SC049-B_Contract_TeknionLLC_Execut.pdf

STATE CONTRACT 049-B

OPEN OFFICE FURNITURE AND SYSTEMS FURNITURE

The parties to this contract (Contract) are the state of North Dakota, acting through its State Procurement Office (STATE), and Teknion LLC having its principal place of business at 350 Fellowship Road, Suite 100, Mount Laurel, NJ 08054(CONTRACTOR);

1. DEFINITIONS

a. ANSI: A source for standards and conformity assessments by the American National Standards Institute. See www.ansi.org for more information.

b. ANSI/BIFMA: Safety and performance standards developed by The Business and Institutional Furniture Manufacturers Association (BIFMA) engineering committee. See www.bifma.org for more information.

c. ASTM: American Society for Testing and Material that develops international standards for materials, products, systems and services used in construction, manufacturing and transportation. See www.astm.org for more information.

d. Authorized Dealer: A qualified firm that has been designated by the OEM CONTRACTOR as authorized to sell products and perform services under this Contract.

e. BIFMA: The Business and Institutional Furniture Manufacturers Association. See www.bifma.org for more information.

f. California Technical Bulletin 117-2013: “Requirements, Test Procedure and Apparatus for Testing the Smolder Resistance of Materials Used in Upholstered Furniture”, June 2013.

g. CMF: Color, Material and Finish.

h. KD: Knocked down furniture that requires assembly after delivery.

i. LCA: Life Cycle Assessment is the investigation and evaluation of the environmental impacts of a given product or service caused or necessitated by its existence.

j. MSDS or SDS Safety Data Sheets: Material Safety Data Sheets. See www.msds.com for more information.

k. NFPA 260: National Fire Protection Association – Flammability requirements for textiles. See www.nfpa.org for more information.

l. OEM: Original Equipment Manufacturer (CONTRACTOR) of office furniture.

m. Ordering Agency means an entity (such as a state agency, political subdivision, institution of higher education, etc.), considered eligible by meeting the requirements of section 3 “Cooperative Purchasing” listed in this Contract, who has indicated its intent to participate in this Contract by signing a Participating Addendum (Exhibit A) with the consent of its State Procurement Official.

n. OSHA: Occupational Safety Health Administration. See www.osha.gov for more information.

o. State Contract Manager means STATE’s designated Procurement Officer who will manage and approve any modifications throughout this Contract.

p. Underwriters Laboratories: (UL) Independent, not-for-profit product safety testing and certification organization. See www.ul.com for more information.

q. Volume Discount: A percentage discount offered by the seller to the buyer for purchasing a stated dollar amount of furniture products to be delivered at one time or over a specified period.

r. VOCs: Volatile Organic Compounds.

s. Wooden: The term wooden is meant to include, wood, or wood veneer, or wood laminate.

2. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, shall provide the following:

a. Workspace Furniture Products: Broken into three (3) sub-categories of coordinated workspace furniture to include 1) Systems Furniture and Accessories, 2) Desks/Tables and Accessories, and 3) Filing and Storage and Accessories. The categories and sub-categories (listed below) contain descriptions of specific types of to be included; however, STATE has

DocuSign Envelope ID: FCDDF064-041D-4C22-8D4B-B5EE54067132 http://www.ansi.org/ http://www.bifma.org/ http://www.astm.org/ http://www.bifma.org/ http://www.msds.com/ http://www.nfpa.org/ http://www.osha.gov/ http://www.ul.com/ indicated the specific types of furniture included or not included in this Contract below. Exhibit A, included as a part of this Contract lists the established pricing structures and discounts associated with specific lines and types of furniture available for purchase through this Contract.

All products offered in this Contract must be standard catalogue items for which printed literature, specifications, and certified test results are available. All panel system products offered in response to this RFP must meet or exceed most current applicable test and performance standards prescribed in ANSI/BIFMA X5.6-2016 Panel Systems – Tests, all desks and tables offered in response to this RFP must meet or exceed most current applicable test and performance standards prescribed in ANSI/BIFMA X5.5-2014 Desks/Table Products – Tests, all storage products offered in response to this RFP must meet or exceed the most current applicable test and performance standards prescribed in ANSI/BIFMA X5.9-2004 Storage Units – Tests.

1) Systems Furniture and Accessories: Systems furniture, including monolithic and frame and tile, is a generic term for panels, work-surfaces, shelves, and other items sold by a single manufacturer as a package for furnishing offices. Cubicles and the sea of cubicles are the items most often associated with systems furniture, but other open plan arrangements are included.

i. Workspace furniture must be designed in a manner that allows assembly and disassembly to occur with minimal disruption, time, noise volume, and space usage.

