Maywood City Council
April 24, 2024

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 90

CITY OF MOSIER OR

CITY OF NEWBERG OR

CITY OF OREGON CITY OR

CITY OF PILOT ROCK OR

CITY OF POWERS OR

RAINIER POLICE DEPARTMENT OR

CITY OF REEDSPORT OR

CITY OF RIDDLE OR

CITY OF SCAPPOOSE OR

CITY OF SEASIDE OR

CITY OF SILVERTON OR

CITY OF STAYTON OR
City of Troutdale OR

CITY OF TUALATIN, OREGON OR

CITY OF WARRENTON OR

CITY OF WEST LINN/PARKS OR

CITY OF WOODBURN OR

CITY OF TIGARD, OREGON OR

CITY OF AUMSVILLE OR

CITY OF PORT ORFORD OR

CITY OF EAGLE POINT OR

CITY OF WOOD VILLAGE OR
St. Helens, City of OR

CITY OF WINSTON OR

CITY OF COBURG OR

CITY OF NORTH PLAINS OR

CITY OF GERVAIS OR

CITY OF YACHATS OR

FLORENCE AREA CHAMBER OF

COMMERCE
OR

PORTLAND DEVELOPMENT

COMMISSION
OR

CITY OF CANNON BEACH OR OR
CITY OF ST. PAUL OR

CITY OF ADAIR VILLAGE OR

CITY OF WILSONVILLE OR

CITY OF HAPPY VALLEY OR

CITY OF SHADY COVE OR

CITY OF LAKESIDE OR

CITY OF MILLERSBURG OR

CITY OF GATES OR

KEIZER POLICE DEPARTMENT OR

CITY OF DUNDEE OR

CITY OF AURORA OR

THE CITY OF NEWPORT OR

CITY OF ALBANY OR

CITY OF ASHLAND OR

CITY OF LEBANON OR

CITY OF PORTLAND OR

CITY OF SALEM OR

CITY OF SPRINGFIELD OR

METRO OR

CITY OF BURNS OR

CITY OF COTTAGE GROVE OR

CITY OF DALLAS OR

CITY OF FALLS CITY OR

CITY OF PHOENIX OR

CITY OF PRAIRIE CITY OR

CITY OF REDMOND OR

CITY OF SHERWOOD OR
City of junction city OR
City of Florence OR
Columbia Gorge Community OR
City of Dayton OR
City of Carlton OR
City of Pendleton Convention Center OR
City of Monmouth OR
City of Philomath OR
City of Sheridan OR
Seaside Public Library OR
City of Yoncalla OR
La Grande Police Department OR
Cove City Hall OR

NW PORTLAND INDIAN HEALTH
BOARD
OR
Portland Patrol Services OR
City Of Bend OR
City Of Coquille OR
City Of Molalla OR

ROCKWOOD WATER PEOPLE'S

UTILITY DISTRICT
OR
City of St. Helens OR
City of North Powder OR
City of Eugene OR
Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 91
City of Cornelius, OR OR
Toledo Police Department OR
City of Independence OR
City of Cascade Locks OR
City of Columbia City OR
City of Baker City OR
McMinnville Water & Light OR
City of Pendleton Parks & Recreation OR

CITY OF HEPPNER OR

CITY OF SWEETHOME OR

CITY OF THE DALLES OR
CLACKAMAS FIRE DIST#1 OR

DESCHUTES PUBLIC LIBRARY OR

STAYTON FIRE DISTRICT OR
Lake County Chamber of Commerce
Inc
OR
City of Ontario OR
City of Corvallis Parks and
Recreation
OR
North Lincoln Fire & Rescue #1 OR
Gresham Police Department OR
City of Harrisburg OR
Gladstone Public Library OR
City of Portland Parks Bureau OR
City of Astoria Parks Dept. OR
Seaside Fire & Rescue OR
Florence Police Department OR
City Of North Bend OR
City of Union OR
City of Nehalem OR
City of Richland OR

CITY OF LINCOLN CITY OR
City of Donald OR
City of Milton-Freewater OR

CITY OF SCIO OR
City of Forest Grove OR
City Govrnment OR
City of Mt. Angel OR
Albany Police Department OR
Umatilla Electric Cooperative OR

WATER ENVIRONMENT

SERVICES
OR
Polk County Fire District No.1 OR
Clatsop Care Health District-Clatsop
Retirement Village
OR
Netarts-Oceanside RFPD OR

UIUC OR
Rogue River Fire District OR
Aurora Rural FIre District OR
Tillamook County Emergency
Communications District
OR
Southern Coos Hospital OR
Oregon Cascades West Council of
Governments
OR

MULTONAH COUNTY
DRAINAGE DISTRICT #1
OR

PORT OF BANDON OR

OR INT'L PORT OF COOS BAY OR

MID-COLUMBIA CENTER FOR
LIVING
OR

DESCHUTES COUNTY RFPD
NO.2
OR

YOUNGS RIVER LEWIS AND

CLARK WATER DISTRICT
OR

PACIFIC STATES MARINE

FISHERIES COMMISSION
OR

CENTRAL OREGON IRRIGATION

DISTRICT
OR

MARION COUNTY FIRE DISTRCT
#1
OR

COLUMBIA RIVER PUD OR
SANDY FIRE DISTRICT NO. 72 OR

BAY AREA HOSPITAL DISTRICT OR

NEAH KAH NIE WATER

DISTRICT
OR

PORT OF UMPQUA OR

EAST MULTNOMAH SOIL AND

WATER CONSERVANCY
OR
Benton Soil & Water Conservation
District
OR

DESCHUTES PUBLIC LIBRARY
SYSTEM
OR

CLEAN WATER SERVICES OR
North Douglas County Fire & EMS OR
Crooked River Ranch Rural Fire
Protection District
OR
Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 92

PARROTT CREEK CHILD & FAM OR
South Lane County Fire And Rescue OR
Lake Chinook Fire & Rescue OR
Clackamas County Water
Environment Services
OR
Amity Fire District OR

CENTRAL OREGON

COMMUNITY COLLEGE
OR

UMPQUA COMMUNITY

COLLEGE
OR

LANE COMMUNITY COLLEGE OR
MT. HOOD COMMUNITY

COLLEGE
OR

LINN-BENTON COMMUNITY

COLLEGE
OR

SOUTHWESTERN OREGON

COMMUNITY COLLEGE
OR

PORTLAND COMMUNITY

COLLEGE
OR

CHEMEKETA COMMUNITY

COLLEGE
OR

ROGUE COMMUNITY COLLEGE OR

COLUMBIA GORGE

COMMUNITY COLLEGE
OR

TILLAMOOK BAY COMMUNITY

COLLEGE
OR

KLAMATH COMMUNITY

COLLEGE DISTRICT
OR
Oregon Coast Community College OR
Clatsop Community College OR
North Portland Bible College OR

OREGON COMMUNITY

COLLEGE ASSOCIATION
OR
Umpqua Valley Public Defender OR
Teacher Standards and Pracitices
Commission
OR
Salem Keizer School District
Purchasing
OR
Kdrv Channel 12 OR
Opta Oregon Permit Technician OR
Oregon Forest Resources Institute OR
Office of the Ong Term Care
Ombudsman
OR
Oregon State Lottery OR

OREGON TOURISM

COMMISSION
OR

OREGON STATE POLICE OR

OFFICE OF THE STATE

TREASURER
OR
OREGON DEPT. OF EDUCATION OR
SEIU LOCAL 503, OPEU OR

OREGON DEPARTMENT OF

FORESTRY
OR

OREGON STATE DEPT OF

CORRECTIONS
OR

OREGON CHILD DEVELOPMENT

COALITION
OR

OFFICE OF MEDICAL

ASSISTANCE PROGRAMS
OR

OREGON OFFICE OF ENERGY OR

OREGON STATE BOARD OF

NURSING
OR

BOARD OF MEDICAL

EXAMINERS
OR

OREGON LOTTERY OR

OREGON BOARD OF

ARCHITECTS
OR

SANTIAM CANYON

COMMUNICATION CENTER
OR

OREGON DEPT OF

TRANSPORTATION
OR

OREGON TRAVEL

INFORMATION COUNCIL
OR

OREGON DEPARTMENT OF

EDUCATION
OR
OREGON DEPT. OF

CORRECTIONS
OR

DEPARTMENT OF

ADMINISTRATIVE SERVICES
OR
Oregon Board of Massage Therapists OR
Oregon Tradeswomen OR
Oregon Convention Center OR

OREGON SCHL BRDS ASSOCIAT OR
Central Oregon Home Health and Hos OR
Oregon Health Care Quality Cor OR

OREGON DEPARTMENT OF

HUMAN SERVICES
OR
Oregon Air National Guard OR
Training & Employment OR
Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 93
State of Oregon - Department of
Administrative Services
OR
Aging and People with Disabilities OR
Department of Administrative
Services
OR
Oregon State Treasury OR
Oregon State Fair Council OR
Oregon DEQ OR
Procurement Services/DAS OR

STATE OF OREGON OR

OREGON JUDICIAL

DEPARTMENT
OR
Oregon State Board of Architect
Examiners
OR
City of Astoria Fire Department OR
Columbia Gorge ESD OR
Nehalem Bay Wastewater OR
Association of Oregon Community
Mental Health Programs
OR
VA OR

US FISH AND WILDLIFE

SERVICE
OR
Bonneville Power Administration OR
Bureau Of Land Management OR
Oregon Army National Guard OR
USDA Forest Service OR
Yellowhawk Tribal Health Center OR

ANGELL JOB CORPS OR
Coquille Indian Housing Authority OR

COLLEGE HOUSING

NORTHWEST
OR

HOUSING AUTHORITY OF

CLACKAMAS COUNTY
OR

HOUSING AUTHORITY OF

PORTLAND
OR

WEST VALLEY HOUSING

AUTHORITY
OR

HOUSING AUTHORITY AND

COMMUNITY SERVICES
AGENCY
OR

NORTH BEND CITY- COOS/URRY

HOUSING AUTHORITY
OR

MARION COUNTY HOUSING

AUTHORITY
OR

HOUSING AUTHORITY OF THE

CITY OF SALEM
OR
Housing Authority of Yamhill County OR
The Housing Authority of the County
of Umatilla
OR
homeforward OR
Hawaii County
Honolulu County
Kauai County
Maui County
Kalawao County
Aiea
Anahola
Barbers Point N A S
Camp H M Smith
Captain Cook
Eleele
Ewa Beach
Fort Shafter
Haiku
Hakalau
Haleiwa
Hana
Hanalei
Hanamaulu
Hanapepe
Hauula
Hawaii National Park
Hawaiian Ocean View
Hawi
Hickam AFB
Hilo
Holualoa
Honaunau
Honokaa
Honolulu
Honomu
Hoolehua
Kaaawa
Kahuku
Kahului
Kailua
Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 94
Kailua Kona
Kalaheo
Kalaupapa
Kamuela
Kaneohe
Kapaa
Kapaau
Kapolei
Kaumakani
Kaunakakai
Kawela Bay
Keaau
Kealakekua
Kealia
Keauhou
Kekaha
Kihei
Kilauea
Koloa
Kualapuu
Kula
Kunia
Kurtistown
Lahaina
Laie
Lanai City
Laupahoehoe
Lawai
Lihue
M C B H Kaneohe Bay
Makawao
Makaweli
Maunaloa
Mililani
Mountain View
Naalehu
Ninole
Ocean View
Ookala
Paauhau
Paauilo
Pahala
Pahoa
Paia
Papaaloa
Papaikou
Pearl City
Pearl Harbor
Pepeekeo
Princeville
Pukalani
Puunene
Schofield Barracks
Tripler Army Medical Center
Volvano
Wahiawa
Waialua
Waianae
Waikoloa
Wailuku
Waimanalo
Waimea
Waipahu
Wake Island
Wheeler Army Airfield
Brigham Young University - Hawaii
Chaminade University of Honolulu
Hawaii Business College
Hawaii Pacific University
Hawaii Technology Institute
Heald College - Honolulu
Remington College - Honolulu
Campus
University of Phoenix - Hawaii
Campus
Hawaii Community College
Honolulu Community College
Kapiolani Community College
Kauai Community College
Leeward Community College
Maui Community College
University of Hawaii at Hilo
University of Hawaii at Manoa
Windward Community College
Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 95

FEMA STANDARD TERMS AND CONDITIONS ADDENDUM

FOR CONTRACTS AND GRANTS
If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”).

In addition, Contractor agrees to the following specific provisions:

1. Pursuant to 44 CFR 13.36(i)(1), City is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43.

2. Pursuant to 44 CFR 13.36(i)(2), City may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44.

3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws:
a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“DOL”) regulations (41 CFR Ch. 60); b. Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3);
c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5);
d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5); e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and
f. 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).

4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and

41. Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 96

5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents:
a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the City and be disposed of in accordance with City policy. The City, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries.

6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights:
a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes:
(1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support.

7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as City deems necessary, Contractor shall permit City, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions.

8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or City makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42.

Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 97

COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM
Purchases made under this contract may be partially or fully funded with federal grant funds.

Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.

Attachment C
1

Section 8
U.S. Communities Additional Provisions
RFP #269-2017-028 Playground Equipment 98

UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 99
EXHIBIT A – SAMPLE CITY CONTRACT
As used in this Section of the RFP, the term “Contract” shall refer to the agreement entered into between the City and the Company, and the term “Company” shall refer to the vendor that has been awarded a contract.

RECITALS
WHEREAS, the City issued a Request For Proposals (RFP # 269-2017-028) for Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services dated JANURARY 25, 2017. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and
WHEREAS, the City desires that the Company provide certain Playground & Fitness Equipment, Surfacing, Site Accessories and Related Products and Services (“Services”), and the Company desires to provide such Services; and
WHEREAS, the City and the Company have negotiated and agreed regarding the abovereferenced Services and desire to reduce the terms and conditions of their agreement to this written form.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows:

CONTRACT

1. EXHIBITS.

The Exhibits below are hereby incorporated into and made a part of this Contract. In interpreting this Contract and resolving any ambiguities, the main body of this Contract will take precedence over the Exhibits, and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Each reference to COMPANY NAME in the Exhibits and Appendices shall be deemed to mean the Company.

1.1. EXHIBIT A: Discount Schedule, Price Lists, And Incentives

1.2. EXHIBIT B: Installation Fees

1.3. EXHIBIT C: National Network Of Distributors And Installers

1.4. EXHIBIT D: Freight Rate Schedules

1.5. EXHIBIT E: Product Warranties

1.6. EXHIBIT F: Scope of Work

1.7. EXHIBIT G: U.S. Communities Administrative Agreement

2. DEFINITIONS.

This section may include, but not be limited to, terms defined in Section 1 of the RFP.

3. DESCRIPTION OF PRODUCTS AND SERVICES.

3.1. The Company shall be responsible for providing the Products and Services referenced in: (a) this Agreement, including in all Exhibits; (b) the Company’s proposal; (c) the RFP; (d) the Documentation; and (e) any functional and/or technical specifications which are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part the Products and Services. and incorporated herein by reference. Without limiting the foregoing, the Company’s proposal will only take precedence over the RFP to the extent the Company properly Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 100
took exception to the terms of the RFP in the manner required by the RFP.

4. COMPENSATION.

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

4.2. NO EXPENSES CHARGEABLE.

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

4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS.

The Company represents and warrants that the employees provided by the Company to perform the Services are actual employees of the Company, and that the Company shall be responsible for providing all salary and other applicable benefits to each Company employee. The Company further represents, warrants and covenants that it will pay all withholding tax, social security, Medicare, unemployment tax, worker’s compensation and other payments and deductions that are required by law for each Company employee. The Company agrees that the Company employees are not employees of the City.

4.4. INVOICES.

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

The Company shall email all invoices to [email protected] with Accounts Payable (or AP) in the subject line.

Invoices that are addressed directly to City departments and not to Accounts Payable may not be handled as quickly as invoices that are addressed correctly.

4.5. DUE DATE OF INVOICES.

Payment of invoices shall be due within thirty (30) days after receipt of an accurate, undisputed properly submitted invoice by the City.

4.6. PRE-CONTRACT COSTS.

The City shall not be charged for any Services or other work performed by the Company prior to the Effective Date of this Contract.

4.7. AUDIT.

During the term of this Contract and for a period of one (1) year after termination of this Contract, the City shall have the right to audit, either itself or through an independent auditor, all books and records and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of this Contract or the City’s payment obligations. The City shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company.

However, if non-compliance is found that would have cost the City in excess of Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 101
$10,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit.

5. TIME IS OF THE ESSENCE.

Time is of the essence in having the Company perform all Services and deliver all Deliverables within the time frames provided by this Contract and Exhibit B, including all completion dates, response times and resolution times (the “Completion Dates”). Except as specifically stated in this Contract, there shall be no extensions of the Completion Dates. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather than business days, unless this Contract provides otherwise for a specific situation.

6. NON-APPROPRIATION OF FUNDS.

If the Charlotte City Council does not appropriate the funding needed by the City to make payments under this Contract for any given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the fiscal year for which the funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract.

7. COMPANY PROJECT MANAGER.

The duties of the Company Project Manager include, but are not limited to:

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

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

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

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

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

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

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

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

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

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

8. CITY PROJECT MANAGER.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 102
The duties of the City Project Manager are to (1) ensure that the Company delivers all requirements and specifications in the Contract; (2) coordinate the City’s resource assignment as required to fulfill the City’s obligations pursuant to the Contract; (3) promptly respond to the Company Project Manager when consulted in writing or by E-mail with respect to project issues; and (4) act as the City’s point of contact for all aspects of the Services including contract administration and coordination of communication with the City’s staff. The City shall be allowed to change staffing for the City Project Manager position on one (1) business day’s notice to the Company.

9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES.

The Company shall identify and request in writing from the City in a timely manner: (i) all information reasonably required by the Company to perform each task comprising the Services, (ii) the City’s personnel whose presence or assistance reasonably may be required by the Company to perform each task comprising the Services, and (iii) any other equipment, facility or resource reasonably required by the Company to perform the Services.

Notwithstanding the foregoing, the Company shall not be entitled to request that the City provide information, personnel or facilities other than those that Exhibit B specifically requires the City to provide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City’s failure to provide any information, personnel, equipment, facilities or resources: (i) that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii) that the City is not required to provide pursuant to this Contract. In the event the City fails to provide any information, personnel, facility or resource that it is required to provide under this Section, the Company shall notify the City in writing immediately in accordance with the notice provision of this Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may otherwise have based on the City’s failure to provide such information, personnel, facility or resource.

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

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

11. BACKGROUND CHECKS.

Prior to starting work under this Contract, the Company is required to conduct a background check on each Company employee assigned to work under this Contract, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (a) 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 (b) a reference check.

After starting work under this Contract, the Company is required to perform a Background Check for each new Company employee assigned to work under this Contract during that year, and shall require its subcontractors (if any) to do the same for each of their employees.

If the Company undertakes a new project under this Contract, then prior to commencing performance of the project the Company shall perform a Background Check for each Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 103
Company employee assigned to work on the project, and shall require its subcontractors (if any) to do the same for each of their employees.

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

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

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

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

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

If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a “Rejection Notice”) shall be submitted to the Company by the City Project Manager that specifies the nature and scope of the deficiencies that the City wants corrected.

Upon receipt of a Rejection Notice, the Company shall: (a) act diligently and promptly to correct all deficiencies identified in the Rejection Notice, and (b) immediately upon completing such corrections give the City a written, dated certification that all deficiencies have been corrected (the “Certification”). In the event the Company fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within thirty- (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract for default without further obligation to the Company and without obligation to pay for the defective work.

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

13. NON-EXCLUSIVITY.

The Company acknowledges that it is one of several providers of Professional Services to the City and the City does not represent that it is obligated to contract with the Company for any particular project.

14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS.

Each party shall bear its own cost of negotiating this Contract and developing the exhibits.

The City shall not be charged for any Services or other work performed by the Company prior to the Effective Date.

