HomeMy WebLinkAboutR-2024-080 Wavier of Competitive Bidding and $50K Threshold for Kompan Inc. EquipmentRESOLUTION NO.2024-�
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE WAIVER OF COMPETITIVE
BIDDING AND AUTHORIZING PLAYGROUND AND OUTDOOR FITNESS
EQUIPMENT, SITE ACCESSORIES, SURFACING AND RELATED
PRODUCTS AND SERVICES FROM KOMPAN, INC. UTILIZING THE CITY
OF CHARLOTTE, NORTH CAROLINA OMNIA CONTRACT AWARD
NUMBER 2017001135 IN THE AMOUNT OF THREE HUNDRED SEVENTY-
EIGHT THOUSAND EIGHT HUNDRED THIRTY-SIX DOLLARS AND
FORTY-FIVE CENTS ($378,836.45) FOR THE MULLIKIN PARK FRDAP
GRANT PROJECT; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection 0), authorizes the City Manager to purchase supplies, services, equipment, and
materials for the City government in amounts in excess of the established monetary threshold
without competitive bidding and without advertisement for bids, if she is authorized to do so in
advance by a resolution adopted by the City Commission; and
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10,
"Monetary thresholds for certain purchases and payment disbursement authorizations", Subsection
(a), sets the monetary threshold at Fifty Thousand Dollars ($50,000.00) for a vendor each fiscal
year; and
WHEREAS, in August 2022, the City of Dania Beach was awarded Two Hundred
Thousand Dollars ($200,000.00) in grant funding through the Florida Recreation Development
Assistance Program (FRDAP) with a Two Hundred Thousand Dollar ($200,000.00) match for
Mullikin Park improvements (the "Project"); and
WHEREAS, on August 22, 2023, the City Commission adopted resolution 2023-084
authorizing the proper City officials to enter into an agreement with Kimley-Horn and Associates
Inc. for the Design Services related to the Project; and
WHEREAS, Kimley-Horn and Associates, Inc. has finalized the design of the Project and
recommends that the City direct purchase playground and outdoor fitness equipment, site
accessories, surfacing, and related products (the "Equipment") due to lead time and tax savings
opportunities on the project; and
WHEREAS, the Parks and Recreation Department requests that the City Commission
waive competitive bidding and authorize the purchase of the Equipment from Kompan, Inc.
utilizing the City of Charlotte North Carolina OMNIA contract award number 2017001135 in the
amount of Three Hundred Seventy -Eight Thousand Eight Hundred and Thirty -Six Dollars and
Forty -Five Cents ($378,836.45) for the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the above "Whereas" clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
Section 2. That the City Commission authorizes the proper City officials to execute an
agreement with Kompan, Inc., which agreement is incorporated into this resolution as Exhibit "A",
pursuant to all terms and pricing of the City of Charlotte North Carolina OMNIA contract award
number 2017001135 in the amount of Three Hundred Seventy -Eight Thousand Eight Hundred and
Thirty -Six Dollars and Forty -Five Cents ($378,836.45).
Section 3. That the City Commission authorizes exceeding the annual Fifty Thousand
Dollars ($50,000.00) threshold for the purchase of the Equipment.
Section 4. That funding for the purchase of the Equipment is available and
appropriated in the Grant Fund Mullikin Park FRDAP Project Account No. 103-72-10-572-63-10.
Section 5. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 6. That this Resolution shall be effective 10 days after passage.
PASSED AND ADOPTED on J Une. 11 2024.,', '• ' o I
Motion by](�'� IC r l S , second by V y (� t'lUli lii l7 l G
SPACE INTENTIONALLY LEFT BLANK
2 RESOLUTION #2024- WO
FINAL VOTE ON ADOPTION:
Commissioner Joyce L. Davis
Commissioner Tamara James
Commissioner Marco Salvino
Vice Mayor Lori Lewellen
Mayor ArchiDAU J. Ryan IV
CITY
Unanimous J
Yes No
APPROVED AS TO FORM AND CORRECTNESS:
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CqYATTORNEY
MAYOR
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3 RESOLUTION #2024- CEO
Contract No. 2017001135
Vendor No. 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
CONTRACT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES,
SURFACING, AND RELATED PRODUCTS AND SERVICES
This Contract (the "Contract") is entered into as of this 1st day of July 2017 (the "Effective
Date"), by and between Kompan, Inc. a corporation doing business in North Carolina (the
"Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City").
RECITALS
WHEREAS, the City issued a Request For Proposals (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 REP #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 incorporated into this contract by reference.
WHEREAS, the City awarded this Contract on May 8, 2017 to Company to provide Playground
Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and
Services to the City all in accordance with the terms and conditions set forth herein.
WHEREAS, the City of Charlotte, on behalf of itself and all states, local governments, school
districts, and higher education institutions in the United States of America, and other government
agencies and nonprofit organizations (herein "Participating Public Agencies"), competitively
solicited and awarded the Contract to the Company. The City has designated U.S. Communities
as the administrative and marketing conduit for the distribution of the Contract to Participating
Public Agencies.
The City is acting as the "Contracting Agent" for the Participating Public Agencies, and shall not
be liable or responsible for any costs, damages, liability or other obligations incurred by the
Participating Public Agencies. The Company (including its subsidiaries) shall deal directly with
each Participating Public Agency concerning the placement of orders, issuance of purchase
orders, contractual disputes, invoicing, payment and all other matters relating or referring to such
Participating Public Agency's access to the Contract.
Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing
Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public
Agencies' Master Agreements. Under the terms of the MICPA, the procurement by the
Participating Public Agency shall be construed to be in accordance with, and governed by, the
laws of the state in which the Participating Public Agency resides.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and in further consideration of the covenants and representations
contained herein, the parties agree as follows:
CONTRACT
1. EXHIBITS.
Contract No. 2017001135
Vendor No.303668
The Exhibits below are hereby incorporated into and made a part of this Contract. In
interpreting this Contract and resolving any ambiguities, the main body of this Contract will
take precedence over the Exhibits, and any inconsistency between the Exhibits will be
resolved in the order in which the Exhibits appear below. Each reference to Kompan in the
Exhibits and Appendices shall be deemed to mean the Company.
EXHIBIT A:
Discount Schedule and Price Lists
EXHIBIT B:
Installation Fees
EXHIBIT C:
National Network of Distributors and Installers
EXHIBIT D:
Freight Rate Schedules
EXHIBIT E:
Product Warranties
EXHIBIT F:
Scope of Services
EXHIBIT G:
U.S. Communities Administrative Agreement
EXHIBIT H:
Confidentiality Terms
2. DEFINITIONS.
As used in this Contract, the following terms shall have the meanings set forth below
Acceptance:
Refers to receipt and approval by the City of a Deliverable or
Service in accordance with the acceptance process and criteria in
this Contract.
Affiliates:
Refers to all departments or units of the City and all other
governmental units, boards, committees or municipalities for
which the City processes data or performs Services.
Biodegradable:
Refers to the ability of an item to be decomposed by bacteria or
other living organisms.
Charlotte Business
Refers to the Charlotte Business Inclusion office of the City
Inclusion (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 Project.
Contract:
Refers to a written agreement executed by the City and Company
for all or part of the Services.
2
Contract No. 2017001135
Vendor No. 303668
Deliverables: Refers to all tasks, reports, information, designs, plans, and other
items that the Company is required to deliver to the City in
connection with the Contract.
Documentation: Refers to all written, electronic, or recorded works that describe
the use, functions, features, or purpose of the Deliverables or
Services or any component thereof, and which are provided to
the City by the Company or its subcontractors, including without
limitation all end user manuals, training manuals, guides,
program listings, data models, flow charts, and logic diagrams.
Environmentally Refers to Products that have a lesser or reduced effect on
Preferable Products: human health and the environment when compared with
competing Products that serves the same purpose. This
comparison may consider raw materials acquisition, production,
manufacturing, packaging, distribution, reuse, operation,
maintenance, or disposal of the product.
Lead Public Agency: Refers to the City of Charlotte, North Carolina.
Master Agreement: Refers to the Agreement that is made available by the Lead
Public Agency after the successful completion of the competitive
solicitation and selection process, wherein Participating Public
Agencies may utilize the agreement to purchase Products and
Services.
Minority Business
Enterprise/MBE: Refers to a business enterprise that: (a) is certified by the State of
North Carolina as a Historically Underutilized Business (HUB)
within the meaning of N.C. Gen. Stat. § 143-128.4; (b) is at least
fifty-one percent (51%) owned by one or more persons who are
members of one of the following groups: African American or
Black, Hispanic, Asian, Native American or American Indian;
and (c) is headquartered in the Charlotte Combined Statistical
Area.
MWSBE: Refers to SBEs, MBEs and WBEs, collectively
Participating Public
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. 2017001135
Vendor No. 303668
Specifications and Refers to all definitions, descriptions, requirements, criteria,
Requirements: warranties, and performance standards relating to the
Deliverables and Services that are set forth or referenced in: (i)
this RFP, including any addenda; (ii) the Documentation; and
(iii) any functional and/or technical specifications that are
published or provided by the Company or its licensors or
suppliers from time to time with respect to all or any part of the
Deliverables or Services.
3. TERM. The initial term of this Contract will be for five (5) years from the Effective Date
with an option to renew for two (2) additional two-year terms. This Contract may be extended
only by a written amendment to the contract signed by both parties.
4. AGREEMENT TO PROVIDE PRODUCTS AND SERVICES.
4.1 The Company shall provide the Products and Services in accordance with the terms
and conditions set forth in this Contract and the attached Exhibits when ordered from
time to time by the City. Except as set forth in Exhibit A, the prices set forth in
Exhibit A constitute all charges payable by the City for the Products and Services,
and all labor, materials, equipment, transportation, facilities, storage, information
technology, permits, and licenses necessary for the Company to provide the Products
and Services. The Company shall perform any Services for the City on site at the
City's facilities in Charlotte, North Carolina, except as otherwise stated in this
Contract or agreed in writing by the City.
4.2 Placement of Orders: All orders will be placed by personnel designated by the City
on an as needed basis for the quantity required at the time during the 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
Proposal statutes, and provided the City is authorized by law to make such purchases without
a formal Proposal process.
6. DOCUMENTATION. The Company will provide for all. Products purchased under this
Contract written or electronic documentation that is complete and accurate, and sufficient to
enable City employees with ordinary skills and experience to utilize such Products for the
purpose for which the City is acquiring them.
7. COMPENSATION. The City shall pay the Company for the Products and Services
delivered in compliance with the specifications at the prices set forth in Exhibit A. This
amount constitutes the maximum fees and charges payable to the company in the aggregate
under this contract and will not be increased except by a written amendment duly executed by
both parties in compliance with the price adjustment provisions set forth in Exhibit A. The
Company shall not be entitled to charge the City any prices, fees or other amounts that are not
listed in Exhibit A.
8. PRICE ADJUSTMENTS.
8.1 The price(s) stated in this Contract shall not increase for the entire five-year term of
the Contract. The prices shall also not increase during the two (2), two-year renewal
Contract No. 2017001135
Vendor No. 303668
option terms unless the City approves a price adjustment in writing in accordance
with the following terms:
8.1.1 Price increases shall only be allowed when justified in the City's sole
discretion based on legitimate, bona fide increases in the cost of materials
and in the cost of labor for Installation Services as set forth in Section 8.1.3
of this Contract. No adjustment shall be made to compensate the Company
for inefficiency in operation, increase in labor costs associated with the
manufacture of the Products, or for additional profit.
8.1.2 To obtain approval for a price increase, the Company shall submit a written
request to the Procurement Management Division representative, at the
address listed below, together with written documentation sufficient to
demonstrate that the increase is necessary based on a legitimate increase in
the cost of materials and Installation Services. The request must state and
fully justify the proposed price increase per unit or per installation over the
price originally proposed.
City of Charlotte
M&FS Finance Office / Procurement Management
600 East Fourth Street
Charlotte, NC 28202
8.1.3 Except as provided below, no proposed price increase shall be valid unless
accepted by the City in writing. The City may approve such price increase
for the remaining term of the Contract or for a shorter specified period, in the
City's sole discretion. If the City rejects such price increase, the Company
shall continue performance of the Contract. Price adjustments, including
increases and decreases, shall be made for Installation Services in accordance
with the percentage change in the U.S. Department of Labor Producer Price
Index (PPI), Industry Group Construction — Item Code 23 8 1 -Foundation,
Structure, and Building Exterior Contractors if such percentage exceeds two
percent (2%). The percentage difference between the PPI issued for October,
2017, and the PPI issued for each October of the year of requested
adjustment will determine the maximum allowable adjustment of the original
Contract prices for Installation Services.
8.1.4 If the City approves a price increase pursuant to this Section and the market
factors justifying the increase shift so that the increase is no longer justified,
the City shall have the right to terminate the price increase and revert back to
the prices that were in effect irmnediately 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
Contract No. 2017001135
Vendor No.303668
market. Any new or replacement items added may be subject to Proposal statute
requirements. At no additional cost to the City, the Company may substitute any
Product or Service to be provided by the Company, if the substitute meets or
exceeds the Specifications, is compatible with the City's operating environment
and is of equivalent or better quality to the City. Any substitution will be reflected
in a written signed change order.
9. BILLING. Each invoice sent by the Company shall include all reports, information and
data required by this Contract (including the Exhibits) necessary to entitle the Company to
the requested payment. The Company shall send one (1) copy only of each invoice using
one of the following options:
Option 1 — E-mail one copy of each invoice to cocap(a)charlottene.gov . Company shall not
mail invoices that have been sent via e-mail.
Option 2 — Mail one copy of each invoice to
City of Charlotte Accounts Payable
PO Box 37979
Charlotte, NC 28237-7979
Attn: (Insert Department)
The City is not tax exempt from sales tax. The Company shall include all applicable State
and County sales taxes on the invoice and not combined with the cost of the goods.
Payment of invoices shall be due within thirty (30) days after the City has received all of
the following: (a) an accurate, properly submitted invoice, (b) all reports due for the month
covered by the invoice; and (c) any other information reasonably requested by the City to
verify the charges contained in the invoice. Invoices must include state and local sales tax.
10. CONTRACT MONITORING. The City shall have the right to audit the Company's
compliance with the terms and conditions of the Contract at such times as the City deems
appropriate. Unless the City elects to terminate the Contract, the Company shall develop a
written action plan to correct any Contract deficiency identified during these compliance
audits, and shall submit such plan to the City within thirty (30) days of notification of non-
compliance.
11. REPORTING. The Company shall provide such written reports of purchasing and
expenditures as may be requested by the City from time to time, including without
limitation any reports described in the Specifications.
12. AUDIT. During the term of the Contract and for a period of three (3) years after
termination or expiration of this Contract for any reason, the City shall have the right to
audit, either itself or through a third party, all books and records (including but not limited
to the technical records) and facilities of the Company necessary to evaluate Company's
compliance with the terms and conditions of the Contract or the City's payment
obligations. The City shall pay its own expenses, relating to such audits, but shall not have
to pay any expenses or additional costs of the Company. However, if non-compliance is
found that would have cost the City in excess of $5,000 but for the audit, then the Company
shall be required to reimburse the City for the cost of the audit.
13. GENERAL WARRANTIES. Company represents and warrants that:
13.1 It is a corporation duly incorporated, validly existing and in good standing under the
laws of the state of Washington, and is qualified to do business in North Carolina;
Contract No. 2017001135
Vendor No. 303668
13.2 It has all the requisite corporate power and authority to execute, deliver and perform
its obligations under this Contract;
13.3 The execution, delivery, and performance of this Contract have been duly authorized
by Company;
13.4 No approval, authorization or consent of any governmental or regulatory authority is
required to be obtained or made by it in order for it to enter into and perform its
obligations under this Contract;
13.5 In connection with its obligations under this Contract, it shall comply with all
applicable federal, state and local laws and regulations and shall obtain all applicable
permits and licenses; and
13.6 The Company shall not violate any agreement with any third party by entering into or
performing this Contract.
14. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Company represents
warrants and covenants that:
14.1 The Products and Services shall comply with all requirements set forth in this
Contract, including but not limited to the attached Exhibits;
14.2 All work performed by the Company and/or its subcontractors pursuant to this
Contract shall meet industry accepted standards, and shall be performed in a
professional and workmanlike manner by staff with the necessary skills, experience
and knowledge;
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 high-grade workmanship; and (d) in compliance with all applicable federal,
state and local laws, regulations and requirements. By "new", the City means that the item
has been recently produced and has not been previously sold or used.
Contract No.2017001135
Vendor No. 303668
Whenever this Contract states that a Product or Service shall be in accordance with laws,
ordinances, building codes, underwriter's codes, applicable A.S.T.M. regulations or similar
expressions, the requirements of such laws, ordinances, etc., shall be construed to be
minimum requirements that are in addition to any other requirements that may be stated in
this Contract.
18. DESIGN AND/OR MANUFACTURER REQUIREMENT. All Products and Services
shall meet the Specifications set forth in Section 4 of the RFP.
19. INSPECTION AT COMPANY'S SITE. The City reserves the right to inspect the
equipment, plant, store or other facilities of the Company during the Contract term from
time to time as the City deems necessary to confirm that such equipment, plant, store or
other facilities conform with the Specifications and are adequate and suitable for proper and
effective performance of the Contract. Such inspections shall be conducted during normal
business hours and upon at least three (3) days' notice to the Company (except that a store
may be inspected at any time during regular store hours without notice).
20. PREPARATION FOR DELIVERY.
20.1 Condition and Packaging. All containers/packaging shall be suitable for handling,
storage or shipment, without damage to the contents. The Company shall make
shipments using the minimum number of containers consistent with the
requirements of safe transit, available mode of transportation routing. The
Company will be responsible for confirming that packing is sufficient to assure that
all the materials arrive at the correct destination in an undamaged condition ready
for their intended use.
20.2 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. I of 4, 2 of 4, etc).
20.3 Shipping. The Company shall follow all shipping instructions included in the RFP,
the City's purchase order or in the Contract.
21. ACCEPTANCE OF PRODUCTS/SERVICES. The Products delivered under this
Contract shall remain the property of the Company until the City physically inspects,
actually uses and accepts the Products. In the event Products provided to the City do not
comply with the Contract, the City shall be entitled to terminate the Contract upon written
notice to the Company and return such Products (and any related goods) to the Company at
the Company's expense. In the event the Services provided under this Contract do not
comply with the Contract, the City reserves the right to cancel the Service and rescind any
related purchase of Products upon written notice to the Company. The remedies stated in
this Section are in addition to and without limitation of any other remedies that the City
may have under the Contract, at law or in equity.
22. GUARANTEE. Unless otherwise specified by the City, the Company guarantees the
materials and workmanship on all Products and Services for the guarantee period
associated with a specific product or services, as specified in Company documentation and
quotation. if, within the guarantee period any defects occur due to a faulty Product or
Services (including without limitation a failure to comply with the Specifications), the
Company at its expense, shall repair or adjust the condition, or replace the Product and/or
Services to the complete satisfaction of the City. These repairs, replacements or
Contract No.2017001135
Vendor No. 303668
adjustments shall be made only at such time as will be designated by the City to ensure the
least impact to the operation of City business.
23. NO LIENS. All Products shall be delivered and shall remain free and clear of all liens and
encumbrances.
24. MANUFACTURER OR DEALER ADVERTISEMENT. No manufacturer or dealer
shall advertise on Products delivered to the City without prior approval by the City.
25. RIGHT TO COVER. If the Company fails to comply with any term or condition of the
Contract or the Company's response to the RFP, the City may take any of the following
actions with or without terminating the Contract, and in addition to and without limiting
any other remedies it may have:
(A) Employ such means as it may deem advisable and appropriate to obtain the
applicable Products and/or Services (or reasonable substitutes) from a third party;
and
(B) Recover from the Company the difference between what the City paid for such
Products and/or Services on the open market and the price of such Products
and/or Services under the Contract or the Company's response to the RFP.
26. RIGHT TO WITHHOLD PAYMENT. If Company breaches any provision of the
Contract the City shall have the right to withhold all payments related to the breach due to
the Company until such breach has been fully cured.