Workspace furniture must be designed in a manner that components may be completely removed from one side without disturbing the other workstation.

ii. Individual quotes to Ordering Agencies must include all miscellaneous items (hardware, brackets, clamps, braces, etc.) that would be necessary for the installation and layout in compliance with the manufacturer’s recommendation.

Manufacturer’s standard trim for all exposed panel ends, panel junctions, corners or changes in height must be included in the quote. Additional items or charges cannot be added after award of order, unless prior approved by the Ordering Agency.

iii. Component mounting hardware must be concealed from view or flush, and feature safety locking devices or be manufactured in a manner to prevent accidental dislodging. Exposed fasteners (screw heads, bolts, hinges, etc.) that are not flush mounted are not permitted. All connectors and fasteners must be capable of being installed and dismantled without damage to panels or adjacent surfaces.

iv. Case-goods must be designed in a manner that allows assembly and disassembly to occur with minimal disruption, time, noise volume, and space usage.

v. All product shipped must have an identification tag/sticker which must include the following information: manufacturer’s name, model number, and year built.

vi. OEM must provide standard trim for all exposed ends, junctions, corners or changes in height.

2) Desks/Tables and Accessories: A desk/table is a freestanding unit having a work surface that is supported by legs or pedestals, in some instances; the unit will have sit-to-stand capability, drawer(s), doors, or other storage elements. Free-standing desks included in this category are included in this Contract.

i. All products offered in this Contract shall be standard catalogue items for which printed literature, specifications, and certified test results are available. Desks and tables offered must meet or exceed most current applicable test and performance standards described in ANSI/BIFMA X5.5-2014 Desks/Table Products – Tests.

ii. Desks and Tables furniture must be designed in a manner that allows assembly and disassembly to occur with minimal disruption, time, noise volume, and space usage.

Furniture must be designed in a manner that components may be completely removed from one side without disturbing the other workstation.

DocuSign Envelope ID: FCDDF064-041D-4C22-8D4B-B5EE54067132

iii. All products shipped must have an identification tag/sticker which must include the following information: manufacturer’s name, model number, and year built.

iv. Individual quotes to Ordering Agencies must include all miscellaneous items (hardware, brackets, clamps, braces, etc.) that would be necessary for the installation and layout in compliance with the OEM’s recommendation. OEM’s standard trim for all exposed corners or changes in height must be included in the quote. Additional items or charges cannot be added after award of order, unless prior approved by the Ordering Agency.

v. Component mounting hardware must be concealed from view or flush, and feature safety locking devices or be manufactured in a manner to prevent accidental dislodging. Exposed fasteners (screw heads, bolts, hinges, etc.) that are not flush mounted are not permitted. All connectors and fasteners must be capable of being installed and dismantled without damage to panels or adjacent surfaces.

3) Filing and Storage and Accessories: The filing and storage category may include, but is not limited to; bookcases, wardrobes, cabinets, Free-standing and mobile pedestals, and wall mounted shelving. This category does not include shelving units that are attached to system furniture cubicle walls.

i. All products offered in this Contract must meet current ANSI/BIFMA Storage Units – Tests. The Ordering Agencies reserve the right to request second party testing data. Do not submit independent test data or published literature to prove compliance with ANSI/BIFMA, however, the Ordering Agencies reserve the right to request second party testing data at any time.

ii. All products offered in this Contract shall be standard catalogue items for which printed literature, specifications, and certified test results are available.

iii. Individual quotes to Ordering Agencies must include all miscellaneous items (hardware, brackets, clamps, braces, etc.) that would be necessary for the installation and layout in compliance with the manufacturer’s recommendation.

Manufacturer’s standard trim for all exposed panel ends, panel junctions, corners or changes in height must be included in the quote. Additional items or charges cannot be added after award of order, unless prior approved by the Ordering Agency.

iv. Case-goods must be designed in a manner that allows assembly and disassembly to occur with minimal disruption, time, noise volume, and space usage.

v. All products shipped must have an identification tag/sticker which must include the following information: manufacturer’s name, model number, and year built.

4) Not Available: The sub-category items listed below are not available for purchase through this Contract. These items are listed as follows:

i. Tables: Conference room tables, small office tables, side tables, and dining tables.

ii. Seating: This includes both high back and standard executive chairs, conference room chairs, task/work chairs that may have multiple seat pan sizes and are either mesh back or fabric with arms or without and guest/side chairs that have both four point and star bases. This also includes optional reception/lounge seating, dispatch chairs, stackable/foldable chairs, collaborative, stationary, and height adjustable stools.

b. Design Services: Design services may include space planning, installation plans, furniture migration strategies, reconfiguration of existing system(s), assistance with product selection, and computerized installation drawings. CONTRACTOR, through their Authorized Dealers, must provide to all Ordering Agencies design, reconfiguration, and layout services at the contracted hourly rate as shown in section 4, Compensation. Design services shall include the following as needed and desired by the Ordering Agency:

1) Fabric, paint, and finishes must be available electronically and incorporated in CAD drawings to aid in the selection process.