15. REPRESENTATIONS AND WARRANTIES OF COMPANY.

15.1. GENERAL WARRANTIES.

15.1.1. The Services shall satisfy all requirements set forth in the Contract, including but not limited to the attached Exhibits;
Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 104

15.1.2. The Services provided by the Company under the Contract will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party;

15.1.3. The Company has taken and will continue to take sufficient precautions to ensure that it will not be prevented from performing all or part of its obligations under the Contract by virtue of interruptions in the computer systems used by the Company;

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

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

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

15.1.7. All information provided by the Company about each of their employees is accurate; and

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

15.2. ADDITIONAL WARRANTIES.

The Company further represents and warrants that:

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

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

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

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

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

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

16. OTHER OBLIGATIONS OF THE COMPANY.

16.1. WORK ON CITY’S PREMISES.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 105
The Company and all their employees will, whenever on the City's premises, obey all instructions and City policies that are provided to them with respect to performing Services on the City’s premises.

16.2. RESPECTFUL AND COURTEOUS BEHAVIOR.

The Company shall assure that its employees interact with City employees and with the public in a courteous, helpful and impartial manner. All employees of the Company in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior and language shall be the responsibility of the Company.

16.3. REPAIR OR REPLACEMENT OF DAMAGE EQUIPMENT OR FACILITIES.

In the event that the Company causes damage to the City’s equipment or facilities, the Company shall, at its own expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to the Company’s action.

16.4. REGENERATION OF LOST OR DAMAGED DATA.

With respect to any data that the Company or any Company employees have negligently lost or negligently damaged, the Company shall, at its own expense, promptly replace or regenerate such data from the City's machine-readable supporting material, or obtain, at the Company's own expense, a new machinereadable copy of lost or damaged data from the City’s data sources.

16.5. E-VERIFY.

Company shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well.

16.6. IRAN DIVESTMENT ACT.

Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58; (ii) it will not take any action causing it to appear on any such list during the term of this Contract; and (iii) it will not utilize any subcontractor that is identified on any such list to provide goods or Services hereunder.

17. REMEDIES.

17.1. RIGHT TO COVER.

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

17.2. RIGHT TO WITHHOLD PAYMENT.

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

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 106

17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF.

The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches the Contract.

17.4. SETOFF.

Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract.

17.5. OTHER REMEDIES.

Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy.

18. TERM AND TERMINATION OF CONTRACT.

18.1. TERM.

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

18.2. TERMINATION BY THE CITY.

The City may terminate the Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, Company shall submit a statement to the City showing in detail the Services performed under this Contract through the date of termination. The forgoing payment obligation is contingent upon: (i) the Company having fully complied with Section 18.8; and (ii) the Company having provided the City with written documentation reasonably adequate to verify the number of hours of Services rendered by each Company employee 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 the Contract upon the occurrence of one or more of the following events:
a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in the Contract, provided that, unless otherwise stated in the Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel the Contract contrary to the terms hereof; or
c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 107
petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties.

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

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

18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY.

By giving written notice to the Company, the City may also terminate the Contract upon the occurrence of one or more of the following events (which shall each constitute separate grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed):
a. Failure of the Company to complete a particular task by the completion date set forth in this Contract;
b. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, or any covenant, agreement, obligation, term or condition contained in this Contract; or
c. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of the Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by the Contract, or failure to provide the proof of insurance as required by the 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 the Contract, the Company agrees that it will not terminate the Contract or suspend or limit the Services or any warranties or repossess, disable or render unusable any software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise.

18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS.

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

18.7. AUTHORITY TO TERMINATE.

The following persons are authorized to terminate this Contract on behalf of the City:
(a) the City Manager, any Assistant City Manager, or any designee of the City Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 108
Manager; or (b) the Department Director of the City Department responsible for administering this Contract.

18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION.

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

18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS.

Any termination of this Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company.

18.10. OTHER REMEDIES.

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

19. TRANSITION SERVICES UPON TERMINATION.

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

20. CHANGES.

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

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 109
In the event either party desires a Change, the Project Manager for such party shall submit to the other party’s Project Manager a proposed Change Statement. If the receiving party does not accept the Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions.

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

21. CITY OWNERSHIP OF WORK PRODUCT.

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

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

21.3. The Company will treat as Confidential Information under the Confidentiality and Non-Disclosure Contract all data in connection with the Contract. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by the Contract.

22. RELATIONSHIP OF THE PARTIES.

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

23. INDEMNIFICATION.

To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 110
Services or any Products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (a) the term “Indemnitees” means the City and each of the City’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts).

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

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

24. SUBCONTRACTING.

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

25. CONFIDENTIAL INFORMATION.

25.1. CONFIDENTIAL INFORMATION.

Confidential Information includes any information, not generally known in the relevant trade or industry, obtained from the City or its vendors or licensors or which falls within any of the following general categories:

25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the City or any of its Companies, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new Products or Services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures.

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

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

25.1.4. Information contained in the City’s personnel files, as defined by N.C. Gen.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 111
Stat. 160A-168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law.

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

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

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

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

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

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

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

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

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

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

The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one year prior to the date of this Contract.

25.2. RESTRICTIONS.

The Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below:

25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information.

25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Information, and (ii) has executed a confidentiality agreement Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 112
incorporating substantially the form of this Section of the Contract and containing all protections set forth herein.

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

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

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

25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information.

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

25.3. EXCEPTIONS.

The parties agree that the Company shall have no obligation with respect to any Confidential Information which the Company can establish:

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

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

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

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

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

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

25.4. UNINTENTIONAL DISCLOSURE.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 113
Notwithstanding anything contained herein in to the contrary, in the event that the Company is unintentionally exposed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever.

25.5. REMEDIES.

The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein.

Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages.

26. INSURANCE.

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

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

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

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

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

26.2. OTHER INSURANCE REQUIREMENTS.

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

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 114

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

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

26.2.4. Should any or all of the required insurance coverage be self-funded/selfinsured, a copy of the Certificate of Self-Insurance or other documentation from the North Carolina Department of Insurance shall be furnished to the City.

26.2.5. If any part of the Services under this Contract is sublet, the subcontractor shall be required to meet all insurance requirements as listed above.

However, this will in no way relieve the Company from meeting all insurance requirements or otherwise being responsible for the subcontractor.

27. COMMERCIAL NON-DISCRIMINATION.

As a condition of entering into this Contract, the Company represents and warrants that it will
As a condition of entering into this agreement, the Company represents and warrants that it will fully comply with the City's Commercial Non-Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification of the Company from participating in City contracts or other sanctions.

As a condition of entering into this Contract, the Company agrees to: (a) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (b) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 115
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 NonDiscrimination 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 AND PRINCIPAL CONTACTS.

Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below:

For the Company: For the City:
_____________________ Karen Ewing
_____________________ City of Charlotte
_______________ ______ Procurement Management Division
_______________ ______ 600 East Fourth Street, CMGC 9th Floor _______________ ______ Charlotte, NC 28202-2850
PHONE: ______________ PHONE: 704-336-2992
FAX: ___________ ______ FAX: 704-632-8254
E-MAIL: ______________ [email protected]
With Copy To (Company): With Copy To (City):
_____________________ Cindy White
_____________________ City of Charlotte
_____________________ City Attorney’s Office
_____________________ 600 East Fourth Street
_____________________ CMGC 15th Floor
_____________________ Charlotte, NC 28202
PHONE: ______________ PHONE: (704)336-3012
EMAIL: ______________ [email protected]
Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice, which is sent by telefax or electronic mail, shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective.

29. MISCELLANEOUS.

29.1. ENTIRE AGREEMENT.

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

29.2. AMENDMENT.

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

29.3. GOVERNING LAW AND JURISDICTION.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 116
The parties acknowledge that this Contract is made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all the rights, obligations, duties and liabilities of the parties under this Contract, and that North Carolina law shall govern interpretation and enforcement of this Contract and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). The parties further agree that any and all legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By the execution of this Contract, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections, which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina.

29.4. BINDING NATURE AND ASSIGNMENT.

This Contract shall bind the parties and their successors and permitted assigns.

Neither party may assign any of the rights and obligations thereunder without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void.

29.5. CITY NOT LIABLE FOR DELAYS.

It is agreed that the City shall not be liable to the Company, its agents or representatives or any subcontractor for or on account of any stoppages or delay in the performance of any obligations of the City or any other party hereunder caused by injunction or other legal or equitable proceedings or on account of any other delay for any cause beyond the City’s reasonable control. The City shall not be liable under any circumstances for lost profits or any other consequential, special or indirect damages.

29.6. FORCE MAJEURE.

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

29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a “Force Majeure Event”) the Company shall be excused from any further performance of those of its obligations pursuant to this Contract affected by the Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) 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 Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 117
from performing its obligations for more than five (5) days, the City may terminate this Contract.

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

29.7. SEVERABILITY.

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

29.8. NO PUBLICITY.

No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner absent the written consent of the City.

29.9. APPROVALS.

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

29.10. WAIVER.

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

29.11. SURVIVAL OF PROVISIONS.

The following sections of this Contract shall survive the termination hereof:

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

29.12. CHANGE IN CONTROL.

In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company.

The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise.

Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 118

29.13. DRAFTER’S PROTECTION.

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

29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES.

The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services.

The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the Services.

29.15. CONFLICT OF INTEREST.

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

29.16. NO BRIBERY.

The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of the City in connection with the Contract.

29.17. HARASSMENT.

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

29.18. TRAVEL UPGRADES.

The City has no obligation to reimburse the Company for any travel or other expenses incurred in connection with this Contract unless this Contract specifically requires reimbursement. If this Contract requires reimbursement by the City: (a) the City will only pay coach/economy rate airline fares, and (b) the Company’s invoices shall include sufficient detail of travel expenses to demonstrate that fares were at coach/economy rates. Notwithstanding the forgoing, nothing in this provision shall preclude complimentary upgrades to first class or business class seating, mileage, points, or credits based upgrades, or upgrades paid for by the contractor so long as the City is not charged for or asked to reimburse the upgrade charge or the value of the miles, points, or credits used.

29.19. TAXES.

Except as specifically stated elsewhere in this Contract, the Company shall pay all applicable federal, state and local taxes which may be chargeable against the performance of the Services. The Company consents to and authorizes the City to collect any and all delinquent taxes and related interest, fines, or penalties of the Company by reducing any payment, whether monthly, quarterly, semi-annually, annually, or otherwise, made by the City to the Company pursuant to this Contract Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 119
for an amount equal to any and all taxes and related interest, fines, or penalties owed by the Company to the City. The Company hereby waives any requirements for notice under North Carolina law for each and every instance that the City collects delinquent taxes pursuant to this paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal of the assessment of the delinquent tax if such appeal is within the time prescribed by law.

29.20. UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Company agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards contained in Title 2 C.F. R. § 200 et seq.

29.21. COUNTERPARTS.

This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. [Signature Page Follows]
Attachment C
1

Exhibit A
Sample City Contract
RFP #269-2017-028 Playground Equipment 120
IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have caused this Contract to be executed on the date first written above.

COMPANY:

BY: ________________________________
PRINT NAME: __________________________
TITLE: ________________________________
DATE: ________________________________

CITY OF CHARLOTTE: CITY OF CHARLOTTE:

CITY MANAGER’S OFFICE RISK MANAGEMENT DIVISION
BY: ________________________________ BY: ________________________________ PRINT NAME: _________________________ PRINT NAME: _______________________ TITLE: _______________________________ TITLE:_____________________________ DATE: _______________________________ DATE:_____________________________ Attachment C
1

Finance Office - Procurement Management
Management and Financial Services/City of Charlotte 600 East Fourth Street Charlotte, NC 28202-2850 Phone: 704/336-2256 Fax: 704/336-2258
RFP#269-2017-028 – Addendum #1 1
Finance Office - Procurement Management
Addendum #1
Playground Equipment, Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services RFP #269-2017-028
To: All Prospective Service Providers
Date: February 10, 2017
Subject: Addendum #1 – RFP #269-2017-028
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
Please note the specification changes/modifications below for the RFP.

Item # Page # Section # Specification(s) Modification(s), Questions & Answers 1 27 4.13 Lead Time and Delivery
Modification:

Paragraph #3: The first sentence has been revised as
follows:

The Company will ensure that all items are delivered
fully fabricated by vendor and or its designated
subcontractor on site as may be designated by the
Participating Public Agency.

Second sentence of this paragraph remains the same.
2 30 4.19.5 Installation
Modification:

This section has been revised as follows:

Proposal responses must include a defined and verifiable installation fee program. If fees are based on geographic location, proposals must include a clearly defined and
verifiable installation fee chart for each applicable state, region, and/or location.
3 30-31 4.16 Price Adjustments
Modification:

This section has been revised as follows:

All proposed pricing shall remain firm through
December 31, 2017. Suppliers may request price
increases for consideration at least sixty (60) days prior to each calendar year during the term of the contract. All requests must be submitted in writing to the City of
Charlotte Procurement Management along with
documentation of bona fide materials and labor increases for the cost of Products. No adjustments shall be made to Attachment C
1

Finance Office - Procurement Management
Management and Financial Services/City of Charlotte 600 East Fourth Street Charlotte, NC 28202-2850 Phone: 704/336-2256 Fax: 704/336-2258
RFP#269-2017-028 – Addendum #1 2
Item # Page # Section # Specification(s) Modification(s), Questions & Answers compensate a Supplier for inefficiency in operation or
for additional profit. Price decreases shall be accepted at any time during the term of the contract.
4 39 Section 6
Form 4
Pricing Worksheet
Design #2
Modification:

Third bullet has been revised as follows:
• Two (2) Climbers
5 52-63 Section 7
U.S. Communities
Administrative
Agreement
Clarification:

All references to “Exhibit A” or “Exhibit B” refers to
“Attachment A” or “Attachment B” of the U.S.

Communities Administrative Agreement.
6 i
Checklist for
submitting a
Proposal
Environmental
Purchasing Responses
(Section 6, Form 9)
Modification:

Form 9 was been added and is included in this
Addendum #1 (see page 5). This form must be
completed and submitted with your Proposal
response.
7 46 Supplier
Information

3. Company Annual
Sales for 2014, 2015,
2016
Modification:

The Header Row for the annual sales table has been
revised as follows:

SUPPLIER ANNUAL SALES IN THE UNITED
STATE FOR 2014, 2015, AND 2016
7 99-120 Exhibit A Sample City of Charlotte
Contract
Modification:

Exhibit A–Sample City Contract has been revised and
replaced. New Sample Contract is included in this
Addendum #1 (see pages 6-25).

Please make sure to read the new sample contract and
include any exceptions in your proposal response per
Section 2.6.12 of the subject RFP document.
8 99-119 Exhibit A Sample City of Charlotte
Contract
Clarification:

Any reference to “Exhibit” refers to Exhibits that will be included in the final awarded City of Charlotte Contract. 9 27
&
29 4.11
&

4.19.1 Literature and Catalogs
&
Pricing
Company Question:

Is it okay to include a copy of the product catalog on a jump drive, or provide a link to our electronic catalog instead of providing a hard copy?
Answer:

Yes. Prefer the catalog on Jump Drive but will accept a link to electronic catalog as long as the appropriate
information for this solicitation is provided in the
electronic version.
10 16
&
51 2.6.2
&
Section 7
Trade Secrets and
Personal Identification
&
Financial Statements
Company Question:

Do we need to provide 12 copies of financial statements (one with each proposal copy) if it’s confidential
information?
Answer:

No, two (2) hard copies of any trade secret or
confidential information should be submitted in a
Attachment C
1

Finance Office - Procurement Management
Management and Financial Services/City of Charlotte 600 East Fourth Street Charlotte, NC 28202-2850 Phone: 704/336-2256 Fax: 704/336-2258
RFP#269-2017-028 – Addendum #1 3
Item # Page # Section # Specification(s) Modification(s), Questions & Answers separate sealed envelope, clearly marked per Section

2.6.2 of the subject RFP.
11 N/A N/A Question
Company Question:

How do we address redundant questions in the RFP?
Answer:

Please address the question completely in the first
section it appears. Then reference the previous section where you provided the information for all redundant
questions in different sections.
12 28-29 4.19 Pricing
Company Question:

Can we submit different fixed percentage discounts for
multiple subcategories or each Category listed?
Answer:

Yes. Please itemize subcategories and provide fixed
percentage discounts as appropriate for your company’s
pricing structure. EX: Under Category for Playground
Equipment, you may have different discounts for themed
equipment and stand along components.
13 40 Section 6
Form 4 Design 3
Company Question:

Is it okay to substitute alternate Outdoor Fitness
Equipment if it does the same thing as the brand/item
stated in the RFP? Example: We have something that
provides the same work14out as a Wobble Board, but it
isn’t called a Wobble Board.

Answer:

Yes, that will be acceptable as long as you identify it in the category of Outdoor Fitness Equipment.
14 34 Section 6
Form 2
Addenda Receipt
Confirmation
Supplier Question:

Should we acknowledge each addendum as it’s issued or
when we submit our proposal?
Answer:

Please acknowledge all addenda on Form4 of Section 6
and submit with your proposal response.
15 30 4.22 Prevailing Wages
Company Question:

We do not have a set price list for prevailing wages as it can vary project by project, but we would be applying
the same discount rate to the total install price for the job. Could you please describe further what would be
defined as an exception? Perhaps an example?
Answer:

We are asking the Suppliers to provide any exceptions
where they would not be able to comply with the
prevailing wage requirements of the state or location in their proposal response.

Attachment C
1

Finance Office - Procurement Management
Management and Financial Services/City of Charlotte 600 East Fourth Street Charlotte, NC 28202-2850 Phone: 704/336-2256 Fax: 704/336-2258
RFP#269-2017-028 – Addendum #1 4
In order to constitute a complete proposal response you must acknowledge receipt of this addendum with the Addenda Receipt Confirmation Form 2 in Section 6 of the subject RFP in your Proposal.

Any Company not acknowledging receipt of an issued addendum may not be considered.

In the event additional changes or clarifications to this RFP are warranted, all Service Providers are responsible for monitoring www.ips.state.nc.us or the City of Charlotte website at:
http://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspxfor additional addenda.

We appreciate your interest in doing business with the City of Charlotte and look forward to receiving a Proposal from your company.

Sincerely,
Karen Ewing
Deputy Chief Procurement Officer
cc: Alexis Turner, U.S. Communities
Evaluation Team
RFP File
Attachment C
1

Section 6
Required Forms
RFP#269-2017-028 – Addendum #1 5
REQUIRED FORM 9 – ENVIRONMENTAL PURCHASING RESPONSES
RFP # 269-2017-028
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, 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, pre- and postconsumer, included in your product.

Recyclability.

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

Biodegradability.

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

Post-Consumer Recycled Materials
Please include the types of materials
included in your products and if they
contain post-consumer recycled materials.

Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 6
Exhibit A – SAMPLE CITY CONTRACT
Final awarded Contract may differ slightly from this Sample.

As used in this Section of the RFP, the term “Contract” shall refer to the agreement entered into between the City and the Company, and the term “Company” shall refer to the vendor that has been awarded a contract.

RECITALS
WHEREAS, the City issued a Request For Proposals (RFP #269-2017-028) for Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services dated JANURARY 25, 2017. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and
WHEREAS, the Company submitted a Proposal in response to RFP #269-2017-028 on March 16, 2017. This Proposal, together with all attachments and separately sealed confidential trade secrets, is referred to herein as the “Proposal.”
WHEREAS, the City awarded this Contract on ___________, 2017 to Company to provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services dated to the City all in accordance with the terms and conditions set forth herein.

WHEREAS, the City of Charlotte, on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”), competitively solicited and awarded the Contract to the Company. The City has designated U.S. Communities as the administrative and marketing conduit for the distribution of the Contract to Participating Public Agencies.

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

Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows:

CONTRACT

1. EXHIBITS.

The Exhibits below are hereby incorporated into and made a part of this Contract. In interpreting this Contract and resolving any ambiguities, the main body of this Contract will take precedence over the Exhibits, and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Each reference to COMPANY NAME in the Exhibits and Appendices shall be deemed to mean the Company.

EXHIBIT A: Discount Schedule, Price Lists, and Incentives Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 7
EXHIBIT B: Installation Fees
EXHIBIT C: National Network Of Distributors And Installers EXHIBIT D: Freight Rate Schedules
EXHIBIT E: Product Warranties
EXHIBIT F: Scope of Work
EXHIBIT G: U.S. Communities Administrative Agreement

2. DEFINITIONS.

This section may include, but not be limited to, terms defined in Section 1 of the RFP.

3. TERM. The initial term of this Contract will be for five (5) years from the Effective Date with an option to renew for two (2) additional two-year terms. This Contract may be extended only by a written amendment to the contract signed by both parties.