27. OTHER REMEDIES. Upon breach of the Contract, each party may seek all legal and
equitable remedies to which it is entitled. The remedies set forth herein shall be deemed
cumulative and not exclusive and may be exercised successively or concurrently, in
addition to any other available remedy.
28. TERMINATION.
28.1 TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any
time without cause by giving sixty (60) days written notice to the Company. The
Company may terminate this Contract at any time without cause by giving one
hundred and eighty (180) days written notice to the City.
28.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to
the other party, either party may terminate this Contract upon the occurrence of one
or more of the following events:
28.2.1 The other party violates or fails to perform any covenant, provision,
obligation, term or condition contained in this Contract, provided that,
unless otherwise stated in this Contract, such failure or violation shall not be
cause for termination if both of the following conditions are satisfied: (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
28.2.2 The other party attempts to assign, terminate or cancel this Contract
contrary to the terms hereof; or
28.2.3 The other party ceases to do business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
debts as they become due, files a petition in bankruptcy or has an
involuntary bankruptcy petition filed against it (except in connection with a
reorganization under which the business of such party is continued and
Contract No. 2017001135
Vendor No. 303668
performance of all its obligations under this Contract shall continue), or if a
receiver, trustee or liquidator is appointed for it or any substantial part of
other party's assets or properties.
Any notice of default pursuant to this Section shall identify and state the
party's intent to terminate this Contract if the default is not cured within the
specified period.
28.3 ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By
giving written notice to the Company, the City may also terminate this Contract upon
the occurrence of one or more of the following events (which shall each constitute
grounds for termination without a cure period and without the occurrence of any of
the other events of default previously listed):
28.3.1 The Company makes or allows to be made any material written
misrepresentation or provides any materially misleading written information
in connection with this Contract, Company's Proposal, or any covenant,
agreement, obligation, term or condition contained in this Contract; or
28.3.2 The Company takes or fails to take any action which constitutes grounds for
immediate termination under the terms of this Contract, including but not
limited to failure to obtain or maintain the insurance policies and
endorsements as required by this Contract, or failure to provide the proof of
insurance as required by this Contract.
28.4 NO EFFECT ON TAXES, FEES, CHARGES, OR REPORTS. Any termination of
the Contract shall not relieve the Company of the obligation to pay any fees, taxes or
other charges then due to the City, nor relieve the Company of the obligation to file
any daily, monthly, quarterly or annual reports covering the period to termination nor
relieve the Company from any claim for damages previously accrued or then
accruing against the Company.
28.5 OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or
termination of this Contract, the Company shall promptly (a) return to the City all
computer programs, files, documentation, data, media, related material and any other
recording devices, information, or compact discs that are owned by the City; (b)
provide the City with sufficient data necessary to migrate to a new vendor, or allow
the City or a new vendor access to the systems, software, infrastructure, or processes
of the Company that are necessary to migrate to a new vendor; and (c) refund to the
City all pre -paid sums for Products or Services that have been cancelled and will not
be delivered.
28.6 NO SUSPENSION. In the event that the City disputes in good faith an allegation of
default by the Company, notwithstanding anything to the contrary in this Contract,
the Company agrees that it will not terminate this Contract or suspend or limit the
delivery of Products or Services or any warranties or repossess, disable or render
unusable any Software supplied by the Company, unless (i) the parties agree in
writing, or (ii) an order of a court of competent jurisdiction determines otherwise.
28.7 AUTHORITY TO TERMINATE. The City Manager or their designee is authorized
to terminate this Contract on behalf of the City.
28.8 TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration
of this Contract, the Company shall cooperate with the City to assist with the orderly
transfer of the Products, Services, functions and operations provided by the Company
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Contract No. 2017001135
Vendor No. 303668
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:
28.8.1 Working with the City to jointly develop a mutually agreed upon transition
services plan to facilitate the termination of the Services; and
28.8.2 Notifying all affected vendors and subcontractors of the Company of
transition activities;
28.8.3 Performing the transition service plan activities;
28.8.4 Answering questions regarding the Products and Services on an as -needed
basis; and
28.8.5 Providing such other reasonable Services needed to effectuate an orderly
transition to a new system.
29. NO DELAY DAMAGES. Under no circumstances shall the City be liable to the
Company for any damages arising from delay in performance for reasons other than a
Force Majeure Event.
30. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The City reserves
the right to award multiple contracts for the Products and Services required by this Contract
if the City deems multiple Contracts to be in the City's best interest.
31. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this
Contract is solely that of independent contractors, and nothing contained in this Contract
shall be construed to (i) give any party the power to direct or control the day-to-day
activities of the other; (ii) constitute such parties as partners, joint ventures, co -owners or
otherwise as participants in 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 "hrdemnitees" (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 Contact, including but not
limited to any liability caused by an accident or other occurrence resulting in bodily injury,
death, sickness or disease to any persons) 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
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Contract No. 2017001135
Vendor No. 303668
and each of the City's officers, officials, employees, agents and independent contractors
(excluding the Company); and (b) the tern "Charges" means any and all 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.
The Company agrees to purchase and maintain the following insurance coverage during the
life of the Contract with an insurance company acceptable to the City of Charlotte,
authorized to do business in the State of North Carolina:
(A) Automobile Liability: Bodily injury and property damage liability covering all
owned, non -owned, and hired automobiles for limits of not less than $1,000,000
bodily injury each person, each accident; and, $1,000,000 property damage, or
$1,000,000 combined single limit each occurrence/aggregate.
(B) Commercial General Liability: Bodily injury and property damage liability as
shall protect the Company and any subcontractor performing work under the
Contract from claims of bodily injury or property damage which arise from
performance of the Contract, whether such work is performed by the Company,
any subcontractor or anyone directly or indirectly employed by either. The
amounts of such insurance shall not be less than $1,000,000 bodily injury each
occurrence/aggregate and $1,000,000 property damage each
occurrence/aggregate or $1,000,000 bodily injury and property damage combined
single limits each occurrence/aggregate. This insurance shall include coverage
for Products, Services, completed operations, personal injury liability and
contractual liability assumed under the indemnity provision of the Contract.
(C) Workers' Compensation: Meeting the statutory requirements of the State of
North Carolina and Employers Liability - $100,000 per accident limit, $500,000
disease per policy limit, $100,000 disease each employee limit, providing
coverage for employees and owners.
The City shall be named as additional insured under the commercial general liability
insurance for operations or Services rendered under this Contract. The Company's
insurance shall be primary of any self -funding and/or insurance otherwise carried by the
City for all loss or damages arising from the Consultant's operations under this agreement.
The Company and each of its subcontractors shall and does waive all rights of subrogation
against the City and each of the Indemnitees, as defined in Section 32.
The Company shall not commence any work in connection with the Contract until it has
obtained all of the types of insurance set forth in this Form, and such insurance has been
approved by the City. The Company shall not allow any subcontractor to commence work
on its subcontract until all similar insurance required of the subcontractor has been obtained
and approved.
All insurance policies shall be with insurers qualified and doing business in North Carolina
recognized by the Secretary of State and the Insurance Commissioner's Office. The
Company shall furnish the City with proof of insurance coverage by certificates of
insurance accompanying the Contract.
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Contract No. 2017001135
Vendor No. 303668
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
discriminate on the basis of race, gender, religion, national origin, ethnicity, age or
disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or
suppliers in connection with a City contract or contract solicitation process, nor shall the
Company retaliate against any person or entity for reporting instances of such
discrimination. The Company shall provide equal opportunity for subcontractors, vendors
and suppliers to participate in all of its subcontracting and supply opportunities on City
contracts, provided that nothing contained in this clause shall prohibit or limit otherwise
lawful efforts to remedy the effects of marketplace discrimination that has occurred or is
occurring in the marketplace. The Company understands and agrees that a violation of this
clause shall be considered a material breach of this Contract and may result in termination
of this Contract, disqualification of the Company from participating in City contracts or
other sanctions.
As a condition of entering into this Contract, the Company agrees to: (a) promptly provide
to the City in a format specified by the City all information and documentation that may be
requested by the City from time to time regarding the solicitation, selection, treatment and
payment of subcontractors in connection with this Contract; and (b) if requested, provide to
the City within sixty (60) days after the request a truthful and complete list of the names of
all subcontractors, vendors, and suppliers that the Company has used on City contracts in
the past five (5) years, including the total dollar amount paid by the Company on each
subcontract or supply contract. The Company further agrees to fully cooperate in any
investigation conducted by the City pursuant to the City's Non -Discrimination Policy, to
provide any documents relevant to such investigation that are requested by the City, and to
be bound by the award of any arbitration conducted under such Policy.
The Company agrees to provide to the City from time to time on the City's request,
payment affidavits detailing the amounts paid by the Company to subcontractors and
suppliers in connection with this Contract within a certain period of time. Such affidavits
shall be in the format specified by the City from time to time
The Company understands and agrees that violation of this Commercial Non -
Discrimination provision shall be considered a material breach of this Contract and may
result in contract termination, disqualification of the Company from participating in City
contracts and other sanctions.
35. COMPANY WILL NOT SELL OR DISCLOSE DATA. The Company will treat as
confidential information all data provided by the City in connection with this agreement.
City data processed by the Company shall remain the exclusive property of the City. The
Company will not reproduce, copy, duplicate, disclose, or in any way treat the data
supplied by the City in any manner except that contemplated by this agreement.
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Vendor No.303668
36. WORK ON CITY'S PREMISES. The Company will ensure that its employees and
agents shall, whenever on the City's premises, obey all instructions and directions issued by
the City's project manager with respect to work on the City's premises. The Company
agrees that its personnel and the personnel of its subcontractors will comply with all rules,
regulations and security procedures of the City when on the City's premises.
37. BACKGROUND CHECKS. The Company agrees that it has conducted or will conduct
background checks on all personnel who will be working at the Charlotte service facility or
delivering Products or Services under the Contract. The Company will conduct such
background checks prior to the personnel commencing work hereunder, whether as part of
the Company's standard pre -employment screening practices or otherwise. The Company
will complete a background check on an annual basis for each person working at the
Charlotte facility. Background check will include at a minimum:
a. Criminal records search,
b. Identification verification; and
C. Proof of authorization to work in the United States.
The Company agrees if any personnel does not meet the background qualifications, he/she
shall not be assigned to perform Services under this Contract. The Company will notify the
City immediately if a background check reveals any conviction(s). If there is any question
as to whether any personnel meets the background qualifications, prior to assignment of
any Services under this Contract, the Company shall contact the City immediately.
38. DRUG -FREE WORKPLACE. The City is a drug -free workplace employer. The
Company hereby certifies that it has or it will within thirty (30) days after execution of this
Contract:
38.1 Notify employees that the unlawful manufacture, distribution, dispensation,
possession, or use of controlled substance is prohibited in the workplace and
specifying actions that will be taken for violations of such prohibition;
38.2 Establish a drug -free awareness program to inform employees about (i) the dangers
of drug abuse in the workplace, (ii) the Company's policy of maintaining a drug -free
workplace, (iii) any available drug counseling, rehabilitation, and employee
assistance programs, and (iv) the penalties that may be imposed upon employees for
drug abuse violations;
38.3 Notify each employee that as a condition of employment, the employee will (i)
aProposale by the terms of the prohibition outlined above, and (ii) notify the
Company of any criminal drug statute conviction for a violation occurring in the
workplace not later than five days after such conviction;
38.4 Impose a sanction on, or requiring the satisfactory participation in a drug counseling,
rehabilitation or abuse program by an employee convicted of a drug crime;
38.5 Make a good faith effort to continue to maintain a drug -free workplace for
employees; and
38.6 Require any party to which it subcontracts any portion of the work under the contract
to comply with the provisions of this Section.
A false certification or the failure to comply with the above drug -free workplace
requirements during the performance of this Contract shall be ground for suspension,
termination or debarment.
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Vendor No. 303668
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:
Kerrin Smith
Karen Ewing
Kompan, Inc.
Procurement Management Division
821 Grand Avenue Parkway
600 East Fourth Street
Pflugerville, TX 78660
Charlotte, NC 28202
Phone: 888.579.8223
Phone: 704.336.2992
Fax: 888.579.9224
Fax: 704.632.8254
E-mail: kersmi@kompan.com
E-mail: kewing@charlottene.gov
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: ewhite(a,ci.charlotte.ne.us
All other notices shall be sent to the other party's Project Manager at the most recent
address provided in writing by the other party.
40. SUBCONTRACTING. The Company shall not subcontract any of its obligations under
this Contract without the City's prior written consent. In the event the City does consent in
writing to a subcontracting arrangement, Company shall be the prime contractor and shall
remain fully responsible for performance of all obligations which it is required to perform
under this Contract. Any subcontract entered into by Company shall name the City as a
third party beneficiary.
41. FORCE MAJEURE. Neither party shall be liable for any failure or delay in the
performance of its obligations pursuant to the Contract, and such failure or delay shall not
be deemed a default of the Contract or grounds for termination hereunder if all of the
following conditions are satisfied:
If such failure or delay
A. Could not have been prevented by reasonable precaution;
B. Cannot reasonably be circumvented by the non -performing party through the use of
alternate sources, work -around plans, or other means; and
C. If, and to the extent, such failure or delay is caused, directly or indirectly, by fire, flood,
earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots,
civil disorders, rebellions or revolutions or court order.
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Vendor No. 303668
An event that satisfies all of the conditions set forth above shall be referred to as a "Force
Majeure Event." Upon the occurrence of a Force Majeure Event, the affected party shall be
excused from any further performance of those of its obligations which are affected by the
Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) the
affected party continues to use reasonable efforts to recommence performance whenever
and to whatever extent possible without delay.
Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the
other by telephone (to be confirmed by written notice within five (5) days of the inception
of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in
reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event
prevents the Company from performing its obligations for more than fifteen (15) days, the
City shall have the right to terminate the Contract by written notice to the Company.
Notwithstanding anything contained herein to the contrary, strikes, slow -downs, walkouts,
lockouts, and industrial disputes of the Company or its subcontractors shall not constitute
"Force Majeure Events" and are not excused under this provision. Nothing in the preceding
Force Majeure provisions shall relieve the successful Company of any obligation it may
have regarding disaster recovery, whether under the Contract or at law.
42. CONFIDENTIALITY. Each party shall adhere to the Confidentiality Terms stated in
Exhibit H of this Contract.
43. MISCELLANEOUS.
43.1 ENTIRE AGREEMENT. This Contract, including all Exhibits and Attachments
constitute the entire agreement between the parties with respect to the subject matter
herein. There are no other representations, understandings, or agreements between
the parties with respect to such subject matter. This Contract supersedes all prior
agreements, negotiations, representations and proposals, written or oral.
Notwithstanding the forgoing, the parties agree that the RFP and the Proposal are
relevant in resolving any ambiguities that may exist with respect to the language of
this Contract
43.2 AMENDMENT. No amendment or change to this Contract shall be valid unless in
writing and signed by the party against whom enforcement is sought. Amendments
that involve or increase in the amounts payable by the City may require execution by
a Department Director, the City Manager, or an Assistant City Manager; depending
on the amount. Some increases may also require approval by City Council.
43.3 GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the
interpretation and enforcement of this Contract, and any other matters relating to this
Contract (all without regard to North Carolina conflicts of law principles). All legal
actions or other proceedings relating to this Contract shall be brought in a state or
federal court sitting in Mecklenburg County, North Carolina. By execution of this
Contract, the parties submit to the jurisdiction of such courts and hereby irrevocably
waive any and all objections which they may have with respect to venue in any court
sitting in Mecklenburg County, North Carolina.
43.4 BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and
their successors and 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 43.8 constitutes an assignment.
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Contract No. 2017001135
Vendor No. 303668
43.5 SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or
sections contained in this Contract or the Exhibits shall not affect the validity of the
remaining portion of this Contract or Exhibits so long as the material purposes of this
Contract can be determined and effectuated. If any provision of this Contract or
Exhibit is held to be unenforceable, then both parties shall be relieved of all
obligations arising under such provision, but only to the extent that such provision is
unenforceable, and this Contract shall be deemed amended by modifying such
provision to the extent necessary to make it enforceable while preserving its intent.
43.6 NO PUBLICITY. No advertising, sales promotion or other materials of the
Company or its agents or representations may identify or reference this Contract or
the City in any manner without the prior written consent of the City.
Notwithstanding the forgoing, the parties agree that the Company may list the City as
a reference in responses to requests for proposals, and may identify the City as a
customer in presentations to potential customers.
43.7 WAIVER. No delay or omission by either party to exercise any right or power it has
under this Contract shall impair or be construed as a waiver of such right or power.
A waiver by either party of any covenant or breach of this Contract shall not
constitute or operate as a waiver of any succeeding breach of that covenant or of any
other covenant. No waiver of any provision of this Contract shall be effective unless
in writing and signed by the party waiving the rights.
43.8 CHANGE IN CONTROL. hi the event of a change in "Control" of the Company (as
defined below), the City shall have the option of terminating this Contract by written
notice to the Company. The Company shall notify the City within ten (10) days of
the occurrence of a change in control. As used in this Contract, the term "Control"
shall mean the possession, direct or indirect, of either (i) the ownership of or ability
to direct the voting of, as the case may be fifty-one percent (51%) or more of the
equity interests, value or voting power in the Company or (ii) the power to direct or
cause the direction of the management and policies of the Company whether through
the ownership of voting securities, by contract or otherwise.
43.9 NO BRIBERY. The Company certifies that neither it, any of its affiliates or
subcontractors, nor any employees of any of the forgoing has bribed or attempted to
bribe an officer or employee of the City in connection with this Contract.
43.10 FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The
Company agrees to make itself aware of and comply with all local, state and federal
ordinances, statutes, laws, Hiles and regulations applicable to the Services. The
Company further agrees that it will at all times during the term of this Contract be in
compliance with all applicable federal, state and/or local laws regarding employment
practices. Such laws will include, but shall not be limited to workers' compensation,
the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA),
the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to
the work.
43.11 TAXES. The Company shall pay all applicable federal, state and local taxes which
may be chargeable against the Products and/or Services.
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Contract No. 2017001135
Vendor No. 303668
43.12 SURVIVAL OF PROVISIONS: Those Sections of the Contract and the Exhibits,
which by their nature would reasonably be expected to continue after the termination
of the Contract shall survive the termination of the Contract, including but not limited
to the following:
Section 3
"Term"
Section 12
"Audit"
Section 13
"General Warranties"
Section 14
"Additional Representations and Warranties"
Section 22
"Guarantee"
Section 27
"Other Remedies"
Section 28
"Termination"
Section 32
"Indemnification"
Section 33
"Insurance"
Section 39
"Notices"
Section 42
"Confidentiality"
Section 43
"Miscellaneous"
43.13 NON -APPROPRIATION OF FUNDS. If City Council does not appropriate the
funding needed by the City to make payments under this Contract for a given fiscal
year, the City will not be obligated to pay amounts due beyond the end of the last
fiscal year for which funds were appropriated. In such event, the City will promptly
notify the Company of the non -appropriation and this Contract will be terminated
at the end of the last fiscal year for which funds were appropriated. No act or
ornission by the City, which is attributable to non -appropriation of funds shall
constitute a breach of or default under this Contract.
43.14 E-VERIFY. Company shall comply with the requirements of Article 2 of Chapter
64 of the North Carolina General Statutes, and shall require each of its
subcontractors to do so as well.
43.15 IRAN DIVESTMENT ACT. Company certifies that: (i) it is not identified on the
Final Divestment List or any other list of prohibited investments created by the NC
State Treasurer pursuant to N.C.G.S. 147-86.58; (ii) it will not take any action
causing it to appear on any such list during the tern of this Contract; and (iii) it will
not utilize any subcontractor that is identified on any such list to provide goods or
Services hereunder.