2) CONTRACTOR shall determine, with the consultation of the Ordering Agency, the goals, objectives, and limitations. An on-site inspection with field measurements may be requested. Accuracy of all facility dimensions, obstructions, and attributes must be the responsibility of the Authorized Dealer.

3) Authorized Dealer is responsible for overages, shortages, or all other ordering errors resulting from orders based on the design work completed by the Authorized Dealer.

Approval of design work by the Ordering Agency does not constitute responsibility for the Authorized Dealer design or ordering process.

4) Designs will consider the organizational interaction of individuals and groups.

5) CONTRACTOR shall provide computerized installation drawings that are clear, concise plans and elevations suitable for review by the Ordering Agency and use by installation crews shall be furnished. Reproducible copies shall be provided to Ordering Agency.

CONTRACTOR shall have fabric, paint and finishes available electronically and incorporated into the drawings to aid in the selection process. The drawings shall show in detail, the position of all new furniture produces, wall heights, colors, types of panels and voice/data outlets.

6) The Authorized Dealer must provide an installation plan showing in detail, the position of all new furniture products, wall heights, colors, types of panels, and voice/data outlets. The Ordering Agency’s project manager shall approve, in writing, the final plan.

7) The Authorized Dealer must be responsible for all plans and their review for correct product application and stability. The Authorized Dealer is responsible for notifying the Ordering Agency’s project manager immediately of any deviations or inconsistencies with product capabilities, including unusual assembly requirements.

8) In reviewing plans that may require new construction and design, CONTRACTOR should note the feasibility of using existing components, which should be scheduled for re-use and clearly noted in the design.

9) If the Authorized Dealer is found to have designed and specified a new furniture installation which does not fit properly due to inaccurate floor plans, it is the Authorized Dealer responsibility (financially and logistically) to resolve the matter to the Ordering Agency’s satisfaction. No payment must be made until the issue is fully resolved and approved by the Ordering Agency’s project manager.

10) CONTRACTOR shall aid with furniture selection. Recognition of similar solutions new construction. Electrical needs, special construction, and color coordination shall be noted on plans. Panel heights, colors, acoustical and panel locations, and component elevations, and existing furniture and equipment planned for reuse should be considered and shown in order to prepare complete, functional and attractive floor plans and should be clearly identified for review.

11) The Authorized Dealer must not charge a design fee to the Ordering Agency for any designs completed during the quoting process. Design fees will be collected only if the Authorized Dealer is awarded the project.

12) CONTRACTOR is responsible for accurately specifying all necessary products including parts, components, connectors, fillers, trim pieces, and other items in the plan on the component list. If parts are missing at assembly time, CONTRACTOR is responsible for quick shipment of the missing parts.

13) If an Ordering Agency is reconfiguring an office space the Authorized Dealer must provide design services as a standalone service without the need to place an order for furniture.

The Authorized Dealer must provide a not to exceed quote for design services prior to beginning work.

14) The Authorized Dealer must comply with all applicable Federal, State, Borough, and Local regulations, codes, and laws and be liable for all required insurance, licenses, permits, bonds, taxes, inspections, and prevailing wage requirements.

15) Reconfiguration of existing furniture:

i. PRODUCT INVENTORY. A designer is required to go out to the existing space and assess/inventory the existing furniture layout and products. A drawing and specification list of the existing furniture layout is required prior to beginning a reconfigure.

ii. If the original design was completed by CONTRACTOR or Authorized Dealer and they have the drawings/design on file, the Authorized Dealer shall verify the existing layout against the drawings then update the drawings to verify we have an accurate design/layout/count of existing products prior to beginning the new design.

iii. If the original design was not completed by CONTRACTOR or Authorized Dealer or they don’t have drawings/design on file, then the Authorized Dealer shall need to create a new set of drawings that reflect the current furniture layout prior to beginning the new design.

iv. FIELD VERIFICATION of facility dimensions, this includes going on site to inspect and measure the space along with updating the Ordering Agency provided CAD drawings to reflect accurate dimensions, or creating the CAD drawings if they don’t exist.

v. FURNITURE SPACE PLANNING, LAYOUT, and 3D RENDERING, this may include multiple revisions based on Purchasing Entity feedback. Space planning may include preliminary block plans to determine space utilization or may include specific product application and design. Designers shall ensure that drawings meet all building, electrical and fire codes, and may obtain approval from building department as required.

vi. FURNITURE SPECIFICATION, this includes creating parts lists based on the layout of the space, application of CMF, and specification/coordination of electrical/data.