4. AGREEMENT TO PROVIDE PRODUCTS AND SERVICES.

4.1 The Company shall provide the Products and Services in accordance with the terms and conditions set forth in this Contract and the attached Exhibits when ordered from time to time by the City. Except as set forth Exhibit A, the prices set forth in Exhibit A constitute all charges payable by the City for the Products and Services, and all labor, materials, equipment, transportation, facilities, storage, information technology, permits, and licenses necessary for the Company to provide the Products and Services. The Company shall perform any Services for the City on site at the City’s facilities in Charlotte, North Carolina, except as otherwise stated in this Contract or agreed in writing by the City.

4.2 Placement of Orders: All orders will be placed by personnel designated by the City on an as needed basis for the quantity required at the time during the term of the Contract.

5. OPTIONS AND ACCESSORIES: The City may in its discretion purchase from the Company options and accessories beyond what is called for in the Specifications, provided that such purchase does not create unfairness so as to defeat the purpose of the bid statutes, and provided the City is authorized by law to make such purchases without a formal bid process.

6. DOCUMENTATION: the company will provide for all products purchased under this contract written or electronic documentation that is complete and accurate, and sufficient to enable City employees with ordinary skills and experience to utilize such products for the purpose for which the City is acquiring them.

7. COMPENSATION. The City shall pay the company for the products and services delivered in compliance with the specifications at the prices set forth in Exhibit A. This amount constitutes the maximum fees and charges payable to the company in the aggregate under this contract and will not be increased except by a written amendment duly executed by both parties in compliance with the price adjustment provisions set forth in Exhibit c.

The company shall not be entitled to charge the City any prices, fees or other amounts that are not listed in Exhibit A.

8. PRICE ADJUSTMENT.

8.1 The price(s) stated in this Contract shall not increase for the entire five-year term of the Contract. The prices shall also not increase during the two (2), two-year renewal Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 8
option terms unless the City approves a price adjustment in writing in accordance with the following terms:

8.1.1 Price increases shall only be allowed when justified in the City’s sole discretion based on legitimate, bona fide increases in the cost of materials.

No adjustment shall be made to compensate the Company for inefficiency in operation, increase in labor costs, or for additional profit.

8.1.2 To obtain approval for a price increase, the Company shall submit a written request to the Procurement Management Division representative, at the address listed below, together with written documentation sufficient to demonstrate that the increase is necessary based on a legitimate increase in the cost of materials. The request must state and fully justify the proposed price increase per unit over the price originally proposed.

City of Charlotte
M&FS Finance Office / Procurement Management
600 East Fourth Street
Charlotte, NC 28202

8.1.3 No proposed price increase shall be valid unless accepted by the City in writing. The City may approve such price increase for the remaining term of the Contract or for a shorter specified period, in the City’s sole discretion. If the City rejects such price increase, the Company shall continue performance of the Contract.

8.1.4 If the City approves a price increase pursuant to this Section and the market factors justifying the increase shift so that the increase is no longer justified, the City shall have the right to terminate the price increase and revert back to the prices that were in effect immediately prior to the increase. The Company shall notify the City in writing if the market factors on which the City granted the increase change such that the City’s reasons for granting the increase longer apply.

8.2 If the Company's unit prices for any Products and/or Services should decrease, the Company shall provide the affected Products and/or Services at the lower discounted price. The Company will provide the City with prompt written notice of all decreases in unit prices.

8.3 If a Product becomes unavailable, or if a new Product becomes available, the Company promptly will send the City a proposed revised version of Exhibit A.

The City reserves the right to add or delete items to this Contract if particular items should become discontinued or an upgraded item becomes available to the industry market. Any new or replacement items added may be subject to bid statute requirements. The City may also delete radio and communication equipment items included in this Contract if items are no longer needed or no longer issued as part of radios and communication equipment. At no additional cost to the City, the Company may substitute any Product or Service to be provided by the Company, if the substitute meets or exceeds the Specifications, is compatible with the City’s operating environment and is of equivalent or better quality to the City. Any substitution will be reflected in a written signed change order.

9. BILLING. Each invoice sent by the Company shall include all reports, information and data required by this Contract (including the Exhibits) necessary to entitle the Company to Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 9
the requested payment. The Company shall send one (1) copy only of each invoice using one of the following options:

Option 1 – E-mail one copy of each invoice to [email protected] . Company shall not mail invoices that have been sent via e-mail.

Option 2 – Mail one copy of each invoice to:

City of Charlotte Accounts Payable
PO Box 37979
Charlotte, NC 28237-7979
Attn: (Insert Department)
The City is not tax exempt from sales tax. The Company shall include all applicable State and County sales taxes on the invoice and not combined with the cost of the goods.

Payment of invoices shall be due within thirty (30) days after the City has received all of the following: (a) an accurate, properly submitted invoice, (b) all reports due for the month covered by the invoice; and (c) any other information reasonably requested by the City to verify the charges contained in the invoice. Invoices must include state and local sales tax.

10. CONTRACT MONITORING: The City shall have the right to audit the Company’s compliance with the terms and conditions of the Contract at such times as the City deems appropriate. Unless the City elects to terminate the Contract, the Company shall develop a written action plan to correct any Contract deficiency identified during these compliance audits, and shall submit such plan to the City within thirty (30) days of notification of noncompliance.

11. REPORTING: The Company shall provide such written reports of purchasing and expenditures as may be requested by the City from time to time, including without limitation any reports described in the Specifications.

12. AUDIT: During the term of the Contract and for a period of three (3) years after termination or expiration of this Contract for any reason, the City shall have the right to audit, either itself or through a third party, all books and records (including but not limited to the technical records) and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of the Contract or the City’s payment obligations. The City shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $5,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit.

13. GENERAL WARRANTIES. Company represents and warrants that:

13.1 It is a corporation duly incorporated, validly existing and in good standing under the laws of the state of __________, and is qualified to do business in North Carolina;

13.2 It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract;

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

13.4 No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract;
Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 10

13.5 In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and

13.6 The Company shall not violate any agreement with any third party by entering into or performing this Contract.

14. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Company represents warrants and covenants that:

14.1 The Products and Services shall comply with all requirements set forth in this Contract, including but not limited to the attached Exhibits;

14.2 All work performed by the Company and/or its subcontractors pursuant to this Contract shall meet industry accepted standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge;

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

14.4 The Company and each of its subcontractors have complied and shall comply in all material respects with all applicable federal, state and local laws, regulations and guidelines relating to the performance of this Contract or to the products and services delivered hereunder, including but not limited to E-Verify, and shall obtain all applicable verifications, permits, and licenses.

15. COMPLIANCE WITH LAWS: All Products and Services delivered under this Contract shall be in compliance with all applicable federal, state and local laws, regulations and ordinances. In performing the Contract, the Company shall obtain and maintain all licenses and permits, and comply with all federal, state and local laws, regulations and ordinances.

16. DELIVERY TIME: When delivery time is requested in the RFP, (whether in the form of a specific delivery date or maximum number of days for delivery) time is of the essence.

The Company’s Proposal shall be deemed a binding commitment of the Company to meet the delivery time stated herein unless the Proposal specifically takes exception. If such delivery time is not met, the City shall be entitled to terminate the Contract immediately for default and/or exercise any other remedies available at law or in equity.

17. QUALITY. Unless this Contract specifically states otherwise for a particular item, all components used to manufacture or construct any supplies, materials or equipment or Products provided under this Contract shall be: (a) new; (b) the latest model; (c) of the best quality and highest grade workmanship; and (d) in compliance with all applicable federal, state and local laws, regulations and requirements. By “new”, the City means that the item has been recently produced and has not been previously sold or used.

Whenever this Contract states that a Product or Service shall be in accordance with laws, ordinances, building codes, underwriter’s codes, applicable A.S.T.M. regulations or similar expressions, the requirements of such laws, ordinances, etc., shall be construed to be minimum requirements that are in addition to any other requirements that may be stated in this Contract.

18. DESIGN AND/OR MANUFACTURER REQUIREMENT: All Products and Services shall meet the Specifications set forth in Section __ of the RFP.

19. INSPECTION AT COMPANY’S SITE: The City reserves the right to inspect the equipment, plant, store or other facilities of the Company during the Contract term from Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 11
time to time as the City deems necessary to confirm that such equipment, plant, store or other facilities conform with the Specifications and are adequate and suitable for proper and effective performance of the Contract. Such inspections shall be conducted during normal business hours and upon at least three (3) days’ notice to the Company (except that a store may be inspected at any time during regular store hours without notice).

20. PREPARATION FOR DELIVERY:

20.1 Condition and Packaging. All containers/packaging shall be suitable for handling, storage or shipment, without damage to the contents. The Company shall make shipments using the minimum number of containers consistent with the requirements of safe transit, available mode of transportation routing. The Company will be responsible for confirming that packing is sufficient to assure that all the materials arrive at the correct destination in an undamaged condition ready for their intended use.

20.2 Marking. All cartons shall be clearly identified with the City purchase order number and the name of the department making the purchase. Packing lists must be affixed to each carton identifying all contents included in the carton. If more than one carton is shipped, each carton must be numbered and must state the number of that carton in relation to the total number of cartons shipped (i.e. 1 of 4, 2 of 4, etc.).

20.3 Shipping. The Company shall follow all shipping instructions included in the RFP, the City’s purchase order or in the Contract.

21. ACCEPTANCE OF PRODUCTS/SERVICES: The Products delivered under this Contract shall remain the property of the Company until the City physically inspects, actually uses and accepts the Products. In the event Products provided to the City do not comply with the Contract, the City shall be entitled to terminate the Contract upon written notice to the Company and return such Products (and any related goods) to the Company at the Company’s expense. In the event the Services provided under this Contract do not comply with the Contract, the City reserves the right to cancel the Service and rescind any related purchase of products upon written notice to the Company. The remedies stated in this Section are in addition to and without limitation of any other remedies that the City may have under the Contract, at law or in equity.

22. GUARANTEE: Unless otherwise specified by the City, the Company unconditionally guarantees the materials and workmanship on all Products and Services. If, within the guarantee period any defects occur due to a faulty Product or Services (including without limitation a failure to comply with the Specifications), the Company at its expense, shall repair or adjust the condition, or replace the Product and/or Services to the complete satisfaction of the City. These repairs, replacements or adjustments shall be made only at such time as will be designated by the City to ensure the least impact to the operation of City business.

23. NO LIENS: All Products shall be delivered and shall remain free and clear of all liens and encumbrances.

24. MANUFACTURER OR DEALER ADVERTISEMENT: No manufacturer or dealer shall advertise on Products delivered to the City without prior approval by the City.

25. RIGHT TO COVER: If the Company fails to comply with any term or condition of the Contract or the Company’s response to the RFP, the City may take any of the following actions with or without terminating the Contract, and in addition to and without limiting any other remedies it may have:

Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 12
(A) Employ such means as it may deem advisable and appropriate to obtain the applicable Products and/or Services (or reasonable substitutes) from a third party; and
(B) Recover from the Company the difference between what the City paid for such Products and/or Services on the open market and the price of such Products and/or Services under the Contract or the Company’s response to the RFP.

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

27. OTHER REMEDIES: Upon breach of the Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy.

28. TERMINATION.

29.1 TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any time without cause by giving sixty (60) days written notice to the Company. The Company may terminate this Contract at any time without cause by giving one hundred and eighty (180) days written notice to the City.

29.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events:

29.2.1 The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (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

29.2.2 The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or

29.2.3 The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties.

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

29.3 ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY.

By giving written notice to the Company, the City may also terminate this Contract upon the occurrence of one or more of the following events (which shall each Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 13
constitute grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed):

29.3.1 The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, Company’s Proposal, or any covenant, agreement, obligation, term or condition contained in this Contract; or

29.3.2 The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract.

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

29.5 OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly (a) return to the City all computer programs, files, documentation, data, media, related material and any other recording devices, information, or compact discs that are owned by the City; (b) provide the City with sufficient data necessary to migrate to a new vendor, or allow the City or a new vendor access to the systems, software, infrastructure, or processes of the Company that are necessary to migrate to a new vendor; and (c) refund to the City all pre-paid sums for Products or Services that have been cancelled and will not be delivered.

29.6 NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the delivery of Products or Services or any warranties or repossess, disable or render unusable any Software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise.

29.7 AUTHORITY TO TERMINATE. The City Manager or their designee is authorized to terminate this Contract on behalf of the City.

29.8 TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Products, Services, functions and operations provided by the Company hereunder to another provider or to the City as determined by the City in its sole discretion. The transition services that the Company shall perform if requested by the City include but are not limited to:

29.8.1 Working with the City to jointly develop a mutually agreed upon transition services plan to facilitate the termination of the Services; and

29.8.2 Notifying all affected vendors and subcontractors of the Company of transition activities;

29.8.3 Performing the transition service plan activities; Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 14

29.8.4 Answering questions regarding the products and services on an as-needed basis; and

29.8.5 Providing such other reasonable services needed to effectuate an orderly transition to a new system.

29. NO DELAY DAMAGES: Under no circumstances shall the City be liable to the successful Company for any damages arising from delay, whether caused by the City or not.

30. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The City reserves the right to award multiple contracts for the Products and Services required by this Contract if the City deems multiple Contracts to be in the City’s best interest.

31. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day activities of the other; (ii) constitute such parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking; (iii) make either party an agent of the other for any purpose whatsoever, or (iv) give either party the authority to act for, bind, or otherwise create or assume any obligation on behalf of the other. Nothing herein shall be deemed to eliminate any fiduciary duty on the part of the Company to the City that may arise under law or under the terms of this Contract.

32. INDEMNIFICATION: To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred any of them as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Work or any Products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; or (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or wilful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from a violation of any federal, state or local law, regulation or ordinance by the Company or any its subcontractors (including without limitation E-Verify or other immigration laws); or (v) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (a) the term “Indemnitees” means the City and each of the City’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts) or any other legal theory or principle, in connection with an Infringement Claim.

33. INSURANCE. Throughout the term of the Contract, the Company shall comply with the insurance requirements described in this Section. In the event the Company fails to procure and maintain each type of insurance required by this Section, or in the event the Company fails to provide the City with the required certificates of insurance, the City shall be entitled to terminate the Contract immediately upon written notice to the Company.

Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 15
The Company agrees to purchase and maintain the following insurance coverage during the life of the Contract with an insurance company acceptable to the City of Charlotte, authorized to do business in the State of North Carolina:
(A) Automobile Liability: Bodily injury and property damage liability covering all owned, non-owned, and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident; and, $1,000,000 property damage, or $1,000,000 combined single limit each occurrence/aggregate. (B) Commercial General Liability: Bodily injury and property damage liability as shall protect the successful Company and any subcontractor performing work under the Contract from claims of bodily injury or property damage which arise from performance of the Contract, whether such work is performed by the Company, any subcontractor or anyone directly or indirectly employed by either.

The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, services, completed operations, personal injury liability and contractual liability assumed under the indemnity provision of the Contract. (C) Workers’ Compensation: Meeting the statutory requirements of the State of North Carolina and Employers Liability - $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit, providing coverage for employees and owners.

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

The Company and each of its subcontractors shall and does waive all rights of subrogation against the City and each of the Indemnitees, as defined in Section 5.1.

The Company shall not commence any work in connection with the Contract until it has obtained all of the types of insurance set forth in this Form, and such insurance has been approved by the City. The Company shall not allow any subcontractor to commence work on its subcontract until all similar insurance required of the subcontractor has been obtained and approved.

All insurance policies shall be with insurers qualified and doing business in North Carolina recognized by the Secretary of State and the Insurance Commissioner’s Office. The Company shall furnish the City with proof of insurance coverage by certificates of insurance accompanying the Contract.

Certificates of all required insurance shall contain the provision that the City will be given (30) days written notice of any intent to amend or terminate by either the insured or the insuring company. All insurance certificates must include the City of Charlotte’s contract number in the description field.

The City shall be exempt from, and in no way liable for any sums of money that may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance.

34. COMMERCIAL NON-DISCRIMINATION.

As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non-Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 16
discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions.

As a condition of entering into this Contract, the Company agrees to: (a) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (b) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy.

The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time The Company understands and agrees that violation of this Commercial NonDiscrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions.

35. COMPANY WILL NOT SELL OR DISCLOSE DATA. The Company will treat as confidential information all data provided by the City in connection with this agreement.

City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this agreement.

36. WORK ON CITY’S PREMISES. The Company will ensure that its employees and agents shall, whenever on the City’s premises, obey all instructions and directions issued by the City’s project manager with respect to work on the City’s premises. The Company agrees that its personnel and the personnel of its subcontractors will comply with all rules, regulations and security procedures of the City when on the City’s premises.

37. BACKGROUND CHECKS: The Company agrees that it has conducted or will conduct background checks on all personnel who will be working at the Charlotte service facility or delivering Products or Services under the Contract. The Company will conduct such background checks prior to the personnel commencing work hereunder, whether as part of the Company’s standard pre-employment screening practices or otherwise. The Company will complete a background check on an annual basis for each person working at the Charlotte facility. Background check will include at a minimum:

Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 17
a. Criminal records search,
b. Identification verification; and
c. Proof of authorization to work in the United States.

The Company agrees if any personnel do not meet the background qualifications, he/she shall not be assigned to perform services under this Contract. The Company will notify the City immediately if a background check reveals any conviction(s). If there is any question as to whether any personnel meets the background qualifications, prior to assignment of any Services under this Contract, the Company shall contact the City immediately.

38. DRUG-FREE WORKPLACE. The City is a drug-free workplace employer. The Company hereby certifies that it has or it will within thirty (30) days after execution of this Contract:

39.1 Notify employees that the unlawful manufacture, distribution, dispensation, possession, or use of controlled substance is prohibited in the workplace and specifying actions that will be taken for violations of such prohibition;

39.2 Establish a drug-free awareness program to inform employees about (i) the dangers of drug abuse in the workplace, (ii) the Company’s policy of maintaining a drug-free workplace, (iii) any available drug counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may be imposed upon employees for drug abuse violations;

39.3 Notify each employee that as a condition of employment, the employee will (i) abide by the terms of the prohibition outlines in (a) above, and (ii) notify the Company of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction;

39.4 Impose a sanction on, or requiring the satisfactory participation in a drug counseling, rehabilitation or abuse program by an employee convicted of a drug crime;

39.5 Make a good faith effort to continue to maintain a drug-free workplace for employees; and

39.6 Require any party to which it subcontracts any portion of the work under the contract to comply with the provisions of this Section.

A false certification or the failure to comply with the above drug-free workplace requirements during the performance of this Contract shall be ground for suspension, termination or debarment.

39. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier.

Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective.

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

Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 18
For The Company: For The City:

Procurement Management Division
600 East Fourth Street
Charlotte, NC 28202
Phone:

Fax:

E-mail:

With Copy To: With Copy To:

Cindy White
Senior Assistant City Attorney
600 East Fourth Street
Charlotte, NC 28202
Phone: 704-336-3012
Fax: 704-336-8854
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.

40. SUBCONTRACTING: The Company shall not subcontract any of its obligations under this Contract without the City’s prior written consent. In the event the City does consent in writing to a subcontracting arrangement, Company shall be the prime contractor and shall remain fully responsible for performance of all obligations which it is required to perform under this Contract. Any subcontract entered into by Company shall name the City as a third party beneficiary.

41. FORCE MAJEURE: Neither party shall be liable for any failure or delay in the performance of its obligations pursuant to the Contract, and such failure or delay shall not be deemed a default of the Contract or grounds for termination hereunder if all of the following conditions are satisfied:

If such failure or delay:

A. could not have been prevented by reasonable precaution; B. cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means; and C. if, and to the extent, such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions or court order.

An event that satisfies all of the conditions set forth above shall be referred to as a “Force Majeure Event.” Upon the occurrence of a Force Majeure Event, the affected party shall be excused from any further performance of those of its obligations which are affected by the Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) the affected party continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay.

Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the other by telephone (to be confirmed by written notice within five (5) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than fifteen (15) days, the City shall have the right to terminate the Contract by written notice to the Company.

Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 19
Notwithstanding anything contained herein to the contrary, strikes, slow-downs, walkouts, lockouts, and industrial disputes of the Company or its subcontractors shall not constitute “Force Majeure Events” and are not excused under this provision. Nothing in the preceding Force Majeure provisions shall relieve the successful Company of any obligation it may have regarding disaster recovery, whether under the Contract or at law. 42 CONFIDENTIALITY.