43.16 PRE -AUDIT. No pre -audit certificate is required under N.C. Gen. Star. 159-28(a)
because this Contract is for an indefinite quantity with no minimum purchase
requirement. Notwithstanding anything contained herein to the contrary, this
Contract does not require the City to purchase a single Product or service, and a
decision by the City to not make any purchase hereunder will violate neither this
Contract nor any implied duty of good faith and fair dealing. The City has no
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Contract No.2017001135
Vendor No. 303668
financial obligation under this Contract absent the City's execution of a valid and
binding purchase order or contract addendum containing a pre -audit certificate."
43.17 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Company agrees to comply with all applicable
provisions of Title 2, Subtitle A, Chapter 11, Part 200 — Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards
contained in Title 2 C.F. R. § 200 et seq.
43.18 COUNTERPARTS.
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]
19
Contract No. 2017001/35
Vendor No. 303668
IN WITNESS WHEREOF, and in acknowled.oment 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:
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TITLE:
DATE:
CITY OF CHARLOTTE
CITY MANAGER'S OFI
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TITLE: C F
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CITY OF CHARLOTTE
RISK MANAGEMENT DIVISION:
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TITLE: S `L
DATE: I/
20
Item No.
Description
Diameter
Price
Steel Frame, 8000 Series, Double Tier Hexagonal, with
511-8032D-MR29
Metal Roof and Tongue & Groove Roof Decking
32'
$27,272
SII-8516P
Pittsburgh, 8500 Series, Octagonal Shelter, All Steel with 24
16'
Guage Pre -Cut Metal Roof
$9,997
Pittsburgh, 8500 Series, Octagonal Shelter, All Steel with 24
SII-8524P
Guage Pre -Cut Metal Roof
24'
$16,363
Steel Frame, 8500 Series, Octagonal Shelter with Fiberglass
SII-8516-FS
Shingles & Tongue & Groove Roof Decking
16'
$10,139
Steel Frame, 8500 Series, Octagonal Shelter with Fiberglass
SII-8524-FS
Shingles & Tongue & Groove Roof Decking
24'
$17,191
Steel Frame, 8500 Series, Octagonal Shelter with Metal
SII-8516-MR29
Roof and Tongue & Groove Roof Decking
16'
$10,935
Steel Frame, 8500 Series, Octagonal Shelter with Metal
SII-8524-MR29
Roof and Tongue & Groove Roof Decking
24'
$18,226
Pittsburgh, 8500 Series, Octagonal Shelter, All Steel with 24
SII-8524DP
Guage Pre -Cut Metal Roof
24'
$18,592
Pittsburgh, 8500 Series, Octagonal Shelter, All Steel with 24
SII-8532DP
Guage Pre -Cut Metal Roof
32'
$28,164
Steel Frame, 8500 Series, Double Tier Octagonal w
511-8524D-FS
Fiberglass Shingles & Tongue & Groove Roof Decking
24'
$17,168
Steel Frame, 8500 Series, Double Tier Octagonal w
SII-8532D-FS
Fiberglass Shingles & Tongue & Groove Roof Decking
32'
$29,285
Steel Frame, 8500 Series, Double Tier Octagonal, with
SII-8524D-MR29
Metal Roof and Tongue & Groove Roof Decking
24'
$20,055
Steel Frame, 8500 Series, Double Tier Octagonal, with
SII-8S32D-MR29
Metal Roof and Tongue & Groove Roof Decking
132'
$32,040
Prices do not include freight, installation or engineered drawings
3/8/2017 4 OF 4
Item No.
Description
Price
FRN-CADENCE
13 Note Tenor Marimba
In Ground
$3,790.00
FRN-CONTRABASSCHIMES
7 Aluminum Chimes
In Ground
$5,678.00
FRN-DUET
18 Note Resonated
Xylophone/Marimba
In Ground
$3,726.00
FRN-IMBARIMBA
22 Note Resonated Marimba
In Ground
$4,682.00
FRN-LILYPADCYMBALS
10 Note Aluminum Discs
In Ground
$2,800.00
FRN-MANTARAY
36 Note Metallophone
In Ground or Surface Mount
$4,695.00
FRN-PAGODABELLS
8 Stainless Steel Bells
In Ground
$3,718.00
FRN-PEGASUS
23 Note Resonated Metallophone
In Ground
$4,549.00
FRN-SWIRL
26 Note Resonated Metallophone
In Ground
$5,652.00
FRN-TUNEDDRUMS
Set of 5 PVC Hand Drums -Normal
In Ground
$3,218.00
FRN-TODDTUNEDDRUMS
Set of 5 PVC Hand Drums -Toddler
In Ground
$3,609.00
FRN-YANTZEE
10 Bass Note Resonated Metallophc
In Ground
$4,308.00
FRN-ARIA
9 Note Non -resonated Xylophone
In Ground
$1,938.00
FRN-GRIFFIN
11 Note Resonated Metallophone
In Ground
$3,252.00
FRN-JACK
11 Note Resonated Metallophone
on molded plastic frame
In Ground
$2,585.00
FRN-DILL
11 Note Resonated Marimba
In Ground
$2,585.00
FRN-MELODY
9 Note Resonated Xylophone
In Ground
$1,783.00
FRN-MERRY
11 Note Resonated Metallophone
In Ground
$2,619.00
FRN-RHYTHM
9 Note Resonated Marimba
In Ground
$1,783.00
FRN-PIPER
11 Note Resonated Marimba,
fiberglass keys
In Ground
$2,602.00
ENSEMBLES
FRN-WEENOTES
Griffin, Merry & Piper
3 Weenotes
$7,702.00
FRN-STARTER
Duet, Drums & Yantzee
3 Instruments
$10,175.00
FRN-DELUXE
Imbarimba, Swirl, Yantzee, Drums
4 Instruments
$15,922.00
FRN-PREMIUM
Contrabass Chimes, Imbarimba,
Swirl, Pegasus, Drums
5 Instruments
$21,194.00
FRN-SCULPTURAL
Contrabass Chimes, Lilypad
Cymbals, Manta Ray, Swirl, Pagoda
Bells & Aria
6 Instruments
$21,896.00
Prices do not include freight or installation
3/8/2017 1 OF 1
STATE
DESCRIPTION
RATE
INSTALLATION
Installation of Park Benches
$270.00
INSTALLATION
Installation of Picnic Tables
$310.00
INSTALLATION
Installation of Litter Receptacles
$230.00
INSTALLATION
Installation of Bike Racks
$425.00
INSTALLATION
Installation of Swing Benches
$540.00
INSTALLATION
Installation of Planters
$310.00
Rates are a maximum allowable percentage rate under the contract.
Minimum Installation Fee of $S,000.00
Installation rates do not include Prevailing Wages. Please ask for a quote with Prevailing Wage
Rates, if applicable.
Unless otherwise noted in the quote, the installation charge includes the below:
Receiving shipment on site and off-loading equipment
Layout and excavation of footing holes for equipment provided by KOMPAN
Assembly of equipment provided by KOMPAN
Concrete footings (where applicable)
Below is a list of services that are not automatically included in the quote for
product installation, but may be available for an extra charge
Please inquire with your local KOMPAN sales associate for details:
Off -site disposal of packaging from delivered equipment
Removal of excavated soil from site
Additional site excavation not involving equipment footings
Permits
Storage of Equipment
Site Fence —Security
Installation in stages
Non-standard working hours (i.e. nights, weekends, holidays)
Unless otherwise noted, the quoted installation charge assumes the following
site conditions:
Adequate access to the site for vehicles and equipment
A flat, level site (less than 1%grade) with no existing surfacing,
drain rock, or other landscaping material
Clear markings of play site borders and finished grade height
Good soil conditions for excavation (i.e. no large rocks,
tree roots, underground structures, etc.)
All underground utilities marked clearly by customer prior to installation
crew arriving on site and without those utilities interfering
with necessary footing holes
If products are ordered as "surface mount' and will be anchored to an existing
concrete slab, that the slab meets the thickness and strength
requirements associated with the equipment.
�IIf any of the above site conditions are not met, this may result in an inability to complete the
installation and/or may result in additional installation charges.
3/8/2017 1 OF 1
Contract No. 2017001135
Vendor No. 303668
EXHIBIT B
INSTALLATION FEES
The following Installation Fees are an Exhibit to and are incorporated into the Contract to
provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories
and Related Products and Services (the "Contract") between the City of Charlotte and
Kompan, Inc.
22
Contract No. 2017001135
Vendor No. 303668
EXHIBIT C
NATIONAL NETWORK OF DISTRIBUTORS AND INSTALLERS
The following National Network of Distributors and Installers is an Exhibit to and are
incorporated into the Contract to provide Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products and Services (the "Contract")
between the City of Charlotte and Kompan, Inc.
23
U.S. Communities Supplier Information Section 7 (continued)
• By partnering with best in class suppliers of site amenities, surfacing and other associated
playground products, KOMPAN ensures that we always offer the best quality and highest
technologically advanced products in their class to the market.
1. Identify your company's authorized distributors and installers by U.S. state:
KOMPAN's Authorized Distributors by U.S. state
Distributor (Agency Partner)
Territory by State
ABC Playgrounds
Arkansas
All Play+
Pennsylvania
American Athletix
Ohio, Michigan
Creative Recreational Design, Inc.
New Mexico
Custom Playground Solutions
Missouri
Highwire
Washington, Hawaii, Alaska
Imagine Nation
Illinois, Iowa
K2 Recreation
Oregon, Idaho, Washington
Latta's
West Virginia
Meaning 2 Play
South Carolina
Playspace Design
Utah, Idaho, Montana, Nevada
Practice Sports
Nebraska
Recreation Insights
Kentucky, Indiana
Recreation Republic
California
Summit Recreation
Colorado, Wyoming
Ultimate Playgrounds
Wisconsin, Minnesota, North Dakota, South Dakota
Versa Sport
Kansas
Scope of Services Section 4
All equipment must be IPEMA Certified. Certification must be included with your proposal submission.
IPEMA certificates for the sample playgrounds are attached, labeled Exhibit 28
4.7 Installation.
All Products provided under this Contract that require assembly and installation should be performed by the
awarded manufacturers' certified installers. Company must provide the names and addresses of each
certified installer/subcontractor by geographical area.
WEST ZONE
Installer Name
Installer Address
1747 Colgate Dr. Thousand Oaks, California
PSI
91360
4285 Parkdale Lane, Santa Maria, California
Central Coast Playgrounds
93455
1372 East Valencia Drive, Fullerton, California
Cicero Engineering
92831
Who Built Creative
P.O. Box 5207, Petaluma, California 94955
Zasuetta Contracting Inc.
Po Box 866, Spring Valley, California 91976
1310 Sierra Oaks Lane, Colfax, California
Recreation Science
95713
2328 N. Batavia Street, Orange County,
T.J Janca Construction Inc.
California 92865-2026
980 Memorex Dr. Santa Clara, California
Playgrounds Unlimited
95050
43407 Tylman Street, Temecula, California
Perpetual Parks and Playgrounds
95292
PO Box 80784, Rancho Santa Margarita,
Creative Contractors
California 92688
(list continued next page...)
Scope of Services Section 4 (continued)
WEST ZONE
Installer Name
Installer Address
Creekmore Recreation Specialists
3203 California Ave, Carmichael, California
95608
K2 Recreation Inc.
7227 N Philadelphia St #403, Portland, Oregon
97203
Takamine Construction
851 Leilani Street, Hilo, Hawaii 96720
Cascade Mini Excavating Inc.
1266 Bay Loop Southwest, Tumwater,
Washington 98512
Cascadian Landscaping
21510 NW Farm Park Dr. Hillsboro, Oregon
97124
Community Playgrounds
200 Commercial, Vallejo, California 94589
G.R. Morgan Construction
10536 S.W. 25th Avenue, Portland, Oregon
97219
Goto Construction Inc.
42-273 Old Kalanianaole Hwy, Kailua, Hawaii
96734
Jayne's Brothers
704 Cayo Grande Court, Newbury Park,
California 91320
R&R Construction Inc.
P.O. Box 8236, Bonney Lake, Washington
98390
Playco Park Builders Inc.
155 South Garrison Street, Lakewood,
Colorado 94954
Progressive Playgrounds
1.21.3 S4 N. 3rd Street, Parker, Colorado 80134
Quality Time Recreation
PO Box 471, Clearfield, Utah 84089
(list continued next page...)
Scope of Services Section 4 (continued)
CENTRAL ZONE
Installer Name
Installer' Address
Midwest Playground Contractors
500 N. Pine St Suite 104, Chaska, Minnesota 55318
PG Playgrounds
5615 E. Huffman Drive, Kechi, Kansas 67067
Pro Installation Plus
5807 Hibiscus' Trail, Crystal Lake, Illinois 60012
Vela Construction
24830 Outer Dr, Lincoln, Michigan 48146
Versasport
2705 N. Pepper Ridge, Wichita, Kansas 67205
EASTERN ZONE
Installer Name
Installer Address
Avon Corporation
5621 Vine Street, Alexandria, Virginia 22310
Buzz Burger Inc.
500 S Whitehorse Rd, Phoenixville, Pennsylvania
19428
Custom Park Services
8019 E. Old Jessup Road, Jessup, Maryland 20794
Gassner Contracting
122 Markle Road, Belle Vernon, Pennsylvania 15012
Green Acres Lands", pe nt C{}nst..ruction Co. Inc.
71, Ma�16P�143r °^,'�:rP-;f;t, Lakeville, O M7
Level Ground
625180th Street, Middle Village, New York 11.379
Meaning 2 Play
106 Casco Bay Rd, Irmo, South Carolina 29063
P&J Lawn Landscaping Inc.
P.Q. Box 104, Harwington, Connecticut 06791
(list continued next page...)
Scope of Services Section 4 (continued)
EASTERN ZONE
installer Name
Installer Address
P&P Installations
617 Tim Hill Rd (P.O Box 222), Marathon, New York
13803
Pat Corsetti Inc.
610 Fenimore Ave, Mamaroneck, New York 10543
Playtime Installs LLC
501 Maplewood Ave., Mohnton, Pennsylvania 19540
Probuilt
P.O. Box 991, Marshfield, Massachusetts 02050
Reale Associates Inc.
PO Box 2316, Ocean Bluff, Massachusetts 02065
Reese Construction
3720 Lucky Dr. Apex, North Carolina 27539
Rich Picerno Builders
500 Hoiles Drive, Kenilworth, New Jersey 07033
UA Construction
71 West 23rd Street, New York, New York 10010
Dicarlo Home Improvements
9974 Blackberry Lane, Great Falls, Virginia 22066
MULTIPLE ZONE
Installer Name
installer Address
Evans Recreation
P.O. Box 42607, Las Vegas, Nevada 89116
Playgrounds of the Rockies
3295 South Fairplay St, Aurora, Colorado 80014
Greeii Arjvs,x & Construction LU.
5333 Richmond Ave 41"', Hulii ovi, 1'exas 77O56
JP and Sons Contracting Inc.
18937 E Via Del Verde, Queen Creek, Arizona 85142
Michigan Recreational Construction Inc. (MRC)
P.O. Box 2127, Brighton, Michigan 48116
Precision Playgrounds Holdings
6440 Southpoint Parkway, Floor 3, Jacksonville,
Florida 32216
The Playground Guys Inc.
5600 SE Lamay Drive, Stuart, Florida 34997
Contract No. 2017001135
Vendor No.303668
EXHIBIT D
FREIGHT RATE SCHEDULES
The following Freight Rate Schedules are an Exhibit to and are incorporated into the Contract to
provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and
Related Products and Services (the "Contract") between the City of Charlotte and Kompan, Inc.
All freight charges are prepaid to the carrier by KOMPAN and added to the invoice as a separate
line item to the customer.
Contract No. 2017001135
Vendor No. 303668
EXHIBIT E
PRODUCT WARRANTIES
The following Product Warranties are an Exhibit to and are incorporated into the Contract
to provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories
and Related Products and Services (the "Contract') between the City of Charlotte and
Kompan, Inc.
25
Scope of Services Section 4 (continued)
4.12 Warranty.
Proposals should address each of the following:
1. Applicable warranty and/or guarantees of equipment and installations including any conditions and
response time for repair and/or replacement of any components during the warranty period.
Warranty documents for all proposed products attached.
Warranty Response Time
Product
Response Time
KOMPAN Playgmund yuttJdiae: v
4 - Izuroness day:`<
KOMPAN Outdoor Fitness Equipment
4 -8 business days*
Engineered Wood Fiber
5 business days
Pour In Place Rubber
5-10 business days
Rubber Mulch
5 business days
Artificial Turf
5-10 business days
Rubber Tiles
5-10 business days
Site Amenities
5-10 business days
Shelters
5-10 business days
Shades
5-10 business days
Installation Services
1- 3 business days
*For customized or discontinued products
additional time may be required.
2. Warranty period start date. The City desires the warranty start at the time of substantial completion.
KOMPAN's Warranty period start date will be at time of substantial completion.
3. Availability of replacement parts.
Replacement parts will at the minimum, be available for the duration of the warranty period.
4. Life expectancy of equipment under normal use.
KOMPAN has been producing playground equipment since the 1970's and we still have some equipment in the
field from that time period. Local climate conditions, maintenance, and usage can affect the life expectancy of
equipment. Equipment is built to last through several generations, and can last over 20 years if properly
maintained.
The life expectancy of surfacing products is based on the climate, environment, proper drainage, usage and
maintenance. The minimum life expectancy matches the number of years the product is under warranty. Site
amenities have varied life expectancy based upon the type of materials and the care and maintenance of the
product. The minimum life expectancy matches the number of years the product is under warranty.
5. Detailed information as to proposed return policy on all equipment.
Except as agreed to in writing, all items of Product returned will be subject to inspection and approval by
KOMPAN prior to acceptance and will result in a restocking charge for all costs associated with the return, but
not less than 50% of the full list price of such returned KOMPAN items or 75%for custom or third party items
Contract No. 2017001135
Vendor No. 303668
EXHIBIT F
SCOPE OF SERVICES
The following Scope of Work is an Exhibit to and incorporated into the Contract to provide
Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and
Related Products and Services (the "Contract') between the City of Charlotte and Kompan,
Inc.
4. SCOPE OF SERVICES.
4.1 General Scope.
The Company shall provide various Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products and Services that meets
or exceeds the following requirements to the City and Participating Public Agencies
nationwide.
Participating Public Agencies may have additional specific requirements that might
not be a requirement of the Lead Public Agency. The Company agrees to provide
additional information or documentation to Participating Public Agencies as may be
required per the Master Intergovernmental Cooperative Purchasing Agreement
(between the Lead Public Agency and the Participating Public Agency).
4.2 Product Standards and Guidelines.
It is essential that all Playground Equipment, Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services be in compliance with all
current and applicable Consumer Product Safety Commission (CPSC), Americans
with Disabilities Act (ADA) and ADA Accessibility Guidelines (ADAAG), and
ASTM Standards and other applicable laws and regulations in the state of North
Carolina or in accordance with the laws and applicable purchasing policies of the
State and locality where the Participating Public Agencies exists.
Manufacturers must be a member of the International Play Equipment Manufacturers
Association (IPEMA) and ISO 9001 and 14001 certified. All equipment must be
IPEMA Certified and meet all current American Society of Testing and Materials
(ASTM), Consumer Product Safety Commission (CPSC), and IPEMA standards.
4.2.1 American Society for Testing and Materials (ASTM):
ASTM-F1487- 11 Standard Consumer Safety Performance
Specification for Playground Equipment for
Public use.
ASTM-F 1292-13 Standard Specification for Impact Attenuation of
Surface Systems within the Use Zone of
Playground Equipment.
ASTM 1951-09 Standard Specifications for Determination of
Surface Systems Under and Around Playground
Equipment.
FM
Contract No. 2017001135
Vendor No. 303668
ASTM F2049-11 Fences/Barriers for Public, Commercial, and
Multifamily Residential Use Outdoor Play
Areas.
ASTM F2075 Standard Specifications for Engineered Wood
Fiber for Use as a Playground Safety Surface
and Around Playground Equipment.