This also includes a double check of work to make sure all specifications meet code and match the requested finishes, quantities and sizes on the floor plan. This may also include time to research and present multiple product options as requested.

Each time the layout or CMF is revised the specification must also be revised. A proposal is created from final specifications and allows an order to be placed.

vii. COLOR, MATERIAL and FINISH (CMF) recommendations. This may include time to research and present multiple options as requested. When an Ordering Agency’s own material is selected, a designer must spend time verifying yardage and application of their own material along with availability and compatibility on product.

Each time colors or finishes are revised by an Ordering Agency the specification must also be revised.

viii. FINAL FLOOR PLANS are created and used for Ordering Agency sign off and installation, to include furniture layout, electrical/data locations, etc. These may be provided to an Ordering Agency as a printed copy or electronic PDF format.

ix. The Authorized Dealer must comply with all applicable Federal, State, Borough, and Local regulations, codes, and laws and be liable for all required insurance, licenses, permits, bonds, taxes, and inspections.

c. Installation Services: Installation services may include labor required to disassemble, assemble, delivery, set-up, install, and otherwise finish an office installation or remodel project.

CONTRACTOR or Authorized Dealer must take precautions during the installation of any product not to damage the premises or the property of the Ordering Agency. If damages do occur as a result of operations under this contract, CONTRACTOR or Authorized Dealer is responsible for ensuring that the affected area/item(s) are returned/restored to their original condition or CONTRACTOR or Authorized Dealer must make restitution, as agreed upon by the parties. CONTRACTOR, through their Authorized Dealers, must provide to all Ordering Agencies installation services at the contracted hourly rate as shown in section 4, Compensation. Installation services shall include the following as needed and desired by the Ordering Agency:

1) CONTRACTOR will be responsible for receipt of all products, unloading inside delivery and protection of same, coordinating delivery time with the Ordering Agency at no additional cost. CONTRACTOR must be prepared to warehouse incomplete shipments until all essential products are available for complete installation. Warehousing may also be required if the product is not delivered precisely as acknowledged and or to better coordinate installation scheduling. An installation schedule should be established and adhered to.

2) CONTRACTOR is responsible for ordering any missing, damaged, or incorrect items upon discovery. The Ordering Agency shall incur no additional charges for CONTRACTOR’s error.

3) CONTRACTOR shall provide installers that are trained and certified to install the systems.

4) CONTRACTOR shall be fully responsible for the assembly team and supervision of the team.

5) CONTRACTOR’s installers will be responsible for coordinating with building management officials and local municipal authorities, obtaining all necessary permits including required insurance, as applicable. CONTRACTOR is responsible to obtain and be familiar with any rules or regulations pertaining to access to building work sites.

6) Installation is to include clean up and removal of any and all packing materials and trash from the building upon completion of the job.

7) All panels and components are to be installed in accordance with installation drawings.

8) CONTRACTOR shall take precautions during the installation of any product not to damage the premises or the property of the Ordering Agency. If damages do occur as a result of operations under this Contract, CONTRACTOR is responsible for ensuring that the affected area/items are returned/restored to their original condition or CONTRACTOR shall make restitution as agreed upon by the parties.

9) The Ordering Agency reserves the right to hire or make arrangements for additional cleaning personnel if CONTRACTOR or Authorized Dealer, after notification and request for correction, is not able to properly clean and ready the site for occupation by the designated move in date.

10) The cost of additional cleaning must be fully reimbursed by CONTRACTOR or Authorized Dealer if CONTRACTOR or Authorized Dealer does not correct the issue promptly to allow for occupation of the site on the designated move in date.

11) CONTRACTOR or Authorized Dealer must work cooperatively with the Ordering Agency and participate in the final walk-through inspection and provide a punch out checklist, if requested.

12) The punch out written checklist must be a listing of any missing, incorrect, or damaged items.

13) For desks, tables, filing, metal storage and wooden case-goods, CONTRACTOR or Authorized Dealer must place all desk, tables, filing, metal storage and wooden case-goods in the location designated by the design plan or Ordering Agency.

14) CONTRACTOR or Authorized Dealer is responsible to ensure that a final cleaning will be completed prior to the final walk-through and must include a wet wipe down of all surfaces, vacuuming of carpet or broom sweeping of solid surface flooring, and any other cleaning required for the work stations to be in move-in condition.

15) CONTRACTOR must work cooperatively with the Ordering Agency and participate in a final walk-through inspection.

d. Customer Service:

1) CONTRACTOR must have one lead representative. Contact information must be kept current.

2) Ordering Agencies must have the option of ordering through the OEM direct or through the

Authorized Dealer network.

