PARTICIPATING ADDENDUM

PARTICIPATING ADDENDUM(hereinafter Addendurn)

ForNASPO VALUEPOINT OFFICE FURNITURE

MASTER AGREEMENT NO. MA145(heremafwr ‘Master AgreemenrJ

BetweenHerman Miller, Inc.(hereinafter Contracto?)

andSlate of Hawaii

(hereinafter Participating State’)

State of Hawaii, State Procurement Office (SPO) Vendor List Contact No. VL 19-09

This Addendum will add the State of Hawaii as a Participating State to purchase from theNASPO ValuePoint Master Agreement Number MA145 with Herman Miller, Inc.

Scope:

This addendum covers NASPO ValuePoint Office Furniture including; workspacefurniture. 5ystems furniture and accessories, seating. desks/tables and accessories, fiing,seating and accessories, and storage with accessories The contract also alows for designand installation services to be provided for furniture purchased through this agreement.NASPO ValuePoint Office Furniture is led by Utah for use by state agencies and otherentities located in the Participating State authorized by the states statutes to utilize statecontracts.

2. Participation:

All jurisdictions located within the State of Hawau, which have obtained prior writtenapproval by its Chief Procurement Officer, will be allowed to purchase from the MasterAgreement. Private nonprofit health or human services organizations with currentpurchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103Fare eligible to participate in the SPa price/vendor list contracts upon mutual agreementbetween the Contractor and the non-profit, (Each such parttipating jurisdiction andparticipating nonprofit is hereinafter referred to as a ‘Participating Entity”). Issues ofinterpretation and eligibility for participation are solely within the authority of theAdministrator, State Procurement Office.

3. Changes:

A. Usage Reports. Contractor shall submit a quarterly gross sales report (including zerodollar sales) in EXCEL to the contact person listed in the Participating Addendum.ParagraphS (or as amended) in accordance with the following schedule (or as requested):

Quarter Ending Report DueMarch 31 April 30June 30 July31September30 October31December31 January31

of 8

The report shall identify each transaction and include the following information:

Department/Agency NameDate of PurchaseProduct/Service DescriptionQuantityUnit of MeasureItem No. Part Number (if applicable)MSRP List PriceNASPO ValuePoint Contract Price

The quarterly report shall also include any adjustment from prior periods (i.e. exchangesandlor return).

B. The validity of this Addendum, any of its terms or provisions, as well as the right andduties of the parties in this Addendum, shall be governed by the laws of the State ofHawaii. A copy of the Attorney General’s General Conditions, which is made a part ofthis Addendum, can be found at https.llspo hawau.pov/wpcontent/uroadsf2D17/l2JAG-O08103D-i pdf. Any action at law or in equity toenforce or interpret the provisions of this Addendum shall be brought in a court ofcompetent jurisdiction in Honolulu, Hawaii.

C. Inspection of Facilities. Pursuant to HRS § 1030-316. the Participating State, atreasonable times, may inspect the part of the plant or place of business of theContractor or any subcontractor that is related to the performance of a MasterAgreement and this Addendum.

0. Campaign Contributions. The Conlracthr s notified of the applicability of HRS § 11-355, which prohibits campaign contributions from Contractor during the term of theAddendum if the contractor is paid with funds appropriated by the Hawaii StaleLegislature.

E. Purchases by State of Hawaii government entities under this Master Agreement isnot mandatory. This Addendum is secondary and non-exclusive.

F. The State of Hawaii’s purchasing card (pCard) is required to be used by the State’sexecutive departments/agencies (excluding the Department of Education, the HawaiiHealth System Corporation, the Office of Hawaiian Affairs, and the University ofHawaii) for all orders totaling less than $2500. For purchases of $2,500 or more,agencies may use the pCard. subject to its credit limit or issue a purchase order,

Contractor(s) shall forward original invoice(s), directly to the ordering agency. Generalexcise tax shall not be applied to the delivery charge.

Pursuant to HRS § 103-10, Participating State and any agency of the ParticipatingState or any county! shall have thirty (30) calendar days after receipt of invoice orsatisfactory delivery of goods to make payment. Any interest for delinquent paymentshall be as allowed by HRS § 103-10.

of 8

S Pursuant to HRS §103D-310(c). if Contractor is doing business in the ParticipatingState, Contractor is required to comply with all laws governing entities doing businessin the Participating State, including the folowing HRS chapters.

I. Chapter 237, General Excise Tax Law;2. Chapter 383, Hawaii Employment Security Law;3. Chapter 386, Workers’ Compensation;4. Chapter 392, Temporary Disability Insurance;5. Chapter 393, Prepaid Health Care Act; and

A Certificate of Good Standing is required for entities doing business in the State.