4.2.2 Printed Handbook for Public Playground Safety (CPSC)
Equipment must meet all guidelines stated in the "Handbook for Public
Safety" published by the Consumer Product Safety Commission. Copies of
publication No. 325 may be obtained from U.S. Consumer Product Safety
Commission, Washington, DC 20207.
4.2.3 International Play Equipment Manufacturers Association (IPEMA)
IPEMA provides third -party Product Certification services for U.S. and
Canadian public play equipment and U.S. public play surfacing materials.
The services provide for the validation of a participant's certification of
conformance to the standards referenced above. Both certifications are
administered by Detroit Testing Laboratory, Inc. For more information on
certification and membership, visit IPEMA's website at: www.ipema.org.
All equipment must be IPEMA Certified. Certification must be included
with your proposal submission.
4.3 Environmental Purchasing Requirements.
The Company must provide documentation of their environmental sustainability
policies, measures, and initiatives with their Proposal response per Section 2.6.15 and
Section 7 - U.S. Communities Requirements of this REP.
4.4 New Products and Services.
New Products and Services may be added to the resulting Contract(s) during the tern
of the Contract by written amendment, to the extent that those Products and Services
are within the scope of this RFP and include, but will not be limited to, new Product
added to the Manufacturer's listing offerings, and services which reflect new
technology and improved functionality. All requests are subject to review and
approval of the City of Charlotte.
4.5 Replacement Parts.
The Company must stock replacement parts for a minimum of 15 years on all play
systems and provide parts within two (2) weeks (14 calendar days) from the time an
order is placed by the Participating Public Agency. Some parts may take longer than
two weeks, and that will be communicated at the time the order is placed.
4.6 Surfacing Material.
Surfacing Material must meet all guidelines stated in the Handbook for Public
Playground Safety, and most current versions of ASTM-F 1292-13, F2075-15, F3012-
14, and all other applicable ASTM standards and guidelines as certified by an
independent laboratory conforming to IPEMA safety standards as identified for the
playground industry.
27
Contract No.2017001135
Vendor No. 303668
4.7 Installation.
All Products provided under this Contract that require assembly and installation
should be performed by the awarded manufacturers' certified installers. Company
must provide the names and addresses of each certified installer/subcontractor by
geographical area.
All work must be performed according to the standards established by the terms,
specifications, drawings, and construction notes for each project, and meet
manufacturer's specifications and industry standards. It shall be the obligation of the
Installer to obtain clarification from the Project Coordinator concerning questions or
conflicts in the specifications, drawings and construction notes in a timely manner as
to not delay the progress of the work.
4.8 Design.
The Company must have the capability to recommend and design appropriate play
systems/structures to fit the need of the site for age groups to be determined by
Participating Public Agency. Company must provide drawings (plan and elevation)
of all pertinent aspects of the play equipment and its method of connection to the
work. Final playground layout drawings shall be to scale and legible and must show
location of play equipment and dimensions of use zones. All designs shall indicate
ADA accessible routes, and percentage of ADA accessible components.
4.9 Project Management.
The Company must have the ability to provide project management services to help
Participating Agencies complete their projects on -time and within budget.
4.10 Safety.
The Company and installers or subcontractors performing services for Charlotte -
Mecklenburg are required and shall comply with all Occupational Safety and Health
Administration (OSHA), State and County Safety and Occupational Health Standards
and any other applicable rules and regulations. The Company and subcontractors
shall be held responsible for the safety of their employees and any unsafe acts or
conditions that may cause injury or damage to any persons or property within and
around the work site area under this contract.
4.11 Literature and Catalogs.
The Company will be required to furnish and/or update all price lists, listings, color
charts and other literature as requested within fifteen (15) days after notification of
award. All catalogs may be electronic versions.
4.12 Warranty.
The Company should address each of the following:
1. Applicable warranty and/or guarantees of equipment and installations
including any conditions and response time for repair and/or replacement of
any components during the warranty period.
2. Warranty period start date. The City desires the warranty start at the time of
substantial completion.
3. Availability of replacement parts.
4. Life expectancy of equipment under normal use.
5. Detailed information as to proposed return policy on all equipment.
4.13 Lead Time and Delivery.
NI
Contract No. 2017001135
Vendor No. 303668
1. Company must provide a four (4) week lead time on limited number of
configurations, with no up charge. Participating Public Agencies should consult
with their local Sales Representative for Lead times for specific products as times
vary based upon type of product.
a. Most of the Company's bestselling Products are stocked in our
Middletown, Pennsylvania storage facility and can be shipped for
immediate delivery — one to seven days, dependent upon the delivery
location.
b. 64% of the Company's Products will be shipped for delivery from the
east coast within five weeks.
c. 26% of the Company's Products will be shipped for delivery from the
east coast within eight weeks.
d. The remaining 10% of the Company's Products have delivery times
that are dependent on the customizations, color and material selections
as these Products are highly specialized and a result of project
collaboration with the customer.
2. Deliveries may be made typically between the hours of 8:30 a.m. and 3:30 p.m.,
local time, on regular business days unless other arrangements have been made.
Delivery location shall be stated on each purchase order issued by Participating
Agencies.
3. The Company will ensure that all items are delivered fully assembled or
assembled by vendor or its designated subcontractor on site as may be designated
by the Participating Public Agency. The Company will assure that all items are
packed in accordance with prevailing commercial practices and delivered and
assembled and installed in the first class condition.
4. When the purchase order calls for delivery to a specific location (other than door
delivery) the vendor will deliver in accordance with the delivery instructions
provided by the Participating Public Agency and shall perform inside delivery,
assembly, set in place in proper location, make ready for use and remove all
debris.
5. The Company shall authorize immediate replacement of any item that has been
damaged in transit.
6. If deliveries are required in the evenings or weekends, or designated holidays,
special installation charges will be negotiated. It is expected that the pricing will
be fair and reasonable based upon specific requirements.
4.14 Optional Work.
Company will be required to provide quotations on a case -by -case basis for optional
related work such as, but not limited to, removal and/or reinstallation of Playground
& Fitness Equipment, timbers, and fencing as may be required to provide a full
turnkey solution to Participating Public Agencies.
4.15 Material Specifications.
Equipment material specifications may vary between cities, counties, schools and
states. Each Participating Entity will provide required specifications to include, but
not be limited to, acceptable material, finish, diameters, thickness, gage, and angles
of all components when placing orders or as necessary.
29
Contract No.2017001135
Vendor No. 303668
4.16 Additional Requirements.
The Company may be required and agrees to comply with additional state, or local
laws and policies of the individual Participating Public Agencies.
4.17 Performance Bond.
The Company may be required to provide a performance bond as required by
Participating Public Agencies for each project as required by local or state laws and
policies.
4.18 Reports.
The Company must maintain all records in compliance with federal and state
regulations. A statistical report and an annual tabulated report must be submitted
electronically to the Lead Public Agency upon request.
4.19 Pricing.
The Company must submit a cost proposal fully supported by data adequate to
establish the reasonableness of the proposed fee. One (1) firm fixed percentage
discount off of a verifiable list price for each category (defined in Section 1.3): 1)
Playground Equipment (including components, replacement parts); 2) Outdoor
Fitness Equipment: 3) Site Accessories; 4) Surfacing Materials; 5) all other related
Products (Shade Structures, Skate Parks, and other categorized Products); and 6)
Services offered by the Company, for the life of the contract is preferred.
Prices must include manufacturer mark up, profit, item cost and storage to allow each
customer the ability to calculate and verify discount. All manufacturer price lists
must be identified in the Proposal response.
Proposals must include an itemized list of any Products and Services that the
Company intends to include in the Master Agreement and assume responsibility for
as prime contractor, but are offered by the individual authorized distributors and not
included in the Company's catalog. The list must identify the distributors name and
location that offers each product and service included. The Company shall be the
prime contractor and remain solely responsible for contractual performance, and
reporting, per Section 2.6.7 of this REP for any Products and Services offered by the
authorized distributor.
Proposals shall not include Products and Services the Company does not intend to
offer, or take responsibility for, as prime contractor.
4.19.1 Volume Discounts: Please include any volume discounts offered to the Lead
Public Agency and Participating Public Agencies.
4.19.2 Rebates: Please include any rebates offered to Lead Public Agency and
Participating Public Agencies..
4.19.3 Product, Design and Price Comparison.
For comparison purposes only, the Company must provide the following
information for the three (3) sample playground designs included in Section
6, Form 4:
1. Cost breakdown of all components using proposed discounts and list
prices;
2. Manufacturer Price List ID
HE
Contract No. 2017001135
Vendor No.303668
3. Three dimensional drawings
4. Number of kids that can use the playground;
S. Total number of play components:
• Number of ground level components
• Number of accessible ground level components
• Number of elevated components
• Number of accessible elevated components
6. Play Structure Size
7. Deck Sizes
8. Diameter of Uprights
9. Color options
10. Minimum time needed from date of design to delivery of equipment.
4.20 Installation.
Company response must include a defined installation fee program. If a percentage of
total dollar amounts of each order are proposed, the Company must submit one (1)
fixed percentage for all installation services for all Participating Public Agencies,
regardless of location, for the life of the contract.
4.21 Shipping and Delivery.
Company must include a defined shipping program with their Proposal responses. If
shipping is charged separately, only the actual cost of the freight may be added to an
invoice. Shipping charges calculated as a percentage of the product price cannot be
used.
1. Unless specifically stated otherwise in the "Shipping Program" included in
the Company's Proposal response, all prices quoted must be F.O.B.
destination with freight prepaid by the Company.
2. Additional costs for expedited deliveries may be added.
3. Selection of a carrier for shipment will be the option of the Participating
Public Agency paying for said shipping.
4.22 Price Adjustments.
All proposed pricing shall remain firm for the first year of the subsequent
Contract (through June 30, 2018). Company may request price increases for
consideration at least sixty (60) days prior to each anniversary of the Contract
effective date. All requests must be submitted in writing to City of Charlotte
Procurement Management along with documentation of bona fide materials and labor
increases for the cost of Products. No adjustments shall be made to compensate a
Company for inefficiency in operation or for additional profit. Price decreases shall
be accepted at any time during the term of the contract.
4.23 References.
Proposals must include a minimum of five (5) customer references (see Section 6,
Form 7) that Company has provided products and services similar to those outlined in
this RFP.
4.24 Prevailing Wages.
Company must comply with the prevailing wage requirements of each state. Please
include any exceptions to this requirement in your proposal response, per Section
2.6.12 of the RFP.
31
Contract No. 2017001135
Vendor No. 303668
EXHIBIT H
CONFIDENTIALITY TERMS
This Exhibit H is an exhibit to the Contract to Provide Playground Equipment, Outdoor Fitness
Equipment, Surfacing, Site Accessories and Related Products and Services (the "Contract")
between the City of Charlotte, a North Carolina municipal corporation (the "City"), and
Kompan.Inc., a corporation doing business in North Carolina (the "Company"). Unless otherwise
stated in this Exhibit, the defined terms stated herein shall have the same meanings ascribed to
them in the main body of the Contract.
1. CONFIDENTIAL INFORMATION. "Confidential Information" means any information, in
any medium (whether written, oral or electronic), obtained from the City or the Company or
any of their respective suppliers, contractors or licensors which falls within any of the
following general categories:
1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the
City or the Company or any of their respective suppliers, contractors or licensors: (a)
that derives value from being secret; and (b) that the owner has taken reasonable steps to
keep confidential. Examples of trade secrets include information relating to proprietary
software, new technology, new products or services, flow charts or diagrams that show
how things work, manuals that tell how things work and business processes and
procedures.
1.2. Information marked "Confidential" or `Proprietary. "
1.3. Information relating to criminal investigations conducted by the City, and records of
criminal intelligence information compiled by the City.
1.4. Any attorney / client privileged information disclosed by either party.
1.5. 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 ofpublic record under North Carolina law.
1.6. Personal identijying information about individuals that the City is prohibited from
disclosing by law, including:
(a) Social security or employer taxpayer identification numbers.
(b) Drivers license (drivers license numbers are not included if the number appears on
law enforcement records), State identification card, or passport numbers.
(c) Checking account numbers.
(d) Savings account numbers.
(e) Credit card numbers.
(f) Debit card numbers.
(g) Personal Identification (PIN) Code as defined in G.S. 14-113.8(6).
(h) Digital signatures.
(i) Any other numbers or information that can be used to access a person's financial
resources.
(j) Biometric data.
(k) Fingerprints.
(1) Passwords.
1.7. The security features of the City's electronic data processing systems, information
technology systems, telecommunications networks, and electronic security systems,
33
Contract No. 2017001135
Vendor No. 303668
including passwords, security standards, security logs, procedures, processes,
configurations, software and codes.
1.8. Local tax records of the City that contain information about a taxpayer's income or
receipts.
1.9. Any data collected from a person applying for financial or other types of assistance,
including but not limited to their income, bank accounts, savings accounts, etc.
1.10. Building plans of City -owned buildings or structures, as well as specific details of
public security plans.
1.11. Billing information of customers compiled and maintained in connection with the City
providing utility services.
1.12. Plans to prevent or respond to terrorist activity, including vulnerability and risk
assessments, potential targets, specific tactics or specific security or emergency
procedures, the disclosure of which would jeopardize the safety of government
personnel or the general public or the security of any governmental facility, structure
or information storage system(s).
1.13. Other information that is exempt from disclosure under the North Carolina public
records laws.
The information described in Sections 1.1 through 1.13 is a subcategory of Confidential
Information called "Highly Restricted Information." Highly Restricted Information is subject to
all requirements applicable to Confidential Information, but is also subject to additional
restrictions as set forth in this Exhibit H.
The parties acknowledge that Confidential Information includes information disclosed prior to
execution of this Contract as well as information disclosed after execution.
Notwithstanding the above, contracts between the Company and the City are not Confidential
Information and will be considered public records, except for attached exhibits that: (a) meet the
legal requirements for trade secrets; and (b) are clearly identified as such.
2. RESTRICTIONS AND REQUIREMENTS. Each party shall comply with the following
restrictions and requirements regarding Confidential Information:
2.1. Neither party shall copy, modify, enhance, compile or assemble (or reverse compile or
disassemble), or reverse engineer Confidential Information, except as authorized by
written agreement of the parties or by the written consent of the other party.
2.2. Neither party shall, directly or indirectly, disclose, divulge, reveal, report or transfer
Confidential Information of the other to any third party, other than an agent,
subcontractor or vendor of the City or the Company who: (a) has a need to know such
Confidential Information for purposes contemplated by this Contract, and (b) has
executed a confidentiality agreement incorporating substantially the form of this Exhibit
H. Notwithstanding the foregoing, Company shall not directly or indirectly, disclose,
divulge, reveal, report or transfer Highly Restricted of the other to any third party
without the City's prior written consent.
34
Contract No. 2017001135
Vendor No. 303668
2.3. Neither party shall use any Confidential Information of the other for its own benefit or
for the benefit of a third party, except to the extent such use is authorized by this
Contract or other written agreements between the parties hereto, or is for the purpose for
which such Confidential Information is being disclosed.
2.4. Neither party shall remove any proprietary legends or notices, including copyright
notices, appearing on or in the Confidential Information of the other.
2.5. Each party shall use reasonable efforts to prohibit its employees, vendors, agents and
subcontractors from using or disclosing the Confidential Information in a manner not
permitted by this Contract.
2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for
disclosure of Confidential Information, the party upon which the demand is made shall
notify the other party of the demand, and shall cooperate with and reasonably assist the
other party in seeking a protective order or other appropriate relief to prevent or restrict
and protect any disclosure of Confidential Information.
2.7. All materials which constitute, reveal or derive from Confidential Information shall be
kept confidential to the extent disclosure of such materials would reveal Confidential
Information.
2.8. Each parry shall restrict employee access to the Confidential Information of the other
party to those employees having a need to know for purposes of carrying out the
business relationships contemplated by this Contract.
2.9. The Company shall comply with the City's Restricted Data Policy, a copy of which is
posted on the City's website, and with any instructions or procedures issued by City key
business units from time to time with respect to protecting specific types of Confidential
Information.
2.10. Each party shall take reasonable measures to prevent the use or disclosure of
Confidential Information by its employees in a marmer not permitted by this Exhibit H.
The Company shall have each of its employees who will have access to the Confidential
Information sign a confidentiality agreement which provides the City and its vendors,
licensors, subcontractors, employees and taxpayers the same level of protection as
provided by this Exhibit H, including compliance with the City's Restricted Data Policy.
2.11. The Company shall further ensure that each person who obtains access to Confidential
Information through the Company (including but not limited to Company's employees
and subcontractors) has undergone training sufficient to understand his or her
responsibilities with respect to this Exhibit H and the City's Restricted Data Policy.
3. EXCEPTIONS. The disclosing party to this Contract agrees that the receiving party
("Recipient") shall have no obligation with respect to any Confidential Information that the
Recipient can establish:
3.1. was already known to Recipient prior to being disclosed by the disclosing party;
3.2. was or becomes publicly known through no wrongful act of Recipient;
35
Contract No. 2017001135
Vendor No. 303668
3.3. was rightfully obtained by Recipient from a third party without similar restriction and
without breach hereof;
3.4. was used or disclosed by Recipient with the prior written authorization of the other
party;
3.5. was disclosed pursuant to the requirement or request of a governmental agency, which
disclosure cannot be made in confidence, provided that, in such instance, Recipient shall
first give to the other party notice of such requirement or request;
3.6. was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully
issued subpoena, provided that the Recipient shall take reasonable steps to obtain an
agreement or protective order providing that this Contract will be applicable to all
disclosures under the court order or subpoena.
4. DATA. The Company will treat as Confidential Information all data provided by the City or
processed for the City or for citizens under this Contract (including metadata). Such data shall
remain the exclusive property of the City. The Company will not reproduce, copy, duplicate,
disclose, or in any way treat the data supplied by the City in any manner except that
contemplated by this Contract.
PUBLIC RECORDS. Notwithstanding anything contained herein to the contrary, the parties
recognize and acknowledge that the City is a subdivision of the State of North Carolina and
is, therefore, subject to the North Carolina Public Records Act (the "Act") at N.C. Gen. Star.
132-1 et seq. The parties further acknowledge that any Confidential Information that is a
public record under North Carolina law may be released and disclosed by the City pursuant to
the Act, and that any such release or disclosure shall not in any way constitute a breach of this
Contract, nor shall the City be liable to the Company for such release or disclosure.
In the event the City receives a request for disclosure of Confidential Information which the
Company has specifically marked "Confidential" or "Proprietary" the City shall give the
Company written notice of such request (the "Notice of Request for Disclosure"). In the event
the Company has a reasonable basis for contending that the disclosure of such Confidential
Information is not required by the Act, the Company shall within ten (10) days after receipt of
the Notice of Request for Disclosure notify the City in writing of its objection to disclosure
and the basis therefor. The Company shall indemnify, defend and hold harmless the City
from and against all losses, damages, liabilities, costs, obligations and expenses (including
reasonable attorneys' fees) incurred by the City in connection with any refusal by the City to
disclose Confidential Information after receiving an objection to disclosure from the
Company. If the City receives no written objection from the Company within ten (10) days
after the Company's receipt of a Notice of Request for Disclosure, the City shall disclose the
Confidential Information referenced in the Notice of Request for Disclosure.
Notwithstanding the foregoing, the parties agree that the computer database information that
the City is required to disclose under N.C. Gen. Star. §132-6.1 shall not be deemed
Confidential Information, and that the City shall be entitled to disclose such information
without notice to the Company.
6. REMEDIES. Each party acknowledges that the unauthorized disclosure of the Confidential
Information of the other will diminish the value of the proprietary interests therein.
Accordingly, it is agreed that if a party breaches its obligations hereunder, the other party
9M
Contract No. 2017001135
Vendor No. 303668
shall be entitled to equitable relief to protect its interests, including but not limited to
injunctive relief, as well as monetary damages.
Nothing in this Contract shall be deemed to eliminate or lessen any obligation either party may
have at law with respect to protecting the confidentiality of Confidential Information, except as
the provisions of this Contract expressly authorize the release of Confidential Information.