3) CONTRACTOR or their Authorized Dealer Customer Service Representative(s) must be available by phone or email at a minimum, from 8AM to 5PM on Monday through Friday for the applicable time zones in North Dakota.

4) CONTRACTOR or their Authorized Dealer Customer Service Representative will respond to inquiries within one (1) business day.

5) CONTRACTOR or their Authorized Dealer must provide design services for the applicable categories.

6) CONTRACTOR or their Authorized Dealer must provide Installation Services for the applicable categories.

7) Project Management Services must be provided by CONTRACTOR or their Authorized Dealer. It is no additional charge.

8) Quotes provided to the Ordering Agency by CONTRACTOR or their Authorized Dealer must contain, at a minimum, the following elements:

i. Contract number

ii. Item list price

iii. Contracted discount percent

iv. Contract price

v. Installation, design, and reconfiguration fees shown as hourly rates

9) Quotes provided by CONTRACTOR or their Authorized Dealer must be approved by the Ordering Agency prior to work commencement.

10) Invoices provided by CONTRACTOR or their Authorized Dealer must contain, at a minimum, the following elements:

i. Purchase order number or other identifying order number

ii. Contract number

iii. Payment terms must be in line with this Contract

iv. Pricing that reflects that which is on the purchase order or other ordering confirmation documentation as applicable (i.e. signed quote, work order, etc.)

3. COOPERATIVE PURCHASING

This contract is a cooperative purchasing contract established pursuant to N.D.C.C § 54-44.4-13. This contract is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C § 39-04.2, and the International Peace Garden (hereafter known as “Ordering Agencies”). Participation in this open-ended Contract is not mandated; therefore, the estimated volume of this Contract is not known.

CONTRACTOR may contact the Procurement Officer for assistance in determining whether an entity is eligible to purchase under this Contract.

4. COMPENSATION

a. Pricing – Products and Services

1) All pricing must be guaranteed for each twenty-four (24) month renewal or twelve (12) month extension period (guarantee period). Following the guarantee period (renewal or extension period), any request for price adjustment must be for the guarantee period and must be submitted at least ninety (90) calendar days prior to the effective date. Requests for price adjustment must include sufficient documentation supporting the request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed

DocuSign Envelope ID: FCDDF064-041D-4C22-8D4B-B5EE54067132 http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.legis.nd.gov/cencode/t39c04-2.pdf price list. Documentation shall include, but not be limited to, the manufacturers national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The State Contract Manager shall conduct a thorough investigation of the data provided and substantiate whether the increase is valid and justified. Any adjustment or amendment to the contract will not be effective unless approved by the State Contract Manager. STATE will be given the immediate benefit of any decrease in the market, or allowable discount.

b. Pricing - Products

1) The State of North Dakota discount matrix will apply to this Contract (see Exhibit A). STATE will be given the immediate benefit of any decrease in the market or allowable discount.

2) Pricing shall remain firm for the first year of the Master Agreement(s). CONTRACTOR may update the pricing in Exhibit A one (1) time every twenty-four (24) month renewal or twelve

(12) month extension period) after the first contract period. The State Contract Manager will review a documented request for Exhibit A adjustment only after the price guarantee period as defined in item “a” of section 4 listed above in this Contract. The requested increase must be based upon a documented cost increase to CONTRACTOR that is directly correlated to the price of the products on CONTRACTOR’s Exhibit A that are covered under this Contract. The price adjustment must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to Exhibit A.

3) The State Contract Manager shall determine whether the requested Exhibit A price increase or an alternate option is in the best interest of STATE. Exhibit A price increase request must be made at least ninety (90) calendar days prior to the effective date, and shall not go into effect until a contract amendment has been fully executed. Any approved Exhibit A price adjustments will carry a price guarantee period of twenty-four (24) months and be effective on the date of the contract amendment or the designated effective date.

4) No retroactive price adjustments will be allowed for Exhibit A price adjustments.

c. Pricing – Installation, Reconfiguration, and Design Services

Pricing for services will be charged as a firm-fixed hourly rate:

1) CONTRACTOR may submit a request for a price increase to the State Contract Manager.

Requests for a price increase must include notice or other evidence that the increase is applicable to all customers. STATE reserves the right to accept or reject, within 30 days, or cancel the Contract. The price increases will become effective as set forth in a written amendment to this Contract.

2) Design, Installation and Reconfiguration Services: CONTRACTOR shall provide, through their Authorized Dealer network, all design, installation, layout, and reconfiguration services to all Ordering Agencies. Design, specification and layout services will be charged on an hourly basis; the maximum charge for each of these services will not exceed $70.00 per hour. Installation, reconfiguration, and project management charges for all products offered through this Contract will be charged on an hourly basis; the maximum charge for each of these services will not exceed ($65.00) per hour. Service charges will be included as a line item in the quote provided by the Authorized Dealer. All services shall include any materials or equipment

d. Payment

1) Payment made in accordance with this Compensation section shall constitute payment in full for the services and work performed and the deliverables and work(s) provided under this Contract and CONTRACTOR shall not receive any additional compensation hereunder.

