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HomeMy WebLinkAboutContract 57499 CSC No. 57499 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Staples Contract and Commercial,LLC ("Vendor") and the City of Fort Worth,("City"),a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A— Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B—Cooperative Agency Contract Sourcewell 121919; and 4. Exhibit C—Conflict of Interest Questionnaire Exhibits A, B, and C,which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed the amount of One Million Two Hundred Seventy-Five Thousand Dollars ($1,275,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on February 19,2022 and ending on February 18, 2023. The City shall be able to renew this agreement for two (2) one-year renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth Staples Contract and Commercial, LLC Attn: Reginald Zeno, Interim Asst. City Manager Mike Guon, VP Sales 200 Texas Street Fort Worth, TX 76102-6314 Address: Facsimile: (817) 392-8654 500 Staples Drive Framingham, MA 01702 With copy to Fort Worth City Attorney's Office at same address Facsimile: N/A The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: Remtr2 By signing I acknowledge that I am the person By. Reg aldZeno(May3,202210:41CDT) responsible for the monitoring and administration ./ Name: Reginald Zeno of this contract,including ensuring all performance Title: Interim Assistant City Manager and reporting requirements. Date: APPROVAL RECOMMENDED: By: Name: Cynthia Garcia Title: Assistant Finance Director .A.�e iPeuaa¢aea By: APPROVED AS TO FORM AND LEGALITY: Name: Anthony Rousseau Title: Acting Finance Director ATTEST: By: Name: Taylor Paris Title: Assistant City Attorney By: J ette S.Goodall(May 4,2022 09: DT) ,do444nn4� CONTRACT AUTHORIZATION: Name: Jannette Goodall ��1°�....OR t 4 ad M&C: 20-0215 . Title: City Secretary pia a10. Pvo o=d PP*o o*dd VENDOR: oa000000 ° a�nEXASoOp AY Staples Contract and Commercial,LLC By .)1, L — Name: Mike Guon Title: VP Sales OFFICIAL RECORD Date: Apr25,2022 CITY SECRETARY FT. WORTH, TX Exhibit A SOURCEWELL FURNITURE CONTRACT#121919-SCC (5/1/2020) M Staples. _ PRODUCT SOURCE GUIDE CATEGORY LISTING Premium Mid Price Point Value Option A{; A�7ri Student Chairs/Desks Allermuir Allied Plastics Children's Factory Allsteel Allseating Jonti Craft Allseating Alumni Marco I I�i�lltilll' Biofit Capitol USA National Public Seating Haskell Fleetwood Nightingale Media Technologies Global Furniture Group OTG-Seating National Office Furniture HON OFM A Illed Norvanivel MooreCo Regency OFS Scholarcraft Safco Paragon Smith System Scholarcraft PS Furniture Wisconsin Bench(WB Mfg.) Tenjam Classroom Tables a I I s e a t i n g Allsteel Allied Plastics AmTAB Baltix Alumni Balt/Best-Rite Furniture Lab CEF-Custom Educational Furniture Capitol USA Allsteel Fleetwood Global Furniture Group Jonti Craft Media Technologies Haskell Luxor National Office Furniture HON Marco Norvanivel Marvel Offices To Go(Global) OFS MooreCo OFM AmTab` Palmeiri National Public Seating Regency Paragon PS Furniture Safco Spec Furniture Safco Products Scholarcraft Swiftspace Smith System Wisconsin Bench(WB Mfg.) un-n-1 Instructional Desks/Podiums Allsteel Baltix Copernicus Baltix Global Fleetwood CEF-Custom Educational Furniture Haskell Offices To Go(Global) }�ay� x JSI Group Brand HON Jonti-Craft n►rysa+Ly Marvel Vizion JSI Brand Group Luxor Norvanivel Montisa Works OFM OFS MooreCo Regency B I � Paragon National Public Seating Safco Swiftspace Smith System Sandusky Lee Teacher Storage Allsteel Allied Plastics(Manufacturing) MooreCo CEF-Custom Educational Furniture Fleetwood Copernicus Montisa Work Copernicus Jonti Craft NVOKMPMTKAWMAE MooreCo Haskell Luxor National Office Furniture HON Marco OFS Montisa Works OFM Norvanivel Smith System Safco Paragon i Wisconsin Bench(WB Mfg.) Sandusky Lee f • ' • Spaces CATEGORY LISTING Premium Mid Price Point Value Option Art/Drafting Biofit Fleetwood Safco Diversified Wood Crafts Smith System Wisconsin Bench(WB Mfg.) Auditorium/Lecture Hall children's Dauphin JSI Brand Group Global Total Office l actor-y Hi5 Media Technologies National Public Seating Sedia Systems Spec Furniture OFM l�•(tdh_" Cafeteria/Student Commons Allsteel AmTab Allied Plastics Allseating Biofit HON Furniture Lab Community MooreCo Hi5 Ecologic Furniture National Public Seating OFS HON Nightingale 0 MCUS Palmer Hamilton JSI Brand Group Offices To Go(Global) �—h-w r—M, PS Furniture National Office Furniture OFM Sandler Seating Norvanivel Regency �CILl�7HIN PS Furniture Spec Furniture Safco Career Readiness-Shop/Industrial Arts Diversified Wood Crafts CEF-Custom Educational Furniture Biofit '- � Montisa Work JSI Brand Group Marco Ul�F1ti]JJ LpLI PS Furniture Norvanivel OFM Tennsco Wisconsin Bench(WB Mfg.) Safco Casework meacco Diversified Woodcraft JSI Brand Group Marco Group Sys Fleetwood Media Technologies Safco Hale OFS Offices To Go(Global) HAT Palmeiri Wisconsin Bench(WB Mfg.) Dormitory/Residence Hall Blockhouse Furniture Lab Global Health Care Carolina Health Care JSI Group Brand HON Ecologic Furniture Palmer Hamilton OFM OFS PS Furniture Tenjam Health and Safety {, '(Wni,.: a.-AL cn x Carolina Health Care CEF-Custom Educational Furniture HON Community ESI Ergonomic Solutions Fire King Dauphin Fellowes Global Furniture Group . La-Z Boy-KNU Contract Fleetwood Media Technologies OFS Humanscale Safco Spec Furniture USA Capitol Wisconsin Bench(WB Mfg.) Learning Resource Centers JSI Group Brand Alumni Fleetwood " ingG Media Technologies Diversified Woodcraft Ghent OFS Marvel Global Furniture Group Paragon Montisa Work HON Palmer Hamilton Norvanivel Moore Co �L Swiftspace PS Furniture Offices To Go(Global) Trendway Smith System Safco Library/Media Centers Agati Community Allied Plastics Baltix Fellowes Alumni Hale Manufacturing Fleetwood Children's Factory Haskell Furniture Lab Global Furniture Group JSI Group Brand Moore Co HON F HAT OFS Jonti-Craft Media Technologies Paragon Marco Norvanivel PS Furniture OFM Palmeiri Trendway Sandusky Lee Music= ��j+�mitu IL ab AmTAB Allied Plastics Alumni I . Fleetwood National Public Seating Marco Group Wisconsin Bench(WB Mfg) Safco Products Scholarcraft Science-STEM !_��� CEF-Custom Educational Furniture Allied Plastics(Manufacturing) Allied Plastics Diversified Woodcraft Biofit Children's Factory Fleetwood Community Copernicus HAT JSI Group Jon Craft W[�TI[PIRM Montisa Work Media Technologies Luxor QdIFCd���l Norvanivel Paragon National Public Seating Palmer Hamilton Wisconsin Bench(WB Mfg.) Sandusky Lee 40 Instructional Demonstration Stations CEF-Custom Educational Furniture Diversified Woodcraft Copernicus Humanscale Fleetwood Global Furniture Group G LDEIAL Moore Co Haskell Luxor Norvanivel HON Moore Co Go 16 OFS Marvel(Vizion) OFM Paragon Moore Co Safco Swiftspace Smith System Sandusky Lee Technology/IT Allsteel Alumni Copernicus .uniac e Ergonomic Accessories/Tools Biofit Haskell Fellowes HON Luxor Humanscale JSI Group Brand Moore Co Marvel Vizion National Public Seating Safco Media Technologies OFS Smith System Marvel Safco Products Spec Furniture •1 r HALE CATEGORY LISTING Premium Mid Price Point Value Option Infant/Toddler Children's Factory Alumni Copernicus Jonti-Craft MooreCo Flagship Carpets Norvanivel Tenjam Safco I. haskell Dramatic Play Children's Factory Flagship Carpets Copernicus Jonti-Craft Norvanivel MooreCo Storage Jonti-Craft Children's Factory Copernicus Montisa Work MooreCo Safco Norvanivel Smith System Sandusky Lee Teacher Instructional Aids Fleetwood Flagship Carpets Copernicus Ghent MooreCo Luxor Jonti-Craft Jonti-Craft Safco Tables/Chairs A o n Community Children's Factory Allied Plastics Jonti-Craft Community Alumni JSI Group Brand Norvanivel Marco Group Spec Furniture Scholarcraft Tenjam CATEGORY LISTING Premium Mid Price Point Value Option Seating-Executive/Conference HLAT SC-afe,. Allermuir Global Furniture Group HON Allseating Haskell Moore CO Allsteel HON Nightingale Dauphin JSI Group Brand OFM Gunlocke Marvel Group Offices To Go(Global) Humanscale National Office Furniture Regency IRN OFS Neutral Posture RFM TNL RGUI,G MGTYlORK The Senator Group Trendway Safco Seating-Guest Side Agati Allseating Alumni Allermuir Community HON Allsteel Global Furniture Group National Public Seating =- >d Dauphin HON Nightingale Gunlocke HAT OFM Fr roa'�M fi.errr Hi5 National Office Furniture Offices To Go(Global) Humanscale Neutral Posture Palmer Hamilton JSI Group Brand RFM Regency OFS Spec Furniture Safco The Senator Group Trendway Scholarcraft M CCiUIF' UNITY Seating-Task/Work Allseating Biofit Alumni Allsteel Global MooreCo Dauphin Haskell Nightingale Gunlocke HON OFM Humanscale Neutral Posture Offices To Go(Global) L A D 0 Y' JSI Group Brand HON Regency OFS Marvel RFM Seating The Senator Group National Office Furniture Safco Trendway RFM Scholarcraft Seating-Specialty(Folding/Stack/Stools) ,. Allsteel Anova(DBA Upbeat) Alumni Allermuir EKO Contract Capitol USA Biofit Global Furniture Group Leisurecraft Dauphin HON MooreCo leisime Crtil we.. PS Furniture JSI Group National Public Seating Sandler Seating Montisa Work Safco Sedia Systems I National Office Furniture Tenjam Spec Furniture I Spec Furniture Upbeat Anova .I Seating-Upholstered/Reception A Agati Blockhouse Alumni Allermuir Community Children's Factory Allseating EKO Contract HON Allsteel Global Furniture Group Neutral Posture �� a Gunlocke Hi5 Offices To Go(Global) JSI Group Brand HON OFM Norvanivel JSI Group Regency OFS Mooreco Inc. RFM Palmer Hamilton Media Technologies Safco Spec Furniture National Office Furniture Scholarcraft The Senator Group Norvanivel Tenjam Desking-Metal Allsteel Fleetwood Alumni Haskell Global Furniture Group Marco Group Marvel HON MooreCo Swiftspace Montisa Work Safco Trendway Paragon Sandusky Lee Desking -Wood/Laminate Agati Fellowes Community AI lermuir Fleetwood Fleetwood Allsteel Global Furniture Group HON ; I Gunlocke HON OFM I JSI Group Brand Media Technologies Offices To Go(Global) ` ' °L�'*y w National Office Furniture Moore Co Regency OFS Palmeiri Safco The Senator Group Safco Products Wisconsin Bench(WB Mfg.) Desking-Modular ���I ����� Allsteel Community Alumni Gunlocke Global Furniture Group Global OTG JSI Group Brand Haskell HON OFS HON Moore Co Swiftspace Marvel OF The Senator Group National Office Furniture Regency Trendway I Safco Products Safco r r is x c�c_c=a Desking-Height Adjustable Allsteel Fellowes Luxor Baltix Fleetwood Moore Co ESI Ergonomic Solutions(Fellowes Cc) Global Furniture Group Offices to Go Humanscale Haskell OFM OFS HON Regency Swiftspace JSI Brand Group Safco Ergonomic Accessories/Tools Allsteel Fellowes Alumni ESI Ergonomic Solutions(Fellowes Cc) Global Furniture Group Offices to Go Humanscale HON OFM National JSI Group Brand Luxor Regency Puhk National Office Furniture Marvel Safco Seam ►ti:■. OFS Trendway Smith System V Storage Allsteel Allied Plastics(Manufacturing) Alumni Fireking Global Furniture Group HON JSI Group Brand Haskell Marco Group �ry+�_`�r }'t pa Montisa Work HON Marvel Neutik-5uf G Norvanivel National Office Furniture Moore Co OFS Norvanivel Offices to Go The Senator Group Smith System Safco Ctr i itd Trendway Ten nsco Sch of arcraft %B Storage-Casework Allsteel Diversified Woodcraft Allied Plastics Fleetwood Ecologic Furniture Global Furniture Group Media Technologies Fleetwood HON Nigh tingale OFS Hale Manufacturing Jonti-Craft SPEC JSI Group Marco Group Trendway LIAT Wisconsin Bench(WB Mfg.) Systems-Panel/Modular/Privacy Screens Allsteel HON Children's Factory �N y, valvvy, Global Evolve/Confer Marvel Group Ghent Gunlocke Montisa Work HON Neutral Posture National Office Furniture Luxor The Senator Group Neutral Posture Offices To Go(Global) Swiftspace OFS OFM fie, Trendway I Paragon I Safco Tu6i. Tables-Conference/Computer/Training as Allsteel Community Alumni Baltix Allied Plastics Jonti-Craft CEF-Custom Educational Furniture EKO HON Fellowes Fleetwood Luxor Gunlocke Global Furniture Group Marco Group Hi5 Haskell Moore Co JSI Group Brand HON National Public Seating 1 Norvanivel Marvel Offices To Go(Global) (�Oklahoma OFS Media Technologies OFM somw PS Furniture National Office Furniture Regency 0 Spec Furniture Palmeiri Safco Swiftspace Paragon Scholarcraft Furniture/FurnishingsSite CATEGORY LISTING Premium Mid Price Point Value Option Mir Auditorium JSI Group Brand Global Furniture Group Dauphin Media Technologies Moore Co Sedia Systems National Office Furniture National Public Seating Spec Furniture Safco Products I Scholarcraft Boards-White/Directory/Cork/Bulletin/Chalk Allsteel Global Furniture Group Copernicus Ghent National Office Furniture Luxor OFS Moore Co Safco Breakroom-Cafe/Lounge P"nWHAM€LTQN Allsteel Community Alumni Baltix EKO Contract Luxor Dauphin Global Moore Co Pa ra q an Furniture Lab HON Nightingale Hi5 National Office Furniture Offices To Go(Global) JSI Group Brand National Public Seating OFM PRISONER BENCH LLC Palmer Hamilton Norvanivel Regency Sandler Seating OFS RFM Spec Furniture PS Furniture Safco Carts-Charging/Hospitality/Specialty Moore Co Marvel Group Luxor National Public Seating Copernicus Safco Display Cases Ghent Fleetwood Moore Co I.J'riit..rc Hale Manufacturing Media Technologies Safco ' Waddell LIAT Wisconsin Bench(WB Mfg.) JPIW Ergonomic Accessories/Tools EN Allsteel Global Furniture Group Luxor Fellowes HON Moore �Fiq Humanscale Marvel Group National Publicic Seating OFS National Office Furniture Regency "' PS Furniture OFM Safco Folding Tables/Chairs AF AmTAB Allied Plastics Global Furniture Group Dauphin National Public Seating Moore Co PS Furniture Safco Products OFM NpLERSEATING Health Care-Specialty Exam Tables/Carts Biofit Capitol USA Fellowes Carolina Health Care Fleetwood Luxor I*tip La-Z-Boy-KNU Contract Global Health Care Mooreco ��+� �■ OFS JSI Group Safco Spec Furniture HON Sandusky Lee Hospitality Allsteel Allseating Alumni C 1—*t,A R AmTAB Blockhouse Allied Plastics C R A F T- Baltix Community Anova (Upbeat) Dauphin EKO Contract HON Furniture Lab Global Furniture Group Luxor �d5+5IT15 Hi5 HON Moore Co JSI Group Brand Leisure Craft National Public Seating Palmer Hamilton Media Technologies OFM fj SMITHSYSTEM' PS Furniture National Office Furniture Safco I Spec Furniture OFS Sandusky Lee Lockers/Partitions Allsteel Diversified Woodcraft Children's Factory Gunlocke Fleetwood Jonti-Craft JSI Group Brand Global Furniture Group Luxor 5VAFTSF' cE Montisa Work HON OFM OFS Safco Products Sandusky Lee Fmind FkaubeY,UgeoH Safco Products Wisconsin Bench(WB Mfg.) Tennsco Outdoor Furniture/Furniture Anova Furnishings(DBA Upbeat,Inc) HON Company,The National Public Seating %101M Palmer Hamilton Leisure Craft OFM PS Furniture Tenjam Safco Safety/Security Biofit CEF Diversified Woodcraft 00601 Fellowes Neutral Posture Safco Products Storage IAa�e Easy FireKing Spec Furniture Sandusky Lee Site Storage/Shelving/High Density -'-Swift Grc JSI Group Brand HON Global Furniture Group Montisa Work Fleetwood Marco Group Safco Products Media Technologies Moore Co Tf e11dway Tennsco Sandusky Lee Safco Stages/Performance Sedia Systems AmTAB National Public Seating Upb S.�n L u i n kh:ngi Waste Receptacles/Recycling Allsteel Anova(DBA Upbeat) Moore CoAC�U ELL. Leisure Craft Palmer Hamilton Safco Flagship Carpets IRN National Public Seating/Oklahoma Sound Trendwall/Trendway Luxor Agati Ghent(Division of Gmi) Nightingale Allermuir Global Furniture Group Norvanivel Allied Plastics Global Health Care Offices to GO-Casegoods(Global) Allseating Global Offices to Go Offices To Go-Seating(Global) Allsteel Global In Stock NSP Program OFM Alumni Gunlocke OFS AmTAB Hale Manufacturing Palmeiri Please Refer to the Anova Furnishings(DBA Upbeat,Inc) Haskell Palmer Hamilton Vendor Directory for Baltix His Paragon BIOFIT HON Company,The Prisoner Bench LLC links to the Manufacturer Blockhouse Humanscale PS Furniture Websites and for direct Capitol(USA Capitol) IRN-The Recycling Network Regency Catalog Links for each Carolina Health Care-OFS Jonti-Craft RFM CEF-Custom Educational Furniture JSI Group Brand JSI,Communitu,KLEM Safco Products Supplier Listed. -- Children'sFactory La-Z-Boy/KnuContract Sandler Seating Pricing, Sustainability, Community JSI(Group) Leisure Craft Sandusky Lee White Paper Resources Copernicus LIAT Furniture Scholarcraft Dauphin Luxor Sedia Systems can be found at each Diversified Woodcrafts Marco Group Smith System respective Web Sites Ecologic Furniture Marvel Group Spec Furniture EKO Mayline-See Safco Products Swiftspace ESI Ergonomic Solutions(Fellowes Cc) Media Technologies Tenjam Fellowes Montisa Work Tennsco FireKing MooreCo.,Inc. The Senator Group Flagship Carpets National Office Furniture Trendway Fleetwood National Public Seating(Oklahoma Sound) Waddell(Division of Gmi) Furniture Lab Neutral Posture Wisconsin Bench(WB Mfg.) SOURCWELL FURNITURE CONTRACT#1 21919-SCC (Effective 5/1/2020) M Staples AGATI List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$5,000 38.00 $5,001-$15,000 43.00 $15,001-$30,000 45.00% $30,001-$50,000 50.00% $50,001-$150,000 50.00% $150,001+ Extended Discounts May Apply Premium Library- Tables,Library Shelving,Circulation Desks,Accessory Items Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. ALLERMUIR(The Senator Group)NEW List Price CUSTOMER DISCOUNTING Delivered Tailgate $0-$49,999 47.00 $50k-$99,999 52.00 $100k-$299,000 55.00 $300,001 list and above Extended Discounts May Apply Chairs,Stools,Table,Soft Seating,Sofas,Elements-Award Winning Designs https://www.allermuir.coml Pricing reflects Dock Delivered Freight for orders over$4,000 at list. Orders under$4,000 at list will incur a flat$95.00 Freight Cost ALLIED PLASTICS CUSTOMER DISCOUNTING List Price FOB Factory Delivered Tailgate $0-$15,000 list 51% 40% $15,001-$50,000list 55% 45% $50,001-$100,000 list 58% 50% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply Classroom Seating&Stools,Classroom Tables,Computer,Activity,White Board,Science,Library,Folding,Utility,Art Tables,Student Desks,Study Carrels,Custom Work,Storage Fixed& Mobile,Collaborative Classroom Solutions Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. ALLSEATING TAILGATE DOCK DELIVERED $0-$50,000 list 51 $50,001-$100,000 52% $100,001+ Extended Discounts May Apply Seating-Executive,Task,Side,Guest,Reception,Task,Stools Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. ALLSTEEL-PRICING BY PRODUCT CATEGORY/SERIES CUSTOMER DISCOUNTING List Price TAILGATE DOCK DELIVERED Stride Systems,Terrace,Concensys,Optimize,Further,Involve Casegoods,Stride Desking/Benching,Pedestals,Overheads,Worksurfaces,Electrical& Accessories,Altitude Tables,Approach,Gallery Panels $1-$100,000 68.30 $100,001-$400,000 69.30 $400,000+ 70.30 Extended Discounts May Apply Lateral and Vertical Files&Storage(Towers/Bookcases/Cabinets),Align Lateral Files,Align Storage,Stride Storage,Involve Storage,Radii Storage $1-$100,000 62.10 $100,001-$400,000 65.50 $400,000+ 65.50 Extended Discounts May Apply Trooper,Tolleson,and Nimble Seating $1-$100,000 66.10 $100,001-$400,000 66.10 $400,000+ 66.10 Extended Discounts May Apply #19,Relate,Inspire,Seek &Access Seating $1-$100,000 55.20 $100,001-$400,000 55.20 $400,000+ 55.20 Extended Discounts May Apply Acuity,EVO,Scout,Mimeo,Lyric,Quip&Svelte Seating $1-$100,000 55.30 $100,001-$400,000 55.30 $400,000+ 55.30 Extended Discounts May Apply Social Collaborative Seating/Tables/Conferencing,Parallel Lounge,Clarity Seating,Retreat Seating,Recharge,Co/Ho,Park,Townhall Collection,&Two- Thirds $1-$100,000 46.50 $100,001-$400,000 49.50 $400,000+ 49.50 Extended Discounts May Apply Merge Tables,Aware and Structure Tables $1-$100,000 67.20 $100,001-$400,000 68.20 $400,000+ 69.20 Extended Discounts May Apply Wood Laminate Casegoods(Align Wood),Stride Painted Wood&Laminate Casegoods Veneer,Align Veneer Tiles,Veneer Work surfaces $1-$100,000 57.60 $100,001-$400,000 59.80 $400,000+ 59.80 Extended Discounts May Apply Accessories(Wand and Link Lights,Ergonomic Tools) $1-$100,000 51.00 $100,001-$400,000 53.00 $400,000+ 53.00 Extended Discounts May Apply GUNLOCKE Product List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$150,000 51.00 $150,001-$250,000 53.00 $250,001+ Extended Discounts May Apply Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Discount schedule to be applied on orders that offer standard lead times. A 3.125%tariff surcharge will be added as a line item charge on all orders. ALUMNI(Classroom Furniture) CUSTOMER DISCOUNTING List Price FOB Factory Delivered Tailgate $0-$15,000 list 52.00% 38.00% $15,001-$50,000list 54.00% 40.00% $50,001-$100,000 list 55.00% 42.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply Classroom Seating&Stools,Classroom Desks&Student Activity Tables,Computer Furniture,Tables Student Activity,Multi-Purpose,Early Childhood,Easels/Weasel,Technology Charging Carts,AV Carts,Utility Carts,Whiteboards/Dry Erase,Tackboards,Chalkboard,Study Carrels,Lecterns,Display Cases,Accessories Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. AM TAB List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$50,000 59.00 $50,001-$100,000 61.00% $100,001-$200,000 62.00 $200,001 List and above Extended Discounts May Apply Music Stages/Choral Risers,Cafe Fold&Go Tables,Condiment/Service Tables,Computer Tables,Classroom Tables Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. ANOVA FURNISHINGS(DBA UPBEAT,INC.) List Price CUSTOMER DISCOUNTING FOB Factory $0-$50,000 30.00 $50,001-$100,000 32.00% $100-$250,000 40.00 $250,001+ Extended Discounts May Apply Outdoor Furnishings to include benches,tables,receptacles,chairs,bleachers,bike racks,fencing, grills&accessories. Custom designed and logo'd items available by special order. Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. BALTIX CUSTOMER DISCOUNTING List Price FOB Factory $0-$50,000 list 43.00 $50,001-$150,000 46.00% $150,001-$250,000 list 50.00 $250,001 list and above Extended Discounts May Apply Tables-Lightweight Nesting,Outdoor Tables,Computer Tables,Freestanding Desk,Bench Desking,Multimedia Carts,Marker Boards,Flat Screen Carts,Lecterns Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. BIOFIT List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$14,999 38.00 $15,000-$49,999 42.00 $50,000-$74,999 45.00 $75,000+ Extended Discounts May Apply Seating,Specialty Seating,Special Stools,Health Care Laboratory Stools,Book Carts,Multi-Purpose Carts Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. BLOCK HOUSE List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$50,000 35.00 $50,001-$100,000 37.00% $100,001+ Extended Discounts May Apply Resident Hall/Dormitory Furniture-Seating,Lounge,Side Chairs,Benches,Casegoods,Nightstands,Storage Chests,Wardrobes,Desks,Beds,Adjustable,Captains Mattresses,Tables- End,Corner,Coffee Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. CAPITOL(USA CAPITOL) List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$1,499 46.00 $1,500-$9,999 48.00 $10,000-$74,999 48.00 $75,00.00-$124,999 48.00% $125,000-$200,000 51.00 $125,000-$399,000 51.00 Extended Discounts May Apply Classroom Chairs,Classroom Desks,Combo,Tablets,Nurse Tables&ADA Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. CAROLINA Heathcare-Div of OFS TAILGATE DOCK DELIVERED $0-$50,000 list 42 $50,001-$100,000 43% $100,001+ Extended Discounts May Apply Seating,Tables,Casegoods,Open Plan,Space Defining,Accessories-Full Line Contract Offering Pricing reflects Tailgate Dock Delivered terms. Note-Orders less than$3500 at list will be assessed a handling charge of$125 net per order.A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. CEF-CUSTOM EDUCATIONAL FURNISHINGS(NEW) List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$99,999 36.00 $101.000-$249,999 37.00 250,001-$499,999 39.00% Over$500,000 Extended Discounts May Apply Collaborative Learning Space solutions: Seating,Carts,Tables,Maker Stations,Storage,Specialty Storage Solutions,Charging Carts,Instructor Stations Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. CHILDREN'S FACTORY List Price CUSTOMER DISCOUNTING FOB FACTORY TAILGATE DOCK DELIVERED $0-$10,000 28.00% 24.00 $10,001-$50,000 29.00% 25.00% $50,001 list and above Extended Discounts May Apply Early Childhood Offering: Student Desks,Tables,Dramatic Play,Storage,Infant Toddler Equipment,Juvenile Lockers,Educational Carpets,Storage,Teaching Accessories, Bikes/Transports,Mats/Cots Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. COMMUNITY(Division of JSI) List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0 -$7,499.99 47.00% $7,500.00-$24,999 48.00 $25,000-$99,999.00 50.00 $100,000+ Extended Discounts May Apply Classroom Seating/Tables,Library/Media Center Tables&Chairs,Lounge/Reception/Soft Seating,Bookcase Stacks/Storage,Cafe&Hospitality Tables and Chairs,Juvenile Sized Tables/Chairs Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. COPERNICUS List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$9,999 39.00 $10,000-$24,999 40.00 $25,000-$49,999 41.00 $50,000+ Extended Discounts May Apply Presentation Easel Stands,Table Accessories,Tablet/Multimedia Storage/Carts,Misc.Instructional Teaching Aids&Storage Solutions Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. DAUPHIN List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$15,000 list 49.00 $15,001-$50,OOOlist 49.00% $50,001-$100,OOOlist 49.00% $100,001-$250,000 list 50.00 $250,001 list and above I Extended Discounts May Apply Seating-Task,Executive,Side/Guest,Stools,Beam Seating,Lounge-Reception,Lounge Tables,Lecture Hall Seating Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. DIVERSIFIED WOODCRAFTS-SHAIN/SHOP BILT List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$99,999 59.00 $100,000-$249,999 64.00 $250,000-$399,999 66.00 $400,000+ Extended Discounts May Apply Science Classroom and Lab Furniture,Specialty Tables/Storage,Art Room Tables,Instructor Furniture/Demonstration Tables,Specialty Shop Room Equipment,Science/Lab Furniture,Art Room Tables/Carts/Storage,Tables-Work,Utility,Shop Room Benches/Lockers Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. ECOLOGIC FURNITURE List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$9,999 53.00 $10,000-$50,000 56.00 $50,001-$100,000 56.00% $100,001-$200,000 56.00 Extended Discounts May Apply Residence Furniture Resident Hall/Dormitory Furniture-Seating,Lounge,Side Chairs,Benches,Casegoods,Nightstands,Storage Chests,Wardrobes,Desks,Beds,Adjustable,Captains Mattresses,Tables-End,Corner,Coffee Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. EKO CUSTOMER DISCOUNTING List Price FOB FACTORY Delivered Tailgate $0-$15,000 list 44.00% 41.00 $15,001-$50,OOOlist 44.00% 41.00% $50,001-$100,OOOlist 49.00% 46.00% $100,001-$250,000 list 52.00% 49.00 $250,001 list and above Extended Discounts May Apply Collaborative Seating,Guest,Loveseat,Sofa,Club Chairs,Privacy Panels,Ottomans,Picnic Benches&Benching Tables Computer Tables,Coffee Tables,End Tables Lounge Tables, Modular Seating,Healthcare Seating-Lounge,Recliners,Sleepers Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. THE FOLLOWING STATES INCLUDE FREIGHT PREPAID FOR ORDERS OVER$12,000 LISTAND A$350 NET CHARGE FOR ALL ORDERS BELOW$12,000 LIST:WA,OR,CA,NV,AZ,NM,CO,UT,ID,MT,WY,ME,VT,NH.Excluding Fuel Surcharges All pricing shown includes freight prepaid for orders over$8,000 list.You must add a$225 net freight charge per order if list price is less than$8,000. ESI ERGONOMICS SOLUTIONS(A FELLOWES Company) List Price CUSTOMER DISCOUNTING Delivered Tailgate Work Tools&Ergoise $0-$15,000 list 49.00 $15,001-$50,OOOlist 51.00% $50,001-$100,OOOlist 51.25% $100,001-$250,000 list 52.00 $250,001 list and above Extended Discounts May Apply WORKGEAR(Climb&S2S) $0-$15,000 list 49.00 $15,001-$50,OOOlist 51.00% $50,001-$100,OOOlist 51.25% $100,001-$250,000 list 52.00 $250,001 list and above Extended Discounts May Apply TABLE BASES&TOPS $0-$15,000 list 49.00 $15,001-$50,OOOlist 51.00% $50,001-$100,OOOlist 51.25% $100,001-$250,000 list 52.00 $250,001 list and above Extended Discounts May Apply Desk Mounts,Wall Mounts,Stand up Desks,Workstations,Lighting,Multi-Monitor Mounts,CPU Holders,Accessories Pricing reflects Delivered Tailgate Dock Delivered Pricing. Discounts apply to factory sourced orders ONLY against the current list price in effect at time of order. Orders under$100 Net will incur a$25.00 flat shipping fee. FELLOWES SIT TO STAND UNITS,WORKSTATIONS,MONITOR ARMS,ACCESSORIES=KEYBOARD TRAYS,FOOT AND WRIST RESTS CATEGORIES List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$50,000 37.00 $50,001-$150,000 39.00% $150,001-$250,000 42.00 $250,001+ 43.00% Computer Workstations,Sit to Stand Riser Units,Monitor Arms,Ergonomic Accessories=Keyboard Trays,Wrist and Foot Rests Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. FIREKING List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED 1-5 Units 45.00 6-9 Units 45.00 Over 10 Units Extended Discounts May Apply Fire Files-Vertical/Lateral,Security Safes,Media Safes,Medical Security Cabinets""New-Misc.Laptop Security Storage Units Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. FLAGSHIP CARPETS List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$10,000 37.00 $10,000+ 39.50 Extended Discounts May Apply Educational Carpets,Instructional Carpet Tiles-Padded and Unpadded,Custom Imprint Carpets Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ONLINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. FLEETWOOD CUSTOMER DISCOUNTING List Price FOB FACTORY 0-$20,000 37.50 $20,001-$49,999 41.50% $50,000 and above Extended Discounts May Apply Instructor Desks/Storage Units(Mobile and Fixed),Student Desks/Tables,Computer&Media Tables,Library Tables,Library Shelving-Circulation Desks and Specialty Library Components, Lockers-Laminate(Sports and Athletics),Music Storage Casework,Classroom Storage Loose and Custom Cabinetry,Science Tables/Cabinets Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. FURNITURE LAB List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$15,000 41.00 $15,001-$50,000 42.00% $50,001-$100,000 43.00% $100,001-$250,000 45.00 $250,001 list and above Extended Discounts May Apply Table Tops,Table Bases,Seating,Booths,Trash Units,Power Solutions. Custom options for booths,table tops with Graphic opns and designs. Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. GHENT-a Division of Gmi List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$4,999.99 46.00 $5,000-$9,999.99 47.00 $10,000-$24,999.99 48.00 $25,000+ Extended Discounts May Apply Boards Whiteboards,Tackboards,Enclosed,Easels,Signage Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. A freight charge will be added to orders Under$1500 at list for actual freight cost. GLOBAL-GLOBAL EDUCATION-GLOBALCARE List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$16,499.99 54.00 $16,500-$49,999.99 55.00 $50,000-$99,999 57.00 $100,000+ Extended Discounts May Apply Office Administrative,Desk,Tables,Filing Storage-Metal/Wood/Laminate,Desk&Desking Components, Modular Free Standing Workstations,Cafe Tables/Seating,Institutional Site Equipment,Seating-Executive/Task/Side-Guest,Reception/Lounge,Education-Classroom&Other,Health Care-Patient On/Off Carpet,Casework,Tables Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. OFFICES TO GO SEATING(GLOBAL) List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$16,499.99 53.00 $16,500-$49,999.99 54.00 $50,000+ Extended Discounts May Apply Seating-Executive,Task,Side,Stack,Guest,Reception Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. OFFICES TO GO CASEGOODS(GLOBAL) List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$16,499.99 48.00 $16,500-$49,999.99 49.00 $50,000+ Extended Discounts May Apply Filing/Storage-Wood/Laminate,Desk&Casegoods,Cafe Tables Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. EVOLVE/COMPILE(GLOBAL SYSTEMS List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$16,500.00 55.00 $16,501-$50,000 59.50% $50,000-$100,000 62.00% $100,001+ Extended Discounts May Apply Systems Panels/Components,Worksurfaces,Modular Casegoods,Accessories/Storage Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Special Note-For Evolve/Compile only there will be a 5%of list surcharge for freight on orders under$10K LIST GLOBAL FACTORY IN STOCK PROGRAM List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$16,500.00 54.00 $16,501-$50,000 55.00% $50,000-$100,000 57.00% $100,001+ Extended Discounts May Apply Office Administrative,Desk,Tables,Filing Storage-Metal/Wood/Laminate,Desk&Desking Components, Modular Free Standing Workstations,Cafe Tables/Seating,Institutional Site Equipment,Seating-Executive/Task/Side-Guest,Reception/Lounge Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. HALE MANUFACTURING List Price CUSTOMER DISCOUNTING Delivered Tailgate <$3,500 41%Plus$45 Net Drop Charge $3,501-$19,999 41.00 $20,000-$99,999 42.00 >$100,000 Extended Discounts May Apply Library/Hospitality,Desk Circulation,Carrels,Library Tables,Seating,Specialty Chairs,Display Storage Shelving,Circulation Desks,Library Furniture,Bookcases and Accessories Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Note Orders Less than$3,500 At List Price will be Charged a NET$45.00 Drop Fee HASKELL List Price CUSTOMER DISCOUNTING Delivered Tailgate $0-$15,000 list 38.00 $15,001-$50,OOOlist 41.00% $50,001-$100,OOOlist 46.00% $100,001-$250,000 list 48.00 $250,001 list and above Extended Discounts May Apply Student Chairs/Desk(Ethos),Tables-Science,Computer,Library,Filing Storage-Metal/Laminate,Desk&Desking Components, Modular Free Standing Workstations,Science Room, Computer Tables,Reception/Lounge Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Hi5 List Price CUSTOMER DISCOUNTING Delivered Tailgate Zone 1 $0-$15,000 list 50.00 $15,001-$50,OOOlist 51.00% $50,001-$100,OOOlist 52.00% $100,001 List and Above Extended Discounts May Apply Grey- Zone 1 Orders Valued under$6,000 at List Price will be assessed a $200 Processing Fee Zone 2 $0-$15,000 list 50.00 $15,001-$50,OOOlist 51.00% $50,001-$100,OOOlist 52.00% $100,001 List and Above Extended Discounts May Apply White- Zone 2 Orders valued under$8,000 at list price will be assessed a$300 Processing Fee Tables-Conference,Hospitality,Training,Nesting,Height Adjustable,Mobile,Seating-Occasional,Lobby,Reception Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Freight is prepaid on a dock to dock basis for all orders exceeding zone minimum nets THE HON COMPANY List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED HON BRANDED SEATING $0-$25,000 52.00 $25,001-$75,000 55.00% $75,001-$150,000 57.00% $150,001+ Extended Discounts May Apply TABLES,DESKING,CASEGOODS $0-$25,000 52.00 $25,001-$75,000 55.00% $75,001-$150,000 57.00% $150,001+ Extended Discounts May Apply VERTICAL AND LATERAL FILES,STORAGE $0-$25,000 55.00 $25,001-$75,000 56.00% $75,001-$150,000 62.00% $150,001+ Extended Discounts May Apply SYSTEMS AND PEDESTALS $0-$25,000 63.00 $25,001-$75,000 64.00% $75,001-$150,000 66.00% $150,001+ Extended Discounts May Apply EDUCATION $0-$25,000 52.00 $25,001-$75,000 55.00% $75,001+ Extended Discounts May Apply SOOTHE(PATIENT CHAIR) $0-$25,000 50.00 $25,001-$75,000 51.00% $75,001-$150,000 52.00% $150,001+ Extended Discounts May Apply Foundations Laminate and Sadie Seating Series $0-$25,000 50.00 $25,001-$75,000 50.00% $75,001-$150,000 50.00% $150,001+ 50.00% HON PRODUCT BACKED BY 5 YEAR WARRANTY $0-$25,000 55.00 $25,001-$75,000 56.50% $75,001-$150,000 58.00% $150,001+ Extended Discounts May Apply HON NOW(Factory Quick Ship Program) $0-$25,000 50.00 $25,001-$75,000 50.00% $75,001-$150,000 50.00% $150,001+ Extended Discounts May Apply Panel Systems- Accelerate,Abound with Accessories,Filing-Vertical/Lateral/Personal Storage Units,Pedestal Storage(Fixed/Mobile),Bookcases,Storage Cabinets (Metal/Lami nateMood) Seating-Executive,Task,Side/Guest Reception/Lounge,Utility-Stack,Stools,Desks-Casegoods-Metal,Laminate,Veneer All Components,Tables-Conference,Training,Reception, Education/Classroom-Student Seating,Desks,Tables;Instructor Desking/Storage,Wall Boards-Visual Aids hon 5bRANDED 5-Year Warranty Products,Economy Desks,Casegoods,Filing,Seating-Executive,Task,Guest,Reception;Tables-Conference,Utility,Occasional,Training Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. HUMANSCALE List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED Seating-Freedom,Liberty,Smart,Diffrient World,Liberty Side&Occasional Chairs $0-$50,000 53.00 $50,001-$150,000 54.00% $150,001 List and Above Extended Discounts May Apply Stacking Chair,Cinto,Trea,Balla $0-$50,000 45.00 $50,001-$150,000 47.00% $150,001 List and Above Extended Discounts May Apply Keyboard Tray Systems&Accessories,Monitor Arms,Access Rails and CPU Holders $0-$50,000 61.00 $50,001-$150,000 63.00% $150,001 List and Above Extended Discounts May Apply Lighting,Ergo Tools&Accessories $0-$50,000 60.00 $50,001-$150,000 61.00% $150,001 List and Above Extended Discounts May Apply Cable Management: NeatLinks,NeatLinks Slim&NeatTech $0-$50,000 57.00 $50,001-$150,000 59.00% $150,001 List and Above Extended Discounts May Apply Sit/Stand Desktop Solutions(Portable-Fixed Workstations): QuickStand Eco $0-$50,000 44.00 $50,001-$150,000 45.00% $150,001 List and Above Extended Discounts May Apply Height Adjustable Workstations(Counterbalance): Float Table,All QuickStand Product(Eco Excluded)&Worktops $0-$50,000 51.00 $50,001-$150,000 51.50% $150,001 List and Above Extended Discounts May Apply Height Adjustable Workstations(Electric): eFloat Lite and eFloat Flex Table Bases(Does Not include Worksurface Tops) $0-$50,000 60.00 $50,001-$150,000 61.00% $150,001 List and Above Extended Discounts May Apply C—fi—-C--fi— 7­� Cif/Cf—A Cfn Ar Ile.•h.. A Q. fe IA—if—A— 1 i-kfin P01I U—IA­ C--f 0e f� 1 n fA Ll—IA-- Pnkle IJlnnn.re...enf caury-�ncr.uuvc, a , ucivuc , uny vaar.n,-u.a.--...P.-.aaa-.1 1Icyu-u�Y.-. -.... ..... Iy,-1 W.-U...1 1-nc.I.,-P-P nvuc�,vauc inaayccn, Computer Accessories, Healthcare-Technology Wall,Mobile Stations Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. The pricing tiers are set individually by product category NOT total list price of an order. IRN List Price CUSTOMER DISCOUNTING PROGRAM OFFER $0-$15,000 list 5.00 $15,001-$50,OOOlist 5.00% $50,001-$100,OOOlist 5.00% $100,001-$250,000 list 5.00 $250,001 list and above 5.00 IRN connects those in need with those who have surplus.We match the needs of charities and nonprofits throughout the world with surplus furnishings and equipment from schools, universities,corporations and other large organizations. Our services provide a complete reuse solution for organizations who generate surplus and those who receive it. IRN makes the match and manages the labor and logistics to move,load,and ship surplus to reusers. JONTI-CRAFT List Price CUSTOMER DISCOUNTING FOB FACTORY BIRCH LINE $0-$5,000 25.00 $5,001-$10,000 28.00 $10,001-$15,000 30.00% $15,001-$20,000 32.00% $20,001+ Extended Discounts May Apply BERRIES TABLES/CHAIRS $0-$5,000 37.00 $5,001-$10,000 39.00 $10,001-$15,000 41.00% $15,001-$20,000 42.00% $20,001+ Extended Discounts May Apply Early Childhood Offering: Student Desks,Tables,Dramatic Play,Storage,Infant Toddler Equipment,Juvenile Lockers Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. JSI Group Brand-JSI/Community/Klem List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0 -$7,499.99 47.00% $7,500.00-$24,999 48.00 $25,000-$99,999.00 50.00 $100,000+ Extended Discounts May Apply Classroom Seating/Tables,Library/Media Center Tables&Chairs,Lounge/Reception/Soft Seating,Bookcase Stacks/Storage,Cafe&Hospitality Tables and Chairs,Juvenile Sized Tables/Chairs Pricing reflects FOB Destination-Tailgate dock delivered. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. LA-Z-BOY List Price TAILGATE DOCK DELIVERED $0-$15,000 list 51 $15,001-$50,000 list 51 $50,001-$100,000 list 52 $100,001-$250,000 list 52 $250,001 list and above 53 Seating-Bariatric,Task,Executive,Gliders,Lobby/Lounge,Side/Guest,Recliners,Sleepers,Occasional Tables Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Freight included for order in excess of$1,500 net.For orders less than$1,500 net there is a charge of$100. LEISURE CRAFT List Price CUSTOMER DISCOUNTING FOB Factory $0-$25,000 12.00 $25,001 Extended Discounts May Apply Outdoor furnishings to include benches,tables,receptacles,chairs,bleachers,bike racks,grills&accessories. Custom designed and Iogo'd items available by special order. Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. LIAT FURNITURE List Price CUSTOMER DISCOUNTING FOB FACTORY Zone 1 $0-$100,000 46.00 $100,000-$200,000 48.00 $200,000-$300,000 50.00 $300,000-$400,000 50.00 $400,000+ Extended Discounts May Apply Zone 1 orders less than$5,000 list will have a flat fee of$375 added to invoice Zone 2 $0-$100,000 46.00 $100,000-$200,000 48.00 $200,000-$300,000 50.00 $300,000-$400,000 50.00 $400,000+ Extended Discounts May Apply Zone 2 orders less than$5,000 list will have a flat fee of$375 added to invoice,plus 5%of list Zone 3 $0-$100,000 46.00 $100,000-$200,000 48.00 $200,000-$300,000 50.00 $300,000-$400,000 50.00 $400,000+ Extended Discounts May Apply Zone 3 orders less than$5,000 list will have a flat fee of$375 added to invoice,plus 10%of list Library/Hospitality,Desk Circulation,Carrels,Library Book Carts,Seating Lounge,Specialty Chairs,Storage Shelving,Computer Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. LUXOR Units CUSTOMER DISCOUNTING FOB FACTORY $0-$10,000 45.00 $10,001-$25,000 46.00% $25,001-$50,000 49.00% $50,000 at List and Above Extended Discounts May Apply NEW EXPANDED PRODUCT OFFERING-Stand up Desks,Desk Top Converters,Student Desks,Tables,TC/AV Carts and Stands,Presentation Lecterns,Utility Carts,Mobile Charging Carts, Wall Mounting Charging Stations,Charging Lockers,Whiteboards,Glassboards Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. MARCO GROUP FOB FACTORY SEATING $0-$50,000 42.00 $50,001-$150,000 45.00% $150,001-$250,000 49.00 >$250,001 Extended Discounts May Apply TABLES&DESKS $0-$50,000 42.00 $50,001-$150,000 45.00% $150,001-$250,000 49.00 >$250,001 Extended Discounts May Apply TEACHERS DESKS&STORAGE $0-$50,000 36.00 $50,001-$150,000 42.00% $150,001-$250,000 45.00 >$250,001 Extended Discounts May Apply SOFT SEATING $0-$50,000 36.00 $50,001-$150,000 42.00% $150,001-$250,000 45.00 >$250,001 Extended Discounts May Apply Classroom Seating&Tables,Wood Bookcases/Shelving,Casework-Loose/Mobile,Band Storage,Instructor/Teacher Desks,Soft Seating,Collaborative Solutions Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. MARVEL GROUP List Price/Product Line CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED ZAPF/MAILROOM/SEATING $0-$15,000 list 51.00 $15,001-$50,OOOlist 51.00% $50,001-$100,OOOlist 52.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply PRONTO $0-$15,000 list 64.00 $15,001-$50,OOOlist 64.00% $50,001-$100,OOOlist 64.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply VIZION&AIRE $0-$15,000 list 36.00 $15,001-$50,OOOlist 36.00% $50,001-$100,OOOlist 36.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply Desk-Freestanding Desk,Modular Workstation,Panel Systems,Cafe Tables,Conference Tables,Seating-Task,Executive,Side/Guest,Training Tables,Computer Tables Adjustable Height, Ergonomic Accessories,Mailroom/Utility Furniture Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Freight Charges=5%of list price on orders under$10K(Value at List Price)-Free Freight on Orders Over$10K List MEDIA TECHNOLOGIES CUSTOMER DISCOUNTING List Price FOB Factory $0-$7,500 list 45.00 $7,501-$25,000 46.00 $25,001-$75,000 47.00% $75,001-$200,000 48.00% $200,001-$400,000 49.00 $400,001 and above Extended Discounts May Apply Library Shelving and Media Center Accessories,Circulation Desks,Library Tables/Chairs,Media Lab Tables,Misc. Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. MONTISA CUSTOMER DISCOUNTING List Price FOB Factory $0-$50,000 37.00 $50,001-$150,000 40.00% $150,.001-$250,000 48.00% $250,001 list and above 51.00% Desking-Basic,Team,Benching,Collaborative Stations,Work Bars,Bench's&Walls,Laptop Stands,Monitor Stands,File Cabinets,Storage Cabinets,Bookcases,Work Benches-Utility, Stools,Lockers Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Orders less than$7,00 at list price(except for accessories)will be incur a SOF charge of$300. Orders that exceed$7,000 at list price will receive Tailgate Dock Delivered Terms. MOORECO INC. List Price CUSTOMER DISCOUNTING Delivered Tailgate Inside Delivery Delivered&Installed BALT I BEST-RITE(Mooreco Brand) $0-$15,000 list 40.00 $15,001-$50,OOOlist 42.00% $50,001-$100,OOOlist 44.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply SOFT SEATING-VANERUM NORTH AMERICA $0-$15,000 list 41.00 $15,001-$50,OOOlist 41.00% $50,001-$100,OOOlist 42.