42.1 DEFINITIONS. As used in this Contract, The term “Confidential Information” shall mean any information, in any medium, whether written, oral or electronic, not generally known in the relevant trade or industry that is obtained from the City or any of its suppliers, contractors or licensors which falls within any of the following general categories:

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

42.3 Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.”

42.4 Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City.

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

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

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

42.8 Local tax records of the City that contains information about a taxpayer’s income or receipts.

42.9 Any attorney / client privileged information disclosed by either party.

42.10 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.

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

42.12 Building plans of City-owned buildings or structures, as well as any detailed security plans.

42.13 Billing information of customers compiled and maintained in connection with the City providing utility services
Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 20

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

Categories 42.1 through 42.13 above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (a) all provisions in this Contract applicable to Confidential Information shall apply to Highly Restricted Information; and (b) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information.

The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one year prior to the date of this Contract.

43. RESTRICTIONS. Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below:

43.1 Company shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information, except as authorized by the City in writing.

43.2 Company shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information to any third party, other than an agent, subcontractor or vendor of the City or Company having a need to know such Confidential Information for purpose of performing work contemplated by written agreements between the City and the Company, and who has executed a confidentiality agreement incorporating substantially the form of this the Contract. Company shall not directly or indirectly, disclose, divulge, reveal, report or transfer Highly Restricted to any third party without the City’s prior written consent.

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

43.4 Company shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information.

43.5 Company shall use reasonable efforts (including but not limited to seeking injunctive relief where reasonably necessary) to prohibit its employees, vendors, agents and subcontractors from using or disclosing the Confidential Information in a manner not permitted by this Contract.

43.6 In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information.

43.7 All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information, and unless otherwise agreed, all such materials shall be Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 21
returned to the City or destroyed upon satisfaction of the purpose of the disclosure of such information.

43.8 Company shall restrict employee access to the Confidential Information to those employees having a need to know for purposes of their jobs.

43.9 Company shall take reasonable measures to prevent the use or disclosure of Confidential Information by its employees in a manner not permitted by this Contract. The Company shall have each of its employees who will have access to the Confidential Information sign a confidentiality agreement which provides the City and its vendors, licensors, subcontractors, employees and taxpayers the same level of protection as provided by this Contract.

44. EXCEPTIONS. The City agrees that Company shall have no obligation with respect to any Confidential Information that the Company can establish:

44.1 Was already known to Company prior to being disclosed by the City;

44.2 Was or becomes publicly known through no wrongful act of Company;

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

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

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

44.6 Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take reasonable steps to obtain an agreement or protective order providing that this Contract will be applicable to all disclosures under the court order or subpoena.

45. MISCELLANEOUS

45.1 ENTIRE AGREEMENT. This Contract, including all Exhibits and Attachments constitute the entire agreement between the parties with respect to the subject matter herein. There are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral. Notwithstanding the forgoing, the parties agree that the RFP and the Proposals are relevant in resolving any ambiguities that may exist with respect to the language of this Contract

45.2 AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by the party against whom enforcement is sought. Amendments that involve or increase in the amounts payable by the City may require execution by a Department Director, the City Manager, or an Assistant City Manager; depending on the amount. Some increases may also require approval by City Council.

45.3 GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the interpretation and enforcement of this Contract, and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). All legal actions or other proceedings relating to this Contract shall be brought in a Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 22
state or federal court sitting in Mecklenburg County, North Carolina. By execution of this Contract, the parties submit to the jurisdiction of such courts and hereby irrevocably waive any and all objections which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina.

45.4 BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign this Contract without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. For purposes of this Section, a Change in Control, as defined in Section 42.8 constitutes an assignment.

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

45.6 NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner without the prior written consent of the City.

Notwithstanding the forgoing, the parties agree that the Company may list the City as a reference in responses to requests for proposals, and may identify the City as a customer in presentations to potential customers.

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

45.8 CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise.

45.9 NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of the City in connection with this Contract.

45.10 FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services.

The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 23
employment practices. Such laws will include, but shall not be limited to workers’ compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the work.

45.11 TAXES. The Company shall pay all applicable federal, state and local taxes which may be chargeable against the Products and/or Services.

45.12 SURVIVAL OF PROVISIONS: Those Sections of the Contract and the Exhibits, which by their nature would reasonably be expected to continue after the termination of the Contract shall survive the termination of the Contract, including but not limited to the following:

Section 3 “Term”
Section 4.3 “Employment Taxes and Employee Benefits”
Section 13 “General Warranties”
Section 14 “Additional Representations and Warranties”
Section 22 “Guarantee”
Section 28 “Other Remedies”
Section 29 “Termination”
Section 33 “Insurance”
Section 34 “Indemnification”
Section 39 “Notices”
Section 42 “Confidentiality”
Section 45 “Miscellaneous”

45.13 NON-APPROPRIATION OF FUNDS. If City Council does not appropriate the funding needed by the City to make payments under this Contract for a given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract.

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

45.15 IRAN DIVESTMENT ACT. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58; (ii) it will not take any action causing it to appear on any such list during the term of this Contract; and (iii) it will not utilize any subcontractor that is identified on any such list to provide goods or services hereunder.

45.16 PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.” Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 24

45.17 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Company agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards contained in Title 2 C.F. R. § 200 et seq.

45.18 COUNTERPARTS.

This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. [Signature Page Follows]
Attachment C
1

Exhibit A
Sample City Contract
RFP#269-2017-028 – Addendum #1 25
IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have caused this Contract to be executed on the date first written above.

COMPANY:

BY: ________________________________
PRINT NAME: __________________________
TITLE: ________________________________
DATE: ________________________________

CITY OF CHARLOTTE CITY OF CHARLOTTE
CITY MANAGER’S OFFICE: RISK MANAGEMENT DIVISION:

BY: ________________________________ BY: ________________________________

PRINT NAME: _________________________ PRINT NAME: _______________________ TITLE: _______________________________ TITLE:_____________________________ DATE: _______________________________ DATE:_____________________________ This instrument has been pre-audited in the manner required by Local Government Budget and Fiscal Control Act.

BY:__________________________________ __________________________

DEPUTY FINANCE OFFICER DATE
Note: All Exhibits listed in Section 1 of this Contract will be included in the final Contract and will follow this page of the Contract.

Attachment C
1

Finance Office - Procurement Management
Management and Financial Services/City of Charlotte 600 East Fourth Street Charlotte, NC 28202-2850 Phone: 704/336-2256 Fax: 704/336-2258
RFP#269-2017-028 – Addendum #1 1
Finance Office - Procurement Management
Addendum #2
Playground Equipment, Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services RFP #269-2017-028
To: All Prospective Service Providers
Date: February 16, 2017
Subject: Addendum #2 – RFP #269-2017-028
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
Please note the specification changes/modifications below for the RFP.

Item # Page # Section # Specification(s) Modification(s), Questions & Answers 1 36-40 Section 6
Form 4 Pricing Worksheet
Modification:

Form #4- Pricing Worksheet has been revised as
follows:

1. Design #2: The site dimension has been revised as
follows:

Site Dimensions: 50ft. x 65 ft.

2. Design #4 has been added. Please read carefully.

New Form #4 is included in this Addendum #2 and
Companies must be sure to submit this revised Form
#4 with your proposal response.
2 N/A N/A Pre-proposal Sign-in
Sheet A copy of attendee sign-in sheet from the Pre-proposal meeting held on February 7, 2017 is attached.

In order to constitute a complete proposal response you must acknowledge receipt of this addendum with the Addenda Receipt Confirmation Form 2 in Section 6 of the subject RFP in your Proposal.

Any Company not acknowledging receipt of an issued addendum may not be considered.

Attachment C
1

Finance Office - Procurement Management
Management and Financial Services/City of Charlotte 600 East Fourth Street Charlotte, NC 28202-2850 Phone: 704/336-2256 Fax: 704/336-2258
RFP#269-2017-028 – Addendum #1 2
In the event additional changes or clarifications to this RFP are warranted, all Service Providers are responsible for monitoring www.ips.state.nc.us or the City of Charlotte website at:
http://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspxfor additional addenda.

We appreciate your interest in doing business with the City of Charlotte and look forward to receiving a Proposal from your company.

Sincerely,
Karen Ewing
Deputy Chief Procurement Officer
cc: Alexis Turner, U.S. Communities
Evaluation Team
RFP File
Attachment C
1

Section 6
Required Forms
RFP #269-2017-028 Addendum #2 Revised 2/16/2017
Required Form 4 - Pricing worksheet
RFP # 269-2017-028
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Cost must be in United States dollars rounded to the nearest quarter of a dollar. If there are additional costs associated with the Services, please add to this chart.

Proposal must include electronic copies (on flash drive) of manufacturer’s listings, a published wholesale or retail price list, which is widely distributed to the marketplace, or other product literature which describes all the products being offered.

The price schedules must be a single percentage discount from published retail price list, or other verifiable published price list. Published price lists must be submitted annually and the same percentage of discount shall apply for the life of the contract. Pricing must be provided for every Product and Service included in your Proposal. Cost must be in United States dollars rounded to the nearest quarter of a dollar.

1. Please provide your verifiable price list(s):

CATEGORY VERIFIABLE PRICE LIST

NUMBER/DATE
Playground Equipment (i.e. themed systems, standalong activities, system components) Outdoor Fitness Equipment (i.e. challenge courses,
strength building, multigenerational fitness, precision timing systems)
Site Accessories (i.e. Benches, Picnic tables, Planters, Litter receptacles, Bike Racks)
Surfacing (i.e. Pour in Place Rubber, Wood fiber, etc.) Related Products (i.e. Shade Structures skate parks,
water parks)
Services (i.e. Installation, Design, Layout, Repair,
Maintenance, Removal, Disposal)

2. Please provide your percentage discount off retail price for all products included each of the following categories. Please use additional sheets and list all categories that you are offering for this contract.

CATEGORY PERCENTAGE (%)

DISCOUNT
Playground Equipment (i.e. themed systems, standalong activities, system components) Outdoor Fitness Equipment (i.e. challenge courses,
strength building, multigenerational fitness, precision timing systems)
Site Accessories (i.e. Benches, Picnic tables, Planters, Litter receptacles, Bike Racks)
Surfacing (i.e. Pour in Place Rubber, Wood fiber, etc.) Related Products (i.e. Shade Structures skate parks,
Attachment C
1

Section 6
Required Forms
RFP #269-2017-028 Addendum #2 Revised 2/16/2017
water parks)
Services (i.e. Installation, Design, Layout, Repair,
Maintenance, Removal, Disposal)

3. Company must provide the following for each of the three (s) sample playground designs (FOR EVALUATION AND PRICE COMPARISON ONLY):
1) 3 dimensional Drawings
2) Number of kids that can use the playground;
3) Total number of play components:
a. Number of ground level components
b. Number of accessible ground level components
c. Number of elevated components
d. Number of accessible elevated components
4) Play Structure Size
5) Deck Sizes
6) Itemized costs using proposed discounts and list prices to include all applicable costs, including, but not limited to:
a) Each Structure or component (i.e. playground, site Accessories, shade, receptacles, etc.)
b) Design Services
c) Surfacing
d) Installation
e) Any other products or services that is associated with this sample. 7) Diameter of Uprights
8) Color options
9) Minimum time needed from date of design to delivery of equipment 10) DO NOT include freight in sample Playground pricing.

DESIGN 1:

Site Dimensions: 50 ft. x 125 ft.

Budget: $225,000 (must include all design, equipment, and installation costs) Ages: Separate play area for 2 to 5 years old
Separate play area for 5-12 years old
Design: Bright, Colorful Playgrounds with Roofs
Playground will be serving a community with physical disabilities children. The Playgrounds design must include the minimum following components:

Inclusive play components that:
• Encourage development of sensory processing including proprioceptive and vestibular systems. • Encourage social interaction within the playground.
• Provide opportunities for spinning, sliding, rocking and swinging incorporated with heights, motions and body positions.
• Provide opportunities for climbing, crawling, bouncing and balancing. • Stimulate sensory experiences through tactile, auditory and visual components and events. • Provide multiple levels of challenge (easy, moderate, difficult of the same type of activity). • Are easy to transfer to and from a mobility device.

Attachment C
1

Section 6
Required Forms
RFP #269-2017-028 Addendum #2 Revised 2/16/2017
• Ensure a child in mobility device is in the middle of play. • Requires limited provision of ramps.
2-5 Year Old Structure:
• One (1) Early Childhood (tot) Swings with sides
• One (1) Slide - 4 ft. maximum height
• One (1) Climber
• One (1) Crawl Tunnel
• One (1) Sand Box
5-12 Year Old Structure:
• One (1) Double Slide – 6 ft. maximum height
• One (1) Spiral Slide
• One (1) Net Climber
• One (1) Rock Climber
• Two (2) Wheel chair accessible ramps
• One (1) Bridge
Surfacing:

Bonded rubber fall surface to include sub-base (granite screening) and geo fabric.

Site Accessories:
• Four (4) 8ft Heavy Duty Picnic Tables with steel frame • One (1) Sway Bench (12-gauge punched steel with 3.5” diameter posts. • Three (3) Trash Receptacles
• Two (2) Heavy Duty 6-foot Benches with back, and armrest. Placed with good sightlines for monitoring children.
_______________________________________________________________________________ DESIGN 2:

Site Dimensions: 50ft. x 65 ft.

Budget: $85,000 (must include all design, equipment, and installation costs) Ages: 5-12 years old
Design: Nature Themed with Neutral Colors
• One (1) Double Slide – 8 ft. maximum height
• One (1) Tube Slide
• Two (2) Climbers
• Four (4) Swings with a minimum of one (1) accessible swing. • One (1) Balance Beam
• One (1) Transfer Station
• One (1) Bridge
• One (1) Zip-line
Surfacing:

Minimum of 12 inches compacted wood safety surfacing.
____________________________________________________________________________ Attachment C
1

Section 6
Required Forms
RFP #269-2017-028 Addendum #2 Revised 2/16/2017
DESIGN 3:

Site Dimensions: 30 ft. x 45 ft.

Budget: $45,000 (must include all design, equipment, and installation costs) Ages: 13+ years old
Design: Adult Outdoor Fitness
Comprehensive fitness package that offers flexibility, balance, strength, and low-impact aerobic workout activities, and includes the minimum following elements:
• One (1) Wobble Board
• One (1) Captains Chair
• One (1) Chest Press
• One (1) Lat Pull Down and Leg Press
• One (1) Trapeze Rack
• One (1) Recumbent Cycle
• One (1) Heavy Duty Bicycle Rack
Surfacing:

No Surfacing required.
_____________________________________________________________________________ DESIGN 4:

Site Dimensions: Separate play area for 6-23 months old = 30 ft. x 40 ft.

Separate play area for 2 to 5 years old = 55 ft. x 70 ft.

Separate play area for 5-12 years old = 70 ft. x 120 ft.

Separate play area for 12-17 years old = 70 ft. x 40
Separate sport & fitness area for 13+- adults = 70 ft. x 75 ft.

Budget: $1,250,000.00 (must include all design, equipment, and installation costs) Ages: See ages included in Site Dimensions above.

Design: This is an open ended design to allow Companies to demonstrate creativity, and showcase a variety of catalog offerings.

This is a large scale recreational area to attract community support and visitors to provide recreational play and fitness for infants through senior citizens, and encourage teens and adults to be active, but should not include all sports related activities (i.e. basketball) in the 12-17 and 13+ year old areas.

Surfacing: Open ended to Company suggestions.

Site Accessories: Open ended to Company suggestions.

Attachment C
1

Attachment C
1

RFP #269-2017-028 Addendum #3 2/20/2017
Finance Office - Procurement Management
Addendum #3
Playground Equipment, Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services RFP #269-2017-028
To: All Prospective Service Providers
Date: February 20, 2017
Subject: Addendum #3 – RFP #269-2017-028
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
Please note the specification changes/modifications below for the RFP.

Item # Page # Section # Specification(s) Modification(s), Questions & Answers 1 38
Section 6
Form 4

3. Sample Playground
Designs
1) 3 dimensional
drawings
Clarification:

All 3D drawings of sample playground designs may be
submitted on larger paper sizes up to 32” x 44”
In order to constitute a complete proposal response you must acknowledge receipt of this addendum with the Addenda Receipt Confirmation Form 2 in Section 6 of the subject RFP in your Proposal.

Any Company not acknowledging receipt of an issued addendum may not be considered.

In the event additional changes or clarifications to this RFP are warranted, all Service Providers are responsible for monitoring www.ips.state.nc.us or the City of Charlotte website at:
http://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspxfor additional addenda.

We appreciate your interest in doing business with the City of Charlotte and look forward to receiving a Proposal from your company.

Sincerely,
Karen Ewing
Deputy Chief Procurement Officer
cc: Alexis Turner, U.S. Communities
Evaluation Team
RFP File
Attachment C
1

Inactive Date:
1/25/2017
3/16/2017
Yes
Solicitation Type: RFP
Active Date:

Estimated Value:

Public:

Organization: 100,000,000
Customer Ref #:

Contact:

Title:
34919
Playground Equipment and Related Products and Services
RFP #269-2017-0
Karen Ewing
Solicitation ID:

Seattle, City of
Vendor Details:

Total Vendors 0
Total Veteran Owned 0
Total Washington Small Business 0
Vendor Summary:

Company Name DBAName Status
Match
Code Main Contact Email Phone City

REPORT :: Solicitation Download Detail 1/25/2017 4:00 PM 1 Attachment C

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 1/9 Mayor Edward B. Murray
U.S. COMMUNITIES: Playground
Equipment, Outdoor Fitness
Equipment, Site Accessories,
Surfacing, and Related Products and
Services RFP #269-2017-028
January 26, 2017 by purchadmin
Click here to access Request for Proposal #269-
2017-028.pdf
REQUEST FOR PROPOSALS
RFP # 269­2017­028
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
JANURARY 25, 2017
Dear Sir or Madam:

The City of Charlotte, North Carolina (herein “City” or “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is now accepting Proposals for Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services. The requirements for submitting a Proposal are stated in the attached Request for Proposals (the “RFP”). Please review them carefully.

A Non­Mandatory Pre­Proposal Conference for the purpose of reviewing the RFP and answering questions regarding the Services will be held on FEBRUARY 7, 2017, at 10:00 a.m., at the Charlotte­Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Conference Room 280 or via teleconference at Search this websit
Visit our Website

CATEGORIES
Bids & Proposal

ARCHIVES
Select Month
Seattle.gov
The Buy Line Blog
City Purchasing
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 2/9 704­432­5488. Please bring a copy of the RFP with you at that time. All interested Companies should return a completed Request For Proposals Acknowledgement Form (see Section 6, Form 1) by the date stated in the schedule in Section 3.1 of this RFP.

An electronic copy of the RFP in Microsoft Word format may be obtained by contacting Karen Ewing at [email protected].

All Proposals are due to the Management and Financial Services, Procurement Management Division, 9th Floor, CMGC 600 East Fourth Street, Charlotte, North Carolina 28202, no later than MARCH 16, 2017 at 2:00 p.m.

Two (2) original Proposals signed in ink by a company official authorized to make a legal and binding offer, and ten (10) electronic copies of the Proposal on individual flash drives in a searchable format such as MS Word or Adobe Acrobat must be submitted in a sealed box or opaque envelope plainly marked with the Proposal number and service description as follows:

Request for Proposals
Attention: Karen Ewing
[Name of Company Submitting Proposal]
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products & Services
RFP # 269­2017­028
RFP questions must be directed to Karen Ewing, Management and Financial Services, Procurement Management Division, per the enclosed instructions in Section 3.3. The City is an equal opportunity purchaser.