2) Payment is to be made within thirty (30) days after a correct invoice is received. All payments to Authorized Dealer will be remitted by mail, electronic funds transfer, or the State of North Dakota’s Purchasing Card (major credit card). The acceptance by Dealer of final payment, without a written protest filed with the Ordering Agency within ten (10) business days of receipt of final payment, shall release an Ordering Agency from all claims and all liability to the Dealer and/or CONTRACTOR. An Ordering Agency’s payment for the Procurement Item(s) and is without prejudice to any all claims that the Ordering Agency may have against Dealer and/or CONTRACTOR. Dealer shall not charge Ordering Agency electronic fees of any kind.

3) Invoicing: Dealer will submit invoices within thirty (30) days after the delivery date of the Procurement Item(s) to the Ordering Agency. The Contract number shall be listed on all invoices, freight tickets, and correspondence related to this Contract. The prices paid by the Ordering Agency will be those prices listed in this Contract, unless CONTRACTOR offers a discount at the time of the invoice. It is the Dealer’s obligation to provide correct and accurate invoicing. The Ordering Agency has the right to adjust or return any invoice reflecting incorrect pricing.

4) Payment of an invoice by STATE will not prejudice STATE’s right to object to or question that or any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by STATE, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute allowable costs. At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

5) For any amounts that are or will become due and payable to STATE by CONTRACTOR, STATE reserves the right to deduct the amount owed from payments that are or will become due and payable to CONTRACTOR under this Contract.

e. Travel

CONTRACTOR acknowledges travel costs are covered by the Contractual Amount and shall not invoice STATE for travel costs.

f. Prepayment

STATE will not make any advance payments before performance by CONTRACTOR under this Contract.

g. Payment of Taxes by STATE

STATE is not responsible for and will not pay local, state, or federal taxes. STATE sales tax exemption number is E 2001. STATE will furnish certificates of exemption upon request by

CONTRACTOR.

h. Taxpayer ID

CONTRACTOR’S federal employer ID number is: (22-3785040).

i. Purchasing Card

STATE may make a payment using a government credit card. CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to STATE. The State’s single purchase limit is $10,000 on the purchasing card.

5. TERM OF CONTRACT

This Contract term (Term) begins on May 1, 2020 or its effective date, and ends on February 28, 2022.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Extension Option

STATE reserves the right to extend this Contract for an additional period of time, not to exceed twelve (12) months, beyond the current termination date of this Contract.

c. Renewal Option

STATE may renew this Contract upon satisfactory completion of the initial Contract Term. STATE reserves the right to execute up to two (2) options to renew this Contract under the same terms and conditions for a period of twenty-four (24) months each.

6. TERMINATION

a. Termination by Mutual Agreement

This Contract may be terminated by mutual consent of both parties executed in writing.

b. Early Termination in the Public Interest

STATE is entering into this Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies and Courts. If this Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, by written notice to CONTRACTOR, may terminate this Contract in whole or in part.

c. Termination for Lack of Funding or Authority

STATE by written notice to CONTRACTOR, may terminate the whole or any part of this Contract under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Contract, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Contract under this subsection is without prejudice to any obligations or liabilities of either party already accrued prior to termination.

d. Termination for Cause

STATE may terminate this Contract effective upon delivery of written notice to CONTRACTOR, or any later date stated in the notice:

1) If CONTRACTOR fails to provide services required by this Contract within the time specified or any extension agreed to by STATE; or

2) If CONTRACTOR fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms.

The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

7. FORCE MAJEURE

Neither party shall be held responsible for delay or default caused by fire, riot, terrorism, acts of God or war if the event is beyond the party’s reasonable control and the affected party gives notice to the other party promptly upon occurrence of the event causing the delay or default or that is reasonably expected to cause a delay or default.

8. DISPUTE RESOLUTION

Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. STATE or an Ordering Agency, after consultation with CONTRACTOR, may appoint an expert or panel of experts to assist in the resolution of a dispute. If STATE or an Ordering Agency appoints such an expert or panel, STATE or Ordering Agency and CONTRACTOR agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

9. PRODUCT OFFERING

All products must be new. Any used, shopworn, refurbished, demonstrator, prototype, or discontinued models are not acceptable.

10. WARRANTY

CONTRACTOR must, at a minimum, warrant all products offered through this Contract as defined below. CONTRACTOR may exclude textiles, color fastness, electrical components, pneumatic cylinders and other moving parts from the ten (10) year warranty but must describe the warranty offered and period of time for these items. If not explicitly excluded, they will carry the ten (10) year warranty.