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply Classroom Seating&Stools,Classroom Desks&Student Activity Tables,Computer Furniture,Tables Student Activity,Multi-Purpose,Early Childhood,Easels/Wheasel,Technology Charging Carts,AV Carts,Utility Carts,Whiteboards/Dry Erase,Tackboards,Chalkboard,Study Carrels,Lecterns,Display Cases,Accessories,Soft Seating Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Soft Seating-Orders Under$1,000 Net=$120 Flat Rate,Orders$1,001 to$30,000=12%of Total Net,Orders$30,001&Up=7%of Total Net NATIONAL OFFICE FURNITURE List Price CUSTOMER DISCOUNTING Delivered Tailgate $0-$15,000 list 55.00 $15,001-$50,OOOlist 55.00% $50,001-$100,OOOlist 55.00% $100,001-$250,000 list 55.00 $250,001 list and above Extended Discounts May Apply Executive Wood Furniture,Conference Room Tables,Training Tables and Board Room Accessories,Metal,Laminate and Veneer Filing and Storage,Study Tables and Seating,Fully Upholstered Soft Seating and Modular Reception Seating,Occasional Tables,Ergonomic Accessory Items,Visual Wall Display Systems,Student Seating/Tables Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. NATIONAL PUBLIC SEATING/OKLAHOMA SOUND(Now Combined to Single Brand Offer) I icf PH— CUSTOMER DISCOUNTING Delivered Tailgate $0-$15,000 list 45.00 $15,001-$50,OOOlist 47.00% $50,001-$100,OOOlist 48.00% $100,001-$250,000 list 49.00 $250,001 list and above Extended Discounts May Apply Music Chairs/Stands,Cafe/Stages-Choral Risers,Folding Chairs/Tables,Seating-Auxiliary Side/Guest/Stack,Stools,Lecterns,Amplified Sound Systems,Charging Carts Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. NEUTRAL POSTURE List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED Seating-Task,Executive,Conference,Side/Guest,Healthcare and Workplace Accessories $0-$50,000 47.00 $50,001-$150,000 48.00% $150,001-$250,000 50.00 $250,001+ Extended Discounts May Apply Equity-Systems $0-$50,000 60.00 $50,001-$150,000 62.00% $150,001-$250,000 65.00 $250,001+ Extended Discounts May Apply Seating-Task,Executive,Conference,Side/Guest,Healthcare and Workplace Accessories,Systems Furniture Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. Women's Business Enterprise(WBE)Certification NIGHTINGALE QTY CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED 1-5 EACH 47.00 6+EACH 56.00 Extended Discounts May Apply Seating-Task,Executive,Conference,Side/Guest,Stools,Lounge,Reception Station,Health Care Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. NORVANIVEL CUSTOMER DISCOUNTING List Price FOB Factory $0-$50,000 48.00 $50,001-$100,000 51.00% $100,001-$200,000 54.00 $200,001-$250,000 58.00 $250,001+ Extended Discounts May Apply Classroom Students Desks/Chairs/Tables,Media Lab Tables,Instructor Tables/Chairs,Soft Seating,Collaborative Learning Solutions,STEM-Maker Space Products,Casual Learning Nooks and Seating Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. OFM CUSTOMER DISCOUNTING List Price FOB Factory Delivered Tailgate $0-$15,000 list 60.00% 56.00 $15,001-$50,OOOlist 61.00% 57.00% $50,001-$100,OOOlist 62.00% 58.00% $100,001-$250,000 list 63.00% 59.00 $250,001 list and above Extended Discounts May Apply Seating,Beam,Guest,Stools,Tables,Cafe,Cluster Tables,Conference,Training,Reception,Multi-Purpose,Workstations,Storage,Soft Seating Modular,Visual Boards and Accessories Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. OFS CUSTOMER DISCOUNTING List Price FOB Factory $0-$50,000 list 48 $50,001-$100,000 50% $100,001+ Extended Discounts May Apply Seating,Tables,Casegoods,Open Plan,Space Defining,Accessories-Full Line Contract Offering Pricing reflects Tailgate Dock Delivered pricing.Orders less than$3500 at list will be assessed a handling charge of$125 net per order.This line item charge will be added to your order. Cucf—ar much nnccecc n fiflly fi—finninn rInrk fn—nuccf di—rf fnrfn—fn rlccfinnfinn rlrnn chin ccniirc Mcrnunfc nnnly fn f—f—cnurrcrl nrrlcrc nNl V-nririnn rincc nnf ciinnnrt nN vu.aav,uc,u,ua'.vaaca.�a,u,q,u„ea,v„uy..v..n w,vyuva...a—­ y w..v.a ---, .'.......... . ..... .".y--------y�....,..�....,..�,�..,.�, -r,..„y....��,,... .,rr..,...,. LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. PALMEIRI CUSTOMER DISCOUNTING List Price FOB FACTORY $0-$15,000 list 50.00 $15,001-$50,OOOlist 52.00% $50,001-$100,OOOlist 55.00% $100,001-$250,000 list 57.50 $250,001 list and above Extended Discounts May Apply Tables,Desks(Carrels),Seating,Service Desks,Shelving,Book Trucks,Info Kiosks,Displays,End Panels&Tops,MISC Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. PALMER HAMILTON List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED PALMER HAMILTON BRANDED PRODUCT $0-$4,999.99 30.00 $5,000-$9,999 30.00 $10,000-$24,999 30.00 $25,000+ Extended Discounts May Apply HIVE TAILGATE DOCK DELIVERED $0-$4,999.99 30.00 $5,000-$9,999 30.00 $10,000-$24,999 30.00 $25,000+ Extended Discounts May Apply NOMAD LINE TAILGATE DOCK DELIVERED $0-$4,999.99 30.00 $5,000-$9,999 30.00 $10,000-$24,999 30.00 $25,000+ Extended Discounts May Apply Mobile Cafeteria Tables,Seating,Wall Pocket Tables&Benches,Tables-Cafe,Training,Lightweight,Chairs,Booths,Lounge,Collaborative Pricing reflects Delivered Tailgate(Palmer Hamilton Brand,Hive and NOMAD). Note a$175 NET Charge will be applied on orders less that$10,000 at Iistfor Palmer Hamilton Branded orders ONLY that total under$10,000 at list..There is a 6%upcharge for Nomad and Hive orders shipping west of the Rockies. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. Discounts apply to factory sourced orders ONLY-pricing does not support ONLINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. PARAGON CUSTOMER DISCOUNTING List Price FOB FACTORY $0-$15,000 list 43.00 $15,001-$50,OOOlist 45.00% $50,001-$100,OOOlist 50.00% $100,001-$250,000 list 56.00 $250,001 list and above Extended Discounts May Apply Tables-Science,Study,Media Lab,Computer,Utility,Instructor,Classroom Seating/Desks/Tables,Intuitive Commons-Library/Media Center,Storage,Cafe,Carts,Upholstered Casual Lounge,Collaborative Table System Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. PRISONER BENCH, LLC List Price CUSTOMER DISCOUNTING FOB FACTORY $0-$20,000 10.00 Over$20,001 Extended Discounts May Apply Security Correctional Benches,Optional Restraint Accessory Items,Floor Mounted,With and Without Back,Custom Sizes Available Standard Finish and Stainless Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. PS FURNITURE List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$15,000 list 53.00 $15,001-$50,OOOlist 53.00% $50,001-$100,OOOlist 54.00% $100,001-$250,000 list 55.00 $250,001 list and above Extended Discounts May Apply Tables,Flip Top,Reception,Mobile Buffet,Folding,Plastic Folding,Portable,Seating Event,Stacking,Folding,Stool, Transportation-Tables,Chairs,Lecterns,Portable Flooring Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. REGENCY FURNITURE List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$15,000 list 46.00 $15,001-$50,000list 46.00% $50,001-$100,000 list 48.00% $100,001-$250,OOOlist 48.00% $250,001 list and above Extended Discounts May Apply Office Administrative,Desk,Tables,Filing Storage-Veneer/Wood/Laminate,Desk&Desking Components, Modular Free Standing Workstations,Cafe Tables/Seating,Institutional Site Equipment,Seating-Executive/Task/Side-Guest,Reception/Lounge Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. RFM SEATING List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$50,000 50.00 $50,001-$150,000 52.00% $150,001-$250,000 54.00 $250,001+ Extended Discounts May Apply Seating,Conference,Guest,Lobby,Task,Mesh and Bariatric Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SAFCO PRODUCT (Now Includes Mayline Branded Items) List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED SEATING $0-$50,000 52.00 $50,001-$150,000 53.00% $150,001-$250,000 54.00 >$250,001 Extended Discounts May Apply TABLES $0-$50,000 50.00 $50,001-$150,000 52.00% $150,001-$250,000 54.00 >$250,001 Extended Discounts May Apply DESKING/OFFICE PRODUCTS $0-$50,000 50.00 $50,001-$150,000 53.00% $150,001-$250,000 56.00 >$250,001 Extended Discounts May Apply FILING/STORAGE $0-$50,000 50.00 $50,001-$150,000 53.00% $150,001-$250,000 56.00 >$250,001 Extended Discounts May Apply Arts&Engineering,Classroom Desk,Stools,Filing,Mailroom Furniture,Seating,Shelving&Lockers,Tables Computer Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SANDLER SEATING List Price CUSTOMER DISCOUNTING Delivered Tailgate Inside Delivery Delivered&Installed $0-$15,000 list 34.00% 32.00% 28.00 $15,001-$50,000 list 41.00% 39.00% 36.00 $50,001-$100,000 list 43.00% 41.00% 39.00 $100,001-$250,000 list 44.00% 42.00% 40.00 $250,001 list and above Extended Discounts May Apply Restaurant-Hospitality Furniture-Bar Stools,Counter Stools,Lounge Seating,Table Bases,Table Tops,Beam Seating Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SANDUSKY LEE CUSTOMER DISCOUNTING List Price FOB Factory 1-14 Units 48.00% 15-35 Units 51.00% 3648 Units 53.00% 48+Units Extended Discounts May Apply Cabinets-Safety,Storage,Files,Flat Files,Mobile,Carts-Computer Security,Utility,Bookcases,Book-trucks&Wagons,Teachers Desks,Bookcases,Lockers,Shelving,Audio/Video Carts Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SCHOLARCRAFT List Price CUSTOMER DISCOUNTING FOB FACTORY STANDARD CLASSROOM SERIES $0-$25,000 60.00 $25,001-$50,000 62.00% $50,001-$150,000 64.00% Over$150,001 Extended Discounts May Apply ACCESS SOFT SEATING $0-$25,000 60.00 $25,001-$50,000 62.00% $50,001-$150,000 64.00% Over$150,001 Extended Discounts May Apply SPECIAL NOTE-COMBINE TOTAL LIST FOR STANDARD AND ACCESS SEATING TO ESTABLISH VOLUME TIER PRICING Classroom Students Desks/Chairs/Tables,Media Lab Tables,Instructor Tables/Chairs,Institutional Folding Chairs Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SEDIA SYSTEMS CUSTOMER DISCOUNTING List Price FOB Factory $0-$15,000 list 40.00 $15,001-$50,OOOlist 42.00% $50,001-$100,OOOlist 46.00% $100,001-$250,000 list 48.00 $250,001 list and above Extended Discounts May Apply Seating-Lecture Hall,Auditorium,Jump Seat,Complementary,Tables-Training,Height Adjustable,Folding,Nesting,Seating-Stacking,Tablet Arm,Task Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SMITH SYSTEM CUSTOMER DISCOUNTING List Price FOB Factory $0-$15,000 list 36.00 $15,001-$50,OOOlist 36.50% $50,001-$100,OOOlist 37.00% $100,001+ Extended Discounts May Apply Classroom Seating&Stools,Seating High Density Chairs,Classroom Desks&Combination Desks Student Activity Tables,Computer Furniture,Tables Student Activity,Multi-Purpose, Music Chairs,Teachers Desk&Accessories,Library Shelving,Mobile,Lounge Seating Storage Cabinets AV Presentation Pricing reflects FOB Factory,Delivered Tailgate-please specify the preferred schedule at time of order. Customers must possess a fully functioning dock to request direct factory to destination drop ship service. A line item charge for actual freight costs will be added to the order when FOB Factory rates are selected.Discounts apply to factory sourced orders ONLY- pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SPEC FURNITURE List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED $0-$15,000 list 46.00 $15,001-$50,OOOlist 46.00% $50,001-$100,OOOlist 47.00% $100,001-$250,000 list 49.00 $250,001 list and above Extended Discounts May Apply Seating-Side/Guest,Lounge-Reception Seating,Occasional, Tables-Activity,Lounge,Cafe,Reception,Lecterns,Multi Media Carts,Health Care Seating,Tables,Bariatric,Rockers Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. SWIFTSPACE CUSTOMER DISCOUNTING List Price FOB Factory $0-$15,000 list 42.00 $15,001-$50,OOOlist 44.00% $50,001-$100,OOOlist 45.00% $100,001-$250,000 list 47.00 $250,001 list and above Extended Discounts May Apply Mobile Modular Systems-Admin,Classroom,Conference;Folding Mobile Collapsible Wall Dividers/Stations,Computer Labs Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. TENJAM Units CUSTOMER DISCOUNTING DELIVERED TAILGATE $0-$10,000 43.00 $10,001-$25,000 45.00% $25,001-$50,000 46.00% $50,000 at List and Above Extended Discounts May Apply Classroom,Collaborative open Space Seating,Media Centers,K-12 Seating Solutions Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. TENNSCO CUSTOMER DISCOUNTING List Price FOB FACTORY OFFICE PRODUCTS $0-$15,000 list 42.00 $15,001-$50,OOOlist 43.00% $50,001-$100,OOOlist 44.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply CUSTOMER DISCOUNTING List Price FOB FACTORY INDUSTRIAL PRODUCTS $0-$15,000 list 46.00 $15,001-$50,OOOlist 48.00% $50,001-$100,OOOlist 50.00% $100,001-$250,000 list Extended Discounts May Apply $250,001 list and above Extended Discounts May Apply Filing/Storage,Lockers,Shelving and Shop Equipment Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. THE SENATOR GROUP(PARENT TO ALLERMUIR)-http://www.thesenatorgroup.com/uk/ List Price CUSTOMER DISCOUNTING Delivered Tailgate $0-$49,999 51.00 $50k-$99,999 54.00 $100k-$299,000 57.00 $300,001 list and above Extended Discounts May Apply Desking,Benching,Seating,Tables,Lounge/Soft Seating,Storage/Media Storage,Active Learning Chairs,Work Lounge,Pods/Privacy Screens-Award Winning Product Design Pricing reflects Dock Delivered Freight for orders over$4,000 at list. Orders under$4,000 at list will incur a flat$95.00 Freight Cost Trendway-A Fellowes Company List Price CUSTOMER DISCOUNTING TAILGATE DOCK DELIVERED Choices,Capture,Choices Freestanding $0-$250.000 63.00 $250,001-$500,000 66.00 $500,001-$1,850,000 68.50 $1,850,001+ Extended Discounts May Apply Pack $0-$250.000 63.00 $250,001-$500,000 64.50 $500,001-$1,500,000 66.00 $1,500,001+ Extended Discounts May Apply Intrinsic Freestanding,Trig&Confer $0-$250,000 59.00 $250,001-$500,000 61.00 $500,001-$1,850,000 63.00 $1,850,001+ Extended Discounts May Apply Demountable Walls,TrendWall,ClearWall&Volo $0-$7,500 49.00 $7,501-$15,000 52.00 $15,001-$25,000 55.00% $25,001-$50,000 59.00% $50.001-$100,000 62.00% $100,001-$1,667,779 65.50 $1,667,780+ Extended Discounts May Apply Tables(Coices,Intrinsic,Trig,Ht Adjustable,Training&Collaborative $0-$350,000 58.00 $350,001-$500,000 59.00 $500,001+ Extended Discounts May Apply SEATING $0-$350,000 58.00 $350,001-$500,000 59.00 $500,001+ Extended Discounts May Apply Panel and Systems Product-Choices,Capture,Choices Freestand,Pack,Intrinsic Frestanding-Trig&Confer Demountable Walls-Trendway,ClearWall&Volo Tables-Choices,Intrinsic,Trig-Height Adjustable,Training&Collaborative,SEATING-Executive,Task,Guest Conference,Side,Specialty Pricing tiers are computed based on total list price of each individual product series/category Pricing reflects Tailgate Dock Delivered Freight Terms. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. WADDELL(Division of GMI) List Price CUSTOMER DISCOUNTING FOB FACTORY $1-$9,999 46.00 $10,000+ 51.00 Extended Discounts May Apply Display Cases,Trophy Display Units Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. WISCONSIN BENCH(WB Mfg.) CUSTOMER DISCOUNTING List Price FOB FACTORY $0-$15,000 list 60.00 $15,001-$50,OOOlist 62.00% $50,001-$100,OOOlist 63.00% $100,001-$250,000 list 64.00 $250,001 list and above Extended Discounts May Apply Classroom Storage,Instructor Units,Casework,Lockers Laminate,M usic Storage,Tables,Stools,Art Room Work Tables,Activity Tables,Classroom Equipment Pricing reflects FOB Factory Freight Terms. A line item charge for Freight FOB Factory will be added to your order. Freight quotes per individual order will be provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service.Discounts apply to factory sourced orders ONLY-pricing does not support ON LINE or Retail Purchases. Discounts will be applied against the current list price in effect at time of order. An order is defined as a single purchase order shipping to a single destination. All pricing is predicated on factory sourced orders-retail and on line purchases are not eligible for these special discount rates. **Pricing tiers are determined by the total list price of all product offered within a single brand. The aggregate total determines the pricing tier,and as applicable-the corresponding discount percent applies for product categories for that single brand. The aggregate order total reflecting a combination of brands is not applicable when determining volume tiers. **Brands may be combined on a single purchase order to streamline the order process and eliminate the need to generate multiple purchase orders--but tiered pricing is based on the total list price per BRAND. **Full line catalogs,cut sheets,specification,color&finish cards are available on request. **Discounts are applied to the current list price in effect at time of order. A vendor directory that includes all suppliers listed in this response is provided for your convenience. The directory contains manufacturer and catalog web links. The web sites will provide information regarding sustainability,indoor clean air certifications, products and finishes. The site also contains industry standards and certifications and resource information such a white paper studies. The web sites contain the most up-to-date product information and finishes. We encourage you to explore the vast amount of information provided. Two freight terms are included in the pricing schedule above. FOB FACTORY(additional freight charges will be added)and Tailgate Dock Delivered(delivered pricing). The dual options are included to offer the best value pricing option to all members. FOB FACTORY pricing provides deeper product discounts with the provision to provide pass-thru actual freight charges as applicable.The actual freight charges will be applied as a line item charge on the invoice. Based on the logistics of shipping relative to the factory and ordering entity state of designation,freight rates can vary significantly. Freight quotes will be provided to member entities prior to order placement to determine BEST VALUE and lowest cost on an order by order basis. The"Tailgate Dock Delivered"pricing column can only be selected as a pricing tier for factory direct shipments when the following criteria is met. The end user must have a formal, functional and accessible Receiving Dock and staff is available to assist in the off-load of product. LTL carriers do not provide assistance in the off-load of product or assist in moving product from a"drop spot"inside a building structure. Please understand that IF a formal dock is not available and if manpower resources are not provided to assist in the offload of product to an internal staging area with a building structure- we cannot process your order to ship direct from the factory to your site. M Staples.. ill Ni _ F;4 iA ■ � Jr — Fy � EXCEED SERVICE RATE SCHEDULE • • ,NOT TO Fees for services are determined on an hourly basis unless otherwise stated. Quote for Additional Services will be mutually approved in writing prior to project implementation. Quoted fees are estimates only and may be revised to reflect agreed-upon changes to a project. Design Services(when billable)(CAD&Creative) $65.00 Per hour Project Manager(when billable) Subject to level of service and supervision required Quoted on a Project by Project Basis Non-Union(Standard Business Hours)Lite Assembly/Inside Delivery $46.00 Per Hour Union Labor Rate—Prevailing Wage Compliance to local ordinances an pay scales Weekend&Holiday Non-Union Labor Rate $86.50 Per hour Overtime Installation Rate(Monday through Saturday)Non-Union $59.50 Per hour Overtime Installation Rate(Sundays and Holidays) $86.50 Per hour Service Technician(furniture repair not under warranty) $46.00 Per hour Warehouse Inventory Storage Rate per Square Foot $1.50/Square Foot Asset Management Quote on a Project—by—Project Basis Professional Installation Service(Non-Union/Std Business Hours) 8-10%of Project Sell Professional Installation Service—2"d-3`d Shift Differential 15%of Project Sell Tailgate Dock Delivery—Customer must have a fully functioning loading dock for in- No charge for members within a 50-mile radius of a Staples Fulfillment Center carton dock deliveries Site conditions to include access to freight elevators,requirement of stair carries, Quote on Project-by-Project Basis move/relocation of existing equipment Is ' 48! � ti M Staples Awarded Contract Staples Contract #121919-SCC Program Furniture Rebate Rebates ranging up to 5% annually based on sales (12-Month Program) $ 0-$ 75,000.00 0% $ 75,000.01 -$150,000.00 1% $150,000.01 -$300,000.00 2% $300,000.01 -$500,000.00 3 $500,000.01 -$750,000.00 4% $750,000.01 or more 5% All rebates are payable from dollar one and will be paid annually based on the customers anniversary start date. Rebates are calculated on factory sourced project furniture sales only. Billable Services - Design, Delivery, Installation, Freight are rebate eligible for calculation totals DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Exhibit B 121919-SCC Sourcewell Solicitation Number: RFP#121919 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Staples Contract& Commercial LLC, 500 Staples Drive, Framingham, MA 01702 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective on April 10, 2020. B. EXPIRATION DATE AND EXTENSION. This Contract expires February 18, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member's site. 1 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. LAWS AND REGULATIONS. All Equipment, Products, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold. C. WARRANTY. Vendor warrants that all Products and installation thereof will conform to specifications as stated in manufacturer documentation. Vendor will pass through all manufacturers' warranties to Member(copies of such manufacturer warranties provided upon request). All Products and Services offered for sale are subject to the terms and conditions included in manufacturer documentation. Warranties are subject to change or replacement by the manufacturer or distributor in accordance with their regular business processes. Vendor will reasonably assist in coordinating repair or replacement of Product by the manufacturer. Warranties apply only if Products are used in the intended manner and within manufacture specifications. Vendor warrants that for a period of one year from performance installation and assembly Services will meet or exceed generally accepted standards in the industry and will meet any required specifications mutually agreed upon by Vendor and Member. Notwithstanding anything to the contrary, Vendor will have no liability for any damage, defect, or loss due to Member's movement or alteration of Products after installation.THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS ORAL OR WRITTEN, EXPRESS OR IMPLIED. VENDOR DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract.This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase. When providing pricing quotes to Members, all pricing quoted must reflect a Member's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and 2 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC Services that are operational for their intended purpose, and includes all costs to the Member's requested delivery location. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Staples may in its discretion offer to Members a mix of FOB Factory Freight/ FOB Destination delivery terms for individual items in a given order. FOB Factory Freight -actual freight charges are applied to an order as a separate line charge. Freight quotes are provided upon request. Customer must possess a fully functioning dock to request direct factory to destination drop ship service. Discounts apply to factory sourced orders only- pricing does not support online or retail purchases. FOB Destination (Tailgate Dock Delivered) - Pricing includes freight. Customer must possess a fully functioning dock to request direct factory to destination drop ship service. Discounts apply to factory sourced orders only- pricing does not support online or retail purchases. Notwithstanding anything to the contrary freight claims shall be handled by the Member in accordance with applicable law including for the avoidance of doubt the Carmack Amendment to the Interstate Commerce Act of 1877. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member. B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax-exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. 3 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number • Clearly specify the requested change • Provide sufficient detail to justify the requested change • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. Vendor agrees to maintain the proposed discount from manufacturer list price throughout the term of the Contract. Notwithstanding the foregoing the parties acknowledge that while the discount percentage will remain the same (except as otherwise agreed pursuant to a Change Request Form) pricing quoted to Members at time of purchase may increase or decrease as manufacturer list price changes. 5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member's use of this Contract is at the 4 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC Member's sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract. Notwithstanding anything to the contrary, a Member's participation hereunder, including for the avoidance of doubt, an extension of credit hereunder is contingent upon Member's satisfaction of Vendor's standard credit requirements. Vendor also reserves the right to refuse sales of Products to Members reselling such Products. B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws. 6. MEMBER ORDERING AND PURCHASE ORDERS A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member. B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry-specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor's Proposal. C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member's purchase order. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. 5 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC E. TERMINATION OF PURCHASE ORDERS. Members may term in ate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal or state laws or regulations prohibit the purchase or change the Member's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member. Vendor reserves the right to terminate a purchase order pursuant to which a Member requests or demands services to be performed not enumerated by the terms of this Contract. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member's purchase order will be determined by the Member making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Member inquiries; and • Business reviews to Sourcewell and Members, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); 6 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC • Customer Physical Street Address; • Customer City; • Customer State; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Member Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter. For purposes of calculating any administrative fee pursuant to this Contract, such administrative fee shall be calculated as a percentage of"Net Sales" defined as follows: the gross sales price of the Products, Equipment, and Services less shipping costs (including freight charges and insurance), taxes, duties, any rebates actually paid, discounts and allowances actually taken, rejections, and returns to the extent credit is given or paid, and also excluding purchases made via (i) staples.com or (ii) any Staples retail channel without a convenience and/or registered procurement card. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. 7 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. This Section shall not apply to Vendor's delivery, installation, design, repair, or refurbishment obligations hereunder which Vendor may subcontract to reasonably qualified third parties. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership,joint venture, master- servant, principal-agent, or any other relationship. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Neither party, nor its officers, directors, employees, or Affiliates, shall be liable to the other for any special, indirect, incidental, consequential, punitive, or exemplary damages including, but not limited to, lost profits, business interruption, loss of data, or cost of cover even if the party alleged to be liable has knowledge of the possibility of such damages. The limitations set forth in this Section shall not apply to or in any way limit liabilities arising from a party's gross negligence or willful misconduct or from the confidentiality or indemnification obligations of that party. 8 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of three (3) years from the end of this Contract. This clause extends to Members as it relates to business conducted by that Member under this Contract. Any audit requests shall be made with thirty (30) days advance written notice and shall be conducted during normal business hours at Vendor's corporate offices. If a third-party consultant or auditor is used, Vendor may require the execution of a confidentiality agreement prior to receiving access to any records. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INTELLECTUAL PROPERTY As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims,judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Equipment or Products by Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright laws. 15. PUBLICITY, MARKETING, AND ENDORSEMENT A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. Any use by Sourcewell of Vendor's trademarks logos or other intellectual property shall be subject to Vendor's prior written consent. C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 9 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC 16. GOVERNING LAW,JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default: 1. Nonperformance of contractual requirements, or 10 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers'Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, products-completed operations including construction defect, contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer). 11 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract. Minimum Limits: $2,000,000 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data —including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Upon commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract.The certificates must be signed by an authorized representative. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without thirty (30) days' prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. 12 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. Notwithstanding the minimum limits of coverages set forth herein, Vendor shall name Sourcewell and its Members including their officers, agents, and employees as an additional insured for the full limits of insurance coverage including but not limited to any excess policy coverage purchased by Vendor. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance maintained by the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required insurance maintained by the Vendor. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 13 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Member accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 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 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be 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, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be 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. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. 14 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic 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 than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT(42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require the non-federal award to agree 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). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared 15 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the 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. J. BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the 16 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 121919-SCC 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. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination. Sourcewell Staples Contract & Commercial LLC DocuSigned by: DocuSigned by: By: E t Vt with Sc6xvf� By: — ,�DAan,lnd, RoTis - COFD2A 139D06489... 4871E6FEB760485.. Jeremy Schwartz Joanne Harris Title: Director of Operations & Title: Chief Commercial Officer Staples Procurement/CPO 3/5/2020 1 5:32 PM CST Date: 3/9/2020 1 9:11 PM CDT Date: Approved: rf''D,,onAcuSignred�bAy':,e I.M�"t� 1�"�^4Ati11 By: 7E42BSF817A64CC.- Chad Coauette Title: Executive Director CEO Date: 3/9/2020 1 9:15 PM CDT 17 Rev.4/2019 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 RFP 121919 - Furniture Solutions with Related Accessories and Services Vendor Details Company Name: Staples Contract&Commercial LLC Does your company conduct business under any other name?If See Staples W-9 for list of company names yes, please state: 500 Staples Drive Address: Framingham, MA 01702 Contact: Don Hasch Email: don.hasch@staples.com Phone: 714-868-4274 HST#: 04-2896127 Submission Details Created On: Monday November 04,2019 11:53:03 Submitted On: Thursday December 19, 2019 15:03:38 Submitted By: Don Hasch Email: don.hasch@staples.com Transaction#: 4f67076b-e1 c2-4be1-9eeb-6fef4ea930fc Submitter's I Address: 75.58.40.70 Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Specifications Table 1: Proposer Identity&Authorized Representatives Line Question Response* Item 1 Proposer Legal Name (and Staples Contract & Commercial LLC (Staples) applicable d/b/a, if any): 2 Proposer Address: 500 Staples Drive, Framingham, MA 01702 3 Proposer website address: www.StaplesAdvantage.com 4 Proposer's Authorized Joanne Harris Representative (name, title, Chief Commercial Officer, Staples address, email address & phone) 500 Staples Drive, Framingham, MA 01702 (The representative must have Email: joanne.harris@staples.com authority to sign the "Proposer's Phone: (508) 253-5000 Assurance of Compliance" on behalf of the Proposer): 5 Proposer's primary contact for this Don Hasch proposal (name, title, address, Senior Manager - SLED Team (State, Local, and Education) email address & phone): 16501 Trojan Way, La Mirada, CA 90638 Email: don.hasch@staples.com Phone: (714) 868-4274 6 Proposer's other contacts for this Karen Volner proposal, if any (name, title, National Bus Dev Director, Furniture - SLED Team (State, Local, and Education) address, email address & phone): 123 Indian Hills Lane, Circle Pines, MN 55014 Email: karen.volner@staples.com Phone: (612) 239-5943 Jeremy Landis AVP Vertical Markets 1945 Old Gallows Rd, Suite 200, Vienna, VA 22182 Email: jeremy.landis@staples.com Phone: (571) 581-3829 Kerry Anne Carter VP/GM Furniture 500 Staples Drive, Framingham, MA 01702 Email: kerryanne.carter@staples.com Phone: (617) 584-2977 Table 2: Company Information and Financial Strength Line Question Response Item Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 7 Provide a brief history of your company, Staples, The Worklife Fulfilment Company, has 33 years of expertise helping including your company's core values, organizations of all sizes be more productive, connected and inspired — however business philosophy, and industry longevity and wherever they work today. With dedicated account teams, category professionals, related to the requested equipment, products innovative brands and a curated assortment for business, Staples provides or services. customized solutions to help organizations achieve their goals. Headquartered near Boston, Staples operates in North America. Staples has been in the business of supporting the day-to-day furniture needs of our customers since 1986. Since that time, Staples has significantly increased its furniture product offerings through strategic business acquisitions. Our furniture solutions division was born out of Staples' acquisition of Corporate Express in 2008. As the pioneer of office solutions, Staples knows work is more than a job. It is a sense of purpose and fulfillment that defines us. As "The Worklife Fulfillment Company", we have programs that fit every size organization, from a one-person office to the Fortune 100 organization, across all industries, including academic institutions, healthcare, state and federal governments. We're here to help with products, services and solutions, combined with our expertise, best-in-class national distribution, customer service, competitive pricing and state-of-the-art e-commerce site. WORKLIFE PRODUCTS & SOLUTIONS Our products, services and technology are thoughtfully designed and sourced for the way you work and live. We'll help you and your teams with Worklife: Productivity — Helping customers and their teams do more. Connectivity — Building better communication and ways of working. Inspiration — Inciting creative thinking through spaces that feel good. YOU CAN COUNT ON US Reliable financial stability allows us to continually evolve to meet the needs of our customers, as a strong stable supplier. Community involvement with 42,000 associates across the U.S. who live and work where your Members do. Eco-responsible business partner to help customers boost everyday sustainability. 8 Provide a detailed description of the products Staples will help Sourcewell participating Members on their journey to create a and services that you are offering in your productive, collaborative environment with inspired workspaces through our products, proposal. technology, people and services. Whether you're moving, expanding, opening a new facility or simply need a new chair, our experts can create a customized solution to help you maximize the effectiveness of your work environment. Here's how our program benefits Sourcewell participating Members: On-site assessment and project management from start to finish Design services to help you develop a workplace that reflects your culture, supports your needs and meets your budget Wide selection of furniture from key suppliers who provide the quality and durability required for public sector organizations Furniture standards programs to help maintain consistency within your organization, leverage price savings and ensure compliance across your locations Full service including delivery and installation of product by factory-certified teams Post-sale service and support to maintain the value of your furniture investment Streamlined procurement platform that supports a single-source, multi-vendor solution to reduce costs and drive order accountability FURNITURE PRODUCTS FOR YOUR EVERYDAY NEEDS We offer a wide selection of furnishings at any budget for any space — lobby, workstations, private offices, meeting spaces, classrooms and more. We also provide custom on-site setup for most locations in the U.S. Our product selection includes: A wide selection of seating, freestanding desk systems, panel systems, file cabinets, carts and conference tables from the top furniture manufacturers such as AllsteelTM, HONO, National, Gunlocke and Global@, Alumni, Diversified Woodcrafts Innovative eco-conscious furniture and office panel systems made with post- consumer recycled materials that are also GREENGUARD or Indoor Advantage certified A broad assortment of ergonomic seating, wrist rests, keyboard trays, etc. Industry-specific solutions (education, federal government, healthcare and more) INTERIOR DESIGN & PROJECT MANAGEMENT TEAMS No matter the size of your project, participating Members may have access to a team of interior experts who create customized plans to maximize your budget. Our furniture solutions teams consist of the following: Project Manager - Serves as the Member's project point of contact; keeps projects on budget and on time; manages projects from initial needs assessment through design phase to delivery, installation and post-sales Interior Designer - Analyzes your space and creates custom drawings and furnishing plans to meet the Member's needs; works with existing architectural plans or performs all design needs from concept; customizes solutions to maximize ergonomics, sustainability, productivity and privacy of your workspaces; ensures compliance with local/national codes and industry standards Customer Support Team - Logistics experts who manage the entire product ordering and delivery process; develop delivery and installation timeline, perform final check of order; work with vendors on fulfillment and delivery of product; track and expedite orders; update client on project status Installation & Delivery Crews - Professional, courteous delivery teams who ensure on-time delivery and accurate setup; can provide delivery to your loading dock Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 or perform custom on-site setup K-12 OFFERING We understand the challenges of the education market: creating a healthy and safe learning environment that supports 21st century teaching styles. Staples has invested in developing relationships with furniture manufacturers to meet your needs. We can offer furniture that is: Educationally correct (e.g., rounded corners, no sharp or exposed edges) Suitable for a healthy learning environment (e.g., indoor air quality certified, made in the U.S. reducing the incidence of contaminated steel) Designed for modern teaching philosophies (e.g., adaptable to learning styles, differentiated instruction) Compatible with technology (e.g., integrate the use of smartboards, tablets and other technology) Consistent with your values (e.g., manufactured by suppliers with a sustainable mission statement) A breadth of product is included to support all various teaching pedagogies in place. We have provided a mix of vendors to address the ever-evolving environment in learning institutions: learning outside the classroom, leveraging the use of public space for casual collaborative touch down spaces, bringing the outside in, outdoor learning furniture, mobile and flexible solutions to all for repurpose and redesign, specialty learning centers and zones. The mix of product offered in our response supports expansion of furniture currently in place in the installed base as well as progressive product solutions to meet tomorrow's needs. K-12 DESIGN From classrooms and specialty rooms to auditoriums and common spaces, our furniture experts work one on one with you to create an environment that encourages learning inside and outside the classroom. Our consultative approach ensures your project goals are captured in the design elements and reflected in the completed project plan. 9 What are your company's expectations in the Our expectation is to build on our already strong and dynamic partnership; to event of an award? continue and to drive tremendous value, efficiencies and savings to existing and future Sourcewell Members. Our hope would be that many more Sourcewell Members will join the existing thousands of participating Members currently enjoying the numerous benefits that our Sourcewell awarded contracts offer. Our goal is to enhance our value in becoming a true sustainable resource for your Members, providing industry intelligence, advice and research collateral to further supplement the products/services we have offered in the past. Our expectation is to continue the trend of exponential sales growth year over year as we have experienced as a contract award holder for the past 15 years. 10 Demonstrate your financial strength and Staples became a private company in 2017 and no longer publicly reports our stability with meaningful data. This could financial information. Staples can provide limited financial information directly to Dr. include such items as financial statements, Chad Coauette, Executive Director & CEO at Sourcewell, once we have a current, SEC filings, credit and bond ratings, letters fully executed Non-Disclosure Agreement in place. If provided, please note that our of credit, and detailed reference letters. financial information would be considered Trade Secret. Upload supporting documents (as applicable) Staples represents that it has the financial resources available to perform its in the document upload section of your obligations under an agreement reached between Staples and Sourcewell response. participating Members. Please see Attachment 1 for Staples' Bank and Trade References. 11 What is your US market share for the Staples' leading financial position allows the company to invest in its business, solutions that you are proposing? expand its products and services, and provide customers with the confidence of working with a strong and stable supplier. While there is no universal consensus as to its size, the commercial furniture market totals more than $14 billion in the United States'. Staples has less than a 10% share of the total market across many categories, and we are continuously analyzing the market through expertise, insight and data to ensure our pricing is current and competitive. 'BIFMA (updated December 2, 2019): The aforementioned market size estimate has been developed by IHS Markit utilizing various government data sources. Please note that the market size value varies by source. Staples' response to question 11 should be considered as "Trade Secret", as defined by Minnesota Statutes 325C.01, Subd. 5. Exempt from public disclosure under applicable law. 12 What is your Canadian market share, if any? Staples has not included Canada in our response to this request for proposal. 