Sincerely,
Kay Elmore
Chief Procurement Officer
cc: Alexis Turner, U.S. Communities
RFP Project File
Filed Under: Bids & Proposals, RFP #269­2017­028
Supply of Sodium Hypochlorite ITB
#SPU-3667
January 23, 2017 by purchadmin
Click here to access Invitation to Bid #SPUAttachment C 1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 3/9 Click here to access Invitation to Bid #SPU3667.doc
ITB Due Date & Time: 2/17/17 @ 2 PM Pacific
Addendum Q&A: N/A
Optional Pre­Bid Conference: 1/27/17 @ 2 PM Pacific at 700 5th Avenue, Suite 4112 Seattle, WA
City Buyer: Sal Munoz, 206­684­8605
Evaluation and Award Decisions
Status Update: N/A
Status & Award List: N/A
Executed Contract: N/A
Filed Under: Bids & Proposals, ITB #SPU­3667
Overhead Door Repair &
Maintenance ITB #CTY-3591
January 20, 2017 by DS
Click here to access Invitation to Bid #CTY3591.doc
ITB Due Date & Time: 2/13/2017 at 3:00 PM
Addendum Q&A: 1/24/2017
Optional Pre­Bid Conference: 1/26/2017 at 3:00 PM at 700 5th Avenue, Suite 4112 Seattle, WA
City Buyer: David Stubblefield, 206­684­0452
Evaluation and Award Decisions
Status Update: N/A
Status & Award List: N/A
Executed Contract: N/A
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 4/9 Filed Under: Bids & Proposals, ITB #CTY­3591
Difãcult/Limited Access Drilling
Services ITB #SPU-624R
January 12, 2017 by DS
Click here to access Invitation to Bid #SPU624R.doc
ITB Due Date & Time: 1/30/2017 at 3:00PM
Addendum Q&A: 1/25/2017
Optional Pre­Bid Conference: 1/18/2017 at 11:00AM at 700 5th Avenue, Suite 4112 Seattle, WA
City Buyer: David Stubblefield, 206­684­0452
Evaluation and Award Decisions
Status Update: N/A
Status & Award List: N/A
Executed Contract: N/A
Filed Under: Bids & Proposals, ITB #SPU­624R
CLOSED-Laboratory & Field Testing
of Soil and Construction Materials
ITB #CTY-2017
January 3, 2017 by SS
Click here to access Invitation to Bid #CTY2017.doc
ITB Due Date & Time: 1/18/2017 at 4:00pm
Addendum Q&A: 01/06/2017
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 5/9 Optional Pre­Bid Conference: 1/10/2017 at 4:00pm at 700 5th Avenue, Suite 4112 Seattle, WA
City Buyer: Sara Schutt, 206­684­684­0456
Evaluation and Award Decisions
Status Update: In Evaluation
Status & Award List: N/A
Executed Contract: N/A
Filed Under: Bids & Proposals, ITB #CTY­2017
U.S. COMMUNITIES: Tractors, Mowing
Equipment, Implements, and Parts &
Services RFP #17-6221
January 3, 2017 by purchadmin
Click here to access Request for Proposal
#170009.pdf
Advertisement for Request for Proposals
Cobb County will receive Sealed Proposals before 12:00 noon, January 26, 2017 in the Cobb County Purchasing Department
122 Waddell Street
Marietta, Georgia 30060
No bids will be accepted after the 12:00 noon deadline.

Sealed Bid # 17 – 6221
Request for Proposal
Tractors, Mowing Equipment, Implements, and Parts & Services Cobb County Purchasing Department
Pre­Proposal Meeting: January 12, 2017 @ 10:00 A.M.

Cobb County Purchasing Department
122 Waddell Street
Marietta, Georgia 30060
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 6/9 Proposals are opened at 2:00 p.m. in the Cobb County Purchasing Department, 122 Waddell Street, Marietta, Georgia 30060
No proposal may be withdrawn for a period of ninety (90) days after date of bid opening, unless  otherwise  specified  in  the  bid  documents.  Cobb  County  will  consider  the competency and responsibility of bidders in making the award. Cobb County reserves the right  to  reject  any  and  all  proposals,  to  waive  informalities  and  technicalities,  to  reject portions of the proposals, and to award contracts in a manner consistent with the County and the laws governing the State of Georgia.

The  Georgia  Security  and  Immigration  Compliance  Act  Affidavit  form  must  be submitted with all bid packages involving the “performance of physical services” in order to be considered.

This solicitation and any addenda are available for download in PDF format on the Cobb County Purchasing website. www.cobbcounty.org/purchasing.

Advertise: December 30, 2016
January 6, 13, 20, 2017
Filed Under: Bids & Proposals, RFP #17­6221
CLOSED-Steel Transmission Tower
Maintenance ITB #SCL-3652R (Rebid)
December 22, 2016 by purchadmin
Click here to access Invitation to Bid #SCL3652R (Re-bid).doc ITB Due Date & Time: 1/11/2017 at 2PM
Addendum Q&A: 01/09/2017
Optional Pre­Bid Conference: 12/29/2016 at 10AM located at 700 5  Avenue, Suite 4112, Room 4120, Seattle
Pre­Bid Conference Attendees List: 12/29/2016
City Buyer: David McLean, 206­684­0445
Evaluation and Award Decisions
th
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 7/9 Status Update: Intent to Award Issued
Bid Tabulation
Status & Award List: N/A
Executed Contract: N/A
Filed Under: Bids & Proposals, ITB #SCL­3652R (Re­bid)
Organic Processing Services RFP
#SPU-16-216-B
December 22, 2016 by purchadmin
Interested vendors are encouraged to review the RFP, background documents, and any RFP addenda online at https://www.ebidexchange.com/seattle. Note that you are required to complete a free registration to view, print or save documents posted on this website and to view contact information for other vendors who have downloaded documents from this website.

RFP Due Date & Time: January 23, 2017 at 3:00 PM
Addendum Q&A: refer to https://www.ebidexchange.com/seattle.

Optional Pre­Submittal Conference: Wednesday, January 4, 2017 in Conference Room SMT 4050/60 (40th Floor) of the Seattle Municipal Tower Building, 700 Fifth Avenue, Seattle, WA 98104, from 10:00 AM to 11:00 AM. Seattle Public Utilities will review the scope of work, vendor expectations, and answer questions from the prospective bidders.

City Contact: Kathy Peterson at 206­684­5084 or  mailto:[email protected].

Filed Under: Bids & Proposals, RFP #SPU­16­216­B
CLOSED-Milling Machine ITB #SCL1345
December 12, 2016 by purchadmin
Click here to access Invitation to Bid #SCL1345.docx
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 8/9 ITB Due Date & Time: 12/21/2016 at 3:00 P.M. Pacific Time Addendum Q&A: 12/20/2016
Pre­Bid Conference (Optional)
Pre­Bid Conference (Optional)
12/15/2016, 3:00 PM Pacific Time
Pre­Bid conference to be held at the City Purchasing
Office, 700 5  Avenue, Suite 4112, Seattle.If you are
not able to attend in­person, you can join the
conference by Skype or telephone:

Join Skype Meeting
This is an online meeting for Skype for Business, the
professional meetings and communications app
formerly known as Lync.

Join by Phone
206­386­1200 (US) English (United States)844­386­
1200 (US) English (United States)Conference ID:
574577
City Buyer: Marlon R. Franada, 206­684­4515
Evaluation and Award Decisions
Status Update: In Evaluation
Status & Award List: N/A
Executed Contract: N/A
Filed Under: Bids & Proposals, ITB #SCL­1345
Emergency/Disaster Shipping and
Loading/Unloading Services ITB
#FAS-3616
December 6, 2016 by DS
Click here to access Invitation to Bid #FAS3616.docx
ITB Due Date & Time: 12/29/2016 at 3:00PM
th
Attachment C
1

1/26/2017 Bids & Proposals
http://thebuyline.seattle.gov/category/bids­and­proposals/ 9/9 Addendum Q&A: 12/20/2016
Optional Pre­Bid Conference: 12/13/2016 at 3:00 PM at 700 5th Avenue, Suite 4112 Seattle, WA
City Buyer: David Stubblefield, 206­684­684­0452
Evaluation and Award Decisions
Status Update: N/A
Status & Award List: N/A
Executed Contract: N/A
Filed Under: Bids & Proposals, ITB #FAS­3616
1 2 3 Next Page »
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1/26/2017 MERX ­ 269­2017­028 ­ Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing https://www.merx4.merx.com/private/buyer/solicitations/373326851/preview 1/4 Loading...

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269­2017­028 ­ Playground Equipment, Outdoor
Fitness Equipment, Site Accessor... (Published)
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Basic Information
Estimated Contract Value (CAD)
100,000,000.00 (Not shown to suppliers)
Attachment C
1

1/26/2017 MERX ­ 269­2017­028 ­ Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing https://www.merx4.merx.com/private/buyer/solicitations/373326851/preview 2/4 Reference Number
0000048357
Issuing Organization
U.S. Communities
Solicitation Type
RFP ­ Request for Proposal
Solicitation Number
269­2017­028
Title
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing Source ID
PU.MU.USA.457357.C50448
Agreement Type
None
Details
Region
Canada, All of Canada, All of Canada
Purchase Type
Term: 2017/06/01 12:00:00 AM EDT ­ 2022/05/31 12:00:00 AM EDT Dates
Publication Date
2017/01/26 09:17:54 AM EST
Question Acceptance Deadline
2017/02/15 05:00:00 PM EST
Questions are submitted online
No
Closing Date
2017/03/16 02:00:00 PM EDT
Attachment C
1

1/26/2017 MERX ­ 269­2017­028 ­ Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing https://www.merx4.merx.com/private/buyer/solicitations/373326851/preview 3/4 Bid Intent
Required
Notify Solicitation Owner
No   (Not shown to suppliers in the abstract)
Bid Intent Deadline
2017/02/01 05:00:00 PM EST
Contact Information
Karen Ewing
7043362992
[email protected]
Description
The City of Charlotte (the “Lead Public Agency”), on behalf of the U.S. Communities Government Purchasing Alliance, the members of the advisory board and all local and state government agencies, higher education and nonprofit entities that elect to access the Master Agreement is soliciting proposals to enter into a Master Agreement for Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related...See more
Bid Submission Process
Bid Submission Type
Electronic Bid Submission
Pricing
Lump sum
Pricing
Lump sum
Bid Documents List
Item Name Description Mandatory
Bid Documents Documents defining the proposal Yes
<< Back to Solicitation List
269­2017­028 ­ Playground Equipment, Outdoor
Fitness Equipment, Site Accessor... (Published)
Attachment C
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1/26/2017 MERX ­ 269­2017­028 ­ Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing https://www.merx4.merx.com/private/buyer/solicitations/373326851/preview 4/4 Modifying this solicitation will cancel its scheduled publication. Once you have completed your modifications, you will have to re­publish the solicitation in order to reschedule its publication. Are you sure you want to modify this solicitation?
No Yes
© MERX ­ All rights reserved. No part of the information on this Web Site may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior permission of MERX and the Minister of the participating government department (if applicable). MERX, the Minister nor the Contracting Authority will assume responsibility or liability for the accuracy of the information contained in the publication.

Disclaimer Mediagrif Logo
Attachment C
1

The
New York State
Contract Reporter
This document printed
Thursday, 01/26/2017
NYS' official source of contracting opportunities
Bringing business and government together
Contracting Opportunity
* * * This ad has not been published. It has been reviewed and pending publication. * * * Title: Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
Agency: U.S. Communities
Contract Number: 269-2017-028
Contract Term: Five years with two (2)- two (2) year extensions avaialble Date of Issue: 01/27/2017
Due Date/Time: 03/16/2017 2:00 PM
County(ies): All NYS counties
Classification: Miscellaneous - Commodities
Opportunity Type: General
Entered By: Alexis Turner
Description: The City of Charlotte (the “Lead Public Agency”), on behalf of the U.S. Communities Government Purchasing Alliance, the members of the advisory board and all local and state government agencies, higher education and nonprofit entities that elect to access the Master Agreement is soliciting proposals to enter into a Master Agreement for Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services.  The resulting contract may be awarded to multiple suppliers.  The RFP is subject to the Lead Public Agency’s General Conditions & Instructions to Bidders.  Proposals are due no later than 2:00 PM local time on March 16th, 2017.  Additional information may be found at: http://charlottenc.gov/DoingBusiness/Pages/ ContractOpportunities.aspx. * These goods or services have been purchased from an out-of-state/foreign vendor within the past three years.
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Attachment C
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Contact Information
Technical Contact: City of Charlotte
Karen Ewing
600 East Fourth Street
Charlotte, NC 28202
United States
Ph: 704-336-2992
Primary contact: U.S. Communities
Operations
U.S. Communities
Alexis Turner
Solicitation Manager
2999 Oak Road, Suite 710
Walnut Creek, CA 94597
United States
Ph: 214-629-2056
[email protected]
Submit to contact: U.S. Communities
Operations
U.S. Communities
Alexis Turner
Solicitation Manager
2999 Oak Road, Suite 710
Walnut Creek, CA 94597
United States
Ph: 214-629-2056
[email protected]
2 of 3
Attachment C
1

Supporting document shown below:

The following supporting documents are available for download:

Document
title Description Type
RFP
Packet pdf
To download these documents, please visit the New York State Contract Reporter website: http://www.nyscr.ny.gov
© 2017, Empire State Development http://www.esd.ny.gov/ 3 of 3
Attachment C
1

View Map
Type: Bid
Playground Equipment, Outdoor Fitness Equipment,
Site Accessories, Surfacing, and Related Products
and Services
Project Name:

Print This
Agency: City of Charlotte/Mecklenburg County Send This
Location: Charlotte, NC 28202
Level Of Government: County
Submittal/Due Date: 3/16/2017 2:00 PM Due in 49 days
Pre-Bid Meeting Date: 2/7/2017 10:00 AM
Agency Bid #: 269-2017-028
Publication Date: 1/25/2017
Last Updated Date: 1/25/2017
Onvia Reference #: BID:34849525
Click here to jump to additional information to help you qualify this opportunity Specifications

REQUEST FOR PROPOSALS
RFP # 269-2017-028
Description:

Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services
JANUARY 25, 2017
Dear Sir or Madam:

The City of Charlotte, North Carolina (herein “City” or “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is now accepting Proposals for Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services. The requirements for submitting a Proposal are stated in the attached Request for Proposals (the “RFP”). Please review them carefully.

A Non-Mandatory Pre-Proposal Conference for the purpose of reviewing the RFP and answering questions regarding the Services will be held on FEBRUARY 7, 2017, at 10:00 a.m., at the Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Conference Room 280 or via teleconference at 704-432-5488. Please bring a copy of the RFP with you at that time. All interested Companies should return a completed Request For Proposals Acknowledgement Form (see Section 6, Form 1) by the date stated in the schedule in Section 3.1 of this RFP.

An electronic copy of the RFP in Microsoft Word format may be obtained by contacting Karen Ewing at [email protected].

All Proposals are due to the Management and Financial Services, Procurement Management Division, 9th Floor, CMGC 600 East Fourth Street, Charlotte, North Carolina 28202, no later than MARCH 16, 2017 at 2:00 p.m.

Two (2) original Proposals signed in ink by a company official authorized to make a legal and binding offer, and ten (10) electronic copies of the Proposal on individual flash drives in a searchable format such as MS Word or Adobe Acrobat must be submitted in a sealed box or opaque envelope plainly marked with the Proposal number and service description as follows:

Request for Proposals
Attention: Karen Ewing
[Name of Company Submitting Proposal]
Playground Equipment, Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products & Services
RFP # 269-2017-028
RFP questions must be directed to Karen Ewing, Management and Financial Services, Procurement Management Division, per the enclosed instructions in Section 3.3. The City is an equal opportunity purchaser.

Sincerely,
The Onvia Guide © 2013 Onvia, Inc. All rights are reserved. Unless you have a multiple site or multiple office license with Onvia, only you alone can use The Onvia Guide at a single location. Without the written consent of Onvia, you cannot modify, copy, display, reproduce, share, sell, publish, transfer, assign, or distribute The Onvia Guide or any portion thereof. For any questions regarding licenses to your other office locations, please contact Onvia Customer Service at (800) 574-1502 or [email protected]
1 Account Manager: SalesForce Administrator Stacy Hotes, Onvia [ Help & Support ] Attachment C
1

Kay Elmore
Chief Procurement OfficerONVlA
................................................................................................................................................................

Project Documents: 269-2017-028 RFP Playground E... Bid/Proposal Form ................................................................................................................................................................

Products and Services: Primary: Playground equipment, Exercise equipment Project Scope
Maximum Contract Value: $0.00
Agency Contact
Buyer: Karen Ewing
Buyer Email: [email protected]
Buyer Phone: p: (704) 336-2992
Agency: City of Charlotte/Mecklenburg County
Owner Address: 600 E 4Th St
Charlotte, North Carolina 28202
Owner Phone: p: (704) 336-2472
Owner Website: http://www.charmeck.org
The Onvia Guide © 2013 Onvia, Inc. All rights are reserved. Unless you have a multiple site or multiple office license with Onvia, only you alone can use The Onvia Guide at a single location. Without the written consent of Onvia, you cannot modify, copy, display, reproduce, share, sell, publish, transfer, assign, or distribute The Onvia Guide or any portion thereof. For any questions regarding licenses to your other office locations, please contact Onvia Customer Service at (800) 574-1502 or [email protected]
2 Account Manager: SalesForce Administrator Stacy Hotes, Onvia [ Help & Support ] Attachment C
1

Most Recent Awards: City of Charlotte/Mecklenburg County AWARD TITLE: PURCHASE OF COMMERCIAL... AWARD TITLE: CCPA - COMMERCIAL FITN... AWARD TITLE: PLAYGROUND EQUIPMENT S...

VENDOR: WELLNESS SOLUTIONS, INC. VENDOR: WELLNESS SOLUTIONS VENDOR: PLAYCORE WISCONSIN AWARD DATE: AWARD VALUE: AWARD DATE: AWARD VALUE: AWARD DATE: AWARD VALUE:
01/13/14 N/A 01/13/14 N/A 09/17/10 N/A
See more awards...

The Onvia Guide © 2013 Onvia, Inc. All rights are reserved. Unless you have a multiple site or multiple office license with Onvia, only you alone can use The Onvia Guide at a single location. Without the written consent of Onvia, you cannot modify, copy, display, reproduce, share, sell, publish, transfer, assign, or distribute The Onvia Guide or any portion thereof. For any questions regarding licenses to your other office locations, please contact Onvia Customer Service at (800) 574-1502 or [email protected]
3 Account Manager: SalesForce Administrator Stacy Hotes, Onvia [ Help & Support ] Attachment C
1

5/15/2017 Solicitations | U.S. Communities
http://www.uscommunities.org/solicitations/ 1/2
Current Solicitation
Home > Solicitations
Poting Information: Date Poted:

U.S. Communitie: Current Solitication March 27th, 2017 – Ma 2nd, 2017 Onvia/DemandStar March 27th, 2017 – Ma 2nd, 2017
Freno Unified School Ditrict March 27th, 2017 – Ma 2nd, 2017 Canadian MRX Pulic Tender March 27th, 2017 – Ma 2nd, 2017 State of Hawaii, Louiiana and Oregon March 27th, 2017 – Ma 2nd, 2017 Oregon Aociation of Countie March 27th, 2017 – Ma 2nd, 2017 Cleaning Supplie, quipment and Cutodial Related Product, Service and Solution
Lead Agenc:

Freno Unified School Ditrict, CA
Repone due: Ma 2, 2017
Poting
RFP Document:

RFP 17-21
RFP 17-21 Addendum 1
RFP 17-21 Addendum 2
Poting Information: Date Poted:

U.S. Communitie: Current Solitication Jan 25th, 2017 – Mar 16th, 2017 Onvia/DemandStar Jan 25th, 2017 – Mar 16th, 2017
Cit of Charlotte, NC Jan 25th, 2017 – Mar 16th, 2017
Canadian MRX Pulic Tender Jan 25th, 2017 – Mar 16th, 2017 State of Hawaii and Oregon Jan 25th, 2017 – Mar 16th, 2017 Oregon Aociation of Countie Jan 25th, 2017 – Mar 16th, 2017 Plaground quipment, Outdoor Fitne quipment, Site
Acceorie, Surfacing, and Related Product and Service Lead Agenc:

Cit of Charlotte, NC
Pre-Propoal Meeting: Feruar 7, 2017
Repone due: March 16, 2017
Poting
RFP Document:

RFP 269-2017-028
RFP 269-2017-028 Addendum 1
RFP 269-2017-028 Addendum 2
RFP 269-2017-028 Addendum 3
Tractor, Mowing quipment, Implement, and Part and
Service RFP Document:

RFP 176221
Lited elow are poting detail and document for competitive olicitation currentl in progre. Reulting contract will e made availale through the U.S. Communitie cooperative purchaing program.

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Attachment C
1

5/15/2017 Solicitations | U.S. Communities
http://www.uscommunities.org/solicitations/ 2/2
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U.S. COMMUNITIS | NATIONAL COOPRATIV PURCHASING PROGRAM CONTACT US COM A SUPPLIR AOUT US LGAL PRIVACY MICPA © 2017  U.S. Communities | All Rights Reserved.