37
Contract#:2017001135
Amendment#: 1
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
FIRST AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS FIRST AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR
FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND
SERVICES (this "First Amendment") Is made and entered into this 1" day of January 2018, by and between
Kempen, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a
North Carolina municipal corporation (the "City"),
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the
"Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of
Charlotte.
B. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate
certain other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereby agree to the following:
AGREEMENT
1, The terms of the Contract are restated by and incorporated into this First Amendment by reference.
2. Defined terms used in this First Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3, This First Amendment incorporates unit price adjustments as specified in Exhibit A and becomes
effective on January 1, 2018.
4. Except to the extent specifically provided above, this amendment shall not be interpreted or
construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have
under the Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain In force
and effect.
(Signature Page Follows]
XOMPAN. INC. Jan. 1, 2018
2017001135-1
Contract#:2017001135
Amendment#: 1
Vendor#: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this First Amendment to be executed as of the date first
written above.
KOMPAN, INC. CITY OF CHARLOTTE:
BY: BY: /
(si ature) (sign ure)
PRINT NAME: ��k�l�lh! � fPRINT NAME: ern
TITLE: _ KCR I l�ctg! ( TITLE:
DATE: 2-�li/i7 DATE:
CITY OF CHARLOTTE:
INSURANCE A WRISKMANAGEMENT
BY:
(signa
PRINT
TITLE:
DATE:
KOMPAN, INC. Jan- 1, 2016
2017001135-1
Contract#:2017001135
Amendment#: 2
Vendor#:303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
SECOND AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS SECOND AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR
FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND
SERVICES (this "First Amendment") is made and entered into this 16' day of May 2018, by and between
Kempen, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a
North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the
"Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of
Charlotte.
B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to
incorporate unit price adjustments and freight rate adjustments.
C. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate
certain other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Second Amendment by
reference.
2. Defined terms used in this Second Amendment shall have the same meaning as are assigned to
such terms in the Contract.
3. This Second Amendment incorporates new products and unit price adjustments as specified in
Exhibit A and becomes effective on May 1, 2018,
4. Section 5 of the Contract ("Optional Products and Services") is hereby appended as follows:
5. The City and Participating Public Agencies may elect to request quotations for additional
products and services not specifically listed in the Company's proposal or this Agreement.
The Company shall provide quotations for optional products and services as requested, to
provide a full turnkey solution.
6. Except to the extent specifically provided above, this amendment shall not be interpreted or
construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have
under the Contract.
7. In all other respects and except as modified herein, the terms of the Contract shall remain in force
and effect.
[Signature Page Follows]
KOMPAN, INC. May 1, 2018
2017001135-2
Contract#2017001135
Amendment#: 2
Vendor#: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Second Amendment to be executed as of the date
first written above.
KOMPAN, INC.
BY:
(si natl
PRIN NAME: ✓G S�iS'%? K/�lSTlc°/(C^✓v
TITLE: tc(m ce bleeel4f
DATE:
HOMPAN, 1NC-
2017001135-2
CITY OF CHARLOTTE:
BY: kiti a
(signatur)
PRINT NAME; K r11
TITLE: Ci6
DATE:
CITY OF CHARLO TE:
INSURANCE RISK MANAGEMENT
M
l /'
May 1, 2018
Contraci#2017001135
Amendment#: 3
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
THIRD AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS THIRD AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR
FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND
SERVICES (this "First Amendment") is made and entered into this 1st day of September 2018, by and
between Kompan, Inc., a corporation dolnO business in North Carolina (the "Company'), and the City of
Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the
"Contract") pursuant to which the !Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Sutfacing, and Related Products and Services for the City of
Charlotte.
B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to
incorporate unit price adjustments and freight rate adjustments.
C. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate
certain other changes.
NOW, THEREFORE, in consideration of ;the mutual covenants and agreements contained herein, the
parties hereby agree to the following:
'AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Second Amendment by
reference.
2. Defined terms used in this Second Amendment shall have the same meaning as are assigned to
such terms in the Contract.
3. This Third Amendment incorporates Federal Contract Terms and Conditions as Exhibit I and
attached hereto, due to new laws and requirements, effective July 1, 2018.
4. Except to the extent specifically 'provided above, this amendment shall not be interpreted or
construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have
under the Contract.
5. In all other respects and except as; modified herein, the terms of the Contract shall remain in force
and effect.
ignature Page Follows]
KOMPAN, WC. September 1, 2018
201700113&3
ContractN:2017001135
Amendment#: 3
Vendor#:303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Second Amendment to be executed as of the date
first written above.
KOMPAN, ! C
CITY OF CHARLOTTE:
BY:
BY:
(sign(ure) 1
(signature)
PRINT NAME�6j
1 ! 1k�
PRINT NAME:
TITLE:
TITLE:GCh
t -
G %�
DATE:
DATE:'
CITY OF CHARLOTTE:
INSURANCE AN ll$iC MANAGEMENT
��
BY:
(—'a
signature)
-
PRINT NAME:
TITLE: �
DATE: �°���°°°'"��� IU
KOMPAN, INC. September 1, 2018
2017001135-3
Contract# 2017001135
Amendment#: 3
Vendor#: 303668
Exhibit H
Federal Contract Terms and Conditions
This Exhibit is attached and incorporated into the Agreement to Provide Playground and Outdoor
Fitness Equipment, Site Accessories', Surfacing, and Related Products and Services (the
"Contract") between the City of Charlotte and Kompan, Inc.
Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the
Contract. In the event of a conflict between this Exhibit and the terms of the main body of the
Contract or any other exhibit or appendix, the terms of this Exhibit shall govern-
1 . Debarment and Suspension. Thei,Company represents and warrants that, as of the Effective
Date of the Contract, neither the Company nor any subcontractor or subconsultant performing
work under this Contract (at any tier is included on the federally debarred bidder's list listed on
the government wide exclusions in !the System for Award Management (SAM), in accordance
with the OMB guidelines at 2 CFRi 180 that implement Executive Orders 12549 (3 CFR part
1986 Comp., p. 189) and 1268� (3 CFR part 1989 Comp., p. 235), "Debarment and
Suspension." If at any point during the Contract term the Company or any subcontractor or
subconsultant performing work at a6y tier is included on the federally debarred bidder's list, the
Company shall notify the City immediately.
2. Record Retention. The Company certifies that it will comply with the record retention
requirements detailed in 2 CFR § 1200.333. The Company further certifies that vendor will
retain all records as required by 2 6FR § 200.333 for a period of three years after it receives
City notice that the City has submitted final expenditure reports or quarterly or annual financial
reports, as applicable, and all other'pending matters are closed.
3. Procurement of Recovered Materials, The Company represents and warrants that in its
performance under the Contract, tee Company shall comply with section 6002 of the Solid
Waste Disposal Act, as amended!by the Resource Conservation and Recovery Act. The
requirements of Section 6002 incl de procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest
percentage of recovered materials practicable, consistent with maintaining a satisfactory level
Of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $10,000: procuring solid waste
management services in a manner that maximizes energy and resource recovery; and
establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
4. Clean Air Act and Federal Water pollution Control Act. Company agrees to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
Violations must be reported to the! Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA)
5. Energy Efficiency. The Company certifies that the Company will be in compliance with
mandatory standards and policies relating to energy efficiency which are contained in the state
energy conservation plan issued in compliance with the Energy Policy and Conservation Act
(Pub. L. 94-163, 89 Stat. 871).
i
KOMPAN, INC. ! September 1, 2018
2017001135-3
C o ntra ct#:2017001135
Amendment#: 3
Vendor#:303668
6. Byrd Anti -Lobbying Amendment �31 U.S.C. 1352). Company certifies that:
a. No federal appropriated fundsihave been paid or will be paid, by or on behalf of the
Company, to any person for influencing or attempting to influence an officer or employee of
an agency, a Member of Congress, an officer or employee of Congress, or an employee of
a Member of Congress in connection with the awarding of any Federal contract, the making
of any Federal grant, the making of any Federal Loan, the entering into of any cooperative
agreement, and the extension, 'continuation, renewal, amendment, or modification of and
Federal contract, grant, loan, or pooperative agreement.
b. If any funds other than federal !appropriated funds have been paid or will be paid to any
person for making lobbying contracts to an officer or employee of an agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress
in connection with this federal contract, grant, loan, or cooperative agreement, the
Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report
Lobbying," in accordance with iti instructions [as amended by "Government wide Guidance
for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1119/96).
c. The Company shall require that the language of this certification be included in the award
documents for all subawards at! all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify
and disclose accordingly. i
7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in
excess of $100,000 and involves jhe employment of mechanics or laborers, the Company
must comply with 40 U.S.C. 370 and 3704, as supplemented by Department of Labor
regulations (29 CFR Part 5). Unde 40 U.S.C. 3702 of the Act, the Company is required to
compute the wages of every mechahic and laborer on the basis of a standard work week of 40
hours. Work in excess of the standard work week is permissible provided that the worker is
compensated at a rate of not less ttpan one and a half times the basic rate of pay for all hours
worked in excess of 40 hours in jhe work week. These requirements do not apply to the
purchases of supplies or materials or articles ordinarily available on the open market, or
purchases of transportation or trans(nission of intelligence.
8. Right to Inventions. If the federal•: award is a "funding agreement" under 37 CFR 401.2 and
the City wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment of performance or experimental,
developmental or research work thereunder, the City must comply with 37 CFR Part 401,
"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Govemment Grants, Contracts and Cooperative Agreements," and any implementing
regulations issued by the awarding agency.
9. Davis -Bacon Act, as amended �(40 U.S.C. 3141-3148). In its performance under the
Contract, the Company shall comply with the Davis -Bacon Act (40 U.S.C. 3141-3144, and
3146-3148) as supplemented by department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable t� Contracts Covering Federally Financed and Assisted
Construction"), In accordance withi the statute, the Company is required to pay wages to
laborers and mechanics at a rate ;not less than the prevailing wages specified in a wage
determination made by the SecretAry of Labor. In addition, the Company is required to pay
wages not less than once a week.
10. Copeland "Anti -Kickback" Act (40 U.S.C. 3145). In its performance under the Contract, the
Company shall comply with the; Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as
KOMPAN, INC. September 1, 2018
2017001135-3
i
Contract#:2017001135
Amendment#: 3
Vendor#: 303668
supplemented by Department off Labor regulations (29 CFR Part 3, "Contractors and
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or
Grants from the United States'). IThe Act provides that the Company is prohibited from
inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled.
i
11. Equal Employment Opportunity., In its performance under the Contract, Company shall
comply with the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part,
1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive
Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41
CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor."
KOMPAN, INC. September 1, 2018
20170011353
Co ntract#:2017001135
Amendment#: 4
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
FOURTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND
RELATED PRODUCTS AND SERVICES
THIS FOURTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR
FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND
SERVICES (this "First Amendment") is made and entered into this V1 day of January 2019, by and between
Kompan, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a
North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the
"Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of
Charlotte.
B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to
incorporate unit price adjustments and freight rate adjustments.
C. The City of Charlotte and the Company agreed to amend the contract on September 1, 2018 to
incorporate federal contract terms and conditions.
D. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate
certain other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Fourth Amendment by
reference.
2. Defined terms used in this Fourth Amendment shall have the same meaning as are assigned to
such terms in the Contract.
3, This Fourth Amendment incorporates unit price adjustments as specified in Exhibit A (attached).
The aggregate increase of 4.4 percent (4.4%) as specified in Exhibit A and shall become effective
on January 1, 2019.
4. Except to the extent specifically provided above, this amendment shall not be interpreted or
construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have
under the Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force
and effect.
(Signature Page Follows]
KOMPAN, INC. January 1, 2019
2017001135-4
Contract#:2017001136
Amendment#: 4
Vendor#: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Second Amendment to be executed as of the date
first written above.
KOMPAN, INC.
BY:
(sign We
PRINT NAME
TITLE: V.�G
DATE: ) J=
KOMPAN, INC.
201700113rr4
CITY OF CHARLOTTE:
BY:
(signature)
45 I PRINT NAME: S K '
TITLE: 1)141l %l t 'l,4 d/Lla2t;0'
b DATE:
CITY OF CHARLOTTE:
INSURANCEA //aiRISi MANAGEMENT
BY:
(signature)
PRINT NAME:
TITLE: L_ / ('____
DATE: —t2., J y I
January 1, 2019
Contract#:2017001135
Amendment#: 4
Vendor#: 303668
Exhibit A
2019 Price Adjustments
KOMPAN, INC. January 1, 2019
2017001135-4
Contract#:2017001135
Amendment#: 5
Vendor#:303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
FIFTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND
RELATED PRODUCTS AND SERVICES
THIS FIFTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR
FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND
SERVICES (this 'First Amendment") is made and entered into this 15'^ day of May 2019, by and between
Kompan, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a
North Carolina municipal corporation (the
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the
°Contract°) pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of
Charlotte.
B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to
incorporate unit price adjustments and freight rate adjustments.
C. The City of Charlotte and the Company agreed to amend the contract on September 1, 2018 to
incorporate federal contract terms and conditions.
D. The City of Charlotte and the Company agreed to amend the contract on January 1, 2019 to unit
price adjustments.
E. The parties now desire to amend the Contract to incorporate certain other changes
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Fourth Amendment by
reference.
2. Defined terms used in this Fifth Amendment shall have the same meaning as are assigned to such
terms in the Contract
3. This Fifth Amendment incorporates Third Party Products and Price List as specified in Exhibit A
(attached).
4. Except to the extent specifically provided above, this amendment shall not be interpreted or
construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have
under the Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force
and effect.
[Signature Page Follows]
KOMPAN, INC. May 15, 2019
20170011355
Contract#:2017001135
Amendment#: 5
Vendor#.303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Second Amendment to be executed as of the date
first written above. A
KO PAN, INC. /f CITY OF CHARLOTTE:
BY. /
■Y:
(signature) (signature)
PRINT NAME: f 1 PRINT NAM4 4i%ndC
TITLE: b' TITLE:
DATE: �� G �O (� DATE:
CITY OF CHARLOTTE:
INSURANCE AND RISK MANAGEMENT
ay:
(signature)
PRINT NAME:
TITLE:
DATE:
XOMPAN, INC. May 15, 2019
201700113"
Contract#:2017001135
Amendment#: 6
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
SIXTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND
RELATED PRODUCTS AND SERVICES
THIS SIXTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR
FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND
SERVICES (this "Sixth Amendment") is made and entered into this 1st day of January 2020, by and
between Kampen, Inc., a corporation doing business in North Carolina (the "Company"), and the City of
Charlotte, a North Carolina municipal corporation (the "City').
Statement of Background and_ Intent
A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the
"Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of
Charlotte.
B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to
incorporate unit price adjustments and freight rate adjustments.
C. The City of Charlotte and the Company agreed to amend the contract on September 1, 2018 to
incorporate federal contract terms and conditions.
D. The City of Charlotte and the Company agreed to amend the contract on January 1, 2019 to
incorporate unit price adjustments.
E. The City of Charlotte and the Company agreed to amend the contract on May 15. 2019 to
incorporate third part products and price lists.
F. The parties now desire to amend the Contract to incorporate certain other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Sixth Amendment by reference.
2. Defined terms used in this Sixth Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. This Sixth Amendment incorporates price adjustments as specified in Exhibit A (attached).
4. Except to the extent specifically provided above, this amendment shall not be interpreted or
construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have
under the Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force
and effect.
(Signature Page Follows)
KOMPAN, INC. January 1, 2020
2017001135-6
Co ntract#:2017001135
Amendment#: 6
Vendor#: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Second Amendment to be executed as of the date
first written above.
KOMPAN, INC. �) CITY OF CHARLOTTE:
BY: ( BY:
(signature) _ / (signat
PRINT NAMnE:: �� � CI PRINT NAME:
TITLE: �Jt! `�( TITLE: C_ L
DATE: I a I 11O0 I DATE: LC� /z
—IZ " ;
KOMPAN, INC. January 1, 2020
2017001135.6
Contract #: 2017001135
Amendment #: 7
Vendor #: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
SEVENTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS SEVENTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND
OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED
PRODUCTS AND SERVICES (this "Seventh Amendment') is made and entered into this I" of January
2021, by and between KOMPAN, Inc., a corporation doing business in North Carolina (the "Company"), and
the City of Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor
Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services dated July 1, 2017
(the "Contract') pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of Charlotte.
B. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments and freight
rate adjustments.
C. The parties amended the Contract on May I, 2018 to incorporate new products and unit price
adjustments.
D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and
conditions.
E. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019 to incorporate third -party products and price lists.
G. The parties amended the Contract on January 1, 2020 to incorporate unit price adjustments.
H. The parties now desire to amend the Contract to incorporate price adjustments and certain other
changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Seventh Amendment by reference.
2. Defined terms used in this Seventh Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. This Seventh Amendment incorporates price adjustments for an aggregate increase of less than 3%
due to escalation in production costs and overall material costs as specified in the KOMPAN Core
Portfolio 2021 and the Third Party Price List in Exhibit A.
KOMPAN, INC.
AMENDMENT SEVEN
Contract#: 2017001135
Amendment #: 7
Vendor #: 303668
4. Except to the extent specifically provided above, this amendment shall not be interpreted or construed
as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the
Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force and
effect.
[Signature Page Follows]
KOMPAN—WC.
AMENDMENT SEVEN
Contract #: 20 (7001135
Amendment #: 7
Vendor #: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Seventh Amendment to be executed as of the date
first written above.
KOMPAN, INC. CITY OF CHARLOTTE:
l /I CITY MANAGER'S OFFICE
BY: // v "J / / r BY:
(signature)
PRINT NAME: pQ J r l`UrYl(xS \.) LI )('1
TITLE: l(X�� _
DATE:
KOMPAN, INC.
A MENDMEN'PS'E HN
(signature)
1 ! PRINT NAME:
N9111DDR
DATE:
CHARLOTTE
Digital Contract Routing Form
Non -Encumbered
Date Submitted: December 22, 2020
Submitted by: Genetta N. Carothers
Contract #: 2017001135
Submitter email: gcarothers@charlottenc.gov
Amendment #:7
Contract Name: Playground and Outdoor Fitness Equip., Site Accessories, Surfacing, & Products / Services
Vendor Legal Name: KOMPAN, Inc.
Vendor#:303668
REQUIRED ATTACHMENT(S):
Use the Paperclip icon to attach a full Contract Document Routing Packet for review by the authorized
City individual with signature authority. The Routing Packet MUST include all required components per
the direction provided at:
https://cnet/kbus/finance/Finance/pm/P ages/C ontract-Review.aspx
The following signatures, once completed, shall be incorporated by reference into the contractual
document identified above.
City of Charlotte
Lc c' a �cc't'�. C�Rticao�c
Contract#: 2017001135
Amendment#: 9
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
NINTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS NINTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND
OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED
PRODUCTS AND SERVICES (this "Ninth Amendment") is made and entered into this 1 st of January 2022,
by and between Kompan, Inc., a Delaware corporation doing business in North Carolina (the "Company"),
and the City of Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor
Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services dated July 1, 2017
(the "Contract") pursuant to which the Company agreed to provide playground and outdoor fitness
equipment, site accessories, surfacing, and related products and services for the City of Charlotte.
B. The parties amended the Contract on January 1, 2018 to incorporate unit price adjustments and freight
rate adjustments.
C. The parties amended the Contract on May 1, 2018 to incorporate new products and unit price
adjustments.
D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and
conditions.
E. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019 to incorporate third -party products and price lists.
G. The parties amended the Contract on January 1, 2020 to incorporate unit price adjustments.
H. The parties amended the Contract on January 1, 2021 to incorporate unit price adjustments.
I. The parties amended the Contract on May 17, 2021 to incorporate unit price adjustments and add the
Domestic (U.S.) Procurement Preference clause.
J. The parties now desire to amend the Contract make adjustments to unit pricing, replace the
Commercial Non -Discrimination clause and to incorporate certain other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Ninth Amendment by reference.
2. Defined terms used in this Ninth Amendment shall have the same meaning as are assigned to such
terms in the Contract.