The Hawaii Compliance Express (HCE) is utilized for verification of compflance. TheSPO will conduct periodic checks to confirm Contractor’s compliance on HCEthroughout the term of the Addendum.

Alternatively, Contractors not utilizing I-ICE to demonstrate compliance shall providepaper certificates to the SPO as instructed below. All certificates must be valid on thedate it is received by the SPO. All applications for applicable clearances are theresponsibility of the Contractor.

MRS Chaøter 237 tax clearance reQuirement. Pursuant to Section 103D-328, HRS,Contractor shall be required to submit a tax clearance certificate issued by the HawaiiState Department of Taxation (DOTAX) and the Internal Revenue Service (IRS). Thecertificate shall have an original green certified copy stamp and shall be valid for six(6) months from the most recent approval stamp date on the certificate.

The Tax Clearance Application, Form A-6, and its completion and filing instructions,are available on the DOTAX website: http.//taxhawü.gov/formsf.

HRS Chapters 383 (Unemployment Insurance), 366 (Workers’ Compensation), 392(Temorarv Disability Insurance). and 393 (Prepaid Health Care) requirements.Pursuant to Section 1D3D-310(c) Contractor shall be required to submit a certificateof compliance issued by the Hawaii State Department of Labor and IndustrialRelations (DLIR). The certificate is valid for six (6) months from the date of issue. Aphotocopy of the certificate is acceptable to the SPO.

The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3- 122-112, HAR, and its filing instructions are available on the DLIR website:http//labcr. hawaii.gov/fcrms/.

Compliance with Section 1 03D-31 0(c), I-IRS, for an entity doing business in the State.Contractor shall be required to submit a Certificate of Good Standing (COGS) issuedby the State of Hawaii Department of Commerce and Consumer Affairs (DCCA) —

Business Registration Division (EREG). The Certificate is valid for six (6) months fromdate of issue. A photocopy of the certificate is acceptable to the SPO.

To obtain the Certificate, the Offeror must be registered with the GREG. A soleproprietorship is not required to register with the BREG and is therefore not requiredto submit the certificate.

of 8

For more information regarding online business registration and the COGS is availableat httoJlcca.hawaügovibreol.

H. Effective Date and Contract Pericd This Addendum is effective upon the date ofexecution by the Participating State and shall continue for the term set forth in the MasterAgreement.

4. Licensing

Offerors and Contractors must be properly licensed and capable of performing the Work asdescribed in the RFP, at the time of submission of the Proposal, in accordance with theProfessional and Vocational licensing laws of the state. Contractors under ParticipatingAddendums must maintain any and all required licenses through the duration of the contractand Participating Addendum.

5. Lease Agreements:

Leasing is not authorized by this Addendum

6. Primary Contact:

The primary contact individuals for this Addendum are as follows (or their named successors:

Participating StateName: Carey Ann SasakiAddress: State Procurement Office

1151 Punchbowl Street. Room 416Honolulu, HI 96813

Telephone: (808) 586-0575Fax: (808) 586-0570E-Mail: Ca reyann - r. [email protected]

ContractorName: Gregory RichardsonAddress: 855 East Main Ave

Zeeland, Ml 49464Telephone: (616) 654-7022Fax:E-Mail: [email protected]

7. Authorized Dealers:

All dealers authorized in The State of Hawaii as shown on the dedicated Herman Miller. Inc.(NASPO ValuePoint) website, are approved to provide sales and services support toparticipants in the NASPO ValuePoint Master Agreement. The Herman Miller, Inc. dealersparticipation will be in accordance with the terms and conditions set forth in the NASPOValuePoint Master Agreement Number MA145.

8. Freight Charges:

All freight costs for shipments to the closest appropriate west coast shipping port for Hawaiimust be included in the product price offered to the participating entity. The participating

of 8

entity pays for the actual shipping/freight cost from the closest appropriate west coastshipping port to Hawaii and may require an invoice from the carrier for this cost to besubmitted. This cost must be listed on the contractors invoice as a separate line item.

9. Design Services. Contractor shall provide, if offering open office panel systems, through theirAuthorized Dealer network. to all purchasing entities, all design, reconfiguration. and layoutservices at the contracted hourly rate quoted for each Participating Entity. Each ParticipatingEntity must obtain a price quote of charges for design services that includes the hourly ratefor these services, and approve prior to the Authorized Dealer beginning the design services.Al! design service charges to the Participating Entity shall be identified and agreed uponbefore a purchase order is executed using this contract and included as a separate line itemon the invoice. The design drawing shall include plans and specifications.

On large or complex projects, the design services operator shall be available for on-sitecustomer meetings, as required by the Participating Entity. Large or complex projects shallbe mutually defined by the contractor and the Participating Entity on a case by case basis.