Poting Information: Date Poted:

U.S. Communitie: Current Solitication Dec 30th, 2016 – Jan 26th, 2017 Onvia/DemandStar Dec 30th, 2016 – Jan 26th, 2017
Co Count, GA Dec 30th, 2016 – Jan 26th, 2017
Canadian MRX Pulic Tender Dec 30th, 2016 – Jan 26th, 2017 State of Hawaii and Oregon Dec 30th, 2016 – Jan 26th, 2017 Oregon Aociation of Countie Dec 30th, 2016 – Jan 26th, 2017 Lead Agenc:

Co Count, GA
Pre-Propoal Meeting: Januar 12, 2017
Repone due: Januar 26, 2017
Poting
RFP 176221 Addendum 1
Attachment C
1

Contract No. 2017001134
Vendor No. 121531
1 STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

CONTRACT TO PROVIDE

PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES,

SURFACING, AND RELATED PRODUCTS AND SERVICES
This Contract (the “Contract”) is entered into as of this 1st day of July 2017 (the “Effective Date”), by and between Playcore Wisconsin, Inc. d/b/a GameTime, a corporation doing business in North Carolina (the “Company”), and the City of Charlotte, a North Carolina municipal corporation (the "City").

RECITALS
WHEREAS, the City issued a Request For Proposals (RFP #269-2017-028) for Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services dated January 25, 2017. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and
WHEREAS, the Company submitted a Proposal in response to RFP #269-2017-028 on March 16, 2017. This Proposal, together with all attachments and separately sealed confidential trade secrets, is referred to herein as the “Proposal” and is incorporated into this Contract by reference.

WHEREAS, the City awarded this Contract on May 8, 2017 to Company to provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services to the City all in accordance with the terms and conditions set forth herein.

WHEREAS, the City of Charlotte, on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”), competitively solicited and awarded the Contract to the Company. The City has designated U.S. Communities as the administrative and marketing conduit for the distribution of the Contract to Participating Public Agencies.

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

Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows:

Contract No. 2017001134
Vendor No. 121531
2 CONTRACT

1. EXHIBITS.

The Exhibits below are hereby incorporated into and made a part of this Contract. In interpreting this Contract and resolving any ambiguities, the main body of this Contract will take precedence over the Exhibits, and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Each reference to GameTime in the Exhibits and Appendices shall be deemed to mean the Company.

EXHIBIT A: Discount Schedule, Price Lists, and Incentives EXHIBIT B: Installation Fees
EXHIBIT C: National Network of Distributors and Installers EXHIBIT D: Freight Rate Schedules
EXHIBIT E: Product Warranties
EXHIBIT F: Scope of Work
EXHIBIT G: U.S. Communities Administrative Agreement

2. DEFINITIONS.

As used in this Contract, the following terms shall have the meanings set forth below:

Acceptance: Refers to receipt and approval by the City of a Deliverable or Service in accordance with the acceptance process and criteria in this Contract.

Affiliates: Refers to all departments or units of the City and all other governmental units, boards, committees or municipalities for which the City processes data or performs Services.

Biodegradable: Refers to the ability of an item to be decomposed by bacteria or other living organisms.

Charlotte Business Refers to the Charlotte Business Inclusion office of the City Inclusion (CBI): of Charlotte.

Charlotte Combined Refers to the Charlotte-Gastonia-Salisbury Combined Statistical Area (CSA): Statistical Area consisting of; (a) the North Carolina counties of Anson, Cabarrus, Cleveland, Gaston, Iredell, Lincoln,
Mecklenburg, Rowan, Stanly, and Union; and (b) the South Carolina counties of Chester, Lancaster, and York; a criteria used by Charlotte Business INClusion to determine eligibility to participate in the program.

City: Refers to the City of Charlotte, North Carolina.

Company: Refers to a company that has been selected by the City to provide the Products and Services of this Contract.

Company Project Refers to a specified Company employee representing the Manager: best interests of the Company for this Contract.

Contract: Refers to a written agreement executed by the City and Company for all or part of the Services.

Contract No. 2017001134
Vendor No. 121531
3 Deliverables: Refers to all tasks, reports, information, designs, plans, and other items that the Company is required to deliver to the City in connection with the Contract.

Documentation: Refers to all written, electronic, or recorded works that describe the use, functions, features, or purpose of the Deliverables or Services or any component thereof, and which are provided to the City by the Company or its subcontractors, including without limitation all end user manuals, training manuals, guides, program listings, data models, flow charts, and logic diagrams.

Environmentally Refers to Products that have a lesser or reduced effect on Preferable Products: human health and the environment when compared with competing Products that serves the same purpose. This
comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product.

Lead Public Agency: Refers to the City of Charlotte, North Carolina.

Master Agreement: Refers to the Agreement that is made available by the Lead Public Agency after the successful completion of the competitive solicitation and selection process, wherein Participating Public Agencies may utilize the agreement to purchase Products and Services.

Minority Business
Enterprise/MBE: Refers to a business enterprise that: (a) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (b) is at least fifty-one percent (51%) owned by one or more persons who are members of one of the following groups: African American or Black, Hispanic, Asian, Native American or American Indian; and (c) is headquartered in the Charlotte Combined Statistical Area.

MWSBE: Refers to SBEs, MBEs and WBEs, collectively.

Participating Public
Agency: Refers to all states, local governments, school districts, and higher education institutions in the United States of American, and other governmental agencies and nonprofit organizations that elect to purchase Products and Services under the Master Agreement.

Products: Refers to all Products that the Company agrees to provide to the City as part this Contract.

Services: Refers to the Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services as requested in this RFP.

Contract No. 2017001134
Vendor No. 121531
4 Specifications and Refers to all definitions, descriptions, requirements, criteria, Requirements: warranties, and performance standards relating to the Deliverables and Services that are set forth or referenced in: (i) this RFP, including any addenda; (ii) the Documentation; and (iii) any functional and/or technical specifications that are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part of the Deliverables or Services.

3. TERM. The initial term of this Contract will be for five (5) years from the Effective Date with an option to renew for two (2) additional two-year terms. This Contract may be extended only by a written amendment to the contract signed by both parties.

4. AGREEMENT TO PROVIDE PRODUCTS AND SERVICES.

4.1 The Company shall provide the Products and Services in accordance with the terms and conditions set forth in this Contract and the attached Exhibits when ordered from time to time by the City. Except as set forth Exhibit A, the prices set forth in Exhibit A constitute all charges payable by the City for the Products and Services, and all labor, materials, equipment, transportation, facilities, storage, information technology, permits, and licenses necessary for the Company to provide the Products and Services. The Company shall perform any Services for the City on site at the City’s facilities in Charlotte, North Carolina, except as otherwise stated in this Contract or agreed in writing by the City.

4.2 Placement of Orders: All orders will be placed by personnel designated by the City on an as needed basis for the quantity required at the time during the term of the Contract.

5. OPTIONAL PRODUCTS AND SERVICES: The City may in its discretion purchase from the Company optional Products and Services beyond what is called for in the Specifications, provided that such purchase does not create unfairness so as to defeat the purpose of the bid statutes, and provided the City is authorized by law to make such purchases without a formal bid process.

6. DOCUMENTATION: the Company will provide for all products purchased under this contract written or electronic documentation that is complete and accurate, and sufficient to enable City employees with ordinary skills and experience to utilize such products for the purpose for which the City is acquiring them.

7. COMPENSATION. The City shall pay the company for the products and services delivered in compliance with the specifications at the prices set forth in Exhibit A. This amount constitutes the maximum fees and charges payable to the company in the aggregate under this contract and will not be increased except by a written amendment duly executed by both parties in compliance with the price adjustment provisions set forth in Exhibit c.

The company shall not be entitled to charge the City any prices, fees or other amounts that are not listed in Exhibit A.

8. PRICE ADJUSTMENT.

Contract No. 2017001134
Vendor No. 121531
5 8.1 The price(s) stated in this Contract shall remain firm through December 31, 2017.

Company may request price increases in writing, in accordance with the following terms:

8.1.1 Price increases shall only be allowed when justified in the City’s sole discretion based on legitimate, bona fide increases in the cost of materials.

No adjustment shall be made to compensate the Company for inefficiency in operation, increase in labor costs, or for additional profit.

8.1.2 To obtain approval for a price increase, the Company shall submit a written request at least sixty (60) days prior to each calendar year during the term of the contract. All requests must be submitted to the Procurement Management Division representative, at the address listed below, together with written documentation sufficient to demonstrate that the increase is necessary based on a legitimate increase in the cost of materials. The request must state and fully justify the proposed price increase per unit over the price originally proposed.

City of Charlotte
M&FS Finance Office / Procurement Management
600 East Fourth Street
Charlotte, NC 28202

8.1.3 No proposed price increase shall be valid unless accepted by the City in writing. The City may approve such price increase for the remaining term of the Contract or for a shorter specified period, in the City’s sole discretion. If the City rejects such price increase, the Company shall continue performance of the Contract.

8.1.4 If the City approves a price increase pursuant to this Section and the market factors justifying the increase shift so that the increase is no longer justified, the City shall have the right to terminate the price increase and revert back to the prices that were in effect immediately prior to the increase. The Company shall notify the City in writing if the market factors on which the City granted the increase change such that the City’s reasons for granting the increase longer apply.

8.2 If the Company's unit prices for any Products and/or Services should decrease, the Company shall provide the affected Products and/or Services at the lower discounted price. The Company will provide the City with prompt written notice of all decreases in unit prices.

8.3 If a Product becomes unavailable, or if a new Product becomes available, the Company promptly will send the City a proposed revised version of Exhibit A.

The City reserves the right to add or delete items to this Contract if particular items should become discontinued or an upgraded item becomes available to the industry market. Any new or replacement items added may be subject to bid statute requirements. The City may also delete radio and communication equipment items included in this Contract if items are no longer needed or no longer issued as part of radios and communication equipment. At no additional cost to the City, the Company may substitute any Product or Service to be provided by the Company, if the substitute meets or exceeds the Specifications, is compatible with the City’s operating environment and is of equivalent or better quality to the City. Any substitution will be reflected in a written signed change order.

Contract No. 2017001134
Vendor No. 121531
6 9. BILLING. Each invoice sent by the Company shall include all reports, information and data required by this Contract (including the Exhibits) necessary to entitle the Company to the requested payment. The Company shall send one (1) copy only of each invoice using one of the following options:

Option 1 – E-mail one copy of each invoice to [email protected] . Company shall not mail invoices that have been sent via e-mail.

Option 2 – Mail one copy of each invoice to:

City of Charlotte Accounts Payable
PO Box 37979
Charlotte, NC 28237-7979
Attn: (Insert Department)
The City is not tax exempt from sales tax. The Company shall include all applicable State and County sales taxes on the invoice and not combined with the cost of the goods.

Payment of invoices shall be due within thirty (30) days after the City has received all of the following: (a) an accurate, properly submitted invoice, (b) all reports due for the month covered by the invoice; and (c) any other information reasonably requested by the City to verify the charges contained in the invoice. Invoices must include state and local sales tax.

10. CONTRACT MONITORING: The City shall have the right to audit the Company’s compliance with the terms and conditions of the Contract at such times as the City deems appropriate. Unless the City elects to terminate the Contract, the Company shall develop a written action plan to correct any Contract deficiency identified during these compliance audits, and shall submit such plan to the City within thirty (30) days of notification of noncompliance.

11. REPORTING: The Company shall provide such written reports of purchasing and expenditures as may be requested by the City from time to time, including without limitation any reports described in the Specifications.

12. AUDIT: During the term of the Contract and for a period of three (3) years after termination or expiration of this Contract for any reason, the City shall have the right to audit, either itself or through a third party, all books and records (including but not limited to the technical records) and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of the Contract or the City’s payment obligations. The City shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $5,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit.

13. GENERAL WARRANTIES. Company represents and warrants that:

13.1 It is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Alabama, and is qualified to do business in North Carolina;

13.2 It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract;

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

Contract No. 2017001134
Vendor No. 121531
7 13.4 No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract;

13.5 In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and

13.6 The Company shall not violate any agreement with any third party by entering into or performing this Contract.

14. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Company represents warrants and covenants that:

14.1 The Products and Services shall comply with all requirements set forth in this Contract, including but not limited to the attached Exhibits;

14.2 All work performed by the Company and/or its subcontractors pursuant to this Contract shall meet industry accepted standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge;

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

14.4 The Company and each of its subcontractors have complied and shall comply in all material respects with all applicable federal, state and local laws, regulations and guidelines relating to the performance of this Contract or to the products and services delivered hereunder, including but not limited to E-Verify, and shall obtain all applicable verifications, permits, and licenses.

15. COMPLIANCE WITH LAWS: All Products and Services delivered under this Contract shall be in compliance with all applicable federal, state and local laws, regulations and ordinances. In performing the Contract, the Company shall obtain and maintain all licenses and permits, and comply with all federal, state and local laws, regulations and ordinances.

16. DELIVERY TIME: When delivery time is requested in the RFP, (whether in the form of a specific delivery date or maximum number of days for delivery) time is of the essence.

The Company’s Bid shall be deemed a binding commitment of the Company to meet the delivery time stated herein unless the Bid specifically takes exception. If such delivery time is not met, the City shall be entitled to terminate the Contract immediately for default and/or exercise any other remedies available at law or in equity.

17. QUALITY. Unless this Contract specifically states otherwise for a particular item, all components used to manufacture or construct any supplies, materials or equipment or Products provided under this Contract shall be: (a) new; (b) the latest model; (c) of the best quality and highest grade workmanship; and (d) in compliance with all applicable federal, state and local laws, regulations and requirements. By “new”, the City means that the item has been recently produced and has not been previously sold or used.

Whenever this Contract states that a Product or Service shall be in accordance with laws, ordinances, building codes, underwriter’s codes, applicable A.S.T.M. regulations or similar expressions, the requirements of such laws, ordinances, etc., shall be construed to be minimum requirements that are in addition to any other requirements that may be stated in this Contract.

Contract No. 2017001134
Vendor No. 121531
8 18. DESIGN AND/OR MANUFACTURER REQUIREMENT: All Products and Services shall meet the Specifications set forth in Section 4 of the RFP.

19. INSPECTION AT COMPANY’S SITE: The City reserves the right to inspect the equipment, plant, store or other facilities of the Company during the Contract term from time to time as the City deems necessary to confirm that such equipment, plant, store or other facilities conform with the Specifications and are adequate and suitable for proper and effective performance of the Contract. Such inspections shall be conducted during normal business hours and upon at least three (3) days’ notice to the Company (except that a store may be inspected at any time during regular store hours without notice).

20. PREPARATION FOR DELIVERY:

20.1 Condition and Packaging. All containers/packaging shall be suitable for handling, storage or shipment, without damage to the contents. The Company shall make shipments using the minimum number of containers consistent with the requirements of safe transit, available mode of transportation routing. The Company will be responsible for confirming that packing is sufficient to assure that all the materials arrive at the correct destination in an undamaged condition ready for their intended use.

20.2 Marking. All cartons shall be clearly identified with the City purchase order number and the name of the department making the purchase. Packing lists must be affixed to each carton identifying all contents included in the carton. If more than one carton is shipped, each carton must be numbered and must state the number of that carton in relation to the total number of cartons shipped (i.e. 1 of 4, 2 of 4, etc).

20.3 Shipping. The Company shall follow all shipping instructions included in the ITB, the City’s purchase order or in the Contract.

21. ACCEPTANCE OF PRODUCTS/SERVICES: The Products delivered under this Contract shall remain the property of the Company until the City physically inspects, actually uses and accepts the Products. In the event Products provided to the City do not comply with the Contract, the City shall be entitled to terminate the Contract upon written notice to the Company and return such Products (and any related goods) to the Company at the Company’s expense. In the event the Services provided under this Contract do not comply with the Contract, the City reserves the right to cancel the Service and rescind any related purchase of products upon written notice to the Company. The remedies stated in this Section are in addition to and without limitation of any other remedies that the City may have under the Contract, at law or in equity.

22. GUARANTEE: Unless otherwise specified by the City, the Company unconditionally guarantees the materials and workmanship on all Products and Services. If, within the guarantee period any defects occur due to a faulty Product or Services (including without limitation a failure to comply with the Specifications), the Company at its expense, shall repair or adjust the condition, or replace the Product and/or Services to the complete satisfaction of the City. These repairs, replacements or adjustments shall be made only at such time as will be designated by the City to ensure the least impact to the operation of City business.

23. NO LIENS: All Products shall be delivered and shall remain free and clear of all liens and encumbrances.

24. MANUFACTURER OR DEALER ADVERTISEMENT: No manufacturer or dealer shall advertise on Products delivered to the City without prior approval by the City.

Contract No. 2017001134
Vendor No. 121531
9 25. RIGHT TO COVER: If the Company fails to comply with any term or condition of the Contract or the Company’s response to the ITB, the City may take any of the following actions with or without terminating the Contract, and in addition to and without limiting any other remedies it may have:
(A) Employ such means as it may deem advisable and appropriate to obtain the applicable Products and/or Services (or reasonable substitutes) from a third party; and
(B) Recover from the Company the difference between what the City paid for such Products and/or Services on the open market and the price of such Products and/or Services under the Contract or the Company’s response to the ITB.

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

27. OTHER REMEDIES: Upon breach of the Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy.

28. TERMINATION.

29.1 TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any time without cause by giving sixty (60) days written notice to the Company. The Company may terminate this Contract at any time without cause by giving one hundred and eighty (180) days written notice to the City.

29.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events:

29.2.1 The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (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

29.2.2 The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or

29.2.3 The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties.

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

Contract No. 2017001134
Vendor No. 121531
10 29.3 ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate this Contract upon the occurrence of one or more of the following events (which shall each constitute grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed):

29.3.1 The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, Company’s Bid, or any covenant, agreement, obligation, term or condition contained in this Contract; or

29.3.2 The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract.

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

29.5 OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly (a) return to the City all computer programs, files, documentation, data, media, related material and any other recording devices, information, or compact discs that are owned by the City; (b) provide the City with sufficient data necessary to migrate to a new vendor, or allow the City or a new vendor access to the systems, software, infrastructure, or processes of the Company that are necessary to migrate to a new vendor; and (c) refund to the City all pre-paid sums for Products or Services that have been cancelled and will not be delivered.

29.6 NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the delivery of Products or Services or any warranties or repossess, disable or render unusable any Software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise.

29.7 AUTHORITY TO TERMINATE. The City Manager or their designee is authorized to terminate this Contract on behalf of the City.

29.8 TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Products, Services, functions and operations provided by the Company hereunder to another provider or to the City as determined by the City in its sole discretion. The transition services that the Company shall perform if requested by the City include but are not limited to:

29.8.1 Working with the City to jointly develop a mutually agreed upon transition services plan to facilitate the termination of the Services; and

Contract No. 2017001134
Vendor No. 121531
11 29.8.2 Notifying all affected vendors and subcontractors of the Company of transition activities;

29.8.3 Performing the transition service plan activities;

29.8.4 Answering questions regarding the products and services on an as-needed basis; and

29.8.5 Providing such other reasonable services needed to effectuate an orderly transition to a new system.

29. NO DELAY DAMAGES: Under no circumstances shall the City be liable to the Company for any damages arising from delay, whether caused by the City or not.

30. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The City reserves the right to award multiple contracts for the Products and Services required by this Contract if the City deems multiple Contracts to be in the City’s best interest.

31. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day activities of the other; (ii) constitute such parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking; (iii) make either party an agent of the other for any purpose whatsoever, or (iv) give either party the authority to act for, bind, or otherwise create or assume any obligation on behalf of the other. Nothing herein shall be deemed to eliminate any fiduciary duty on the part of the Company to the City that may arise under law or under the terms of this Contract.

32. INDEMNIFICATION: To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred any of them as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Work or any Products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; or (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from a violation of any federal, state or local law, regulation or ordinance by the Company or any its subcontractors (including without limitation E-Verify or other immigration laws); or (v) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (a) the term “Indemnitees” means the City and each of the City’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts) or any other legal theory or principle, in connection with an Infringement Claim.

This indemnification requirement is not intended to cover, and the Company is not responsible for, any damages that result from lack of maintenance; inadequate supervision;

Contract No. 2017001134
Vendor No. 121531
12 negligence; intentional misconduct of anyone other than the Company, it’s subcontractors, or their affiliates; inadequate surfacing that was not provided by or recommended by the Company, its subcontractors, or their affiliates; or vandalism.