13 Has your business ever petitioned for No. Staples Contract & Commercial LLC has never been the subject of a bankruptcy bankruptcy protection? If so, explain in detail. action. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 14 How is your organization best described: is it Staples is best described as a distributor/dealer/re-seller. Staples is authorized to a manufacturer, a distributor/dealer/reseller, or resell all products offered under this proposal by the terms of Vendor Program a service provider? Answer whichever Agreements (VPA) established with each of our suppliers. question (either a) or b) just below) best Staples functions as our own "dealer distribution network" by partnering with key applies to your organization. manufacturers, suppliers and affiliates as an extension to our sales/support service a) If your company is best described as a offering. We are providing letters of authorization from the manufacturers we are distributor/dealer/reseller (or similar entity), proposing under this response. Please see Attachment 2 — Manufacturer Letters of provide your written authorization to act as a Authorization. distributor/dealer/reseller for the manufacturer Staples also intends to utilize certain company affiliates under the Staples, Inc. of the products proposed in this RFP. If umbrella to serve as authorized dealers and distributers under this agreement. Any applicable, is your dealer network sales by such affiliates pursuant to this agreement would be reflected in a written independent or company owned? agreement between such affiliate and Sourcewell participating Member with reference b) If your company is best described as a made to the Staples/Sourcewell contract. manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 15 If applicable, provide a detailed explanation Staples is licensed to do business in all 50 U.S. states, Puerto Rico and U.S. outlining the licenses and certifications that territories. Staples is fully compliant with all applicable federal and state laws and are both required to be held, and actually regulations. Staples also requires that all third-party companies and subcontractors held, by your organization (including third that may be utilized in the provision of the services contemplated under this RFP parties and subcontractors that you use) in hold all required business licenses and certifications required by law. pursuit of the business contemplated by this The following are the functions where Staples may involve subcontractors in the RFP. provision of the products and services contemplated by this RFP: Delivery: We utilize a combination of our own fleet and carefully selected third- party courier providers to supplement our territory reach as needed. We also utilize our supplier partners' fleet and LTL carriers when factory-direct shipments are requested by Members. The Staples team incorporates two-man furniture trucks specifically dedicated for the special delivery/handling needs of furniture items. When applicable, we also access our standard delivery fleet for small items that require standard delivery service. Installation/Repair: At Staples we complete most service work with Staples associates. During peak business conditions, however, we supplement our workforce in order to meet the schedule demands of our customers utilizing our network of over 100 third-party contracted partners. Diversity One Program: Staples also has established strategic alliances with highly respected diverse and small business suppliers who have extensive experience serving the public sector and large institutional customers. We will be happy to share additional information with Sourcewell upon request. 16 Provide all "Suspension or Disbarment" Staples Contract & Commercial LLC has not been debarred, suspended, proposed information that has applied to your for debarment, or declared ineligible for the award of contracts by any federal agency organization during the past ten years. during the past ten years. 17 Within this RFP category there may be Examples of subcategories included in our offering are: subcategories of solutions. List subcategory Accessories, Art & Drafting, A/V Boards, Boards, Bookcases, Cafeteria Furniture & titles that best describe your products and Equipment, Carts & Stands, Chairs, Charging Stations/Power Solutions, Classroom, services. Collaborative Learning Furniture, Commons, Public & Student, Conference Room, Desks, Student, Early Childhood (Toddler/Infant), FACS — Specialty Classroom, Filing Cabinets, Flooring/Educational Carpets, Folding Chairs/Tables, Healthcare Specialty Items, Health/Safety Furniture, Industrial Shelving, Instructor/Teaching Stations, IT Specialty, Library/Media Center, Mailroom, Maker Spaces/Innovation Stations, Modular Casework, Modular Panel Systems, Modular Workstations, Music, Outdoor Furnishings, Office/Administrative Furniture, STEM/Science, Site Furniture, Special Needs Equipment, Soft Seating, Storage, and Tables Please refer to Attachment 3 where we provide a "Product Source Guide" for an overview of our diverse offering. In addition, a "Not to Exceed Service Rate Schedule" is also provided to offer transparent service pricing for budgeting and audit purposes. The chart provides a quick overview of just some of the services we provide. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Table 3: Industry Recognition & Marketplace Success Line Question Response Item 18 Describe any relevant industry awards or Thanks to the collaborative effort of our leadership team and our associates around recognition that your company has received the world, Staples continuously receives awards and accolades for our service and in the past five years corporate responsibility. COMPANY RANKINGS #20 on Forbes America's Largest Private Companies list for 2018 #4 on Modern Distribution Management's Top Jan/San Distributors list for 2018 #2 on Advertising Specialty Institute's Top 40 Promotional Products Distributors list for 2019 #63 on National Retail Federation's Top 100 Retailers list for 2019 ENVIRONMENTAL AWARDS & RECOGNITIONS Awarded U.S. EPA's ENERGY STAR Partner of the Year-Sustained Excellence in 2019 for the 10th year S&P Global Platts Grid Edge Award Finalist 2018 Ranked #13 among retailers on the 2018 Green Power Top Partnership list from the U.S. EPA S&P Global Platts Corporate Social Responsibility Award Winner 2017 Selected as component of the Dow Jones Sustainability Indices in 2017 for the 14th consecutive year Received the 2016 Alliance to Save Energy's Built Environment Star of Energy Efficiency Award for our commitment to reducing energy consumption and improving efficiency in stores DIVERSITY AWARDS & RECOGNITIONS Lesa Rivers, Director of Supplier Diversity, nominated as one of 2014's Top 25 Women in Power Impacting Diversity by DiversityPlus Magazine Named one of the 2018 Best Places to Work for LGBTQ Equality by the Human Rights Campaign for eight consecutive years SUPPLIER AWARDS NJPA (Sourcewell) Legacy Award (2015) HP U.S. Partner to Watch (2017) HP U.S. Supplies Partner of the Year (2017) CBRE Supplier of the Year (2017) 19 What percentage of your sales are to the Staples considers corporate financial information to be proprietary. However, based governmental sector in the past three years on our own mutual sales, we achieved over $16M in governmental furniture under our Sourcewell awarded contracts in 2018. Staples' response to question 19 should be considered as "Trade Secret", as defined by Minnesota Statutes 325C.01, Subd. 5. Exempt from public disclosure under applicable law. 20 What percentage of your sales are to the Staples considers corporate financial information to be proprietary. However, based education sector in the past three years on our own mutual sales, we achieved over $21 M in educational furniture under our Sourcewell contracts in 2018. Staples' response to question 20 should be considered as "Trade Secret", as defined by Minnesota Statutes 325C.01, Subd. 5. Exempt from public disclosure under applicable law. 21 List any state or cooperative purchasing Staples holds the following state and cooperative contracts specifically for furniture: contracts that you hold. What is the annual Commonwealth of Massachusetts sales volume for each of these contracts Sourcewell over the past three years? BuyQ Staples considers corporate financial information to be proprietary. 22 List any GSA contracts that you hold. What Staples has the following GSA contracts: is the annual sales volume for each of these 47QSEA19D008T — Schedule 75: Enhanced SIN for Office Supplies & contracts over the past three years? Services/Office Supplies 4th Generation (OS4) GS-07F-035BA — Schedule 73: Food Service, Hospitality, Cleaning Equipment and Supplies, Chemicals and Services GS-28F-018AA — Schedule 71: Furniture GS-03F-051 GA — Schedule 78: Sports, Promotional, Outdoor, Recreation, Trophies and Signs Staples considers corporate financial information to be proprietary. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Table 4: References/Testimonials Line Item 23. Supply reference information from three customers who are eligible for Sourcewell membership. Entity Name Contact Name Phone Number Highland Park Independent School District Ed Levine (214) 780-3056 Texas A&M — College Station Lea Ann Westmoreland (979) 458-9999 St. Louis Park School District 283 Tom Bravo (952) 928-6004 Staples response to question 23 should be N/A N/A considered as "Trade Secret", as defined by Minnesota Statutes 325C.01, Subd. 5. Exempt from public disclosure under applicable law. Table 5: Top Five Government or Education Customers Line Item 24. Provide a list of your top five government,education, or non-profit customers (entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s),size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type State 1 Scope of Work Size of Transactions Dollar Volume Past Three Province Years Anoka Education Minnesota-MN Supplemental everyday Due to various non- Proprietary Information Hennepin transaction — renovation and new disclosure agreements in Independent construction projects place, we do not disclose School District financial information or specific contract details for our customers. Chicago Education Illinois-IL Supplemental everyday Due to various non- Proprietary Information Public Schools transaction — renovation and new disclosure agreements in construction projects place, we do not disclose financial information or specific contract details for our customers. Highland Park Education Texas-TX Supplemental everyday Due to various non- Proprietary Information Independent transaction — renovation and new disclosure agreements in School District construction projects place, we do not disclose financial information or specific contract details for our customers. Prosper Education Texas-TX Supplemental everyday Due to various non- Proprietary Information Independent transaction — renovation and new disclosure agreements in School District construction projects place, we do not disclose financial information or specific contract details for our customers. City of Government Tennessee-TN Supplemental everyday Due to various non- Proprietary Information Memphis transaction — renovation and new disclosure agreements in construction projects place, we do not disclose financial information or specific contract details for our customers. Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers(full- time equivalents) involved in each sector, whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions. Line Question Response Item Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 25 Sales force. In addition to the more than 1,000 account management and sales associates nationwide, the Staples' national sales organization consists of a dedicated furniture team of experts deployed across the continental U.S. This team of full-time, Staples- employed experts includes: 109 Furniture Account Executives 54 Furniture Account Consultants 48 Furniture Project Managers 71 Interior Designers 38 Project Coordinators 116 Sales Leaders 1 Vertical Market Director 28 Order Administrators 250+ Associates providing delivery/installation functions Staples is committed to providing the best experience for your participating Members by: Offering participating Members enhanced solutions to everyday problems Providing quality end-to-end services including product specification, design (Creative and CAD), project management, delivery assembly and installation through punch list resolution Establishing a consistent voice and experience for your participating Members Dedicated subject matter experts monitor changes in this unique vertical space to include new product introductions, finish applications and generation workplace trends to ensure that participating Members are provided the most up to date product and service solutions available. Training on new products and applications transcend to our internal sales and support personnel via monthly marketing updates Standardizing processes, practices, procedures and metrics Surveying the customer experience, using this feedback to continuously improve customer interactions Please see Attachment 4 for Staples' Sales Office and Showroom Locations. Please also see Attachment 5 for Staples SLED Team Org Chart. 26 Dealer network or other distribution methods. Staples functions as our own "dealer distribution network" by partnering with key manufacturers, suppliers and affiliates that serve as an extension to our sales/support service offering. We rely on best practices, consistent across the county for all locations of Staples. Our intra-network resources ensure maximum quality control. This is in direct contrast to inter-market networks that rely on a mixture of independent dealer/distributors that manufacturers must rely upon to service the contract. Staples also intends to utilize certain company affiliates under the Staples, Inc. umbrella to serve as authorized dealers and distributers under this agreement. Any sales by such affiliates pursuant to this agreement would be reflected in a written agreement between such affiliate and Sourcewell participating Member with reference made to the Staples/Sourcewell contract. Please see Attachment 6 for details about our Supply Chain Model. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 27 Service force. Staples offers the following services: DELIVERY Trained, professional associates Delivery, set in place, trash removal included Deliveries occur during normal working hours and within the defined service area of the servicing market After hours and/or delivery to remote areas are also available; consult your Sales Representative for more details INSTALLATION Installation will follow the guidelines set forth by the participating Member and will be performed by professionally trained personnel familiar with the Member's facilities and local trade jurisdictions Critical dimensions will be field verified Voice/data cable installations will be coordinated Each station will be surface cleaned, vacuumed; all trash will be removed Panels, workstations and files will be leveled Change order requests coordinated through the participating Member or their designated authority Punch lists will be performed on an expedited basis; with most issues resolved within 24 hours or within 24 hours of receipt of parts required SPECIFICATION SERVICES Understanding Members' objectives and goals and then translating them into the appropriate service solution Installation plan provided Installation plans translate specifications to be implemented on the job site Unless otherwise specified, installation drawings will be executed in 1/4" scale using AutoCAD software CLEANING Cleaning method used is a "vacuum recovery" system that reduces drying time and is environmentally friendly Work is typically done after normal working hours Pricing is based on workstation sizes FABRIC PROTECTION Fabric Protection with stain retardant in compliance with state and local EPA and OSHA requirements. This service is also available with any re-upholstery work PANEL RESURFACING Resurface fabric panels in strict adherence manufacturer specifications Pricing is predicated on panel size The cost of fabric, disassembly and reassembly is quoted separately CONTENT BOX MOVES Provide move management service for box/content moves Move items to new location We tag, pack, move and unpack ASSET MANAGEMENT Our Snap-Tracker asset management technology is interactive, with an automated inventory program that tracks and reports on the activity of managed assets Price includes the barcode label and any standard reporting The labor to receive, ship, move and store assets is quoted separately STORAGE We provide warehouse storage space Additionally, we may coordinate furniture storage in the participating Members' facility upon request 28 Describe in detail the process and Our Customer Service is conveniently available Monday through Friday from 8:00 a.m. procedure of your customer service to 5:00 p.m. local time, anywhere in the U.S. Our Customer Service organization program, if applicable. Include your consists of four call centers, located in Englewood, New Jersey; Rochester, New York; response-time capabilities and Aurora, Colorado; and Halifax, Nova Scotia. These call centers employ more than 500 commitments, as well as any incentives that customer service call center associates. help your providers meet your stated Key differentiators that result in higher satisfaction for Sourcewell and its participating service goals or promises. Members include: A One & Done service commitment — Our associates are empowered and trained to resolve most issues upon first contact, without having to transfer Members to another person. On average, we resolve close to 90% of the most common issues upon first contact. A direct connection to a live customer service representative. Proactive notification and alerts if deliveries are expected to be delayed for some reason. A knowledgeable, highly-trained customer service team — With an average tenure of five years with Staples, our associates offer the experienced insight and solutions you expect. Every new call center associate is required to attend an extensive three- week training program that includes customer service skills, procedures, product information and problem resolution. In-house support team — Unlike some suppliers who outsource their call center operations, our customer service call centers are staffed with Staples associates, which results in a more consistent customer service experience for Sourcewell and its participating Members. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 29 Identify any geographic areas of the United Our proposal includes service to all geographic areas in the continental U.S. Staples States or Canada that you will NOT be fully is not including Canada in the scope of our proposal. We currently do not offer serving through the proposed contract. furniture distribution with our full service offering in Hawaii and in U.S. territories. 30 Identify any Sourcewell Member sectors If re-awarded the furniture agreement with Sourcewell, Staples will continue its (i.e., government, education, not-for-profit) established efforts to promote the Sourcewell furniture agreement in compliance with that you will NOT be fully serving through Staples' contractual obligations and the suitability of the Sourcewell furniture agreement the proposed contract. Explain in detail. For for the applicable prospect/customer. example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements or Staples currently does not offer furniture distribution with its full service offering to restrictions that would apply to our Hawaii and U.S. territories. Staples does provide most services to Alaska but shipping Members in Hawaii and Alaska and in US and return lead times do vary from our standard distribution terms. Territories. Table 7: Marketing Plan Line Question Response Item 32 Describe your marketing strategy for Staples' strategy for the national promotion of the Sourcewell Contract consists of four promoting this contract opportunity. fundamental and ongoing approaches that our experience has shown are critical to the Upload representative samples of your contract's success. These approaches are based on leveraging the unique skills and marketing materials (if applicable) in strengths of our business development and account management sales team. the document upload section of your At Staples we have adopted a total team approach to support Sourcewell Members. The response. account management staff is formally paired with Staples' furniture specialists to provide furniture expertise as needed. This ensures that product and service specialists are engaged in projects and opportunities to provide support for the complexity of furniture transactions. Business Development - prospecting and acquisition process o Continue to focus efforts on acquisition of participating Members in the public sector through the Sourcewell contract o Leverage the unique skills and strengths of our mid-market teams for small and medium sized Members and our enterprise teams for larger more complex Members New Account Management - new account implementation and ramp o Implement accounts with specificity, efficiency and speed o Comprehensive program training Existing Account Management - existing account communication and penetration o The development and deployment of program tools to ensure individual entity adoption, compliance, loyalty and satisfaction Ongoing Internal Training and Education o Continue to develop internal training tools that communicate best practices, processes and contractual specifics throughout our salesforce It is our responsibility and our goal to leverage existing communication tools and best practices to successfully support the Sourcewell contract through the acquisition and implementation of new participating Members and the continued service and management of existing accounts. These tools and tactics are further enumerated in our Attachment 7 — Sourcewell Marketing Plan. We have also included representative samples of some of the marketing materials we make available to your participating Members. Actual examples can be provided upon request. The plan: Is a complete lifecycle of internal and external tools that ensures contract promotion through proven best-practices and constant innovation Relies on the committed resources of the entire Staples organization, supported by our senior management team Utilizes a full range of tools and technology including, but not limited to: o Online and in-person training tools and techniques o Leveraging the significant investment Staples has made in sales force automation methods to ensure the consistency of message, availability of materials and visibility into progress throughout the entire sales organization. o Internal instructional website presence for sales education o Public-facing website presence for current and prospective Sourcewell participating Members Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 33 Describe your use of technology and As detailed in Attachment 7, Staples utilizes digital, social, and sales enablement marketing digital data (e.g., social media, materials to support Sourcewell targeted opportunities as well as mass communication to metadata usage) to enhance select customers. marketing effectiveness. Attached is the comprehensive marketing plan that we have developed to support marketing offerings to support Sourcewell Members. Our marketing plan promotes awareness of the Sourcewell Furniture contract to your Members utilizing our marketing technology and ecommerce platform StaplesAdvantage.com STAPLESADVANTAGE.COM/SOURCEWELL MICROSITE A public-facing website that educates prospective and existing customers on the Sourcewell/Staples Contracts: Overall Program Highlights Furniture Contract Highlights Ordering Overview Product and Service Overview Contact Information Messaging from Sourcewell Link to www.StaplesAdvantage.com/Sourcewell for more information 34 In your view, what is Sourcewell's role Our success in driving the Sourcewell contract is directly attributable to the support and in promoting contracts arising out of participation of Sourcewell itself. In continuing to promote the contract, we see significant this RFP? How will you integrate a benefit in this continued support exhibited through: Sourcewell-awarded contract into your The ongoing collaboration between Sourcewell and Staples that allows for the sales process? optimization of identifying, soliciting and acquiring participating Members and contract participants. The regular communication of industry and public procurement conditions that will allow Staples to tailor its acquisition and management efforts to contract prospects accordingly. The identification and creation of opportunities that allow Staples to provide Sourcewell participating Members its entire scope of products and services. While providing an increasingly attractive value proposition for prospective Members and a compelling source of value for participating Members. Assistance in identifying Sourcewell participating Members to provide account of their contract success, these successes would in turn be used to acquire new participating Members to the Sourcewell/Staples contract. The co-development of marketing materials and the mutual identification of marketing opportunities including public events and trade shows. Ongoing availability to meet with Sourcewell, Staples' senior-level leadership and sales management to reinforce the opportunity within the contract and the vital role it plays in Sourcewell's and Staples' mutual ongoing success. 