Specialty products, ancillary products, and accessories may be excluded from the following requirements and must offer a warranty minimum of five (5) years. Warranties must contain descriptive warranty information for all specialty products, ancillary products, and accessories.

a. Systems Furniture – Minimum ten (10) years

b. Desk/Tables – Minimum ten (10 years

c. Filing and Storage – Minimum ten (10) years

d. Products (including parts and components) that fail under normal use as a result of a defect in design, materials, workmanship, or installation must be repaired or replaced free of charge (including labor, delivery, and installation) throughout the warranty period.

e. Products that require warranty repair or replacement must be repaired or replaced within a reasonable time frame that is agreed to in writing by the Ordering Agency. This process is to ensure sufficient lead time for ordering warranty parts, components or products during the entire warranty period.

11. PERFORMANCE, CERTIFICATIONS, LABELING, AND STANDARDS REQUIREMENT

All product offered by CONTRACTOR, if applicable, must comply with the most current version of the appropriate ANSI/BIFMA standard as well as comply with all applicable federal, state, municipality, local and borough, regulations, codes, and laws. If there is a conflict, the most stringent applies.

Products must comply with both a and b below.

a. Products must comply with any one (1) of the certifications listed for i. and ii. AND any one (1) of the certifications listed for iii. and iv. Below:

i. BIFMA level® Certified: BIFMA level® is a multi-attribute furniture sustainability that addresses the environmental and social impacts of furniture products and is based on a points system with three (3) levels of achievement.

ii. Cradle to Cradle Certified: Cradle to Cradle is multi-attribute eco-label that evaluates a wide range of products across five (5) categories of human and environmental health. Product certification is awarded at five (5) levels (Basic to Platinum).

iii. GREENGUARD or GREENGUARD Gold: A third party indoor air quality certification that addresses reduced chemical emissions (Volatile Organic Compounds -VOCs). There are two (2) levels of certifications featuring differing thresholds.

iv. SCS Indoor Advantage or SCS Indoor Advantage Gold: A third party indoor air quality certification that addresses reduced chemical emissions (Volatile Organic Compounds VOCs). There are two (2) levels of certifications featuring differing thresholds.

b. Clear Labeling of Upholstered Seating Products for Reduced Flame Retardant Chemical Content: All upholstered seating complying with Technical Bulletin 117-2013 shall be labeled consistent with the manner described in Section 19094 of the California Business and Professions Code and all products must be labeled as not containing flame retardants. Technical Bulletin 117-2013 is the California furniture flammability standard that has become the de facto national standard. It does not require the use of flame-retardant chemicals and Section 19094 of the California Business and Profession Code specifies the proper labeling of these products.

12. INDEMNIFICATION

CONTRACTOR agrees to defend, indemnify, and hold harmless the State of North Dakota, its agencies, officers and employees (STATE), from and against claims based on the vicarious liability of STATE or its agents, but not against claims based on STATE’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. The legal defense provided by CONTRACTOR to STATE under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for STATE is necessary. Any attorney appointed to represent STATE must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. CONTRACTOR also agrees to reimburse STATE for all costs, expenses and attorneys' fees incurred if STATE prevails in an action against CONTRACTOR in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Contract.

13. INSURANCE

Contractor shall secure and keep in force during the term of this Contract and Contractor shall require all subcontractors, prior to commencement of an agreement between Contractor and the subcontractor, to secure and keep in force during the term of this Contract, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

a. Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $1,000,000 per occurrence.

b. Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $250,000 per person and $1,000,000 per occurrence.

c. Workers compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this contract.

d. Employer’s liability or “stop gap” insurance of not less than $1,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

The insurance coverages listed above must meet the following additional requirements:

a. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of CONTRACTOR. The amount of any deductible or self-retention is subject to approval by STATE.

b. This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an “A-” rating must be approved by STATE. The policies shall be in form and terms approved by

STATE.

c. The duty to defend, indemnify, and hold harmless STATE under this Contract shall not be limited by the insurance required in this Contract.

d. The State of North Dakota and its agencies, officers, and employees (State) shall be endorsed on the commercial general liability policy on a primary and noncontributory basis, including any excess policies (to the extent applicable), as additional insured. The State shall have all the benefits, rights and coverages of an additional insured under these policies that shall not be limited to the minimum limits of insurance required by this Contract or by the contractual indemnity obligations of CONTRACTOR.

e. A “Waiver of Subrogation” waiving any right to recovery the insurance company may have against STATE.

f. CONTRACTOR shall furnish a certificate of insurance to the undersigned State representative prior to commencement of this Contract. All endorsements shall be provided as soon as practicable.

g. Failure to provide insurance as required in this Contract is a material breach of contract entitling STATE to terminate this Contract immediately.

h. CONTRACTOR shall provide at least 30-day notice of any cancellation or material change to the policies or endorsements. CONTRACTOR shall provide on an ongoing basis, current certificates of insurance during the term of the contract. A renewal certificate will be provided 10 days prior to coverage expiration. An updated, current certificate of insurance shall be provided in the event of any change to a policy

14. PERMITS

If necessary, CONTRACTOR shall procure and pay for all permits, licenses, and approvals necessary for the execution of this Contract.