10. Installation Services. Contractor shall provide, if offering open office panel systems, throughtheir Authorized Dealer network, to all purchasing entities, all design, reconfiguration, andlayout services at the contracted hourly rate quoted for each Participating Entity. EachParticipating Entity must obtain a price quote of chacges for installation services that includesthe hourly rate for these services, and approve prior to the Authorized Dealer beginning theseservices. All installation service charges to the Participating Entity shall be identified andagreed upon before a purchase order is executed using this contract and included as aseparate line item on the invoice. Delivery of products for installation is the contractorsresponsibility. Freestanding components (chairs, filing cabinets, desks, etc.) will not besubject to installation charges, but subject to inside delivery. Installation shall beginsimultaneously with delivery of products that are subject to installation, unless otherwiserequested by the Participating Entity. If installation does not occur as scheduled with theParticipating Entity, the late penalties will apply (penalties to begin the first day of non-installation).

Installation will not include electrical power connections, which require a licensed electricianto perform the work and will be subject to prevailing wage rates. However, the ParticipatingEntity shall have the option to hire a separate contractor to do the electrical connections ormay request the successful contractor to sub-contract such work and pass the charge throughthe Participating Entity as a separate line item on the invoice.

The Participating Entity also reserves the right to install items with their own personnel orother third party. The Participating Entity shall first receive prior approval from the contractorbefore using an outside third party for installation. The contractor shall provide detailedinstallation instructions. Improper installations by others void manufacturers warranty.

11. Purchase Order and Payment Instructions:

All purchase orders issued by Participating Entities under this Addendum shall include theParticipating State contract number: SPO Vendor List Contract No. 19-09 and the NASPOValuePoint Master Agreement Number MA145.

Purchase Orders and Payments shall be made to Herman Miller, Inc. or towhomever is authorized under #7, if any.

of 8

12. Participating Entity as Individual Customer:

Each Participating Enthy shall be treated as an individual customer. Except to the exientmodified by this Addendum each Participating Entity will be responsible to follow the termsand conditions of the Master Agreement; and will have the same rights and responsibilitiesfor their purchases as the Lead State has in the Master Agreement. Each ParticipatingEntity will be responsible for its own charges, fees, and liabilities. Each Participating Entitywill have the same rights to any indemnity or to recover any costs allowed in the MasterAgreement for their purchases. The Contractor will apply the charges to each ParticipatingEntity individually

13. Entire Contract:

This Addendum, the Master Agreement, and the Attorney General’s General Conditions, setforth the entire agreement, and all the conditions, understandings, promises, warranties andrepresentations among the parties with respect to this Addendum and the MasterAgreement, and supersedes any prior communications, representations or agreementswhether, oral or written, with respect to the subject matter hereof.

Terms and conditions inconsistent with, contrary or in addition to the terms and conditions ofthis Addendum, the Master Agreement, and the Attorney General’s General Conditions thatare included in any purchase order or other document shall be void. The terms and conditionsof this Addendum, the Master Agreement, and the Attorney General’s General Conditions,shall govern in the case of any such inconsistent, contrary, or additional terms.

IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the datesbelow.

Participating State: STATE OF HAWAII Contractor: HERMAN MILLER, INC.

Signature: Signature: j_“_

Name: SARAH ALLEN Name:S.— IJmy Ccnç

Title: Administrator, SPO Title: . VI’t).reCr o

Date: .4 i Date: II2&I(8 1° /críyI

APPROVED AS TO FORM:

Deputy Attorney General

Pag6of8

• ..- -:>

-

ofrNaSRQ’

W FSlnglEdi3eiXSt Single Order SigleOnIer‘‘ Product O&i List Pruduci Lisi Product

Products Diseouni Only fliscouni OuR Discount50-550,000 550,001- $150001-

5150.000 S999.99g.99qSYSrEMS:t:Uin omk I & W2 IIs OX I0, 70 (XI 71 5J

AUiflfl C )Wcc k 2 C 614 (10 . 70 CU 7 50’s

(atius0I1I I)L,L — iad K0I 70DI.. 71 SOoCan’ a5 oi&c anJscap I - Ilased 6% DI)’! 71) III)! 71 5(11

Cnnvzs 0111cc LamJsip K Gn,up-Ilascd OX (10% 7(1 ‘lU! 71.50%Canvas 0111cc I .undscpc k ri vaic ( )llThe 6% (10% 70 I)0 1 I 509oCanvas 0111cc .aiidapc K VII.lIascil 6800% 70.110% 71 50%F (Iiuspacc 68 (JOlt, 70.00% 71 .50I .a (jul Siudia K SI) 5(1’! 52.00! 52 50!.