KOMPAN, INC.
AMENDMENT NINE
Contract#: 2017001135
Amendment#: 9
Vendor#:303668
3. The City consents to allow the Company to implement price adjustments for Products offered in the
Kompan Core Portfolio 2022 and the Third Party Price List 2022 with an average increase of five
percent (5%) which are attached hereto as Exhibit A.1.
4. Section 34 of the Contract ("Required By City Ordinance: Commercial Non -Discrimination") is
hereby replaced in its entirety as provided below:
REQUIRED BY CITY ORDINANCE: COMMERCIAL NON-DISCRIMINATION. Kompan, Inc.
agrees to comply with the Non -Discrimination Policy set forth in Chapter 2, Article V of the Charlotte
City Code, which is available for review at http://library.municode.com/index.aspx?clientId=19970
and incorporated herein by reference. Kompan, Inc. consents to be bound by the award of any
arbitration conducted thereunder."
5. Except to the extent specifically provided above, this amendment shall not be interpreted or construed
as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the
Contract.
6. In all other respects and except as modified herein, the terms of the Contract shalt remain in force and
effect.
[Signature Page Follows]
KOMPAN, INC.
AMENDMENT NINE
Contract#: 2017001135
Amendment#: 9
Vendor#: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Ninth Amendment to be executed as of the date first
written above.
KOMPAN, INC.
BY: z,...
(signature)
PRINT NAME:
TITLE: arc K re
DATE: 12� 1 Lj Zz.2/
KOMPAN, INC.
AMENDMENT ME
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature)
PRINT NAME:
TITLE:
DATE:
Nlll � `ill
Digital Contract Routing Form
Non -Encumbered
Date Submitted: January 03, 2022
Submitted by: Genetta N. Submitter email: genetta.carothers@charlottenc.gov
Contract #:2017001135 Amendment #:9
Playground and Outdoor Fitness Equipment, Site Accessories, Surfacing and Related Products a
Contract Name:
Vendor Legal Name: Kompan, Inc.
Vendor #: 303668
REQUIRED ATTACHMENT(S):
�(sefth� PaRercli iyon to attach a fu,l o tCrC�ctl ocumef�t Flq u��tij�pp Pa k t for reyie6b�%T auMggrized
l e In°dl°vivciuIShas gCiatu°re aui�iorq�1�outing Fac'e�rlGit757�ricluee arf�requ°fired components per
document i entified abbove. the direction provided at:
CITY OF CHARLOTTE: ACCOUNTS PAYABLE:
The following signatures, once completed, shall be incorporated by reference into the contractual
document Identlfledml) wument has been preaudited in the manner
required by the Local Government Budget and Fiscal
Control Act.
The following individual has been designated by the City's
City of Charlotte Chief Finance Officer to Pre -Audit this Contract on behalf
� of the City:
I A..ifGPelLY
Contract#:2017001135
Amendment #: 8
Vendor #: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
EIGHTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS EIGHTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND
OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED
PRODUCTS AND SERVICES (this "Eighth Amendment") is made and entered into this 17°1 of May 2021,
by and between Kompan, Inc., a corporation doing business in North Carolina (the "Company"), and the City
of Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor
Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services dated July 1, 2017
(the "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of Charlotte.
B. The parties amended the Contract on January 1, 2018 to incorporate unit price adjustments and freight
rate adjustments.
C. The parties amended the Contract on May 1, 2018 to incorporate new products and unit price
adjustments.
D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and
conditions.
E. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019 to incorporate third -party products and price lists.
G. The parties amended the Contract on January 1, 2020 to incorporate unit price adjustments.
H. The parties amended the Contract on January 1, 2021 to incorporate unit price adjustments.
I. The parties now desire to amend the Contract to incorporate price adjustments and certain other
changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
AGREEMENT
1. The terns of the Contract are restated by and incorporated into this Eighth Amendment by reference
2. Defined terms used in this Eighth Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. The City consents to allow the Company to implement price adjustments for Kompan Products offered
in the Kompan Core Portfolio 2021— April Price Update and the Third Party Price List 2021, except
the natural Robinia products and some fitness specific products, due to escalation in raw material
KOMPAN. lNC.
AMENDMENT EIGHTH
Contract #: 2017001135
Amendment #: 8
Vendor #: 303668
costs. This is an aggregate increase of less than 5% more than the pricing originally allowed in the
current year Contract.
4. Exhibit Hof the Contract ("Federal Contract Terms and Conditions) is hereby appended as follows:
12. Domestic (U.S.) Procurement Preference. Kompan, Inc. should, to the greatest extentpracticable,
purchase, acquire, or use goods, products, or materials produced in the United States (including,
but not limited to iron, aluminum, steel, cement, and other manufactured products). For purposes
of this clause, (i) `produced in the United States" means, for iron and steel products, that all
manufacturing processes, from the initial melting stage through the application of coatings,
occurred in the United States, and (ii) "mant factured products" means items and construction
materials composed in whole or in part of non-ferrous materials such as aluminum; plastics and
polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass,
including optical fiber; and lumber.
5. Except to the extent specifically provided above, this amendment shall not be interpreted or construed
as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the
Contract.
6. In all other respects and except as modified herein, the terms of the Contract shall remain in force and
effect.
[Signature Page Follows]
KOMPAN, INC.
AMENDMENT EIGHTH
Contract #: 2017001135
Amendment #: 8
Vendor #: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Eighth Amendment to be executed as of the date first
written above.
KOMPAN, INC. CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:� BY:
PRINT NA
TITLE: __ I1 CJ,1 (9 �1
DATE: 51 7 �Q og I
KOMPAN. INC
AMENDMENT EIGHTH
(signature)
PRINT NAME:
IUdox
DATE:
Digital Contract Routing Form
Digital $mtEilakAqj&ift Form
Date Submitted: May 25, 2021
Submitted by: Genetta N. Carothers Submitter email: genetta.carothers@charlottenc.gov
Contract It:2017001135 Amendment #:8
Playground and Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products a
Contract Name:
Vendor Legal Name: Kompan, Inc.
Vendor#:303668
REQUIRED ATTACHMENT(S):
the direction provided at:
per
CITY OF CHARLOTTE: ACCOUNTS PAYABLE:
The following signatures, once completed, shall be incorporated by reference into the contractual
document Identlflefti)myoument has been preaudited in the manner
required by the Local Government Budget and Fiscal
Control Act.
The following individual has been designated by the City's
City of Charlotte Chief Finance Officer to Pre -Audit this Contract on behalf
of the City:
L��cvi ..a4sa®. �ifilt4�Ic
Contract#: 2017001135
Amendment#: 10
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
TENTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS TENTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND
OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED
PRODUCTS AND SERVICES (this "Tenth Amendment") is made and entered into this 1st of July 2022,
by and between Kompan, Inc., a Delaware corporation doing business in North Carolina (the "Company"),
and the City of Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor
Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services dated July 1, 2017
(the "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of Charlotte.
B. The parties amended the Contract on January 1, 2018 to incorporate unit price adjustments and freight
rate adjustments.
C. The parties amended the Contract on May 1, 2018 to incorporate new products and unit price
adjustments.
D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and
conditions.
E. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019 to incorporate third -party products and price fists.
G. The parties amended the Contract on January 1, 2020 to incorporate unit price adjustments.
H. The parties amended the Contract on January 1, 2021 to incorporate unit price adjustments.
I. The parties amended the Contract on May 17, 2021 to incorporate unit price adjustments and add the
Domestic (U.S.) Procurement Preference clause.
J. The parties amended the Contract on January 1, 2022 to incorporate unit price adjustments and replace
the Commercial Non -Discrimination clause.
K. The parties now desire to amend the Contract to extend the Term of the Contract by the first of two
(2) two-year renewal terms and to incorporate certain other changes.
KOW",, ❑VC
AMENDMENT TEN
Contract#:2017001135
Amendment#: 10
Vendor#:303668
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Tenth Amendment by reference.
2. Defined terms used in this Tenth Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. This Tenth Amendment extends the Term of the Contract by the first of two (2) two-year renewal
terms to expire on June 30, 2024.
4. Except to the extent specifically provided above, this amendment shall not be interpreted or construed
as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the
Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force and
effect.
[Signature Page Follows]
AMENDMENT TEN
Contract#: 2017001135
Amendment#: 10
Vendor#: 303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Tenth Amendment to be executed as of the date first
written above.
KOMPAN, INC.
BY:
(signature)
PRINT NAME: 6rt � L
TITLE: e� S urx
DATE: /) R. la e-
XOMPAN, INC.
AMENDMENT TEN
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature)
PRINT NAME:
TITLE:
DATE:
Digital Contract Routing Form
Non -Encumbered
Date Submitted: April 25, 2022
Submitted by: Genetta N. Carothers Submitter email: genetta.carothers@charlottenc.gov
Contract #:2017001135 Amendment #:10
Contract Name: Playground and Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products
Vendor Legal Name: Kompan, Inc.
Vendor#:303668
Nise tt010
vic
document
REQUIRED ATTACHMENT(S):
the direction provided at:
zed
rr q°re��coonpAhy on�nsper
CITY OF CHARLOTTE: ACCOUNTS PAYABLE:
The following signatures, once completed, shall be incorporated by reference into the contractual
document identified-mt)pwument has been preaudited in the manner
required by the Local Government Budget and Fiscal
Control Act.
The following individual has been designated by the City's
City of Charlotte Chief Finance Officer to Pre -Audit this Contract on behalf
of the City:
rycP�G �Q �771�P
Contract#:2017001135
Amendment#: 11
Vendor#:303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
ELEVENTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING,
AND RELATED PRODUCTS AND SERVICES
THIS ELEVENTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND
OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED
PRODUCTS AND SERVICES (this "Eleventh Amendment') is made and entered into this 21st of
December 2022, by and between Kompan, Inc., a Delaware corporation doing business in North
Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor
Fitness Equipment. Site Accessories, Surfacing, and Related Products and Services dated July 1,
2017 (the "Contract") pursuant to which the Company agreed to provide Playground and Outdoor
Fitness Equipment, Site Accessories, Surfacing, and Related Products and Services for the City
of Charlotte.
B. The parties amended the Contract on January 1, 2018 to incorporate unit price adjustments and
freight rate adjustments.
C. The parties amended the Contract on May 1, 2018 to incorporate new products and unit price
adjustments.
D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and
conditions.
E. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019 to incorporate third -party products and price
lists.
G. The parties amended the Contract on January 1, 2020 to incorporate unit price adjustments.
H. The parties amended the Contract an January 1, 2021 to incorporate unit price adjustments.
1. The parties amended the Contract on May 17, 2021 to incorporate unit price adjustments and add
the Domestic (U.S.) Procurement Preference clause.
J. The parties amended the Contract on January 1, 2022 to incorporate unit price adjustments and
replace the Commercial Non -Discrimination clause.
K. The parties amended the Contract on July 1, 2022 to extend the Term of the Contract by the
first of two (2) two-year renewal terms and to incorporate certain other changes.
L. The parties now desire to amend the Contract to incorporate price adjustments and certain other
changes.
KOMPAN, INC.
AMENDMENT ELEVEN
Contract#:2017001135
Amendment#: 11
Vendor#: 303668
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Eleventh Amendment by
reference.
2. Defined terms used in this Eleventh Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. This Eleventh Amendment incorporates price adjustments due to an escalation in raw materials and
energy costs as specified in the KOMPAN Core Portfolio 2023 and the Third Party Price List in
Exhibit A.2,
4. Except to the extent specifically provided above, this amendment shall not be interpreted or construed
as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the
Contract.
5. In all other respects and except as modified herein, the terms of the Contract shall remain in force and
effect.
[Signature Page Follows]
KOMPAN, INC.
AMENDMENTELEVEN
Contract#:2017001135
Amendment#: 11
Vendor#:303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Eleventh Amendment to be executed as of the date
first written above.
KOMPAN, INC.
BY:
(signature) -- /
PRINT NAME: e4 c t 2w t
i
TITLE:
DATE: / Z
KOMPAN, /NC.
AMENDMENT ELEVEN
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature)
PRINT NAME:
TITLE:
2 � / Za 7, -7..._ DATE:
Digital Contract Routing Form
Non -Encumbered
Date Submitted: December 21, 2022
Submitted by: Lenore Bishop
Submitter email:lenore.bishop@charlottenc.gov
Contract #:2017001135 Amendment #:11
Playground and Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products a
Contract Name:
Vendor Legal Name: Kompan Inc.
Vendor #: 303668
REQUIRED ATTACHMENT(S):
the direction provided at:
per
CITY OF CHARLOTTE: ACCOUNTS PAYABLE:
The following signatures, once completed, shall be incorporated by reference into the contractual
document Identlfledgt7(r wwment has been preaudited in the manner
required by the Local Government Budget and Fiscal
Control Act.
The following individual has been designated by the City's
City of Charlotte Chief Finance Officer to Pre -Audit this Contract on behalf
Eof the City:
��
ContractM 2017001135
Amendment#: 12
Vendor#: 303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
TWELFTH AMENDMENTTO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS
AND SERVICES
THIS TWELFTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT,
SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES (this "Twelfth Amendment") is made and
entered into this 6th of June 2023, by and between Kompan, Inc., a Delaware corporation doing business in North
Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor Fitness
Equipment, Site Accessories, Surfacing, and Related Products and Services dated July 1, 2017 (the "Contract")
pursuant to which the Company agreed to provide Playground and Outdoor Fitness Equipment, Site
Accessories, Surfacing, and Related Products and Services for the City of Charlotte.
B. The parties amended the Contract on January 1, 2018 to incorporate unit price adjustments and freight rate
adjustments.
C. The parties amended the Contract on May 1, 2018, to incorporate new products and unit price adjustments.
D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and conditions.
E. The parties amended the Contract on January 1, 2019 to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019 to incorporate third -party products and price lists.
G. The parties amended the Contract on January 1, 2020 to incorporate unit price adjustments.
H. The parties amended the Contract on January 1, 2021 to incorporate unit price adjustments.
I. The parties amended the Contract on May 17, 2021 to incorporate unit price adjustments and add the
Domestic (U.S.) Procurement Preference clause.
J. The parties amended the Contract on January 1, 2022 to incorporate unit price adjustments and replace the
Commercial Non -Discrimination clause.
K. The parties amended the Contract on July 1, 2022 to extend the Term of the Contract by the first of two (2)
two-year renewal terms and to incorporate certain other changes.
L. The parties amended the Contract on December 21, 2022 to incorporate price adjustments and certain other
changes.
M. The parties now desire to amend the Contract to extend the Term of the Contract by the second of two (2)
two-year renewal terms and to incorporate certain other changes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby
agree to the following:
KOMPAN, WC.
.AMENDMENT TWELVE
Contract#; 2017001135
Amendmentit:12
Vendor#: 303668
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Twelfth Amendment by reference,
2. Defined terms used in this Twelfth Amendment shall have the same meaning as are assigned to such terms in
the Contract.
3, This Twelfth Amendment extends the Term of the Contract by the second of two (2) one-year renewal terms
to expire on June 30, 2.026.
4, This Twelfth Amendment incorporates the addition of language for Custom Product Designs under Exhibit FA
included herein.
S. Except to the extent specifically provided above, this amendment shall not be interpreted or construed as
waiving any rights, obligations, remedies, or claims the parties may otherwise have underthe Contract.
6. In all other respects and except as modified herein, the terms of the Contract shall remain In force and effect.
[Signature Page Follows]
KOMPAN, INC
AMENOMENTTWELVE
Contract#:2017001135
Amendment#:12
vendor#:303668
IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each and every
provision hereof, the parties have caused this Twelfth Amendment to be executed as of the date first written above.
KOM PAN, INC:
(signature) f -
PRINTNAMEE:T(_J`+L-
TITLE: 1 r c4 c t ' e-
DATE:
KOMPAN, [NC.
AMENDMENT TWELVE
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY:
(signature)
PRINT NAME:
TITLE:
DATE:
�7
Digital Contract Routing Form
Non -Encumbered
Date Submitted: June 05, 2023
Submitted by: Lenore Bishop Submitteremail:lenore.bishop@charlottenc.gov
Contract fr: 2017001135 Amendment 4:12
Contract Name: Playground and Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related
Vendor Legal Name: Kompan, Inc
Vendor#:303668
REQUIRED ATTACHMENT(S):
Use the Paperclip icon to attach a full Contract Document Routing Packet for review by the authorized
City individual with signature authority. The Routing Packet MUST include all required components per
the direction provided at:
The following signatures, once completed, shall be incorporated by reference into the contractual
document identified above.
City of Charlotte
Contract#: 2017001135
Amendment#: 12
Vendor#:303668
EXHIBIT F.1—SCOPE OF SERVICES
4.25 CUSTOM PRODUCT DESIGNS.
Custom products designed to meet the needs of a particular projector specification maybe available
upon request. Due to the variety of product customization available, these items may not be readily
identifiable on contract price schedules at the time of order. Kompan Inc will extend the minimum
10% Kompan equipment discount to any custom items created, These items will also become eligible
for any additional tiered discounts. Custom Kompan items, will begin or include a notation on
proposals and Invoices with the word "custom" +a specific code unique to that item
KOMPAN, INC.
AMENDMENTTIVELVE
Page 1 of 2
T
,4� Ro CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDNYYY)
04/28/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Willis Towers Watson Midwest, Inc.
c/o 26 Century Blvd
P.O. Box 305191
NAME: Wallis Towers Watson Certificate Center
emu 1-877-945-7378 1-888-467-2378
A/C, No, Ext: A/C, Me):
ADDRESS: certificates@willis. core
INSURER(S) AFFORDING COVERAGE
NAICN
Nashville, IN 372305191 USA
INSURERA: Zurich American Insurance Company
16535
INSURED
Kampen Inc.
INSURER B: Scottsdale Insurance Company
41297
Kampen California, Ina
INSURER C:
INSURER D:
605 W Howard Lane, Suite 101
Austin, TX 78753
INSURE:
INBURERERF:
I MITi19:4t7eTCI :4.41111y117eV11:4111111MJ1*4 ^v4:rrs.. .7=11/IF9ra7IIIIIIJJei=1
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
TYPE OF INSURANCE
INSD
NND
POLICY NUMBER
(MM/DD
(MWDDNYYY)
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE I X I OCCUR
y
y
GILD 1058275-08
04/01/2023
04/01/2024
EACH OCCURRENCE
$ 5,000,000
PREMISES (Ea occurrence)
$ 100,000
MED EXP (Any one person)
$ 5,000
AGGREGATE LIMIT APPLIES PER:
POLICY v 1 Jt _I LOC
ICI u
OTHER:
PERSONAL B ADV INJURY
$ 5,000,000
GEN'L
GENERALAGGREGATE
$ 5,000,000
PRODUCTS - COMP/OP AGO
$ 5,000,000
$
AOWNED
AUTOMOBILE
LIABILITY
AUTO
SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
y
y
HAP-0246011-05
04/01/2023
04/01/2024
(Ea accident)
$ 1,000,000
BODILY INJURY(Per person)
$
IANY
BODILY INJURY (Per accident)
$
(Per accident)
$
H
UMBRELLA DAB
EXCESS LIAR
X
OCCUR
CLAIMS -MADE
XLS2001762
04/01/2023
04/01/2024
EACH OCCURRENCE
IS 5,000,000
X
AGGREGATE
$ 5,000,000
DED
RETENTION$
IS
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETOR/PARTNEWEXECUTIVE
OFFICER/MEMBEREXCLUDED7 Na
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/A
Y
WC-0246012-05
04/01/2023
04/01/2024
X STATUTE ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Re: Contract Amendment - 2017001135-9
This Voids and Replaces Previously Issued Certificate
Certificate Holder is included as an Additional Insured as respects to General Liability. General Liability policy
shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Charlotte
Procurement Management Division
600 East 4th Street
Charlotte, NC 28202
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
SR ID: 24073405 HATCH: 2954329
AGENCY CUSTOMER ID:
LOC #:
A oR" ADDITIONAL REMARKS SCHEDULE
Page 2 of 2
AGENCY
NAMED INSURED
Willis Towers Watson Midwest, Inc.