15. DELIVERY

CONTRACTOR or its Authorized Dealer must be able to offer the following delivery methods. Pricing and fees for additional services, such as inside delivery, liftgate, and other non-standard will be charged at the agreed upon rates for installation in this Contract.

a. Drop Ship – Products will be delivered and unloaded by a common carrier to a dock. There are times when a purchasing entity may want to order, as an example, seating or accessories, and does not need assistance with installation or assembly and prefers the product to delivery directly to their facility dock.

b. Inside Delivery – Products will be delivered by the Authorized Dealer inside an office building location as designated on a purchase order. Products will be unloaded and unboxed with no assembly required by the Authorized Dealer.

c. Liftgate Service – Products will be delivered to a receiving address that does not have a loading dock. Manual unloading is necessary and a liftgate truck that can raise and lower a shipment from the truck to the ground will be required.

d. Installation – Products will be delivered, unloaded, and assembled by the authorized dealer, according to design plan and to a move-in ready condition incorporating item “c” of section 2, Scope of Work, listed above in this Contract.

Delivery of goods must be made to any location specified on the purchase order. This could include multiple delivery locations on one (1) purchase order. These locations may include, but are not limited to, standard office buildings, high-rise office buildings, receiving docks, and staging areas.

It must be the responsibility of CONTRACTOR or its Authorized Dealer to offer the services required to deliver, unload, uncrate, and assemble items ordered from any product category offered.

CONTRACTOR or its Authorized Dealer is responsible for the removal of all packaging materials from the job site daily. Dumpster and trash receptacles that belong to the Ordering Agency must not be used.

Under no circumstances will Ordering Agency personnel assist with unloading product.

The Ordering Agencies may elect to accept partial deliveries; however, final payment will not be made until all products have been received and accepted unless a partial delivery was at the request of the Ordering Agency.

CONTRACTOR or its Authorized Dealer is responsible for storage of product(s) prior to the delivery and installation date as established on the purchase order. If a delivery is delayed by the purchasing entity, they shall negotiate a new delivery date with CONTRACTOR and revise the purchase order.

Storage costs associated with the delayed deliveries requested by the purchasing entity will be negotiated on a project basis.

Emergency or rush deliveries requested by the Ordering Agency that require special shipping and handling charges may be at the Ordering Agency’s expense, but only with prior written approval from the Ordering Agency and a delivery date agreement from CONTRACTOR or its Authorized Dealer.

Emergency or rush shipping charges must be added to an invoice as a separate line item.

In the event emergency or rush delivery is required as the result of a CONTRACTOR or Authorized Dealer’s error; all shipping and handling charges must be paid by CONTRACTOR.

The acceptance of delivery with or without objection shall not waive the right to claim damage for breach nor constitute a waiver of requirements for timely delivery or performance of any actions that must remain the obligation of CONTRACTOR or Authorized Dealer. Unless otherwise stated in this Contract or project agreement, if delivery of critical components to perform job function are delayed more than ten (10) business days beyond the delivery terms as stated in the purchase order, CONTRACTOR or Authorized Dealer will be given the opportunity to provide a substitute product that meets the needs of the Ordering Agency until the ordered product is delivered. The Ordering Agency reserves the right to determine if the substitute product is acceptable and meets its needs. Should substitute product not meet the needs of the Ordering Agency or if CONTRACTOR or Authorized Dealer does not provide a substitute product then the Ordering Agency may impose a penalty equal to 3% of delayed product cost per week (Monday through Friday business week) for every week the delivery is delayed, assessed on the first day of each week. This penalty may be imposed at the discretion of the Ordering Agency but does not preclude the Ordering Agency from compensation from CONTRACTOR or Authorized Dealer for other expenses or penalties caused by the late delivery.

Ordering Agency acknowledges that CONTRACTOR and Authorized Dealer will not be liable to the extent that any such delays are caused by order changes requested by the Ordering Agency, construction/inspection delays at Ordering Agency’s site, and/or force majeure events.

All product shipped must have an identification tag/sticker which must include the following information:

manufacturer’s name, model number, and year built.

16. DELIVERY LOCATION – F.O.B. POINT AND FREIGHT

Delivery, freight,…