechanical components of Nala and Centé ® Patient Chairs 5 years for all other mechanisms and mechanical components 5 years for Overbed Tables, Physician and Caregiver Stools 5 years for lighting
5 years on Nemschoff Performance Fabric (NPF)
1 year for electrical outlets
1 year for Privacy Panels (Palisade)
1 year for Resin panel (Terra
™ for Treatment Areas)
Graded-in fabrics follow the warranty of the textile manufacturer–please reference specific manufacturer's website Customers Own Material (COM) is not covered under warranty

THERE IS NO OTHER EXPRESS WARRANTY. SELLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE INDICATED BY BUYER TO SELLER.

There are no representations as to the capacity or performance of the products sold hereunder except as set forth in the quotation specifications, if any, and such representations are expressly conditioned upon the correctness of the data furnished by Buyer and upon the products being properly installed and maintained.

IT IS EXPRESSLY AGREED THAT THIS REMEDY OF REPAIR, REPLACEMENT OR CREDIT, AT THE SELLER’S OPTION, IS BUYERS EXCLUSIVE REMEDY UNDER THIS WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES. 1 of 2
42 800 203 8916 Phone
920 471 0292 Fax
nemschoff.com
2218 Julson Court
Sheboygan, WI 53082
A Herman Miller Company
©2019 Nemschoff, Inc.
v6 06.2019
On equipment furnished by Seller, but manufactured by others, the written warranty, if any, of the manufacturer will be assigned to Buyer. However, Seller does not adopt, and does not guarantee or represent that manufacturer will comply with any of the terms of the warranty of such manufacturer.

Seller warrants woven and non-woven upholstery on the NPF program when applied to Seller's products. Warranty covers defects of material and workmanship under normal use and service for five (5) years from the date of shipment.

This warranty applies only to the original owner and the original use of the product. This warranty is void in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, and improper cleaning and maintenance.

Normal aging and wear of woven and non-woven upholstery are exempt from this warranty. As Buyer's sole remedy under the warranty, Nemschoff, as its option, will repair or replace the material at no charge to the original owner of record. If the material is no longer in manufacture, one of comparable value will be substituted for you. Nemschoff will pay freight charges, provided that the replacement or return has been previously authorized by the company under the terms of this warranty.

Expenses incurred by Buyer in repairing or replacing Seller’s product will not be allowed except by written permission of Seller.

Seller, in its manufacture and sale of these products, will assume no liability as to possible infringement of patents or copyrights by virtue of the use of said products in combination with other elements or structures, or when manufactured to Buyer’s specifications.
* Useful life, as defined by industry standards, is 12 years. 2 of 2
43 Click to edit Master subtitle style

7 years
naughtone warrants to the original
purchaser that its products are free
from defects in materials and
workmanship for a period of 7
years from date of delivery, except
as noted below. This warranty
applies to single shift (standard 8-
hour day, 5 days per week) use.

E
xceptions
5 years
Stacking chairs, metal chair
frames, seating components
including adjustment mechanisms,
height adjustment mechanisms
and pneumatic cylinders, monitor
supports and tablet arm
assembles, wood veneer and low
pressure laminate (LPL) surfaces,
urethane and wood edge
treatments, upholstery/ tailoring
and exposed wood frames.

F
abric
naughtone offers no warranty,
either implied or expressed, on any
fabrics or leathers used on our
products. Fabrics and leathers
carry warranties from the fabric
manufacturer or reseller. Please
refer to each reseller’s warranties
before specifying. Because every
fabric specification is different and
application for use must be taken
into consideration, naughtone shall
not be held responsible in any
manner for wrong specification of
fabric for tailoring, wear, durability,
or light fastness.

L
imitations and Exceptions
A) General
The warranties set out in Part 1 of
Schedule 1:
• Provide coverage to the
Customer only;
• Do not apply to (i) merchandise
that was at any time, used as a
floor sample or display mode,
(ii) any merchandise purchase
“as is” or second-hand, (iii) any
merchandise purchased at a
distress sale or a ‘going out-of
business sale, or (iv) any
merchandise purchased from a
liquidator.

The Product Tolerances set out in
Schedule 2 shall apply. Products
shall not be deemed to be in
breach of warranty, or otherwise
defective, by reason of an issue
that is covered in Schedule 2.

All warranties, whether express or
implied, cover only normal usage.

No warranty, express of implied,
applies to any Product condition
resulting from misuse, abuse,
delivery or transportation damage,
nor any Product condition resulting
from incorrect or inadequate
maintenance, cleaning or care.

Warranty is null and void if
furniture has been moved from
original points of delivery to
consumer.