Sampan Inc.
Xompan California, inc
605 W Howard Lane, Suite 101
POLICY NUMBER
See Page 1
Austin, TX 78753
CARRIER
NAIC CODE
See Page 1
See Page 1
EFFECTIVE DATE: See Page 1
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance
Insured(s). Waiver of Subrogation applies in favor of Additional Insured(s) with respects to General Liability.
Certificate Holder is included as an Additional Insured as respects to Auto Liability when required by written
contract. Auto Liability policy shall be Primary and Non-contributory with any other insurance in force for or which
may be purchased by Additional Insured(s) when required by written contract. Waiver of Subrogation applies in favor
of Additional Insureds) with respects to Auto Liability when required by written contract.
Waiver of Subrogation applies in favor of Certificate Holder/Additional Insured(s) with respects to Workers
Compensation as permitted by law.
The ACORD name and logo are registered marks of ACORD
SA ID: 24073405 BATCH: 2954329 CERT: W28853461
Certificate of Insurance
NOTE: This insurance certificate describes the insurance cover as per the date of issuance of the certificate and it
does not imply any restriction for the insurance to be changed or cancelled.
The undertaking of Zurich Danmark, Filial of Zurich Insurance plc, Irland, does not in any case include, neither as
against the insured nor against any third party, anything other than stated in the insurance contract documents in
force at the time of application.
Zurich Danmark, Filial of Zurich Insurance plc, Irland
Zurich certifies that the following insurance policies have been issued to
Policyholder Kompan Holding A/S
C.F. Tietgens Boulevard 32C
5220 Odense SO
Denmark
Co -Insured Any subsidiary companies, any affiliated or associated companies
Type of insurance General Liability including Products Liability
Policy number 16207
Policy period April 1, 2023 — March 31,2024
Geographical Area Worldwide excl. Russia, Belarus and Ukraine
Limit of liability Per Occurrence
Per Aggregate
USD 7.000.000
USD 7.000.000
Notwithstanding the currency used in this Certificate, the Policy currency is in DKK. The
Policy currency shall always prevail in the event of currency/ FX fluctuations and the
Sum Insured could never exceed the Sum Insured stated in the Policy.
Place and date Copenhagen, March 16, 2023
Zurich Danmark, Filial of rich Insurance plc, Irland
Carsten Christ ffer n
CEO
Zurich Danmark, Filial of Zurich Insurance pie, Irland
Reg.no. 31184606, reg.in Danish Branch Office Register
Postal address: Frederiksgade 17, DK-1265 Copenhagen K, Denmark
Telephone: +45 3246 6600
Zurich Insurance plc
a public limited company incorporated in the Republic of Ireland
Registered office: Zurich House, Frascati Road, Blackrock,
County Dublin, A94 X9Y3, Ireland
Reg. no. 13460 in the Corporate Registration Office, Ireland
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313
(Ed. 04-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our
right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT
WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE
PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR
ORGANIZATION
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 04/01/2023
Insured Kompan, Inc
Policy No. WC 0246012 - 05
Insurance Company Zurich American Insurance Company Countersigned
WC124 (4-84) Copyright 1983 National Council on Compensation Insurance, Inc.
WC 00 03 13
Endorsement No.
Premium $
Page 1 of 1
Additional Insured — Automatic — Owners, Lessees Or ZURICHO
Contractors
Policy No.
Eff. Date of Pot
Exp. Date of Pol.
Eff. Date of End.
Producer No.
AWL Prem
Return Prem.
GLO 1058275-08
04/01/2023
04/01/2024
02058000
INCL
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured: KOMPAN, INC.
Address (including ZIP Code):
605 WEST HOWARD LANE SUITE 101
AUSTIN, TX 78753
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you
are required to add as an additional insured on this policy under a written contract or written agreement. Such person
or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal
and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf,
in the performance of your ongoing operations or "your work" as included in the "products -completed operations
hazard", which is the subject of the written contract or written agreement.
However. the insurance afforded to such additional insured:
1. Only applies to the extent permitted by law; and
2. Will not be broader than that which you are required by the written contract or written agreement to provide for
such additional insured.
B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to:
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to
render, any professional architectural, engineering or surveying services including:
a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; or
b. Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the
"bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the
rendering of or the failure to render any professional architectural, engineering or surveying services.
U-GL-1175-F CW (04/13)
Page 1 of 2
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV —
Commercial General Liability Conditions:
The additional insured must see to it that:
1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim;
2. We receive written notice of a claim or "suit" as soon as practicable; and
3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by
another insurer under which the additional insured may be an insured in any capacity. This provision does not
apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement
requires that this coverage be primary and non-contributory.
D. For the purposes of the coverage provided by this endorsement:
1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability
Conditions:
Primary and Noncontributory insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional
insured provided that:
a. The additional insured is a Named Insured under such other insurance; and
b. You are required by written contract or written agreement that this insurance be primary and not seek
contribution from any other insurance available to the additional insured.
2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV— Commercial
General Liability Conditions:
This insurance is excess over:
Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional
insured, in which the additional insured on our policy is also covered as an additional insured on another policy
providing coverage for the same 'occurrence", offense, claim or "suit'. This provision does not apply to any
policy in which the additional insured is a Named Insured on such other policy and where our policy is required by
a written contract or written agreement to provide coverage to the additional insured on a primary and non-
contributory basis.
E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement
showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to
that identified additional insured.
F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to
Section III — Limits Of Insurance:
The most we will pay on behalf of the additional insured is the amount of insurance:
Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or
2. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
All other terms and conditions of this policy remain unchanged.
U-GL-1175-F CW (04/13)
Page 2 of 2
Includes copyrighted material of Insurance services Office, Inc., with its permission.
Waiver Of Subrogation (Blanket) Endorsement
Policy No.
Eff. Date of Pol.
Esp. Date of Pol.
Eff. Date of End.
Producer
Add'l Prem.
Retuxn Prem.
GLO 1058275-08
04/01/2023
04/01/2024
02058000
$ INCL
$
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition:
If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from
others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to
any other operations in which the insured has no contractual interest.
U-GIU925-B CW (12/01)
Page I of I
Notification to Others of Cancellation
or Nonrenewal
Policy No.
Eff. Date of Pot.
Exp. Date of Pot.
Ell. Date of End.
Producer No.
Add']. Pmm
Return Pre..
GLO 1058275-08
04/01/2023
04/01/2024
04/01/2023
02058000
INCL
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
Liquor Liability Coverage Part
Products/Completed Operations Liability Coverage Part
A. If we cancel or non -renew this Coverage Part(s) by written notice to the first Named Insured for any reason other than
nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non -renewal:
1. To the name and address corresponding to each person or organization shown in the Schedule below; and
2. At least 10 days prior to the effective date of the cancellation or non -renewal, as advised in our notice to the first
Named Insured, or the longer number of days notice if indicated in the Schedule below.
B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will
mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or
organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation.
C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of
such notice.
SCHEDULE
Name and Address of Other Person(s) / Organization(s):
Number of Days
Notice:
ANY PERSON OR ORGANIZATION TO WHICH YOU
ARE REQUIRED TO PROVIDE NOTICE OF CANCELLATION IN A
WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR
30
TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS
PROHIBITED BY LAW.
All other terms and conditions of this policy remain unchanged.
U-GL-1387-B CW (05110)
Page 1 of 1
Includes copyrighted material of Insurance services Office, Inc., with its permission.
Coverage Extension Endorsement
ZURICHO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Policy No. BAP 0246011 - 05 Effective Date: 04/01/2023
This endorsement modifies insurance provided under the:
Business Auto Coverage Form
Motor Carrier Coverage Form
A. Amended Who Is An Insured
1. The following is added to the Who Is An Insured Provision in Section 11—Covered Autos Liability Coverage:
The following are also "insureds":
a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts
performed within the scope of employment by you. Any "employee" of yours is also an "insured" while
operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your
permission, while performing duties related to the conduct of your business.
b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or
borrow to transport your clients or other persons in activities necessary to your business.
c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement.
d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract
or written agreement with you executed prior to any "accident", including those person(s) or organization(s)
directing your work pursuant to such written contract or written agreement with you, provided the "accident"
arises out of operations governed by such contract or agreement and only up to the limits required in the
written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less.
2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other
Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form:
Coverage for any person(s) or organization(s), where required by written contract or written agreement with you
executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained
by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond
the terms and conditions of the Coverage Form.
B. Amendment — Supplementary Payments
Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability
Coverage are replaced by the following:
(2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an
"accident" we cover. We do not have to furnish these bonds.
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a
day because of time off from work.
C. Fellow Employee Coverage
The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply.
U-CA-424-H CW (10/21)
Includes copyrighted material of Insurance services Office, Inc., with its permission. Page 1 of 6
D. Driver Safety Program Liability and Physical Damage Coverage
1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage:
This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not
limited to, auto or truck rodeos and other auto or truck agility demonstrations.
2. The following is added to Paragraph 2. in B. Exclusions of Section III — Physical Damage Coverage of the
Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV — Physical Damage
Coverage of the Motor Carrier Coverage Form:
This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not
limited to, auto or truck rodeos and other auto or truck agility demonstrations.
E. Lease or Loan Gap Coverage
The following is added to the Coverage Provision of the Physical Damage Coverage Section:
Lease Or Loan Gap Coverage
In the event of a total 'loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a
covered "auto", less:
a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and
b. Any:
(1) Overdue lease or loan payments at the time of the 'loss";
(2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage;
(3) Security deposits not returned by the lessor;
(4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with
the loan or lease; and
(5) Carry-over balances from previous leases or loans.
F. Towing and Labor
Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following:
We will pay up to $75 for towing and labor costs incurred each time a covered "auto" that is a 'private passenger
type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement.
As used in this provision, 'private passenger type" means a private passenger or station wagon type "auto" and
includes an "auto" of the pickup or van type if not used for business purposes.
G. Extended Glass Coverage
The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section:
If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and
is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass
repaired rather than replaced.
H. Hired Auto Physical Damage— Increased Loss of Use Expenses
The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the
following:
Loss Of Use Expenses
For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for
loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We
will pay for loss of use expenses if caused by:
(1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered
"auto";
U-CA-424-H CW (10/21)
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(2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided
for any covered "auto"; or
(3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto".
However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000.
I. Personal Effects Coverage
The following is added to the Coverage Provision of the Physical Damage Coverage Section:
Personal Effects Coverage
a. We will pay up to $750 for "loss" to personal effects which are:
(1) Personal property owned by an "insured"; and
(2) In or on a covered "auto".
b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of:
(1) The reasonable cost to replace; or
(2) The actual cash value.
c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered
"auto". No deductible applies to this coverage. However, we will not pay for 'loss" to personal effects of any of
the following:
(1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other
documents of value.
(2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches,
precious or semi-precious stones.
(3) Paintings, statuary and other works of art.
(4) Contraband or property in the course of illegal transportation or trade.
(5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment.
Any coverage provided by this Provision is excess over any other insurance coverage available for the same 'loss".
J. Tapes, Records and Discs Coverage
1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage
Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier
Coverage Form does not apply.
2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the
Physical Damage Coverage Section:
We will pay for 'loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic
equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices:
(a) Are the property of an "insured"; and
(b) Are in a covered "auto' at the time of "loss".
The most we will pay for such 'loss" to tapes, records, discs or other similar devices is $500. The Physical
Damage Coverage Deductible Provision does not apply to such loss".
K. Airbag Coverage
The Exclusion in Paragraph B.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form
and the Exclusion in Paragraph 13.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage
Form does not apply to the accidental discharge of an airbag.
L. Two or More Deductibles
The following is added to the Deductible Provision of the Physical Damage Coverage Section:
U-CA-424-H CW (10/21)
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If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you
by us, the following applies for each covered "auto" on a per vehicle basis:
1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or
2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by
the amount of the smaller (or smallest) deductible.
M. Temporary Substitute Autos — Physical Damage
1. The following is added to Section I — Covered Autos:
Temporary Substitute Autos — Physical Damage
If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following
types of vehicles are also covered "autos" for Physical Damage Coverage:
Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered
"auto" you do own but is out of service because of its:
1. Breakdown;
2. Repair;
3. Servicing;
4. "Loss'; or
5. Destruction.
2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section:
Temporary Substitute Autos — Physical Damage
We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or
omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other
party.
The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it
replaces.
N. Amended Duties In The Event Of Accident, Claim, Suit Or Loss
Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following:
a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice
of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or
"loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited
liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any
agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate
the insurance afforded by this policy.
Include, as soon as practicable:
(1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written
notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"
(2) The "insured's" name and address; and
(3) To the extent possible, the names and addresses of any injured persons and witnesses.
If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your
failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon
as practicable after the fact of the delay becomes known to you.
O. Waiver of Transfer Of Rights Of Recovery Against Others To Us
The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition:
U-CA-424-H CW (10/21)
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This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or
"loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only
applies to the person or organization designated in the contract.
P. Employee Hired Autos— Physical Damage
Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other
Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced
by the following:
For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
(1) Any covered "auto" you lease, hire, rent or borrow; and
(2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or
elected or appointed official with your permission while being operated within the course and scope of that
"employee's" employment by you or that elected or appointed official's duties as respect their obligations to you.
However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".
Q. Unintentional Failure to Disclose Hazards
The following is added to the Concealment, Misrepresentation Or Fraud Condition:
However, we will not deny coverage under this Coverage Form if you unintentionally:
(1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or
(2) Make an error, omission, improper description of "autos" or other misstatement of information.
You must notify us as soon as possible after the discovery of any hazards or any other information that was not
provided to us prior to the acceptance of this policy.
R. Hired Auto —World Wide Coverage
Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following:
(5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less,
S. Bodily Injury Redefined
The definition of "bodily injury" in the Definitions Section is replaced by the following:
"Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish,
resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease.
T. Expected Or Intended Injury
The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability
Coverage is replaced by the following:
Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does
not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or
property.
U. Physical Damage — Additional Temporary Transportation Expense Coverage
Paragraph A.4.a. of Section III — Physical Damage Coverage is replaced by the following:
4. Coverage Extensions
a. Transportation Expenses
We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you
because of the total theft of a covered "auto" of the private passenger type. We will pay only for those
covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will
pay for temporary transportation expenses incurred during the period beginning 46 hours after the theft and
ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its
"loss".
U-CA-424-H CW (10/21)
Includes copyrighted material of Insurance services Office, Inc„ with its permission. Page 5 of 6
V. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto
The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section:
In the event of a total 'loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or
"auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost
of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a
maximum of $2500. The covered "auto" must be replaced by a hybrid "auto' or an "auto" powered by an alternative
fuel source within 60 calendar days of the payment of the 'loss" and evidenced by a bill of sale or new vehicle lease
agreement.
To qualify as a hybrid "auto', the "auto" must be powered by a conventional gasoline engine and another source of
propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas,
either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto' must be
powered by a source of propulsion power other than a conventional gasoline engine. An "auto' solely propelled by
biofuel, gasoline or diesel fuel or any blend thereof is not an "auto' powered by an alternative fuel source.
W. Return of Stolen Automobile
The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section:
If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay
only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage.
All other terms, conditions, provisions and exclusions of this policy remain the same.
U-CA-424-H CW (10/21)
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Contract#: 2017001135
Amendment #: 13
Vendor#:303668
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
THIRTEENTH AMENDMENT TO THE AGREEMENT TO PROVIDE
PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS
AND SERVICES
THIS THIRTEENTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS
EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES (this 'Thirteenth
Amendment") is made and entered into this 8 of January 20J4 by and between Kompan, Inc., a
Delaware corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina
municipal corporation (the "City").
Statement of Background and Intent
A. The City of Charlotte and the Company entered into an Agreement for Kompan Inc. dated July 1, 2017 (the
"Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness Equipment,
Site Accessories, Surfacing, and Related Products and Services for the City of Charlotte.
B. The parties amended the Contract on January 1, 2018, to incorporate unit price adjustments and freight
rate adjustments.
C. The parties amended the Contract on May 1, 2018, to incorporate new products and unit price adjustments.
D. The parties amended the Contract on September 1, 2018, to incorporate federal contract terms and
conditions.
E. The parties amended the Contract on January 1, 2019, to incorporate unit price adjustments.
F. The parties amended the Contract on May 15, 2019, to incorporate third -party products and price lists.
G. The parties amended the Contract on January 1, 2020, to incorporate unit price adjustments.
H. The parties amended the Contract on January 1, 2021, to incorporate unit price adjustments.
I. The parties amended the Contract on May 17, 2021, to incorporate unit price adjustments and add the
Domestic (U.S.) procurement preference clause.
J. The parties amended the Contract on January 1, 2022, to incorporate unit price adjustments and replace
the commercial non-discrimination clause.
K. The parties amended the Contract on July 1, 2022, to extend the Term of the Contract by the first of two
(2) two-year renewal terms and to incorporate certain other changes.
L. The parties amended the Contract on December 22, 2022, to incorporate price adjustments and to
incorporate certain other changes.
% The parties amended the Contract to extend the Term of the Contract by the second of two (2) two-year
renewal terms and to incorporate certain other changes.
N. The parties now desireto amend the Contract to incorporate the 2024 price list and the third -party products
lists and to incorporate certain other changes.
KOMPAN, INC. 1
AMENDMENT THIRTEEN
Contract#: 2017001135
Amendment #: 13
Vendor It: 303668
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
hereby agree to the following:
AGREEMENT
1. The terms of the Contract are restated by and incorporated into this Thirteenth Amendment by reference.
2. Defined terms used in this Thirteenth Amendment shall have the same meaning as are assigned to such
terms in the Contract.
3. This Thirteenth Amendment incorporates price adjustments for 2024 in Exhibit A.3 and the Third Party Price
List 2024 attached in Exhibit A.4.
4. Except to the extent specifically provided above, this amendment shall not be interpreted or construed as
waiving any rights, obligations, remedies, or claims the parties may otherwise have under the Contract.
S. In all other respects and except as modified herein, the terms of the Contract shall remain in force and
effect.
(Signature Page Follows)
KOMPAN, INC.
AMENDMENT THIRTEEN
Contract#: 2017001135
Amendment #: 13
Vendor#: 303668
• IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each
and every provision hereof, the parties have caused this Thirteenth Amendment to be executed as of the
date first written above.
NOMPAN, INC.:
BY: —
(signature)
PRINT NAME: !r� c. (_JLa..at•S
CITY OF CHARLOTTE:
CITY MANAGER'S OFFICE
BY: See Attachment Below
(signature)
PRINT NAME:
TITLE: TITLE:
DATE: (. z_I Z7 17..�Z 3 DATE:
KOMPAN, INC.
AMENDMENT THIRTEEN
Digital Contract Routing Form
Non -Encumbered
Date Submitted: January 08, 2024
Submitted by: Angelica Witherell Submitteremail:angelica.wtherell@charlottenc.gov
Contract #: 2017001135 Amendment #:l
Contract Name: Playground Equipment, Site Accessories, Surfacing, and Related Products and Services
Vendor Legal Name: Kompan, Inc.
Vendor#:303668
REQUIRED ATTACHMENT(S):
Use the Paperclip icon to attach a full Contract Document Routing Packet for review by the authorized
City individual with signature authority. The Routing Packet MUST include all required components per
the direction provided at:
The following signatures, once completed, shall be incorporated by reference into the contractual
document identified above.
City of Charlotte
oc1.'.z �C�.ldot2
Gy. ReliEBit W ]08p40o1038aea9060�
Page 1 of 2
ACCOCERTIFICATE OF LIABILITY INSURANCE
DATE (M7/2023
12/2/2023R"
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Willis Towers Watson Midwest, Inc.
e/o 26 century Blvd
P.O. Boa 305191
CONTACT Willis Towers Watson Certificate Center
AME
PHONE 1-877-995-7378� No: 1-888-467-2378
A ORFSS, certificates Ciwillis. com
NSURERIS)AFFORDNG COVERAGE
NAICe
Nashville, TN 372305191 USA
INSURER A: Zurich America. Insurance company
16535
INSURED
K¢rzpan Inc.