35 Are your products or services Given the highly customized nature of furniture orders, the furniture procurement process available through an e-procurement consists of sourcing directly from the manufacturer. This affords your participating Members' ordering process? If so, describe your maximum choice of options and best purchase value. e-procurement system and how Staples, in limited circumstances and when appropriate, may individually adapt to e- governmental and educational procurement requirements including but not limited to Ariba, Oracle and SciQuest. This customers have used it. integration must be mutually approved and may require additional terms and/or fees. We will continue to pursue and invest in communication linkage to customize data flow at the request of our valued customers as the needs arise. Table 8: Value-Added Attributes Line Question Response Item Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 36 Describe any product, equipment, Staples strives to exceed participating Members' expectations at move-in and have our maintenance, or operator training products continue to support good ergonomic habits over time. To that end, we provide programs that you offer to online instructions for seating and two courses on ergonomics in the office. The fundamental Sourcewell Members. Include course can be taught on-site to participating Members and their associates to explain proper details, such as whether training is principles of office workstation setup and posture. The second, more advanced course, is standard or optional, who provides intended for your ergonomics and safety teams, and other appropriate managers. Structured training, and any costs that apply. to be more interactive, the material covers how to support the ever-changing needs of the workforce. We can also provide "Train the Trainer" sessions to review ergonomic principles and assessment checklists with participating Members' health and safety specialists. This training offers an in-depth review of how to help employees with posture and setup, practices to adjust their workstations, discussion of strategies for corrective action and follow-up. Staples can reinforce the learning by jointly performing assessments in real time for particularly high- risk postures, setups and recommend changes. To create more value at Member events, we have sponsored seminar events and CEU accredited courses. Manufacturer provided training is available for Lunch & Learn sessions. Information webinars are also available to show integrated solutions and industry trends for procurement and facility professionals. Sessions can be customized at the request of your participating Members to address subject matter specific to their needs. Topics range from health and safe environments, transition planning, furniture/design solutions to support flipped classroom/learning styles and other teaching trends, designing for safety, securing LEED/Level One-Level Two certifications to name a few. ENVIRONMENTAL CAMPAIGNS/TRAINING Our team of corporate sustainability experts can provide free strategic consultation and help shape a sustainability program that advances your goals. These experts can: Quantify sustainable accomplishments Implement programs that drive sustainable buying patterns Create a "3 E" program complimenting your initiatives — Ecology, Economy and Education Design sustainability surveys for associates Staples employs NICDQ licensed and LEED certified staff to assist and support green initiatives. Organize additional efforts such as compost programs, tree plantings, energy consults and more The training described above is available and optional based on individual participating Members' needs. A Vendor Directory includes weblinks for all suppliers listed. These supplier websites provide a wealth of product and industry intelligence that be accessed at your participating Members' convenience. Data contained incorporates industry trends, white papers, color/finish trends, health and safety data as well as guidelines for appropriate product selection. 37 Describe any technological Staples has invested heavily in systemic and technical programs to streamline the advances that your proposed procurement process and allow optimum management of project services. Internal system products or services offer. resources including Commercial Furniture Software (CFS), our proprietary furniture operating platform, is fully integrated into our design software, project management, procurement and archival order records. We also use Salesforce.com to review the latest information related to every project in our pipeline. We will continue to pursue and invest in communication linkage to customize data flow at the request of our valued customers. COMMERCIAL FURNITURE SOFTWARE (CFS) Our proprietary operating system, Commercial Furniture Software (CFS), is solely owned and operated by Staples. In addition to the software platform, the developers and system designers are Staples' employees which ensures that the system remains current, relevant and development is ongoing. To leverage the specialized functionality of this furniture software package, all our software ordering platforms feed furniture orders into the CFS system for processing and special handling. Upon completion of the order cycle, the order detail is fed back into the original order source for Accounts Payable processing and billing. This provides unsurpassed capabilities for complete and detailed participating Member usage reporting. CFS provides systematic solutions for all aspects of our furniture business, including CAD design, rental, leasing, loaner/demos, value-add service coordination, inventory control and order management. CFS is totally integrated with our Revit-20/20 and AutoCAD/Cap Studios CAD systems. Design specifications generate a finite bill of materials which is electronically transferred into a quote format. Upon Member order approval, information is electronically transferred to the order processing module. With the flick of a button, a quote becomes an order that generates a supplier purchase order. A number of our supplier partners allow electronic transmission, receipt and acknowledgment of our orders. The electronic transfer of data effectively removes the element of human error. While stringent manual edit processes are in place to monitor the accuracy of our system, the electronic download and transfer of order data has dramatically reduced the incidence of transposition errors formerly experienced with manual processes. Order history is retained to facilitate re-orders and warranty support. This database can also provide and assist with asset inventory documentation for our valued customers. KITS COLLABORATOR Our latest technology investment includes visualization software that allows our designers and project managers to bring space visualization to the field. Please see Attachment 8 for an overview of Kits Mobile. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 38 Describe any "green" initiatives Staples understands the value of sustainability. Not only have we established sustainable that relate to your company or to practices for our organization, we continually strive to offer our customers environmentally your products or services, and preferable solutions. Through strong relationships with our vendor partners, Staples provides include a list of the certifying participating Members with a wide selection of products and services to help achieve your agency for each. sustainability objectives. ENVIRONMENTALLY PREFERABLE FURNITURE Staples has partnered with 75 manufacturers in our response, many of which are leaders in producing environmentally preferable furniture solutions. We've partnered with manufacturers that specialize in eco-responsible furniture designs: Allsteel, Baltix, Ecologic, HON and Humanscale are just a few. Additionally, with certain products, you can earn credits toward Leadership in Energy and Environmental Design (LEED) certification. Staples will work participating Members to identify when environmentally preferable products that meet their needs are available. MANUFACTURER ATTRIBUTES A Vendor Directory with weblinks is provided to offer direct ease of access to the manufacturers listed in our response. Their resource data provides a great deal of focus and content on their specific sustainability mission statements, environmental stewardship and industry certifications in support of environmental issues. Please also see Attachment 9 for Manufacturer Green Certifications. MANUFACTURER PACKAGING Given that many furniture items are custom ordered to meet your specifications, products will often be delivered in the manufacturer packaging. Many of the manufacturers we carry use sustainable packaging options, such as: Again, details are available at each manufacturer's website. Recycled Packaging — Post-consumer recycled content Recyclable — Corrugated cardboard is recyclable everywhere Reusable — Reusable shipping blankets, shipping crates and wooden pallets Non-Toxic — Minimal printing on the boxes with minimal adhesives SERVICE OFFERING Staples is a full-service furniture solution for participating Members. Our internal experts may help maximize their sustainability goals in the workplace from project inception to end-of-life services. Furniture Reuse and Recycling — Staples offers solutions for recycling, decommissioning and donating office furniture. Participating Members can also take advantage of remanufacturing options to refresh existing assets. Our experts may help you determine the best solution to maximize the value of your furniture and sustainably dispose of unwanted assets. LEED Certification — Staples carries thousands of LEED eligible products to help you qualify for certification. Staples can provide participating Members with LEED eligible products and reporting. We provide support for the following LEED credits: o Energy & Atmosphere (EA1) o Materials & Resources (MR2.2, MR4, MR 5, MR6 & MR7) o Indoor Environmental Quality (EQ4.5, EQ8.1 & EQ8.2) o Innovation & Design (ID) o Regional Priority Credits Design for Sustainability — Our Furniture Solutions offering provides Members with qualifying furniture paired with LEED AP Accredited Professionals available for commercial interiors program guidance to maximize LEED credits or just operate a healthier, greener building. Asset Management — We offer an automated, interactive inventory program to help track and manage your furniture assets, as well as services to maintain and extend the life of your products. We clean assets with a vacuum recovery system that reduces dry time and adheres to environmental guidelines. As a partner committed to sustainability, we carry a large assortment of eco-responsible products across all our product categories, provide comprehensive environmental reporting and offer industry-leading recycling and waste reduction programs. Our sustainability experts may design a program tailored to participating Members' goals and our Field Marketing personnel may help promote it to their employees. Our sustainability programs can help participating Members: Procure a high percentage of eco-responsible products that also meet their budget Track green procurement progress and benchmark against peers with our industry- leading environmental reporting Design and install sustainable furnishings that meet LEED and other green building standards and support a healthy, productive workplace Increase employee awareness and acceptance of sustainability programs through educational program offerings that help shift behavior to more sustainable practices STAPLES' INTERNAL SUSTAINABILITY INITIATIVES Staples is also deeply committed to reducing our environmental impacts. In addition to reducing impacts within our operations, we actively collaborate with stakeholders and cross- sector groups to advance industry efforts on topics like sustainable forestry. Recent recognition for our sustainability programs includes: Recipient of ENERGY STAR Partner of the Year and/or Sustained Excellence awards for 9 consecutive years EPA's 2018 and 2017 Sustainable Materials Management Electronics Challenge Gold Tier Award for advancing responsible recycling of electronics Recipient of Leadership Award from the FSC for our work to promote FSC-certified Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 products and raise awareness of the value of FSC certification with our customers Staples previous sustainability awards include: Stars of Energy Efficiency Built Environment award from the Alliance to Save Energy for our commitment to energy reduction and efficiency SupplyChainBrain Supply Chain Innovation Award Worldstar Gold Award for Sustainability from the World Packaging Organization EPA's Safer Choice Partner of the Year award for supporting safer and healthier cleaning products and advancing green chemistry Moving forward, Staples continues to make progress towards lofty environmental change. In 2010, we established goals to reach by the end of 2020. These goals span several areas of our sustainability programs and we track performance against these goals regularly. 39 Identify any third-party issued eco- ENVIRONMENTAL CERTIFICATIONS labels, ratings or certifications that ENERGY STAR@ CERTIFICATION your company has received for the To improve energy efficiency, we began participating in the ENERGY STAR Building equipment or products included in Certification program with the goal of certifying 50% of our active facilities by the end of your Proposal related to energy 2020. At the end of 2018, 51% of our active facilities were ENERGY STAR certified, efficiency or conservation, life-cycle reaching our goal ahead of schedule. Each certified site has increased energy efficiency by design (cradle-to-cradle), or other 20% to 30%. For our efforts, Staples has received the EPA's ENERGY STAR Partner of the green/sustainability factors. Year Award for 9 consecutive years. ENVIRONMENTAL PRODUCT CERTIFICATIONS Staples offers a wide array of eco-conscious products that are third-party certified. We track dozens of leading environmental certifications down to the product level, which we can then report to our customers. These items are easily identified in our catalogs and online. Some examples include: ENERGY STAR and EPEAT qualified technology FSC certified, recycled and alternative fiber-based papers Green Sea ITM, UL EcoLogo, and U.S. EPA Safer Choice certified cleaners AP non-toxic certified writing instruments and art supplies GREENGUARD, Indoor Advantage and LEVEL-certified furniture ENVIRONMENTAL PARTNERSHIPS & AFFILIATIONS Sustainable Purchasing Leadership Council (SPLC) — This non-profit organization supports and recognizes purchasing leadership that accelerates the transition to a prosperous and sustainable future. Staples is a member of this organization as both a supplier and purchaser. U.S. EPA ENERGY STAR for Buildings Partner — Staples joined the ENERGY STAR for Buildings program to advance energy efficiency in our operations. U.S. EPA WasteWise Partner — This voluntary program focuses on helping organizations eliminate waste and increase recycling rates across their operations; Staples joined in 2005. The program has helped us measure and set goals for waste reduction and recycling internally. U.S. EPA Sustainable Materials Management Electronics Challenge Partner — This voluntary program works to increase the number of electronic devices collected and safely recycled in the U.S. Staples was the first retailer to offer a national office technology- recycling program. GreenBlue Sustainable Packaging Coalition (SPC) — This non-profit, multi-stakeholder group is dedicated to a more robust environmental vision for packaging. Through strong member support, an informed and science-based approach, supply chain collaborations and continuous outreach, the SPC endeavors to build packaging systems that encourage economic prosperity and a sustainable flow of materials. GreenBlue Forest Products Working Group — This brings together leading companies that rely on paper, wood and other forest products to share their knowledge and develop innovative solutions to support thriving forests and the forest products industry. Rainforest Alliance Appalachian Woodlands Alliance (AWA) — We have been working with Rainforest Alliance and several other brands as part of the AWA for several years to explore and test new models for advancing responsible forestry practices in the southeastern U.S. Carbon Disclosure Project — We have voluntarily reported our greenhouse gas emissions inventory data to this organization since 2005 as part of our commitment to reducing our global carbon emissions. We also share our emissions data with any commercial and enterprise customer who requests it through the CDP Supply Chain program. EcoVadis — Staples works with EcoVadis, the world's most trusted provider of business sustainability ratings. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 40 Describe any Women or Minority Staples shares Sourcewell and its participating Members' commitment to diversity and offers Business Entity (WMBE), Small your choice of two diversity programs to achieve your diverse and small business supplier Business Entity (SBE), or veteran spending goals. owned business certifications that DIVERSITY ONE PROGRAM your company or hub partners We've formed strategic alliances with highly respected and experienced diverse and small have obtained. Upload business suppliers. Using a rigorous supplier qualification process, our Diversity One program documentation of certification (as connects participating Members with a certified supplier who will collaborate with Staples to applicable) in the document upload provide a fully managed program that meets the quality standards, service and scope section of your response. required. We find successful, independently owned and credible diverse companies and help them grow their businesses, create jobs and expand their offerings. Staples provides our Diversity One suppliers with extensive coaching and mentoring to build capacity within their organizations. Staples has partnered with Neutral Posture, a certified woman-owned business based out of Bryan, Texas. Please see Attachment 10 for their MBE certification. DIVERSITY TWO PROGRAM With this program, participating Members can access a wide selection of high quality, cost- effective products manufactured by diverse and small business suppliers. Participating Members can benefit from: A wide selection of high-quality products easily identified by MBE and WBE symbols Products across every category — business essentials, furniture solutions, facility solutions and technology solutions Detailed reporting and tracking of their diverse product spend Expert, consultative support from their Staples Account Manager, who will identify opportunities to utilize these product groups and report on the Member's progress Please note that Staples reserves the right to implement a pricing upcharge (up to 4%) when setting up a Tier One program for any participating Member. 