Localc’” 57 501 60.00% 61 (K)’!I’nhiic Offlcc L andscpctM 53.50% 55(1(1% 55 501ResoIvc 52 50% 34.00% 53 50%SEATINGA:mnCluirs 5b.50 3200% 5250%Asdc1 Scaling 31M)% 53 00% 54 00!i

Captauir 5130% 54.00% 5430%CckslcTM Sc,Ibw 46.00% 46.00% 46 00%Ucilcil) Chair 30.50% 52.00% 5250%Cusm 50.50% 50.75% 5150%bnics) Aluminum Uruup 36.00% 36.00% 46 041%

Ea,ncsflnndquSca4ing 36.00% 36.00!. .1600%Embo4y 3W30% 30.00% 511 30%rqua 2 Scmtin 5630% 58.00! p 511 501Errn 3t 36 30% 58 00% 511 5(1%Keyn 48.50% 50.00% 5(150%Llmcrlctt Seating 52.50% 53,011% 54 SOloLino 50.50% 507?. 52.501.Mirm2 SUng 50.50% 52.00% 52.50%PIcK 46.00% 36.00 . In 0(l..

SATh® 505(1% 52.00’! 5OSctuD 30.50% 52 00 . 52 5(1!Swrn.ptM 46 (10¾ 46.0(11, 46 1)01 p

Wiias 50.50% 52(101.. 52 5(1’!

Avivct 6N 50% 70M0% 71 50%E1cIp.battM Tahks 66 50% ÔLLX)% GR 50%Exclave Pcrfnnnancc Gcar 52 30% 53.00% 54 Solo

llcnuwi MillcrTablc, 68 (N)% 70.00% 71.50%lWcrsca ronrollo 52 50% 54.00% 54 50%SIoUa Tahlc 66 50% 6675% 68 50%Rtw’ LbiI 66 50*1 68 00%Rcnev Tahlcs 66 50% (,K (1(1% 68.50%Sctu I Teblcs 50 SIlo 32 (ID’! 52.50%

of B

1‘‘SingIe Order List Single Order Siugic Order

I’roduct Only List Product List PrnductPrudiic( Discount Only Discount OnTy Discount

S0-S5U,000 S5000I— 5150,001-. .SI5OMOO

S COR4GEWILES(mvz Offite IzmisLpck SI.3! I’ihr.u t S:t,n,j© 6! nP (XY 71.s (1111cc I tsd,sp; K \\ >oJ l-I,’: & SR ill 7(1 (D’ 71 SIr.,

Icrdik 53 50% 55 OR. 55 $Ir’Mcdijn I’dsi;, 53 5(?,, 55 (Ic% 55 511%

MCiJiLIK %:rj, CslI,t,k L 51,Olrb 53 {ID% 53 5crMc,Hijnb ‘I 51,5(1% 53(1(1% 53 Y)’.McbJin k VcrtLaLs 5! (XI% 53 (10” 53 5.

Qt,dratI Il-I runt I utcr,l I iIs SI (I(Io 53 fliP!., 53 DD’’U

(Jtadrwfl [I-I rr:it Pcks:als 6W(HI’!q 701)11% 71 Sb.

(jdnr.i I .Iron Ia:cnl Filcs 51.{l(I% 531)0% 51 (Ir%

Quadmill I-Frt’nt I’LdCSbS 68.00% 70 xr ii Sr.[I, 1 21cra.G 64 5wi 66 (XY’ 66 50’.

1 u L I’ctIl5 64 50% (‘681% (‘6 5(1%

1 a 6450% 66 0(1% 665(1%

lu It 64.50% 66 5(1% 66 SIP..

tfl Woiyj titknzas 64,50% 66 lXIi’. 66 5(1%

ink Wood (‘uhI,ic5 64.50% 5600% 66 511%

Tow Wood I’cds 61.50% 66 00% 66 311%

TuY Wood Tmcrs 63.50% 66.00% 5650%

ANCILlARYAcccnorks 68.00% 70.00% 71.511%C-Style Ovcrhcd Snnge 68.00% 7(1.00% 71 511%

Lnorgy Distribution Sysicm 6W1I0% 70.00% Il .50%Gcncrjc 68 041% 71)00% 71 511%Keys & Locks 71.50% 72(10% 72 50%

Lighting 68.00% 711.00% 71 50%

Tcxlilcs 68.00% 70.00 71 50%llidvcl& CDS lonrollo 53.50% 55.00% 55.50%ThrivcW Ergonomic T’onS,Iio 33.50% 55.00% 55 50%

1hrivd& Global 53.50% 55.00% 55 50%

Page a of B

PARTICIPATING ADDENDUM

Documents

Transcript of PARTICIPATING ADDENDUM