INSURER B: Scottsdale Insurance Company
41297
Krmpao California, Inc
INSURER C:
INSURER 0:
605 W Howard Lane, Suite 101
INSURER E:
Austin, TX 78753
INSURER F:
COVERAGES CERTIFICATE NUMBER: W32097428 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
7YPEOFINSURANCE
ADOL
POUCYNUMBER
POLICY EFF
Do YYYY
POLICY WIMP
DIY
LINTS
X
COMMERCIAL GENERAL LIABILITY
EACHOCCURRENCE
3 5,000,DOD
CIAMSMADE X OCCUR
ETOItFW
PREMISES Ea wo�moel
S 250,000
MET) EXP(Any we person,
3 5,000
A
X
Owners a Contractors
Y
Y
CLO 1058275-08
04/Dl/2023
04/01/2029
PERSCNALSADV INJU RY
$ 5,000,000
GEMLAGGREGATE LIMIT APPLIES PER.
GENERALAGGREGATE
$ 5, 000, ODD
POLICY PRO LOC
JX JECT
PRODUCTS-COMMPA13G
$ 5,000, D00
OTHER.
AUTOMOBILE LIABILITY
(0r'BNEDSINGLE LIMIT
Ea a ,4onl
$ 1,000,DOD
BODILY NJURY{Per person)
3
x ANY AUTO
A
ON,NED SCHEDULED
AUTOS ONLY AUTOS
Y
Y
BAP-0246011-05
D4/01/2023
04/01/2D24
BODILY NJURY(Formadent)
$
PROPERTY DAMAGE
Per atofdent
$
HIRED NONOMED
AUTOS ONLY PAUTOS ONLY
8
UMBRELLALIAB
X
OCCUR
EACH OCCURRENCE
$ 5,000,000
x
AGGREGATE
$ 5,000,000
EXCESS UAB
CAMSMADE
XLS20DI762
09/Ol/2023
04/01/2024
DED RETENTION$
$
A
WORKERSCOMPENSATION
ANDEMPLOYERS'UABWY/N TY
ANYPROPRIETORIPARTNERIEXECUTIVE
OFFICERMEMSER EXCLUDED? "
(MendamVin NH)
NIA
Y
WC-0246012-05
04/Ol/2023
04/01/2024
X PER OTH-
STATUTE ER
EL EACH ACCIDENT
E.L. DISEASE -EA EMPLOYE
II 1,000, 000
$ 1,OD0,000
R yes,. deso$,e under
DESCRIPTION OF OPERATIONS below
I
E.L. DISEASE -POLICY LIMIT
3 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VIDA CLES(ACORD101. Addda"ftmelksS ftedu(e, nwy be maenad if more spare i% emui xB
This Voids and Replaces Previously Issued Certificate Dated 04/26/2023 WITH ID: W26053451.
Certificate Holder is included as an Additional Insured as respects to General Liability when required by written
contract. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or
which may be purchased by Additional Insureds) when required by written contract. Waiver of Subrogation applies in
favor of Additional Insureds) with respects to General Liability when required by written contract.
City of Charlotte
Procurement Management Division
600 East 4th Street
Charlotte, NC 28202
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
ss xa: 2SISR498 ewrtn: 725RRR7
AGENCY CUSTOMER ID:
LOC M.
ADDITIONAL REMARKS SCHEDULE
Page 2 of 2
AGENCY
HAMEOINSUREO
Willis Towers Watson Midwast, Inc.
Reap. Inc.
Runpan California, Inc
605 9 Howard Lane, Suite 101
POUCYNUMOER
See Page 1
Austxn, TX 7e753
CARRIER
NAIC CODE
See Page 1
Sae Page 1
EFFECTIYEDATM See Page 1
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: _ 25 _.. FORM TITLE: Certificate of Liability insurance
Certificate Holder is included as an Additional Insured as respects to Auto Liability when required by written
contract. Auto Liability policy shall be Primary and Non-contributory with any other insurance in force for or which
may be purchased by Additional Insureds) when required by written contract. Waiver of Subrogation applies in favor
of Additional Insured(s) with respects to Auto Liability when required by written contract.
Waiver of Subrogation applies in favor of Certificate Holder/Additional Insured(s) with respects to Workers
Compensation as permitted by law.
Contract #2017001135-13
PRODUCTS
AND SERVICES
- PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED
ACORD 101 12008/01)
Co77HQ::EG7.7:7.7.7+777+7:L•tiC•l: �_lIE'f.1�7L7aSR'_S�
The ACORD name and logo are registered marks of ACORD
Certificate of Insurance
U ICH
NOTE: This insurance certificate describes the insurance cover as per the date of issuance of the certificate and it
does not imply any restriction for the insurance to be changed or cancelled.
The undertaking of Zurich Danmark, Filial of Zurich Insurance plc, Irland, does not in any case include, neither as
against the insured nor against any third party, anything other than stated in the insurance contract documents in
force at the time of application.
Zurich Danmark, Filial of Zurich Insurance plc, Irland
Zurich certifies that the following insurance policies have been issued to
Policyholder Kompan Holding A/S
C.F. Tietgens Boulevard 32C
5220 Odense SO
Denmark
Co -Insured Any subsidiary companies, any affiliated or associated companies
Type of insurance General Liability including Products Liability
Policy number 16207
Policy period April 1, 2023 — March 31, 2024
Geographical Area Worldwide excl. Russia, Belarus and Ukraine
Limit of liability Per Occurrence
Per Aggregate
USD 7.000.000
USD 7.000.000
Notwithstanding the currency used in this Certificate, the Policy currency is in DKK. The
Policy currency shall always prevail in the event of currency/ FX fluctuations and the
Sum Insured could never exceed the Sum Insured stated in the Policy.
Place and date Copenhagen, March 16, 2023
Zurich Danmark, Filial of Z ich Insurance plc, Irland
WCateriCahristoffern
CEO
Zurich Danmark, Filial of Zurich insurance pie, Irland
Reg.no. 31184606, reg.in Danish Bra nch Office Register
Postal address Ftederlksgade P, DK-1265 Copenhagen K, Denmark
Telephone: +45 3246 6600
Zurich Insurance pie
a public limited company incorporated in the Republic of Ireland
Regisinred office: Zurich House, Frascati Road, Blackrock,
C ounty Dublin, A94 X9Y3, I reland
Reg. no. 13460 in the Corporate Registration Office, Ireland
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
WC 00 0313
(Ed. 04-84)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our
right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named In the Schedule.
Schedule
ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT
WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE
PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR
ORGANIZATION
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required onlywhen this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 04/01/2023
Insured Kompan, Inc
Policy No. WC 0246012 - 05
Endorsement No.
Premium $
Insurance Company Zurich American Insurance Company Countersigned by
WC124 (4-84) Copyright 1983 National Council on Compensation Insurance, Inc. Page 1 of 1
we no ns ci
Additional Insured — Automatic — Owners, Lessees Or ZURICHR
Contractors
Policy Na
Erf Dale of Pol.
Exp. Date of PoL
W. Date of Fad.
Producer No.
Add'l, Rem
Retum P,een.
GLO 1058275-08
04/012023
04/01/2024
02058000
INCH
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured: KOMPAN, INC.
Address (including ZIP Code):
605 WEST HOWARD LANE SUITE 101
AUSTIN, TX 78753
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
A. Section 11 —Who Is An Insured is amended to include as an additional insured any person or organization whom you
are required to add as an additional insured on this policy under a written contract or written agreement. Such person
or organization is an additional insured only with respect to liability for "bodily injury', 'property damage" or "personal
and advertising injury' caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf,
in the performance of your ongoing operations or "your work" as included in the "products -completed operations
hazard", which is the subject of the written contract or written agreement.
However, the insurance afforded to such additional insured:
1. Only applies to the extent permitted bylaw; and
2. Will not be broader than that which you are required by the written contract or written agreement to provide for
such additional insured.
B. VWth respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to:
"Bodily injury", "property damage" or "personal and advertising injury' arising out of the rendering of, or failure to
render, any professional architectural, engineering or surveying services including:
a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; or
b. Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the
'bodily injury' or "property damage", or the offense which caused the "personal and advertising injury", involved the
rendering of or the failure to render any professional architectural, engineering or surveying services.
U-GL-1175-F CW (04113)
Page 1 of 2
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The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV —
Commercial General Liability Conditions:
The additional insured must see to it that:
1. We are notified as soon as practicable of an 'occurrence" or offense that may result in a claim;
2. We receive written notice of a claim or "suit" as soon as practicable; and
3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by
another insurer under which the additional insured may be an insured in any capacity. This provision does not
apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement
requires that this coverage be primary and non-contributory.
D. For the purposes of the coverage provided by this endorsement:
1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability
Conditions:
Primary and Noncontributory insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional
insured provided that:
a. The additional insured is a Named Insured under such other insurance; and
b. You are required by written contract or written agreement that this insurance be primary and not seek
contribution from any other insurance available to the additional insured.
2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV —Commercial
General Liability Conditions:
This insurance is excess over:
Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional
insured, in which the additional insured on our policy is also covered as an additional insured on another policy
providing coverage for the same 'occurrence', offense, claim or "suit". This provision does not apply to any
policy in which the additional insured is a Named Insured on such other policy and where our policy is required by
a written contract or written agreement to provide coverage to the additional insured on a primary and non-
contributory basis.
E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement
showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to
that identified additional insured.
F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to
Section III — Limits Of Insurance:
The most we will pay on behalf of the additional insured is the amount of insurance:
Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or
2. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
All other terms and conditions of this policy remain unchanged.
U-GL-1175-F CW (04/13)
Page 2 of 2
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Waiver Of Subrogation (Blanket) Endorsement
Policy No,
Eff. Date of Pol.
Fay. Date of Pot,
Eff, Dale of End.
Producer
Add -[Pr.
Relorn Pmn,
OLO 1058275-08
04/01/2023
04/01/2024
02058000
$ INCH
$
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorselnent modifies insurance provided tinder the:
Commercial General Liability Coverage Part
The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition:
If you are required by a written contract or agreement, which is executed before a loss, to waiveyour rights of recovery from
others, we agree to waive our rights of recovery. This waiver of riglits shall not be construed to be a waiver with respect to
any other operations in which the insured has no contractual interest.
U-OL-935-5 MV (I2101)
Page I of I
Notification to Others of Cancellation
or Nonrenewal
ZURICH
Policy No.
E£f. Datc o£Pol.
Exp. Datc of Pol.
Eff. Date of End.
Producer No.
Add'l. Prem
Retsnr Prem.
GLO 1058275.08
04M/2023
04/01/2024
04/01f2023
02058000
INCL
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
Liquor Liability Coverage Part
ProductslCompleted Operations Liability Coverage Part
A. If we cancel or non -renew this Coverage Part(s) by written notice to the first Named Insured for any reason other than
nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non -renewal:
1. To the name and address corresponding to each person or organization shown in the Schedule below; and
2. At least 10 days prior to the effective date of the cancellation or non -renewal, as advised in our notice to the first
Named Insured, or the longer number of days notice if indicated in the Schedule below.
B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will
mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or
organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation.
C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of
such notice.
SCHEDULE
Name and Address of Other Person(s) ! Organization(s):
Number of Days
Notice:
ANY PERSON OR ORGANIZATION TO WHICH YOU
ARE REQUIRED TO PROVIDE NOTICE OF CANCELLATION IN A
WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR
30
TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS
PROHIBITED BY LAW.
All other terms and conditions of this policy remain unchanged.
U-GL-1387-B CW (05110)
Page 1 of 1
Includes copyrighted material of Insurance SerAces Office, Inc., with its permission.
Coverage Extension Endorsement
ZURICHm
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Policy No. BAP 0246011 - 05 I Effective bate: 04/01/2023
This endorsement modifies insurance provided under the:
Business Auto Coverage Form
Motor Carrier Coverage Form
A. Amended Who Is An Insured
1. The following is added to the Who Is An Insured Provision in Section II —Covered Autos Liability Coverage:
The following are also "insureds":
a. Any "employee" of yours is an 'Insured" while using a covered "auto" you don't own, hire or borrow for acts
performed within the scope of employment by you. Any "employee" of yours Is also an "insured" while
operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your
permission, while performing duties related to the conduct of your business.
b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or
borrow to transport your clients or other persons in activities necessary to your business.
c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement.
d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract
or written agreement with you executed prior to any "accident", including those person(s) or organization(s)
directing your work pursuant to such written contract or written agreement with you, provided the "accident"
arises out of operations governed by such contract or agreement and only up to the limits required in the
written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less.
2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other
Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form:
Coverage for any person(s) or organization(s), where required by written contract or written agreement with you
executed prior to any "accident", will apply on a primary and non-contributory basis and any Insurance maintained
by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond
the terms and conditions of the Coverage Form.
B. Amendment —Supplementary Payments
Paragraphs a(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability
Coverage are replaced by the following:
(2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an
"accident" we cover. We do not have to furnish these bonds.
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a
day because of time off from work.
C. Fellow Employee Coverage
The Fellow Employee Exclusion contained in Section II —Covered Autos Liability Coverage does not apply.
U-CA-424-H CW(10121)
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D. Driver Safety Program Liability and Physical Damage Coverage
1. The following is added to the Racing Exclusion in Section II —Covered Autos Liability Coverage:
This exclusion does not apply to covered "autos' participating in a driver safety program event, such as, but not
limited to, auto ortruck rodeos and other auto ortruck agility demonstrations.
2. The following is added to Paragraph 2. In B. Exclusions of Section III — Physical Damage Coverage of the
Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV — Physical Damage
Coverage of the Motor Carrier Coverage Form:
This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not
limited to, auto or truck rodeos and other auto ortruck agility demonstrations.
E. Lease or Loan Gap Coverage
The following is added to the Coverage Provision of the Physical Damage Coverage Section:
Lease Or Loan Gap Coverage
In the event of a total 'loss' to a covered "auto', we will pay any unpaid amount due on the lease or loan for a
covered "auto'. less:
a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and
b. Any:
(1) Overdue lease or loan payments at the time of the 'loss;
(2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage;
(3) Security deposits not returned by the lessor;
(4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with
the loan or lease; and
(5) Carry-over balances from previous leases or loans.
F. Towing and Labor
Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following:
We will pay up to $75 for towing and labor costs incurred each time a covered "auto" that is a "private passenger
type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement.
As used in this provision, "private passenger type" means a private passenger or station wagon type "auto' and
includes an "auto' of the pickup or van type if not used for business purposes.
G. Extended Glass Coverage
The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section:
If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and
Is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass
repaired rather than replaced.
H. Hired Auto Physical Damage — Increased Loss of Ilse Expenses
The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the
following:
Loss Of Use Expenses
For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for
loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We
will pay for loss of use expenses if caused by:
(1) Other than collision only If the Declarations indicate that Comprehensive Coverage is provided for any covered
..auto";
U-CA-424-H CW (10121)
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(2) Specified Causes Of Loss only If the Declarations indicate that Specified Causes Of Loss Coverage is provided
for any covered "auto"; or
(3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto".
However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000.
I. Personal Effects Coverage
The following is added to the Coverage Provision of the Physical Damage Coverage Section:
Personal Effects Coverage
a. We will pay up to $750 for "loss" to personal effects which are:
(1) Personal property owned by an "insured", and
(2) In or on a covered "auto".
b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of:
(1) The reasonable cost to replace; or
(2) The actual cash value.
c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered
"auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of
the following:
(1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other
documents of value.
(2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches,
precious or semi-precious stones.
(3) Paintings, statuary and other works of art.
(4) Contraband or property in the course of illegal transportation or trade.
(5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment.
Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss".
J. Tapes, Records and Discs Coverage
1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage
Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier
Coverage Form does not apply.
2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the
Physical Damage Coverage Section:
We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic
equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices:
(a) Are the property of an "insured'; and
(b) Are in a covered "auto" at the time of "loss".
The most we will pay for such "loss" to tapes, records, discs or other similar devices Is $500. The Physical
Damage Coverage Deductible Provision does not apply to such "loss".
K. Airbag Coverage
The Exclusion in Paragraph B.3.a. of Section III — Physical Damage Coverage In the Business Auto Coverage Form
and the Exclusion In Paragraph BA.a. of Section IV — Physical Damage Coverage In the Motor Carrier Coverage
Form does not apply to the accidental discharge of an airbag.
L. Two or More Deductibles
The following is added to the Deductible Provision of the Physical Damage Coverage Section:
U-CA-424H CW (10121)
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If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you
by us, the following applies for each covered "auto" on a per vehicle basis:
1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, It will be waived; or
2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by
the amount of the smaller (or smallest) deductible.
M. Temporary Substitute Autos — Physical Damage
1. The following is added to Section I —Covered Autos:
Temporary Substitute Autos — Physical Damage
If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following
types of vehicles are also covered "autos" for Physical Damage Coverage:
Any "auto" you do not own when used with the permission of Its owner as a temporary substitute for a covered
"auto" you do own but is out of service because of Its:
1. Breakdown;
2. Repair;
3. Servicing;
4. "Loss'; or
5. Destruction.
2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section:
Temporary Substitute Autos — Physical Damage
We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or
omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other
party.
The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it
replaces.
N. Amended Duties In The Event Of Accident, Claim, Suit Or Loss
Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following
a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice
of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or
"loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited
liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any
agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate
the insurance afforded by this policy.
Include, as soon as practicable:
(1) How, when and where the "accident" or "loss" occurred and If a claim is made or "suit" is brought, written
notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit";
(2) The "insured's" name and address; and
(3) To the extent possible, the names and addresses of any injured persons and witnesses.
If you report an "accident", claim, "suit" or "loss" to another Insurer when you should have reported to us, your
failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon
as practicable after the fact of the delay becomes known to you.
O. Waiver of Transfer Of Rights Of Recovery Against Others To Us
The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition:
U-CA-424-H CW (10/21)
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This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or
"loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only
applies to the person or organization designated in the contract.
P. Employee Hired Autos —Physical Damage
Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other
Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced
by the following:
For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
(1) Any covered "auto" you lease, hire, rent or borrow; and
(2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or
elected or appointed official with your permission while being operated within the course and scope of that
"employee's" employment by you or that elected or appointed official's duties as respect their obligations to you.
However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".
Q. Unintentional Failure to Disclose Hazards
The following is added to the Concealment, Misropresentation Or Fraud Condition:
However, we will not deny coverage under this Coverage Form if you unintentionally:
(1) Fail to disclose any hazards existing at the Inception date of this Coverage Form; or
(2) Make an error, omission, Improper description of "autos" or other misstatement of information.
You must notify us as soon as possible after the discovery of any hazards or any other information that was not
provided to us prior to the acceptance of this policy.
R. Hired Auto —World Wide Coverage
Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following:
(5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less,
S. Bodily Injury Redefined
The definition of "bodily injury" in the Definitions Section Is replaced by the following:
"Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish,
resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease.
T. Expected Or Intended Injury
The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section 11— Covered Auto Liability
Coverage is replaced by the following:
Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does
not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or
property.
U. Physical Damage —Additional Temporary Transportation Expense Coverage
Paragraph AA.a. of Section III — Physical Damage Coverage is replaced by the following:
4. Coverage Extensions
a. Transportation Expenses
We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you
because of the total theft of a covered "auto" of the private passenger type. We will pay only for those
covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will
pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and
ending, regardless of the policy's expiration, when the covered "auto" Is returned to use or we pay for its
"loss'.
U-CA-424-H CW (10121)
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V. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto
The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section:
In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or
"auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost
of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a
maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative
fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease
agreement.
To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of
propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas,
either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be
powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by
biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source.
W. Return of Stolen Automobile
The following Is added to the Coverage Extension Provision of the Physical Damage Coverage Section:
If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay
only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage.
All other terms, conditions, provisions and exclusions of this policy remain the same.
U-CA-424-H CW (10121)
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