41 What unique attributes does your As a Staples customer, participating Members expect great delivery, great service and company, your products, or your selection, but it may surprise you to know about some of the other ways we can add value services offer to Sourcewell to your participating Members' furniture programs. Sourcewell participating Members will Members? What makes your continue to benefit from our full-service approach, with the following elements integrated into proposed solutions unique in your a cohesive, cost-reducing procurement program. industry as it applies to Sourcewell • National capabilities that offer consistent service and support to Sourcewell participating members? Members across the U.S. (Intra-Service Network vs. Inter-market Alignment) Proprietary Furniture Operating System that is the standard for all locations nationwide, standard design/CAD software platforms. Documented processes and protocols for order management, project coordination/management ensure optimum quality standards for every participating Member, regardless of location A comprehensive program built around a "lowest total delivered cost" value model, including continuous benchmarking of your entire program against the industry. Diverse product offering to provide solutions for the special needs of the public sector segment. The offering provides varying price points options (good, better, best) to accommodate any budget. Quality benchmarks and certification documentation is required for all manufacturers referenced in our response. We understand the unique and stringent quality standards that are required for public sector environments. We have completed due diligence to review and ensure that all suppliers reflect those standards: Robust Warranty, Indoor Air Quality Certification and Industry Manufacturing and Shipping Certifications, to name a few. Ongoing operational savings driven by our constant investment in the latest procurement and supply chain technologies as well as through partnerships with key manufacturers. Customized programs to help influence end user purchasing behaviors, resulting in greater ordering and process efficiencies. Service that exceeds your participating Members' expectations from a dedicated customer service team, local specialized support to include sales and specification, order management and coordination and dedicated furniture operation specialists (delivery, assembly, installation, punch list resolution and warranty support). Detailed reporting that allows for greater transparency and control of procurement patterns. 42 Identify your ability and willingness Staples is willing to explore providing goods and services to Sourcewell participating to provide your products and Members located outside the U.S. Sales to such locations will be made in accordance with services to Sourcewell member the operational requirements of our non-U.S. businesses, as well as the requirements of agencies in Canada. applicable local law. Please note that expanding the use of this contract into other countries will require addenda to the contract, as Staples uses separate legal entities in its non-U.S. operations. Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Line Question Response Item 43 Do your warranties cover all products, parts, and For products purchased through Staples, all manufacturer warranties are labor? passed on to the Member and upheld. Staples will reasonably assist in coordinating the repair or replacement of the product by the manufacturer. Warranties apply only if products are used in the way they are intended and within manufacturer specifications. Manufacturer warranties vary by brand. Copies/links are included in our response for your review. Exclusions in some warranty language include but are not limited to: Normal wear and tear over the course of ownership Modifications or attachments to the product not approved by the manufacturer Products not installed, used or maintained in accordance with product instructions and warnings Products used for rental purposes Damage caused by the carrier in transit, which is handled under separate terms As a dealer/distributor we will work on behalf of your participating Members to ensure that warranties are upheld and that issues are addressed in an expeditious fashion. RECALL SERVICE If a manufacturer issues a recall, our recall service includes the following: Manufacturer will provide the specialty tools and replacement parts and require the technicians be certified in the specific procedures to correct the problem. Appropriate documentation will be required by the manufacturer that the product has been repaired in accordance with the specified procedures. The product will need appropriate identification that it has been repaired. The service work must be guaranteed by the service provider in accordance with the manufacturer's specifications. WARRANTY ON WORK PERFORMED Staples provides a one (1) year warranty on service and labor. Staples warrants that its performance of work will be free from faulty workmanship. Materials supplied by Staples will be free from defects for the period consistent with the manufacturer's warranty. Any portion of work that fails this warranty will be promptly repaired or replaced by Staples without charge. We provide certified labor and equipment for manufacturer warranty service. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. SUPPLIER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. To the extent permitted by applicable law, Buyer shall indemnify, defend and hold harmless Supplier for any third party claims, suits, judgments and costs instituted or recovered against Staples for any alleged or actual infringement of any patent, copyright, trademark, trade secret or other intellectual property or other rights of a third party resulting from (i) Buyer's breach of Buyer's warranty related to Buyer Property; or (ii) Supplier's use of Buyer Property in accordance with the specifications provided by Buyer. Please refer to the enclosed Attachment 11 — Manufacturers' Warranty Statements. 44 Do your warranties impose usage restrictions or Warranties differ by manufacturer. We encourage participating Members to other limitations that adversely affect coverage? review the terms for each manufacturer as appropriate. A written warranty statement for each manufacturer included in our priced response has been provided. 45 Do your warranties cover the expense of Warranties differ by manufacturer and the terms specific to technician travel technicians' travel time and mileage to perform times is dependent upon many variables. Typically, these costs are reviewed warranty repairs? on a case-by-case basis. 46 Are there any geographic regions of the United Staples serves all of the continental U.S. for service and repair work and States (and Canada, if applicable) for which you most furniture services are available in Alaska. Staples does not have cannot provide a certified technician to perform furniture support services in Hawaii. Service to Canada is not part of our warranty repairs? How will Sourcewell Members in proposal. these regions be provided service for warranty repair? 47 Will you cover warranty service for items made by For products purchased through Staples, all manufacturer warranties are other manufacturers that are part of your proposal, passed on to the Member and upheld. Staples will reasonably assist in or are these warranties issues typically passed on coordinating the repair or replacement of the product by the manufacturer. to the original equipment manufacturer? Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 48 What are your proposed exchange and return Custom or made to order products, or products sourced specifically for the programs and policies? Member are not eligible for return. Upon approval by Staples and the manufacturer involved, inventory product may be returned subject to a restocking fee exclusive of freight and delivery. The returned product must be in new and unused condition and returned in its original carton. Defective products will be replaced or repaired in keeping with manufacturer's warranty statements. Any incidence of freight damage will be applicable to FTC rules/regulations. Given the stringent internal review process that was completed to support the selection of brands included in this response, our personal experience with the selected manufacturers, we can state with full confidence that all manufacturers included in our response are suitable for educational and public sector environments. When applicable, credits for returned items are issued when the returned items are received back at our fulfillment center and subsequently returned to the host supplier. Typically, returns are picked-up within one to five business days and credit is released with 24-48 hours of our receipt of the manufacturer's credit. IMPORTANT NOTES ABOUT ALL RETURNS Neither party shall be liable for any consequential, incidental, special or exemplary damages arising out of or in connection with the sale, delivery, use or performance of the product. In no event shall Staples be liable (whether in contract, tort or otherwise) for damages arising out of or relating to a breach of any warranty or the sales, delivery, installation, use or performance of the product that exceed the purchase price of the product. Notwithstanding anything to the contrary, neither party shall be liable for any consequential, incidental, special or exemplary damages arising out of or in connection with this contract. The sale, delivery, use or performance of the product. In no event shall Staples be liable (whether in contract, tort or otherwise) for damages arising out of or relating to a breach of any warranty or the sales, delivery, installation, use or performance of the product that exceed the purchase price of the product. 49 Describe any service contract options for the items Our "Not to Exceed Service Rate Schedule" clearly outlines costs per service included in your proposal. for effective budgeting and transparency. When appropriate, service listing is listed when best value requires an audit and review of variables in the service offering. Staples is happy to quote on any service for any project on a case-by-case basis. THE RECYCLING NETWORK Staples also offers a donation solution to our customers through our partnership with IRN — The Recycling Network. IRN takes furnishings that can no longer be used or resold and matches it with U.S. and worldwide charities, helping you while helping others. Cut costs — Donation is one of the lowest-cost options for disposing of furnishings that cannot be sold. Social impact — Your surplus helps people in need in both the U.S. and overseas. Environmental footprint — Reuse reduces landfill disposal and conserves resources. Publicity — Reuse will impact both your organization and the world, so share your story. The process to recycle participating Members' old furnishings for reuse is simple and we'll lead them through it from start to finish. We will work to gather initial information and develop an inventory list, work plan and proposal. We'll create a plan that works for each participating Member. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Table 10: Payment Terms and Financing Options Line Question Response* Item 50 What are your payment terms (e.g., net 10, net 30)? Staples' standard payment terms are Net 30 days. Each participating Member will remit all invoice payments, including all taxes on its product purchases to Staples in thirty (30) calendar days from receipt of invoice, unless otherwise agreed to in writing by Staples and Member. In the event a participating Member fails to comply in any material respect with the foregoing payment terms, Staples may, at its sole discretion and in addition to any other right or remedy available under applicable law or in equity, immediately suspend all deliveries to such Member's location(s) by written notice to such participating Member and to Sourcewell. 51 Do you provide leasing or financing options, especially Staples is flexible and provides multiple third-party leasing sources, those options that schools and governmental entities may including National Cooperative Leasing, where applicable. We offer need to use in order to make certain acquisitions? leasing options that can be customized for the purposes and needs of your specific participating Members. Lease options can vary in terms, duration and rates — all dependent on the specific requirements of each project. Our broad range of leasing options are flexible and can be tailored by length, acquisition type and amount of your payments to meet your business' needs. Staples will work with your participating Members to help finalize the option that best suits their needs. 52 Briefly describe your proposed order process. Include Our customer support teams use state-of-the-art order and logistics enough detail to support your ability to report quarterly management software to centralize the many moving parts of sales to Sourcewell as described in the Contract template. participating Member's projects and ensure on-time, accurate delivery For example, indicate whether your dealer network is and setup. We manage every step, including development of the included in your response and whether each dealer (or delivery and installation timeline, order entry, final check of order, some other entity) will process the Sourcewell Members' manufacturer coordination, walk-through/inspection, delivery tracking purchase orders. and expediting of order. Our design software is linked to our quote module that delivers an electronic transmittal of parts and item details. Upon acceptance of a quote, our furniture operating software system converts the quote to an order that generates a supplier purchase order which is then electronically transmitted to our supplier partners. Upon receipt, an EDI acknowledgement is received to identify any deviations or omissions. Upon receipt of a delivery confirmation, a system invoice is generated to the customer (in the same line item sequence). We have found that the electronic transfer of order details has significantly reduced the incidence of human error. Staples functions as our own dealer distribution network partnering with key manufacturers, suppliers and affiliates as an extension to our sales/support service offering. Staples is a single source/multi- vendor provider utilizing best practice processes through a unique intra-Market support network. Direct supplier/manufacturer-awarded agreements rely on an inter-Market service network that relies on multiple dealers to support a nationwide customer base. This results in mixed performance metrics, service levels and scope of services. 53 Do you accept the P-card procurement and payment Yes. Procurement Cards (P-Cards) represented by one of the major process? If so, is there any additional cost to Sourcewell credit cards (Visa, MasterCard, American Express and Discover) Members for using this process? may also be used at the time of purchase. Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Question Response Item Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 54 Describe your pricing model (e.g., line-item discounts or Our response features a list less discount for manufacturers for their product-category discounts). Provide detailed pricing data full line or subdivided by product category or series for best value. (including standard or list pricing and the Sourcewell The offer is tiered to provide discounts by order volume to support discounted price) on all of the items that you want small orders and large project opportunities — the larger the order Sourcewell to consider as part of your RFP response. If volume by brand — the deeper the discount. The matrix schedule applicable, provide a SKU for each item in your proposal. allows for additional savings to participating Members when they can Upload your pricing materials (if applicable) in the document consolidate product purchases within a single brand offering. Our upload section of your response. professional sales staff is ready and available to help advise participating Members for best value without compromising best product solutions. A product source guide is provided to assist end users with scope of product offered by brand to support consolidated spend efforts for best price options. Each manufacturer entry includes a discount schedule, a reference to products supplied per brand (yellow box entries) and the freight terms associated with each supplier. A "Not to Exceed Service Rate Schedule" is provided to eliminate any back- end surprises while providing participating Members a la carte access to the specific services they require per project. Given that our response includes full line manufacturer pricing, as new product offerings are introduced by manufacturers, they become available for purchase under the terms of the brand pricing. Part of the value proposition Staples provides is product specification and support. Extra savings can be realized by effectively consolidating purchases within a brand to realize the maximum discount tier by supplier. Our furniture sales professional will assist your participating Members with product selections for best purchase value. Our ability to advise customers and coach them on the benefits of this pricing format can yield additional savings that evident at first glance. (Copies and/or links to current List Prices for each manufacturer included in our line listing are provided with this response). 55 Quantify the pricing discount represented by the pricing Staples' proposed pricing structure is based on a percentage proposal in this response. For example, if the pricing in discount from list as described in question 54 and illustrated in your response represents a percentage discount from MSRP Attachment 3 - Sourcewell Product Source Guide & Pricing Schedule. or list, state the percentage or percentage range. 56 Describe any quantity or volume discounts or rebate Staples will pay each participating Sourcewell Member an annual programs that you offer. volume rebate of such member's Net Sales pursuant to this agreement (manufacturer direct furniture sales) annually based on an annual period of July 1 through June 30th , to be paid within forty- five (45) calendar days after each annual period ending June 30th, calculated as follows or as otherwise agreed to in writing by Staples and the member ("Volume Rebate"): Net Sales of $0.00 - $75,000.00 = 0% Volume Rebate Net Sales of $75,000.01 - $150,000.00 = 1% Volume Rebate Net Sales of $150,000.01 - $300,000.00 = 2% Volume Rebate Net Sales of $300,000.01 - $500,000.00 = 3% Volume Rebate Net Sales of $500,000.01 - $750,000.00 = 4% Volume Rebate Net Sales of $750,000.01 or more = 5% Volume Rebate The proposed rebate structure will apply to Project Furniture orders and related services only. Please note that Project Furniture orders are defined as orders placed through your Staples representative using a purchase order for manufacturer-sourced product. Rebates will not apply to products ordered via StaplesAdvantage.com or to products with an assigned Staples SKU. Payment of all Volume Rebates paid hereunder is (i) contingent upon the member paying all invoices within the payment terms specified in the contract; and (ii) based on the individual Member's aggregate annual Net Sales and is payable back to dollar one. "Net Sales" - Net Sales will be defined as the gross sales price of the applicable products and services sold under this contract, less taxes, duties, any rebates actually paid, discounts and allowances actually taken, rejections and returns to the extent credit is given or paid and also excluding purchases made via staples.com, or any Staples retail channel. 57 Propose a method of facilitating "sourced" products or Our customers frequently request that we source goods and services related services, which may be referred to as "open market" on their behalf that could be non-stock or custom in nature and are items or "nonstandard options". For example, you may within the scope of our sourcing and distribution capabilities. Staples supply such items "at cost" or "at cost plus a percentage," will also facilitate access to these "Sourced Goods" and services to or you may supply a quote for each such request. Sourcewell and its participating Members. The prices for Sourced Goods shall be established between Staples and the applicable participating Member at the time the order is placed. Sourced Goods may include additional delivery or handling charges that would be the responsibility of the participating Member. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 58 Identify any element of the total cost of acquisition that is Our "Not to Exceed Service Rate Schedule" clearly outlines costs NOT included in the pricing submitted with your response. per service for effective budgeting and transparency. When This includes all additional charges associated with a appropriate, service listing are listed when best value requires an purchase that are not directly identified as freight or audit and review of variables in the service offering. Staples is shipping charges. For example, list costs for items like pre- happy to quote on any service for any project on a case-by-case delivery inspection, installation, set up, mandatory training, or basis. initial inspection. Identify any parties that impose such costs The service chart affords your participating Members to select and their relationship to the Proposer. services on an a la carte basis as needed. Our process and offer guarantees best product purchase price in lieu of any loads for anticipated service needs. 59 If freight, delivery, or shipping is an additional cost to the Staples proposes two delivery terms, which are reflected in its Sourcewell Member, describe in detail the complete freight, pricing proposal: shipping, and delivery program. FOB Factory Freight: Actual freight charges are applied to an order as a separate line charge. Freight quotes are provided upon request. Member must possess a fully functioning dock to request direct factory to destination drop ship service. Discounts apply to factory sourced orders only- pricing does not support online or retail purchases. FOB Destination (Tailgate Dock Delivered): Pricing includes freight. Member must possess a fully functioning dock to request direct factory to destination drop ship service. Discounts apply to factory sourced orders only- pricing does not support online or retail purchases. Staples may, in its discretion, offer to participating Members a mix of FOB Factory Freight and FOB Destination delivery terms for individual items in any given order. Notwithstanding anything to the contrary, freight claims shall be handled by the Member in accordance with applicable law. 60 Specifically describe freight, shipping, and delivery terms or Staples currently does not offer furniture distribution with its full programs available for Alaska, Hawaii, Canada, or any service offering to Hawaii and U.S. territories. Staples does provide offshore delivery. most services to Alaska but shipping and return lead times do vary from our standard distribution terms. 