Warranty information
Schedule 1

44 REVISED OCTOBER 2018 A DIVISION OF DESIGN WITHIN REACH | DWRCONTRACT.COM | 1.800.591.6965 Warranty
Coverage
All products sold by Design Within Reach, Inc., through its contract channel (“DWRC”) are warrantied to be free of defects in material and workmanship appearing within 3 years from the date of purchase, except as otherwise described below. All HAY products sold through the DWRC channel are warrantied to be free of defects in material and workmanship appearing within 2 years from the date of purchase. This warranty is extended only to the original purchaser from DWRC or its authorized reseller, for commercial or institutional use. During the warranty period, as its sole responsibility and as the purchaser’s sole remedy under this warranty, DWRC will provide one of the following remedies, chosen by DWRC in its sole discretion: (a) repair the defective products, (b) replace the defective products with comparable products or (c) refund the purchase price of the defective products.

Other Warranties

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

Exclusions
This warranty is not extended to purchasers for personal, family or household use, and it does not cover any of the following:
» Misuse, abuse or modification of the original product » Any product, part or component that has not been used according to applicable published manufacturer instructions (and installed and maintained by a DWRC-designated factory-trained technician or dealer installer) » Natural variations in wood grain or figure or presence of character marks » Changes in surface finishes, including colorfastness, due to aging or exposure to light » Marks, scars or wrinkles occurring naturally in leather » Veins, marks, voids, fissures or cracks found naturally in stone » Failure resulting from normal wear and tear
» Pilling of textiles
» Matching of colors, grains or textures of natural materials » Colorfastness or matching of colors of textiles or surface finishes, including an exact match to cuttings, samples or swatch cards
» Damage, marking or staining of veneer surfaces due to contact with rubber or similar compounds, sharp objects or writing instruments
» Changes in the decibel level of motors or mechanisms used in height-adjustable products » Damage or marking of materials or abrading of textiles over time caused by sharp or foreign objects » Discoloration of textiles and surface materials due to soiling, stains or dye transfer from clothing, including denim » Products that have been exposed to extreme environmental conditions or that have been improperly stored Limitation of Liability

DWRC WILL NOT BE SUBJECT TO ANY OBLIGATIONS OR LIABILITIES OTHER THAN THOSE SET FORTH IN THIS

DOCUMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE

AND STRICT LIABILITY), OR UNDER OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO ITS PRODUCTS,

OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND IN NO EVENT WILL DWRC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR CONTINGENT DAMAGES WHATSOEVER. Without limiting the generality of the foregoing, DWRC specifically disclaims any liability for penalties, special damages, damages for lost profits or revenues, downtime, lost good will, cost of capital, cost of substitute goods or services or any other types of economic loss. 45 46
2-year warren ty
Nine United Denmark A/S designs and manufactures furniture under the trademark H AY. All products are manufac tured in accordance with the highest standards and to mee t our high standards in quality and production and a 2-year warrenty is given.

The 2-year warrenty covers materials and/or workmanship on frame or upholster y. The guarantee is valid from the d ate on the original invoice.

The warrenty does not apply in the following situations:
/ if t he products has been stored or assembled wrongl y. / if the product has been abused or misused, altered or cleaned using wrong cleaning methods.
/ damage due to normal wear and tear, cuts or scratches, or dam age caused by impact or accidents.
/ if the product has been placed outdoors or in a humid environment. / in cases of consequential or incidental damage.

Nine United Denmark A/S is de dicated to the design and production of of durable furniture designed to last. We put great effort into choosing materials focusing on hard wearing qualities to help us secure the long life span of the product.

Nine United Denmark A/S reserves the right to alter or stop the production of selected items without prior notice.

The warrenty is valid from January 1, 2015.

Nine United Denmark A/S Havnen 1 8700 Horsens Denmark / www.hay.dk / +45 4282 0282 HAY
47 48
49 50

FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019
Reggie McKenzie
Industrial Materials Supplier M
Supply Source Options
LLC Supplier M
Ventura Manufacturing Supplier M
Gill Industries Supplier W
H&H Metal Source Inc Supplier W
Proos Manufacturing Supplier W
Soundtech Inc Supplier W
Nuvar Inc Supplier W
Total MBE Utilization 0 %
Total WBE Utilization 10 %
Total SBE Utilization 0 %
Total MWSBE Utilization 10 %
Representative (signed): ________________________________________________________ _______________ _____________________________
Date Representative Name
9/26/2019 Kavy Lenon
51 52
REQUIRED FORM 6

Provide the names and addresses of each certified installer/subcontractor by geographical area.

In North America, U.S. Territories and Outlying Areas, Herman Miller products are distributed through a network of over 110 Authorized and Certified Dealers, with almost 230 locations. They provide both products and services and are committed to meeting our quality standards. You can see a list of Herman Miller dealers in your area by visiting www.hermanmiller.com/dealers.