It is the intent of any insurance provided by Company to protect the Company and any subcontractor performing work under the Contract for
(1) Product liability Claims arising solely from the negligent design or manufacture of the Playground Equipment when such goods and services are provided by the Company, Company’s subcontractors, or their affiliates pursuant to this Contract; (2) Claims arising from any act of negligence or wilful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; and (3) Claims relating to worker’s compensation for any employee or subcontractor of the Company;
This clarifies and supersedes any other section of the Contract concerning indemnification that could be interpreted otherwise.

33. INSURANCE. Throughout the term of the Contract, the Company shall comply with the insurance requirements described in this Section. In the event the Company fails to procure and maintain each type of insurance required by this Section, or in the event the Company fails to provide the City with the required certificates of insurance, the City shall be entitled to terminate the Contract immediately upon written notice to the Company.

The Company agrees to purchase and maintain the following insurance coverage during the life of the Contract with an insurance company acceptable to the City of Charlotte, authorized to do business in the State of North Carolina:
(A) Automobile Liability: Bodily injury and property damage liability covering all owned, non-owned, and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident; and, $1,000,000 property damage, or $1,000,000 combined single limit each occurrence/aggregate. (B) Commercial General Liability: Bodily injury and property damage liability as shall protect the Company and any subcontractor performing work under the Contract from claims of bodily injury or property damage which arise from performance of the Contract, whether such work is performed by the Company, any subcontractor or anyone directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, services, completed operations, personal injury liability and contractual liability assumed under the indemnity provision of the Contract. (C) Workers’ Compensation: Meeting the statutory requirements of the State of North Carolina and Employers Liability - $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit, providing coverage for employees and owners.

The City shall be named as additional insured during and until completion of the work under the commercial general liability insurance for operations or services rendered under

Contract No. 2017001134
Vendor No. 121531
13 this Contract. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Consultant’s operations under this agreement. The Company and each of its subcontractors shall and does waive all rights of subrogation against the City and each of the Indemnitees, as defined in Section 5.1.

The Company shall not commence any work in connection with the Contract until it has obtained all of the types of insurance set forth in this Form, and such insurance has been approved by the City. The Company shall not allow any subcontractor to commence work on its subcontract until all similar insurance required of the subcontractor has been obtained and approved.

All insurance policies shall be with insurers qualified and doing business in North Carolina recognized by the Secretary of State and the Insurance Commissioner’s Office. The Company shall furnish the City with proof of insurance coverage by certificates of insurance accompanying the Contract.

All insurance certificates must include the City of Charlotte’s contract number in the description field.

The City shall be exempt from, and in no way liable for any sums of money that may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance.

Since the playground and the play equipment will be in the care, custody, and control of the end user following installation, it is understood the Company cannot additionally insure the eventual owners of the equipment for any damages that result from:
1) lack of maintenance for which the Company or its subcontractors are not contractually obligated to perform, where such lack of maintenance is not as a result of instructions or manuals provided by the Company or its subcontractors ; 2) inadequate supervision;
3) Negligence (other than negligence of the Company or its subcontractors); 4) intentional acts of anyone other than the Company, its subcontractors or their affiliates;
5) inadequate surfacing that was not provided by or recommended by the Company, its subcontractors, or their affiliates; or
6) vandalism.

34. COMMERCIAL NON-DISCRIMINATION.

As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non-Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this

Contract No. 2017001134
Vendor No. 121531
14 clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions.

As a condition of entering into this Contract, the Company agrees to: (a) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (b) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy.

The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time The Company understands and agrees that violation of this Commercial NonDiscrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions.

35. COMPANY WILL NOT SELL OR DISCLOSE DATA. The Company will treat as confidential information all data provided by the City in connection with this agreement.

City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this agreement.

36. WORK ON CITY’S PREMISES. The Company will ensure that its employees and agents shall, whenever on the City’s premises, obey all instructions and directions issued by the City’s project manager with respect to work on the City’s premises. The Company agrees that its personnel and the personnel of its subcontractors will comply with all rules, regulations and security procedures of the City when on the City’s premises.

37. BACKGROUND CHECKS: The Company agrees that it has conducted or will conduct background checks on all personnel who will be working at the Charlotte service facility or delivering Products or Services under the Contract. The Company will conduct such background checks prior to the personnel commencing work hereunder, whether as part of the Company’s standard pre-employment screening practices or otherwise. The Company will complete a background check on an annual basis for each person working at the Charlotte facility. Background check will include at a minimum:
a. Criminal records search,
b. Identification verification; and
c. Proof of authorization to work in the United States.

The Company agrees if any personnel does not meet the background qualifications, he/she shall not be assigned to perform services under this Contract. The Company will notify the City immediately if a background check reveals any conviction(s). If there is any question

Contract No. 2017001134
Vendor No. 121531
15 as to whether any personnel meets the background qualifications, prior to assignment of any Services under this Contract, the Company shall contact the City immediately.

38. DRUG-FREE WORKPLACE. The City is a drug-free workplace employer. The Company hereby certifies that it has or it will within thirty (30) days after execution of this Contract:

38.1 Notify employees that the unlawful manufacture, distribution, dispensation, possession, or use of controlled substance is prohibited in the workplace and specifying actions that will be taken for violations of such prohibition;

38.2 Establish a drug-free awareness program to inform employees about (i) the dangers of drug abuse in the workplace, (ii) the Company’s policy of maintaining a drug-free workplace, (iii) any available drug counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may be imposed upon employees for drug abuse violations;

38.3 Notify each employee that as a condition of employment, the employee will (i) abide by the terms of the prohibition outlines in (a) above, and (ii) notify the Company of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction;

38.4 Impose a sanction on, or requiring the satisfactory participation in a drug counseling, rehabilitation or abuse program by an employee convicted of a drug crime;

38.5 Make a good faith effort to continue to maintain a drug-free workplace for employees; and

38.6 Require any party to which it subcontracts any portion of the work under the contract to comply with the provisions of this Section.

A false certification or the failure to comply with the above drug-free workplace requirements during the performance of this Contract shall be ground for suspension, termination or debarment.

39. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier.

Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective.

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

For The Company: For The City:

Donald R. King Karen Ewing
PlayCore Wisconsin, Inc. d/b/a Gametime Procurement Management Division 150 Playcore Drive SE 600 East Fourth Street
Fort Payne, Alabama 35967 Charlotte, NC 28202
Phone: 423.648.5891 Phone: 704.336.2992
Fax: 423.648.5903 Fax: 704.632.8254
E-mail: [email protected] E-mail: [email protected]

Contract No. 2017001134
Vendor No. 121531
16 With Copy To: With Copy To:

Cindy White
Senior Assistant City Attorney
600 East Fourth Street
Charlotte, NC 28202
Phone: 704-336-3012
Fax: 704-336-8854
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.

40. SUBCONTRACTING: The Company shall not subcontract any of its obligations under this Contract without the City’s prior written consent. In the event the City does consent in writing to a subcontracting arrangement, Company shall be the prime contractor and shall remain fully responsible for performance of all obligations which it is required to perform under this Contract. Any subcontract entered into by Company shall name the City as a third party beneficiary.

41. FORCE MAJEURE: Neither party shall be liable for any failure or delay in the performance of its obligations pursuant to the Contract, and such failure or delay shall not be deemed a default of the Contract or grounds for termination hereunder if all of the following conditions are satisfied:

If such failure or delay:

A. could not have been prevented by reasonable precaution; B. cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means; and C. if, and to the extent, such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions or court order.

An event that satisfies all of the conditions set forth above shall be referred to as a “Force Majeure Event.” Upon the occurrence of a Force Majeure Event, the affected party shall be excused from any further performance of those of its obligations which are affected by the Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) the affected party continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay.

Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the other by telephone (to be confirmed by written notice within five (5) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than fifteen (15) days, the City shall have the right to terminate the Contract by written notice to the Company.

Notwithstanding anything contained herein to the contrary, strikes, slow-downs, walkouts, lockouts, and industrial disputes of the Company or its subcontractors shall not constitute “Force Majeure Events” and are not excused under this provision. Nothing in the preceding Force Majeure provisions shall relieve the Company of any obligation it may have regarding disaster recovery, whether under the Contract or at law. 42 CONFIDENTIALITY.

Contract No. 2017001134
Vendor No. 121531
17 42.1 DEFINITIONS. As used in this Contract, The term “Confidential Information” shall mean any information, in any medium, whether written, oral or electronic, not generally known in the relevant trade or industry, that is obtained from the City or any of its suppliers, contractors or licensors which falls within any of the following general categories:

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

42.3 Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.”

42.4 Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City.

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

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

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

42.8 Local tax records of the City that contains information about a taxpayer’s income or receipts.

42.9 Any attorney / client privileged information disclosed by either party.

42.10 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.

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

42.12 Building plans of City-owned buildings or structures, as well as any detailed security plans.

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

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

Categories 42.1 through 42.13 above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (a) all provisions in this Contract

Contract No. 2017001134
Vendor No. 121531
18 applicable to Confidential Information shall apply to Highly Restricted Information; and (b) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information.

The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one year prior to the date of this Contract.

43. RESTRICTIONS. Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below:

43.1 Company shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information, except as authorized by the City in writing.

43.2 Company shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information to any third party, other than an agent, subcontractor or vendor of the City or Company having a need to know such Confidential Information for purpose of performing work contemplated by written agreements between the City and the Company, and who has executed a confidentiality agreement incorporating substantially the form of this the Contract. Company shall not directly or indirectly, disclose, divulge, reveal, report or transfer Highly Restricted to any third party without the City’s prior written consent.

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

43.4 Company shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information.

43.5 Company shall use reasonable efforts (including but not limited to seeking injunctive relief where reasonably necessary) to prohibit its employees, vendors, agents and subcontractors from using or disclosing the Confidential Information in a manner not permitted by this Contract.

43.6 In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information.

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

43.8 Company shall restrict employee access to the Confidential Information to those employees having a need to know for purposes of their jobs.

Contract No. 2017001134
Vendor No. 121531
19 43.9 Company shall take reasonable measures to prevent the use or disclosure of Confidential Information by its employees in a manner not permitted by this Contract. The Company shall have each of its employees who will have access to the Confidential Information sign a confidentiality agreement which provides the City and its vendors, licensors, subcontractors, employees and taxpayers the same level of protection as provided by this Contract.

44. EXCEPTIONS. The City agrees that Company shall have no obligation with respect to any Confidential Information that the Company can establish:

44.1 Was already known to Company prior to being disclosed by the City;

44.2 Was or becomes publicly known through no wrongful act of Company;

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

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

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

44.6 Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take reasonable steps to obtain an agreement or protective order providing that this Contract will be applicable to all disclosures under the court order or subpoena.

45. MISCELLANEOUS

45.1 ENTIRE AGREEMENT. This Contract, including all Exhibits and Attachments constitute the entire agreement between the parties with respect to the subject matter herein. There are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral.

Notwithstanding the forgoing, the parties agree that the ITB and the Bid are relevant in resolving any ambiguities that may exist with respect to the language of this Contract

45.2 AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by the party against whom enforcement is sought. Amendments that involve or increase in the amounts payable by the City may require execution by a Department Director, the City Manager, or an Assistant City Manager; depending on the amount. Some increases may also require approval by City Council.

45.3 GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the interpretation and enforcement of this Contract, and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). All legal actions or other proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By execution of this Contract, the parties submit to the jurisdiction of such courts and hereby irrevocably waive any and all objections which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina.

Contract No. 2017001134
Vendor No. 121531
20 45.4 BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign this Contract without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. For purposes of this Section, a Change in Control, as defined in Section 42.8 constitutes an assignment.

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

45.6 NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner without the prior written consent of the City.

Notwithstanding the forgoing, the parties agree that the Company may list the City as a reference in responses to requests for proposals, and may identify the City as a customer in presentations to potential customers.

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

45.8 CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise.

45.9 NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of the City in connection with this Contract.

45.10 FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services.

The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to workers’ compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the work.

Contract No. 2017001134
Vendor No. 121531
21 45.11 TAXES. The Company shall pay all applicable federal, state and local taxes which may be chargeable against the Products and/or Services.

45.12 SURVIVAL OF PROVISIONS: Those Sections of the Contract and the Exhibits, which by their nature would reasonably be expected to continue after the termination of the Contract shall survive the termination of the Contract, including but not limited to the following:

Section 3 “Term”
Section 4.3 “Employment Taxes and Employee Benefits”
Section 13 “General Warranties”
Section 14 “Additional Representations and Warranties”
Section 22 “Guarantee”
Section 28 “Other Remedies”
Section 29 “Termination”
Section 33 “Insurance”
Section 34 “Indemnification”
Section 39 “Notices”
Section 42 “Confidentiality”
Section 45 “Miscellaneous”

45.13 NON-APPROPRIATION OF FUNDS. If City Council does not appropriate the funding needed by the City to make payments under this Contract for a given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract.

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

45.15 IRAN DIVESTMENT ACT. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58; (ii) it will not take any action causing it to appear on any such list during the term of this Contract; and (iii) it will not utilize any subcontractor that is identified on any such list to provide goods or services hereunder.

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

Contract No. 2017001134
Vendor No. 121531
22 45.17 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Company agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards contained in Title 2 C.F. R. § 200 et seq.

45.18 COUNTERPARTS.

This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. [Signature Page Follows]

Contract No. 2017001134
Vendor No. 121531
26 EXHIBIT C

NATIONAL NETWORK OF DISTRIBUTORS AND INSTALLERS
The following National Network of Distributors and Installers is an Exhibit to and is incorporated into the Contract to provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services (the “Contract”) between the City of Charlotte and Playcore Wisconsin, Inc. d/b/a GameTime.

WA
ND
ID
MT
WY
OR
SD
NE
IA
MN
IL
`
MI
MI
IN OH
KY
WV
N16 VA
NC
SC
MS AL
FL
AR
LA
OK
NM
N8
AZ
N8
NV
NJ
MD
DE
VT
NH
ME
N10
KS MO
UT
CO
DC
HI
WI
NM
AZ
TN
WV
RI
CT
VT
NH
ME
NY
GA
GameTime Sales Territories
PA
Marturano Recreation Co.

PO Box 106
Spring Lake, NJ 07762
Tel: (800) 922-0070
Fax: (732) 974-0226
No. CA
MA 150 PlayCore Drive SE
Ft Payne, AL 35967
(800) 633-2394
So. CA
Bitting Recreation, Inc.

PO Box 6445
Harrisburg, PA 17112-0445
Tel: (800) 248-8464
Fax: (717) 652-5826
Website: www.bittingrec.com

PA IA NE
ND SD
MRC-Pacific
1030-B Railroad Avenue
Novato, CA 94947
Tel: (415) 899-9996
Fax: (415) 899-9050
Website: www.gametimenorcal.com
No. CA
OR
Cunningham Recreation
PO Box 240981
Charlotte, NC 28224
Tel: (800) 438-2780
Fax: (704) 525-7356
Website: www.cunninghamrec.com

AR KS MO

NC OK SC
VA WV
J.A. Dawson & Co., Inc.

PO Box 1178
Pelham, AL 35124
Tel: (800) 221-8869
Fax: (205) 663-5012 AL
FL
MS
Dominica Recreation
Products, Inc.

PO Box 520700
Longwood, FL 32752-0700
Tel: (800) 432-0162
Fax: (407) 331-4720
Website: www.drpinc.com
FL
GA
TN
Great Western
Recreation
PO Box 97
Wellsville, UT 84339
Tel: (800) 453-2735
Fax: (435) 245-5057
Website: www.gwpark.com
CA ID
MT NV
UT WY

MA ME NJ

NY CT RI
VT NH
Minnesota/Wisconsin
Playground, Inc.

PO Box 27328
Golden Valley, MN 55427
Tel: (800) 622-5425
Fax: (763) 546-5050
Website: www.mnwiplay.com
MN
WI
David Williams & Associates, Inc.

PO Box 218
1010Harrison Avenue
Harrison, OH 45030
Tel: (800) 762-7936
Fax: (330) 821-4505
Website: www.davidwilliamsassociates.com
KY
OH
Cunningham Recreation
PO Box 487
Queenstown, MD 21658
Tel: (800) 233-0529
Fax: (410) 827-8855
Website: www.westrecreation.com
DE
MD
DC
SiteLines Park &
Playground Products
626 128th Street, S.W.

Suite 104-A
Everett, WA 98204
Tel: (800) 541-0869
Fax: (425) 347-3056
Website: www.sitelines.com
AK
WA
Sinclair Recreation
128 E. Lakewood Blvd
Suite 40
Holland, MI 49424
Tel: (800) 444-4954
Fax: (616) 392-8634
Website: www.sinclair-rec.com
MI
IN
Triple M Recreation
4638 East Shea Blvd.

Suite B-170
Phoenix, AZ 85028
Tel: (480) 315-9103
Fax: (480) 315-9991
Website: www.triplemrec.com
AZ CO
NM TX
Cunningham Recreation
2135 City Gate Lane, Suite 300
Naperville, IL 60563
Tel: (800) 942-1062
Fax: (630) 554-3750
Website: www.cunninghamrec.com
IL
Total Recreation Products
12022 C. Knigge C Rd, Suite C
Cypress, TX 77429
Tel: (800) 392-9909
Fax: (832) 237-3895 LA
TX
TX
IPR, Inc.
1481 South King Street
Suite 226
Honolulu, HI 96814
Tel: (808) 845-7788
Fax: 808) 952-5501
Website: www.innovativeplaygroundsandrecreation.com
HI
Cunningham Recreation
PO Box 240981
Charlotte, NC 28224
Tel: (800) 438-2780
Fax: (704) 525-7356
Website: www.cunninghamrec.com

3/12/2017
Sales Representative Agency Address - Website - Territory Telephone & Fax Bitting Recreation, Inc. P. O. Box 6445, Harrisburg, PA 17112 800-248-8464 Randy Bitting www.bittingrec.com 717-652-5826
W. PA
Cunningham Associates P. O. Box 240981 Charlotte, NC 28224 800-438-2780 Scott Cunningham www.cunninghamrec.com 704-525-7356
AR, DE, DC, IA, IL, KS, MD, MO, NE, NC, ND, OK, SC, SC, VA, W.

TN, WV
J. A. Dawson & Co., Inc. P. O. Box 1178 Pelham, AL 35124 800-221-8869 Craig Struthers www.jadawsonco.com 205-663-5058
AL, FL Panhandle, MS
Dominica Recreation Products, Inc. P. O. Box 520700 Longwood, FL 32752 800-432-0162 Rob Dominica www.playdrp.com 407-331-4720
FL (ex: Panhandle), GA, East/Central TN
Great Western Recreation, LLC P. O. Box 97 Wellsville, UT 84339 800-453-2735 Tyler Kyriopoulos www.gwpark.com 435-245-5057
Lewis Painter ID, MT, NV, UT, WY, S. CA
IPR 1481 S. King St., S-226, Honolulu, HI 96814 808-845-7788 Gideon Naiditch www.ipr-hawaii.com 808-952-5501
Ian Ross HI
Marturano Recreation Co., Inc. P. O. Box 106 Spring Lake, NJ 07762 800-992-0070 Jim Marturano www.mrcrec.com 732-974-0226
Brian Gates MA, ME, NJ, NY, CT, RI, VT, E. PA, NH, N. CA, OR Minnesota Wisconsin Playgrnd,Inc P. O. Box 27328 Golden Valley, MN 55427 800-622-5425 Harlan Lehman www.mnwiplay.com 763-546-5050
Ron Lehman MN, WI
Sinclair Recreation, LLC P. O. Box 1409 Holland, MI 49422 800-444-4954 Diane Sinclair www.sinclair-rec.com 616-392-8634
Rich Sinclair IN, MI
Sitelines Park & Playground 626 128th St., SW, S-104A, Everett, WA 98204 800-541-0869 Gary Max www.sitelines.com 425-750-7493
AK, WA
Total Recreation Products 17802 Grant Road, Cypress, TX 77429 800-392-9909 Bryan O'Conner www.totalrecreation.net 281-351-2493
Kelly O'Conner LA, TX
Triple M Recreation, Inc. 8700 E. Vista Bonita Dr., S-188, Scottsdale, AZ 85255 480-315-9103 Gene Everts www.triplemrec.com 480-315-1311
Patti Everts AZ, CO, NM, W. TX
David Williams & Associates P. O. Box 208, Harrison, OH 45030 800-762-7936 Bob Greiwe www.davidwilliamsassociates.com 330-821-4505 David Williams OH, KY

GAMETIME DOMESTIC SALES AGENCY CONTACT INFORMATION

Barr, Patricia 1 3/8/2017 11:36 AM
b
Bitting - Bramble Landscapes, LLC. -
Bramble, Mark
586 Sterling Drive
Sarver, Pa. 16055
Bus: (724) 859-0958
Home: 2018
Mobile: (724) 859-0958
E-mail: [email protected]
Bitting - Playground Pros (Hartzell, Lowell)
154 N. Sheridan Road
Newmanstown, PA 17073
Bus: (610) 589-1769
Home: 2018
Mobile: (610) 413-9832
Bus Fax: (610) 589-1817
E-mail: [email protected]
c
Cunningham - Blueprint Construction, LLC
(Liles, Robbie S.)
5 Liles Woods LN
Garner, NC 27529
Bus: (919) 210-1589
Home: 2018
Bus Fax: (919) 779-9436
E-mail: [email protected]
Cunningham - Carlson Consulting and
Contracting
1150 Prospect Blvd.