53 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019

REQUIRED FORM 10 – ENVIRONMENTAL PURCHASING RESPONSES
RFP # 269-2019-105

FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below regarding the products or supplies required to perform the Services.

Question Response
Recycled Content.

Products must contain a certain percentage
of recycled content. Please include the
amount of recycled content, both pre- and
post-consumer, included in your product.

Herman Miller’s Design for Environment protocol
focuses on maintaining our high standards while
incorporating increasingly more environmentally
sustainable materials into our new product designs.

Our goal is to maximize the amount of recycled
content and recyclability of a product at the end of
its useful life.

For more information on recycled content for
products, please refer to please refer to the
“Environmental Calculator” (ecomedes) on our
website: hermanmiller.ecomedes.com.

Recyclability.

Please include the types of materials
included in your product, and if they are
considered recyclable in typical municipal
recycling streams.

For recyclability percentages of specific products,
please refer to please refer to the “Environmental
Calculator” (ecomedes) on our website:
hermanmiller.ecomedes.com.

Biodegradability.

Products must be capable of decomposing
under natural conditions. Please state
whether each Product offered in your
proposal is biodegradable.

Our products are not biodegradable.

Compostability.

Products must be capable of composting at
a commercial composting facility. Please
state whether each product offered in your
proposal is compostable.

Not Applicable to our products.

For many years, we have reported to the EPA
WasteWise program with a focus on diverting
materials from a landfill----including composting.

Our most current 2019 reporting indicated 387.75
tons (775,504 pounds) of material composted. This
includes paper towels from bathrooms along with
utensils/plates/food waste from our on-site
cafeterias.

Energy Consumption.

Please include the total amount of energy
consumed for product or service
manufacture, use and disposal. Different
sources of energy are associated with
different environmental impacts.

We use processes that eliminate waste from our
facilities, borrow the water we need and manage it
well, reduce energy intensity, and use renewable
forms of energy.

In FY2017, Herman Miller consumed 96,600
Megawatt hours or $42.2 Megawatt hours/$ million
sales
54 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019

Energy Efficiency.

Products must meet or exceed the
Department of Energy (DOE) and
Environmental Protection Agency criteria
for use of the ENERGY STAR trademark
label; or is in the upper 25% of efficiency
for all similar products as designated by the
U.S. Department of Energy’s Federal
Energy Management Program.

Not Applicable to our products.

Water Efficiency.

Eligible products must meet or exceed the
Environmental Protection Agency’s
WaterSense program or be water-efficient
or low-flow fixtures.

Not Applicable to our products.

Low VOCs.

Products should contain low or no volatile
organic compounds (VOCs). Please
indicate any VOC content in each
applicable product offered in your
proposal.

For VOC content information of specific products,
please refer to please refer to the “Environmental
Calculator” (ecomedes) on our website:
hermanmiller.ecomedes.com.

Reduced Packaging.

Please include any efforts made to reduce
the packaging of the products included in
this proposal.

Larger scale domestic orders allow the use of
minimal packaging, such as bulk packaging and
blanket wrapping. Bulk packaging examples include
stretch wrapping up to 40 worksurfaces or screens to
a pallet, thus eliminating an individual box and
multiple pieces of protective foam for each product.

Another common bulk pack example includes
placing up to 48 pieces of cladding in a single box
with pallet truck access and a “zip-line” opening to
allow easy access at the point of delivery.

Blanket wrapping typically involves seating and
metal storage products. In this scenario we wrap
products in reusable blankets and ship them directly
from the plant to the installation site. The transit
company brings the blankets back to Herman Miller
for a closed-loop packaging reuse system. Bulk
packaging and blanket wrapping not only eliminate
the need for corrugated boxes, foams and plastics,
but typically increase unloading time by 25% or
more, with similar savings in disposal reduction and
transit efficiency.

Pollution Prevention.

Please state your company’s policy on
source reduction. The Pollution Prevention
Act defines source reduction to mean any
practice that: (1) Reduces the amount of
any hazardous substance, pollutant or
contaminant entering any waste stream or
Herman Miller Safety and Sustainability Policy
At Herman Miller, we approach safety and
sustainability two ways.

From the top down, we set goals for safety and
sustainability and make performance to these goals
part of our CEO’s scorecard.
55 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019

otherwise released into the environment
(including fugitive emissions) prior to
recycling, treatment or disposal, and (2)
Reduces the hazards to public health and
the environment associated with the release
of such substances, pollutants or
contaminants. The term includes:
equipment or technology modifications,
process or procedure modifications,
reformulation or redesign of products,
substitution of raw materials, and
improvements in housekeeping,
maintenance, training or inventory control.

From the bottom up, we empower people with a
passion for wellness and responsibility to lead by
example and through organized programs.

These approaches meet in the middle, always striving
to improve through commitments to:

Living, Working, and Being Safe
Promoting safety knowledge, well-being both at
work and at home, and the prevention of injuries
and ill health.

Being Resource Smart
Acting on the prevention of pollution, the
elimination of all forms of waste, and the efficient
use of all resources.

Being Eco Inspired
Advocating for better, more sustainable products
with safer material chemistry.

Being Community Driven
Sharing best practices with all stakeholders and
going beyond compliance with regulations and other
requirements.

Life Cycle Management.

Please state how many times your product
may be reused. (Since reusable products
generally require more upfront costs than
disposable products, they are often
subjected to a cost/benefit analysis in order
to determine the life cycle cost).

As part of our Design for the Environment process,
life cycle impacts are considered when making
material choices. Additionally, full life cycle
assessments (LCAs) have been conducted for major
product categories/product lines.

Herman Miller has been using LCAs since 2006 to
identify the potential environmental impacts of our
products. We perform life cycle analysis specifically
according to ISO documents 14040 and 14044 and
we conform to the most recent respective Product
Category Rules for Environmental Product
Declarations (EPDs). EPDs are now available for the
majority of our performance seating products.

End of Life Management.

Will the manufacturer or designee accept
the product back at the end-of-life? (who
pays for the transportation of the product
may be situation-specific).

The Herman Miller rePurpose program is an
industry-leading resource for managing surplus
corporate assets, including furniture, equipment, and
supplies. By employing a thoughtful combination of
resale, recycling, and donation on each project,
rePurpose ensures assets reach their best destination.

The rePurpose program is a single-source approach,
which saves time and money, eliminates liability,
and keeps 99 percent of product out of landfills. Fees
for rePurpose vary based on size and scope.

56 CONTRACT #: 2020000622
VENDOR #: 308726

EXHIBIT D – FEDERAL CONTRACT TERMS AND CONDITIONS
This Exhibit is attached and incorporated into the Furniture, Installation, and Related Products and Services (the “Contract") between the City of Charlotte and Herman Miller, Inc. (the “Company”). Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern.

1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing work under this Contract (at any tier) is included on the federally debarred bidder’s list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at any tier is included on the federally debarred bidder’s list, the Company shall notify the City immediately. The Company’s completed Form 8 – Vendor Debarment Certification is incorporated herein as Form D.1 below.

2. Record Retention. The Company certifies that it will comply with the record ret ention requirements detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted final expenditure reports or qua rterly or annual financial repo rts, as applicable, and all other pending matters are closed.

3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requ irements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered m aterials practicable, consistent with maintaining a satisfactory level of competition, where the purc hase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement progra m for procurement of recovered materials identified in the EPA guidelines.

4. Clean Air Act and Federal Water Pollution Control Act . The Company agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S. C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

5. Energy Efficiency. The Company certifies that the Company will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The Com pany certifies that:

6.1. No federal appropriated funds have been paid or will be paid, b y or on behalf of the Company, to any person for influencing or attempting to influence an off icer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an e m p l o y e e o f a M e m b e r o f Congress in connection with the awarding of any Federal contrac t, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement.
57 CONTRACT #: 2020000622
VENDOR #: 308726

6.2. If any funds other than federal appropriated funds have been pa id or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, t he Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New R estrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)].

6.3. The Company shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract s, subgrants, and contracts under grants, loans, and cooperative ag reements) and that all subrecipients shall certify and disclose accordingly.

6.4. The Company’s completed Form 9 –Byrd Anti-Lobbying Certification is incorporated herein as Form D.2 below.

7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess of $100,000 and involves the employment of mechanics or laborer s, the Company must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to compute t he wages of every mechanic and laborer on the basis of a standard work week of forty (40) hour s. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of f orty (40) hours in the work week. These requirements do not apply to the purchases of supplies or mater ials or articles ordinarily available on the open market, or purchases of transportation or transmission of intelligence.

8. Right to Inventions. If the federal award is a “f unding agreement” under 37 CFR 40 1.2 and the City wishes to enter into a contract with a small business firm or n onprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the City, Company, or any other party pertaining to any matter resulting from the Contract.

11. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). In its performance under the Contract, the Company shall comply with the Davis-Bacon Act (40 U.S.C. 3141-3 144, and 3146-3148) as supplemented by Department of La bor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, the Company is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Company is required to pay wages not less than once a week.

12. Copeland
“Anti-Kickback” Act (40 U.S.C. 3145) . In its performance under the Contract, the Company shall comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that the Company is prohibited from inducing, by any m eans, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
58 CONTRACT #: 2020000622
VENDOR #: 308726

13. Equal Employment Opportunity. In its performance under the Contract, the Company shall comp ly with the equal opportunity clause provided under 41 CFR 60-1.4( b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and impl ementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

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