Waterloo, Iowa 50701
Bus: (319) 234-8965
Home: 2016
Mobile: (319) 415-8365
Bus Fax: (319) 234-8965
E-mail: [email protected]
Cunningham - Cedar Creek Run
Construction - Stanley, Bill
24072 Zachery Taylor Hwy.

Culpeper, Va. 22701
Bus: (877) 640-9811 / (540) 364-9811
Home: 2016
Mobile: (703) 244-5991
Bus Fax: (540) 825-3445
E-mail: [email protected]
Cunningham - CLS Outdoor Services
112 Nivens Drive
P O Box 790
Atoka, TN 38004
Bus: (901) 428-8836
Home: 2018
Mobile: (901) 428-8836
Bus Fax: (901) 475-0015
E-mail: [email protected]
Cunningham - Custom Park Services
8019 E. Old Jessup Road
PO Box 1098
Jessup, MD 20794
Bus: (410) 799-7745 or 877-799-7745
Home: 2017
Mobile: (410) 365-0502
Bus Fax: (410) 579-1284
E-mail: [email protected]
Cunningham - Custom Playgrounds
9957 N. Alpine Road, Suite 100
Machesney Park, Il. 61115
Bus: (815) 708-8540
Home: 2016
Mobile: (815) 505-0500
Bus Fax: (779) 423-2033
E-mail: [email protected]
Cunningham - D C Install, LLC.
503 Niagara
E. Alton, Illinois 62024
Bus: (618) 531-0848
Home: 2017
Mobile: (618) 531-0848
Bus Fax: (618) 258-9007
E-mail: [email protected]
E-mail 2: [email protected]
Cunningham - D G Services, Inc. (Layne,
Kevin)
181 Springdale Acres Drive
Mooresville, NC 28115
Bus: 17047993878
Home: 2018
Mobile: 9802302946
Bus Fax: 7047993878
E-mail: [email protected]
Cunningham - Elanar Construction
Company
6620 W. Belmont Avenue
Chicago, IL 60634
Bus: (773) 628-7011
Home: 2018
Mobile: (773) 908-7629
Bus Fax: (773) 628-7041
E-mail: [email protected]
E-mail 2: [email protected]

Barr, Patricia 2 3/8/2017 11:36 AM
c
Cunningham - Fuertes Systems
Landscaping, Inc
15100 S. Indian Boundary Rd.

Plainfield, Il. 60544
Bus: (815) 725-2959
Home: 2016
Mobile: (847) 312-9393
Bus Fax: (815) 725-3165
E-mail: [email protected]
Cunningham - G.L. Stone and Son, Inc. -
Gilkerson, Leondis
24 First Street
Hamlin, WV. 25523
Bus: (304) 824-3800
Home: 2016
Mobile: (304) 208-4550
Bus Fax: (304) 824-3848
E-mail: [email protected]
Cunningham - Grass roots, Inc.
501 W. Central Avenue
Davidsonville, MD 21035
Bus: (410) 721-1093
Home: 2016
Mobile: (301) 785-5770
Bus Fax: (301) 858-1039
E-mail: [email protected]
Cunningham - Green-Up Landscape, Inc.
23940 Andrew Road
Plainfield, IL 60585
Bus: (815) 372-3000
Home: 2017
Mobile: (815) 693-1833
Bus Fax: (815) 372-3005
E-mail: [email protected]
Cunningham - Howard's General
Contracting
708 Knightswood Road
Fort Mill, S.C. 29708
Bus: (803) 802-1722
Home: 2017
Mobile: (803) 280-5630
E-mail: [email protected]
Cunningham - IDE Construction (Turner,
Michael)
18601 Green Street
Washington, NE 68068
Bus: (402) 510-0549
Home: 2018
E-mail: [email protected]
Cunningham - Jones & Sons Contracting
11409 Boltomley Road
Thurmont, MD 21788
Bus: (301) 898-3743
Home: 2011
Bus Fax: (301) 898-3743
E-mail: [email protected]
Cunningham - Kay Jay Construction, Inc.
300 S. Carlton Ave. #160
Wheaton, Il. 60187
Bus: (312) 388-3030
Home: 2016
Mobile: (312) 388-3030
E-mail: [email protected]
Cunningham - Kenneth Company, The
16W064 Jeans Road
Lemont, Il. 60439
Bus: (630) 679-2750
Home: 2016
Mobile: (630) 514-3632
Bus Fax: (630) 325-2780
E-mail: [email protected]
Cunningham - Massanelli Construction, Inc.
105 Bellaire Drive
Hot Springs, Arkansas 71901
Bus: (501) 318-7618
Home: 2016
Mobile: (501) 318-7618
Bus Fax: (501) 321-8083
E-mail: [email protected]
Cunningham - Monkebar Builders, L.L.C.
1214 Towanda Ave., Upper Level
Bloomington, IL 61701
Bus: (309) 829-9111
Home: 2016
Mobile: (309) 825-9111
Bus Fax: (309) 829-5555
E-mail: [email protected]
Cunningham - Moore Recreational
Products, Inc.

PO Box 472747
Charlotte, NC 28247
Bus: (704) 905-3665
Home: 2017
Mobile: (704) 905-3665
Bus Fax: (704) 643-1369
E-mail: [email protected]

Barr, Patricia 3 3/8/2017 11:36 AM
c
Cunningham - Old South Building Corp -
Deeds, Rob
1622 Brandon Ave.

Petersburg, Va. 23805
Bus: (804) 307-9307
Home: 2016
Mobile: (804) 307-9307
Bus Fax: (804) 733-1110
E-mail: [email protected]
Cunningham - Ozark Mountain
Installations, Inc.
9706 Lawrence 2237
Monett, MO 65708
Bus: (417) 235-9475
Home: 2018
Mobile: (417) 235-9475
Bus Fax: (417) 236-0897
E-mail: [email protected]
Cunningham - ParkScape Solutions LLC
(Woods, Wayne O.)
8226C Hwy J
Black, MO 63625
Bus: (573) 269-4450
Home: 2017
Mobile: (573) 701-3294
E-mail: [email protected]
Cunningham - Play Structure Plus
364 East Main Street, Suite 172
Middletown, De. 19709
Bus: (302) 528-8791
Home: 2016
Mobile: (302) 528-8791
Bus Fax: (302) 378-0747
E-mail: [email protected]
Cunningham - Play-N-Scape, Inc.
190 Briarwod Drive
Crystal Lake, IL 60014
Bus: (815) 693-2769
Home: 2016
Mobile: (815) 459-6758
Bus Fax: (815) 459-5790
E-mail: [email protected]
Cunningham - Prestige Landscaping
Solutions - Mullins, Jason
5001 NW 10 Apt. 905
Oklahoma City, Ok. 73127
Bus: (405) 885-2015
Home: 2014
Mobile: (405) 820-8304
Bus Fax: (405) 849-2739
E-mail: [email protected]
Cunningham - Reese Construction Company
3720 Lucky Drive
Apex, N.C. 27539
Bus: (919) 329-5501
Home: 2017
Mobile: (919) 427-4685
Bus Fax: (919) 329-5503
E-mail: [email protected]
Cunningham - RJR Enterprises, Inc.
804 N 42nd Street
Rogers, AR 72756
Bus: (479) 936-1092
Mobile: (479) 621-3939
E-mail: [email protected]
Cunningham - Robert Kremers Construction
515 S. 86th Street
Omaha, NE 68114
Bus: (402) 658-3357
Home: 2017
Mobile: (402) 658-3357
Bus Fax: none
E-mail: [email protected]
Cunningham - Triad Property Services, Inc.
962 Wiley Lewis Road
Greensboro, NC 27406
Bus: (336) 378-1541
Home: 2017
Mobile: (336) 337-1930
Bus Fax: (336) 378-1541
E-mail: [email protected]
Cunningham - Woods Const. Serv.
8226B Hwy. J
Black, Mo. 63625
Bus: (573) 269-1113
Home: 2017
Mobile: (573) 701-3294
Bus Fax: (573) 269-1033
E-mail: [email protected]

Barr, Patricia 4 3/8/2017 11:36 AM
c
Cunningham - Zogg & Associates (Zogg,
Brent)
27610 90th Avenue
Donahue, IA 52746
Bus: (563) 210-2943
Home: 2018
E-mail: [email protected]
Cunningham -Hyde Construction (Hyde,
John)
1325 South Bates Avenue
Springfield, IL 62704
Bus: (217) 891-4618
Home: 2018
E-mail: [email protected]
d
Dawson, J. A.

P.O. Box 1178
Pelham, AL 35124
Bus: (205) 663-5058
Home: 2017
Mobile: (205) 368-4365
Bus Fax: (205) 663-5012
E-mail: [email protected]
Dominca - D.W. Recreation Services, Inc.
(West, Donald)
2500 NW 79th Ave. #258
Doral, FL 33122
Bus: (561) 433-4709
Home: 2017
Mobile: (561) 818-4819
E-mail: [email protected]
Dominica - John Fitzgerald, Inc.

P.O. Box 655
Sanford, FL 32772
412 Mattie St.

Sanford, FL 32773
Bus: (407) 323-8822
Home: 2018
Mobile: (407) 920-2256
Bus Fax: (407) 323-0999
E-mail: [email protected]
Dominica Recreation Products - Copponex
Group LLC (Copponex, Glen)
1478 Highway 124
Auburn, GA 30011
Bus: (770) 421-5252
Home: 2017
Mobile: (770) 846-2120
E-mail: [email protected]
Dominica Recreation Products - Outdoor
Construction
134 Stanley Court Sutie#E
Lawrenceville, GA 30046
Bus: (770) 995-8430 Toll Free 877-995-1100
Home: 2017
Mobile: (678) 234-7489
Bus Fax: (886) 536-5244
E-mail: [email protected]
E-mail 2: [email protected]
Dominica Recreation Products - Pelican
Playground Maintenance LLC (De
Armond, William)
Suite 202 Dept 213
Fort Myers, FL 33912
Bus: (239) 284-7335
Home: 2018
E-mail: [email protected]
g
Great West Park and Play - C S
Construction (Amick, Chris)
13049 Lynn Christi Ave
Bakersfield, CA 93314
Bus: (661) 978-9748
Home: 2017
E-mail: [email protected]
Great West Park and Play - California
Landscape & Design, Inc. (Kammerer,
Steve)
273 N. Benson Avenue
Upland, CA 91786
Bus: (909) 949-1601
Home: 2017
Mobile: (909) 215-7439
Bus Fax: (909) 981-9368
E-mail: [email protected]

Barr, Patricia 5 3/8/2017 11:36 AM
g
Great West Park and Play - Childs Play
1852 Langley Ave
Irvine, CA 92614
Bus: (949) 252-1186
Home: 2017
Mobile: (714) 709-1782
E-mail: [email protected]
Great West Park and Play - Cicero
Engineering, Inc.
1372 E. Valencia Drive
Fullerton, Ca. 92831
Bus: (714) 871-2800
Home: 2017
Mobile: (562) 762-5147 Frank Cicero
Bus Fax: (714) 871-2801
E-mail: [email protected]
Great West Park and Play - Coastal Park
and Recreation - Lapp, Doug
3075 Falda Road
Atascadero, Ca. 93422
Bus: (805) 441-2952
Home: 2018
Mobile: (805) 441-2952
E-mail: [email protected]
Great West Park and Play - Distinctive
Exteriors, Inc. - Aikens, Phil
6625 South Valley View Blvd
Suite 212
Las Vegas, NV 89118
Bus: (702) 385-4555
Home: 2014
Mobile: (702) 286-7091
E-mail: [email protected]
Great West Park and Play - Evans
Recreation Installation, Inc.

P.O. Box 42607
Las Vegas, Nevada 89116
Bus: (702) 271-8170
Home: 2016
Mobile: (702) 271-8170
Bus Fax: (702) 926-9685
E-mail: [email protected]
Great West Park and Play - Evergreen
Environment, Inc. (Sandoval, Juan)
8609 Mission Blvd
Riverside, CA 92509
Bus: (951) 332-2218
Home: 2018
Mobile: (951) 337-1757
Bus Fax: (951) 332-2219
E-mail: [email protected]
Great West Park and Play - Fullmer
Brothers Landscape Maintenanc, Inc.
(Newbold, Craig)
1825 N. 1450 W
Lehi, Utah 84043
Bus: (801) 571-9899
Home: 2018
Mobile: (801) 671-6257
E-mail: [email protected]
Great West Park and Play - Garden Shop
Nursery Landscaping
1978 Frazier Avenue
Sparks, Nv. 89431
Bus: (775) 358-3080
Home: 2018
Mobile: (775) 221-0935
Bus Fax: (775) 358-3084
E-mail: [email protected]
Great West Park and Play - Great Western
Installations - Olson, Derek
Great Western Installations
PO Box 97
Wellsville, Ut. 84339
Bus: (800) 453-2735
Home: 2017
Mobile: Steve (435) 760-5100 / Derek (858) 337-9195
Bus Fax: (435) 245-5057
E-mail: [email protected]
Great West Park and Play - K.C. Equipment
413 S. Magnolia Ave.

El Cajon, CA 92020
Bus: (619) 443-9730
Home: 2013
Bus Fax: (619) 443-9729
E-mail: [email protected]
Great West Park and Play - Linnert Builders
1675 No. Shaffer St.

Orange, CA 92867
Bus: (714) 974-4393
Home: 2018
Mobile: (714) 606-4951
Bus Fax: (714) 974-4393
E-mail: [email protected]

Barr, Patricia 6 3/8/2017 11:36 AM
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Great West Park and Play - Malibu Pacific
Tennis Courts, Inc.
31133 Via Colinas, Suite 107
Westlake Village, CA 91362
Bus: (818) 707-3797
Home: 2013
Mobile: (818) 991-7445
Bus Fax: (818) 706-1951
E-mail: [email protected]
Great West Park and Play - Play
Foundations, Inc. (Cox, jack)
1330 N. Melrosed Drive Suite F
Vista, CA 92083
Bus: 17602958645
Home: 2018
Mobile: 17604209689
Bus Fax: 17602958651
Great West Park and Play - PSI
1747 Colgate Drive
Thousand Oaks, CA 91360
Bus: (805) 494-3401
Home: 2018
Mobile: (818) 618-2333
Bus Fax: (805) 494-3343
E-mail: [email protected]
Great West Park and Play - Quality Time
Recreation
P.O. Box 471
Clearfield, Ut 84089
673 W. 1860 N.

Clinton, Ut. 84015
Bus: (801) 718-5367
Home: 2018
Mobile: (801) 718-5367
Bus Fax: (801) 728-3558
E-mail: [email protected]
Great West Park and Play - Rasco
Construction, Inc.
6588 West 10900 North
Highland, Utah 84043
Bus: (801) 360-1723
Home: 2018
Mobile: (801) 360-7123
Bus Fax: (801) 763-7664
E-mail: [email protected]
Great West Park and Play - Recreation
Installation
1321 N. Lewis Peak Drive
Ogden, Utah 84401
Bus: (801) 388-6980
Home: 2018
Bus Fax: (801) 393-2745
E-mail: [email protected]
Great West Park and Play - Zasueta
Contracting, Inc.

PO Box 866
Spring Valley, CA 91976
Bus: (619) 589-0609
Home: 2016
Mobile: (619) 843-4048
Bus Fax: (619) 697-6031
E-mail: [email protected]
Great West Park and Play -Unlimited
Engineering Contracting, Inc. (Carter,
Kevin)
950 Firestone Circle
Simi Valley, CA 93065
Bus: (805) 587-7514
Home: 2017
Mobile: (818) 652-6922
E-mail: [email protected]
i
IPR$ Hawaii
Sagum, Danielle
1481 S. King Street
Suite 226
Honolulu, HI 96814
Bus: (808) 952-7788
Home: 2017
Mobile: (808) 679-1113
E-mail: [email protected]
m
Marturano - A & H contracting
33 Eastwood Blvd.

Manalapan, N.J. 07726
Bus: (732) 972-0006
Home: 2015
Mobile: (732) 672-3236
Bus Fax: (732) 972-0555
E-mail: [email protected]

Barr, Patricia 7 3/8/2017 11:36 AM
m
Marturano - AAH Constuction Corp.
(Cinquemani, Led)
21-77 31st Street Suite 107
Astoria, NY 11105
Bus: (718) 267-1300
Home: 2018
Mobile: (917) 709-2021
Bus Fax: (718) 726-1474
E-mail: [email protected]
Marturano - Buzz Burger Incorporated
13 Twin Pine Way
Glen Mills, PA 19342
Bus: (610) 399-3035
Home: 2016
Mobile: (610) 304-9040
Bus Fax: +1 (610) 399-3375
E-mail: [email protected]
Marturano - California Playground Builders
1490 Norman Ave.

Santa Clara, Ca. 95054
Bus: (408) 748-1220 or (408) 314-3363
Home: 2013
Mobile: (408) 438-2141
Bus Fax: (408) 748-1128
E-mail: [email protected]
Marturano - Central Jersey Landscaping,
Inc.
523A Chesterfield-Arneytown Road
Chesterfield, N.J. 08515
Bus: (609) 298-2450
Home: 2016
Mobile: (609) 722-2082
Bus Fax: (609) 298-2436
E-mail: [email protected]
Marturano - CMJ Construction, Inc.
40 fenton way
Bangor, ME 04401
Bus: (603) 828-5225
Home: 2018
Mobile: (603) 828-5225
Bus Fax: (207) 942-5776
E-mail: [email protected]
Marturano - Community Playgrounds, Inc.
200 Commercial Street
Vallejo, Ca. 94589
Bus: (415) 892-8100
Home: 2017
Mobile: (415) 559-8883 / 415-725-8923
Bus Fax: (415) 892-3132
E-mail: [email protected]
Marturano - Currie Grove, LLC
300 Old Reading Pike
Bldg. 1, Suite 102
Stowe, Pa. 19464
Bus: (610) 970-8846
Home: 2017
Mobile: (610) 310-5926
Bus Fax: (610) 970-4719
E-mail: [email protected]
Marturano - Dakota Excavating Contractor,
Inc.
200 East Church St.

Bergenfield, NJ 07621
Bus: (201) 439-1000
Mobile: (201) 954-5301
Bus Fax: (201) 439-0444
E-mail: [email protected]
Marturano - G & G Builders
4542 Contractors Place
Livermore, Ca. 94551
Bus: (925) 846-9023
Home: 2017
Mobile: (925) 570-7606
Bus Fax: (925) 846-9152
E-mail: [email protected]
Marturano - Harris Fence Corp. (Harris,
Jim)
4492 Route 130
Burlington, NJ 08016
Bus: (609) 387-4050
Home: 2017
Mobile: (609) 517-7613
E-mail: [email protected]
Marturano - Horizon Concepts, Inc.
53 West Hills Road
Huntington Station, N.Y. 11746
Bus: (631) 271-1963
Home: 2016
Mobile: (516) 864-1522
Bus Fax: (631) 271-1975
E-mail: [email protected]
Marturano - Kamback Bros. LLC (Kamback,
Greg)
54 E. Lagoona Drive
Brick, NJ 08723
Bus: (732) 558-3868
Home: 2017
Mobile: (732) 558-3868
Bus Fax: (732) 477-0046
E-mail: [email protected]