61 Describe any unique distribution and/or delivery methods or Staples schedules furniture deliveries for each purchase order options offered in your proposal. received. For large projects, installation dates and project milestones are determined in advance to accommodate the participating Member's project timeline. Delivery times depend on product availability. If the product is stocked in a Staples' fulfillment center, the product may be delivered within one to seven business days. However, if the product is not available and must be dropped shipped to the customer's location, delivery will be based on the manufacturer's product and shipping availability. Deliveries will be scheduled with the participating Member upon receipt of fulfillment status. We deliver furniture Monday through Friday from 8:00 a.m. to 5:00 p.m. local time. In the event furniture orders require delivery outside of normal business hours such as holidays or weekends, Staples will work with the participating Member to meet their delivery needs. Additional charges may apply. We can also accommodate multi-site deliveries as well as single truck delivery. Our furniture delivery scheduling is included in our project management services. Charges may apply to multi-site deliveries within a single order. Our professional installation team works to ensure furniture is delivered and installed on time and provide customized on-site setup. Table 12: Pricing Offered Line The Pricing Offered in this Proposal is: Comments Item 62 b.the same as the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Table 13: Audit and Administrative Fee Line Question Response* Item 63 Specifically describe any self-audit process or program that you At Staples, we take our national contract obligations seriously. plan to employ to verify compliance with your proposed Contract We have a long history of providing accurate pricing and with Sourcewell. This process includes ensuring that Sourcewell conducting compliance audits with Sourcewell and its Members obtain the proper pricing, that the Vendor reports all sales participating Members. To maintain contract compliance, we under the Contract each quarter, and that the Vendor remits the continually verify our pricing data and hold ourselves proper administrative fee to Sourcewell. accountable to the highest internal pricing standards. As such, we have multiple processes in place to ensure pricing accuracy and consistency. For example, national contract pricing is managed and maintained by a single, knowledgeable and experienced pricing team. This ensures that all pricing is consistent with the contract terms and requirements. We also review pricing on a regular basis, usually bi-weekly and/or monthly, and compare it to the contract pricing requirements. This further guarantees that your participating Members receive pricing that is consistent. Staples may also work with manufacturers to frequently spot- check and audit pricing and discounts that are applied to customer orders. Additional audits and periodic pricing checks may be conducted randomly throughout the term of the contract to add an extra level of protection and audit control as deemed necessary to maintain our pricing integrity. 64 Identify a proposed administrative fee that you will pay to Staples is proposing a 1.5% Administrative Fee that will be Sourcewell for facilitating, managing, and promoting the Sourcewell paid on Net Sales pursuant to this agreement. Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14: Industry Specific Questions Line Question Response Item 65 If you are awarded a contract, provide Some internal metrics used to measure success with the contract include number of examples of internal metrics that will be participating members under the contract, geographic distribution of participating tracked to measure whether you are members, sales and number of orders by participating member and year of year having success with the contract. sales growth. Additionally, success metrics can be mutually established and measured in scheduled business reviews between Staples and Sourcewell. Having serviced Sourcewell participating Members for many years, we know that we need to continually raise the bar in our national contract performance. As a current Sourcewell awarded supplier, we commit to increasing our overall value with the built- in flexibility to accommodate the evolving needs of your participating Members. 66 Describe any industry testing procedures, Staples engages in due diligence to ensure that our vendor offering provides product quality controls and certifications that apply and service solutions appropriate for the public sector: to the products proposed. Clean Indoor air quality certification Robust warranties (10 years to Lifetime) Support for LEED/Level One and Two Sustainability Certification ANSI/BIFMA Certification UL Listing Certification where applicable Fire Code Compliance (Rules and thresholds may vary by location) Made in USA focus Sustainability stewardship documentation from every manufacturer Evidence of R&D investment in support of on-going product development Monitored field performance — reviewed and rated via Annual Performance Reviews Good, Better, Best option in every furniture category Vendor certifications and sustainability mission statements can be found in detail at each manufacturer's website. For your convenience our response includes a Vendor Directory (Attachment 12) that provides direct links to each manufacturer's websites and when available, direct catalog links. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 67 Describe your ability and plan to address The team approach that engages all stakeholders in a project that is provided member needs for collaborative space or specific to K-12 Members is followed for other public sector segments. The roles and open concept solutions and how your title change relative to the segment at hand: Finance, IT/Technology, Building & proposed products factor in to them. Grounds personnel, HR, Health/Safety Management, Strategic Sourcing Executives are critical to ensure that input from all affected furniture selections are involved in the conversation. Staples has become very adept at addressing needs of varying departments to ensure that all needs are included in the planning process. Please see Attachment 13 — Collaborative Design for details. 68 Describe your design resources to develop Staples employs more than 110 Project Managers and Interior Designers, all of whom or enhance culture, change management are highly qualified, credentialed and licensed, as necessary, within the states they and integrated technology needs. support. Our model allows us to build a team that best complements Members' needs and projects. Our interior design process consists of the following stages: Survey & Programming — Establish an understanding of the project scope Inventory — Incorporate existing furnishings into the design Creative Design — Employ best practices and the latest techniques for optimum space efficiency Preliminary Budget — Establish a complete budget for your space, all of which is approved prior to proceeding with the project Space Planning — Provide a layout showing department and individual relationships, furniture and equipment placement Specifications — Prepare detailed specifications to include furniture, fabric and finishes, carpet and flooring and wall and window treatments Finish Schedules — Coordinate the selection of finishes, materials and colors Procurement — Order furnishings from the manufacturers and coordinate delivery Installation Inspection — Plan site inspection to ensure correct installation 69 Describe your ability to evaluate and We will work with participating Members on their journey to create a productive, enhance the utilization or return on collaborative environment with inspired workspaces through our products, technology, investment for design alternatives utilizing people and services. Staples has been supporting the day-to-day furniture needs of your products. our customers for more than 30 years. Through our specialized Furniture Solutions offering, Staples is committed to helping Sourcewell Members achieve competitive prices for all their furniture needs. Taking an expert, consultative approach, we'll develop a program that offers both immediate and year-over-year cost savings. We offer a proven cost-management approach supported by the following components: STRATEGIC CONSULTATION Our account management team members will serve as dedicated business partners, providing expert consultation to continuously lower participating Members' procurement costs. The team will work with each Member to identify product savings opportunities and to drive cost efficiencies to your procurement processes. Through regular Business Reviews, they will measure and track your program spend and identify further cost improvement opportunities. COMPREHENSIVE PROGRAM ANALYSIS & BENCHMARKING Staples' reporting tools make it easy to measure your quarterly and year-over-year cost savings. We will work with participating Members to define key objectives to measure and present this data during quarterly Business Reviews. DEMAND MANAGEMENT Our account management teams will regularly review Member purchase history to identify opportunities where we can offer better value on the products you use most. Our industry-leading buying power and strong supplier relationships give us the flexibility to find the most cost-effective solutions for their needs. COMPLIANCE SAVINGS One of the easiest ways to manage costs is simply to support compliance to the participating Members' furniture program. Prior to program launch and on an ongoing basis, our Field Marketing team will work with Members to conduct communication campaigns to drive greater awareness and acceptance of your Staples program. 70 Describe how your products are integrated Staples carries thousands of LEED eligible products to help you qualify for or factor into a LEED certified facility. certification. Staples can provide participating Members with LEED eligible products and reporting. We provide support for the following LEED credits: Energy & Atmosphere (EA1) Materials & Resources (MR2.2, MR4, MR 5, MR6 & MR7) Indoor Environmental Quality (EQ4.5, EQ8.1 & EQ8.2) Innovation & Design (ID) Regional Priority Credits Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 71 Describe your approach to serving As your current strategic contract awarded supplier, Staples has developed a deep members in state/local Government, understanding of Sourcewell and thousands of your participating Members across the education, non-profit, and how you will majority of the United States. The strength of our structure and organization allows us grow those markets using your products to deliver complex factory-sourced projects from both a local and national perspective and the Sourcewell contract. to Sourcewell Members. Our offering to provide local touch-national reach is unsurpassed in the industry. By choosing Staples, Sourcewell and your participating Members can eliminate the costs and time associated with implementing a program with a new, unproven vendor or maintaining a complex program with multiple vendors for a single product category. BENEFITS OF EXTENDING YOUR NATIONAL FURNITURE PARTNERSHIP WITH STAPLES Staples is not just a furniture supplier, but a partner that has provided a wide array of products as well as value-added services to thousands of Sourcewell participating Members. Our continuous efforts focusing on performance improvement in every facet of our operations will continue to provide a superior procurement experience for your Members. Thanks to our industry-leading purchasing power and wide breadth of value- add services and products, we can offer your participating Members hard and soft cost savings. Some of the advantages we provide Sourcewell's participating Members include: As one of the largest commercial furniture dealers in North America, we provide products and services from both a local and national perspective. Our dedicated staff of professional project coordinators, project managers, interior designers and furniture logistic and wide array of manufacturers enable us to offer diverse product solutions at varying price points and quality grades. Our range of experience provides confidence that we can meet the needs of all segments of your Member base to include education (early childhood, K-12, higher education), state and local government, tribal, non-profit entities, for public good organizations, healthcare and all other public sector customers. A single point of contact for projects of any size versus the use of multiple manufacturers, dealers and contracts Public Sector subject matter experts supported by specialized and dedicated local sales teams understand the unique procurement needs and operational requirements of the public sector. The ability to continually drive down supply and process costs. Trend mapping and research specific to the ever-changing landscape of the education industry to meet and anticipate evolving needs. Enhanced supplier offerings to provide solutions in multiple product categories. Our long-standing relationship is a terrific example of intense collaboration, successful vendor consolidation and innovation, all which serves to drive costs down through strategic partnering. Simply put, we have the resources, infrastructure, products and knowledge already in place, allowing us to extend our relationship with Sourcewell Members and provide them with a seamless implementation and the quickest access to savings. We bring innovative solutions and superior service to build efficiencies in the workplace. We look forward to the opportunity to build upon our existing partnership and continue working together to exceed Sourcewell's and your participating Members' business needs and goals. Table 15: Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Documents Ensure your submission document(s)conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s)are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s)cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1)document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1)document,ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." • Financial Strength and Stability-Attachment 1 -Staples Bank and Trade References.pdf-Thursday December 19, 2019 12:12:18 • Marketing Plan/Samples-Attachment 7-Sourcewell Marketing Plan.pdf-Thursday December 19, 2019 12:12:33_ • WMBE/MBE/SBE or Related Certificates-Attachment 10-Neutral Posture Certificaton WBENC-2019.pdf-Thursday December 19, 2019 12:12:43 • Warranty Information-Attachment 11 -Manufacturer Warranty Statements.zip-Thursday December 19, 2019 12:35:50 • Pricing-Attachment 3-Sourcewell Product Source Guide&Pricing Schedule_121919.xlsx-Thursday December 19, 2019 12:13:02 • Additional Document-Staples Additional Attachments.zip-Thursday December 19, 2019 13:22:48 Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 Proposers Assurance of Comp PROPOSER ASSURANCE OF COMPLIANCE PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the"Proposer"), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals. 4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal. 5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the/products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 8. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or"nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute§13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute§13.37 permits only certain narrowly defined data to be considered a"trade secret," and thus nonpublic data under Minnesota's Data Practices Act. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation. F- By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Joanne Harris, Chief Commercial Officer, Staples, Staples Contract& Commercial LLC The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r- Yes r- No Bid Number: RFP 121919 Vendor Name: Staples Contract&Commercial LLC DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 FURNITURE PROGRAM EXHIBIT This Furniture Program Exhibit ("Program Exhibit") is attached to and made part of the [NAME OF MASTER CONTRACT] dated as of [DATE OF MASTER CONTRACT] ("Master Contract")by and between Staples Contract&Commercial LLC("Seller")and the entity listed as Buyer below ("Buyer"). Supplemental Commercial Terms applicable only to this Program Exhibit (if any)are stated in Attachment 1. Program Terms and Conditions applicable only to this Program Exhibit are stated in Attachment 2. This Program Exhibit will prevail over any conflicting terms and conditions contained in the Master Contract with respect to Products and Services available hereunder. • . 30 Days Start Date: • • - - - • End Date: • •• Daily or Upon Shipment Seller will provide the below discounts from current list prices at time of order for the manufacturers below. Discounts off then-current list price will remain fixed during the Initial Term, provided, however, manufacturer price increases will be passed on to Buyer. Seller agrees to provide Buyer with thirty 30 calendar days' notice of any increases. Seller may negotiate custom pricing for certain manufacturers. Seller offers the delivery options below, subject to Buyer's selection of Catalog furniture products. Seller will endeavor to notify Buyer of any additional charges issued by manufacturers, including without limitation upcharges, surcharges or freight charges. In the event additional charges apply,such charges will be passed on to Buyer and reflected in the overall delivery charge for the applicable product. . • Delivery in a shipping carton to Buyer's loading dock or front door. A scheduled set up time that is convenient for Buyer.Seller will bring Product will not be assembled. Delivery typically in less than ten (10) product in, assemble it, put it in the room of Buyer's choice and business days, but may be longer based on manufacturer lead times. remove the trash. Service fees apply. Custom or made to order Products,or Products sourced specifically for Buyer,are not eligible for return. Upon approval by Seller,stocked inventory Product may be returned subject to a restocking fee exclusive of freight and delivery. Returned Product must be in new and unused condition and returned in its on inal carton within 14 days of receipt. PROJECT Prices for furniture projects will be set forth in Seller's quote on a project-by-project basis. All written quotes for the Products will be governed by the terms and conditions of this Program Exhibit.All charges will be included on the quote for Buyer's approval prior to order entry. The pricing for project Furniture Products will include the development of a layout and one revision to the layout. Any additional revision(s) to the layout will be charged as "Design Services" in accordance with the hourly rate below. If Buyer does not purchase Furniture Products in connection with a project, Buyer will be responsible for all billable hours for services actually incurred. ADDITIONAL Fees for services are determined on an hourly basis unless otherwise stated. Quote for Additional Services will be mutually approved in writing prior to project implementation. Quoted fees are estimates o ly and may be revised to reflect agreed-upon changes to a project. Design Services (when billable) $ perhour Project Manager when billable $ perhour Installation Site Manager $ per hour Installer $ perhour Shift Differential Installation Rate 2 d or 3rd Shift $ per hour Overtime Installation Rate(Monday through Saturday) $ perhour Overtime Installation Rate (Sundays and Holidays) $ perhour Service Technician(furniture repair not under warrant ) $ perhour Warehouse Inventor $ Asset Management $ SIGNATURES: SELLER BUYER Legal Entity: Staples Contract&Commercial LLC Legal Entity: Name: Name: Title: Title: Signed: Signed: CONFIDENTIAL (08/2019) 1 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 ATTACHMENT SUPPLEMENTAL COMMERCIAL TERMS Effective as of: [Note to Drafter: Use the TEMPLATE OF SUPPLEMENTAL PROVISIONS to insert any rebates, incentives, or other non- standard commercial provisions here. These provisions will apply only to this Program Exhibit.] Any additional terms or conditions applicable to this Program Exhibit only are set forth in this Attachment 1. CONFIDENTIAL (08/2019) 2 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 ATTACHMENT 2 PROGRAM TERMS AND CONDITIONS 1.SCOPE; PRICING. Buyer may purchase the furniture products damages, and will note all mutually agreed upon items on an ("Products") and related services ("Services")at the prices set forth installation "Service Report". Upon completion of the inspection, in Seller's written quote or as set forth herein.The purchase price of representatives of Seller and Buyer will sign the Service Report, the Products does not include freight, handling, installation, which will constitute acceptance of Products installed, except as insurance, sales or other taxes, which are invoiced separately. noted in the Service Report.Products accepted may not be returned. Purchases are not eligible for rebates or incentives under any other 7.CHANGE ORDER/CANCELLATION.Any order changes must be program or agreement with Seller unless specifically stated herein. submitted in writing. Seller will use commercially reasonable efforts Seller may reasonably adjust a Product's price if extraordinary to accommodate Buyer's written change order request. All market events require immediate adjustment(e.g., shortages, trade changes/cancellation requests will be evaluated at the time of disputes, natural disasters) and to adjust pricing with the impact of request by Seller and are subject to revised lead times and/or tariffs,customs,or duties imposed.Sellerwill help identify alternative additional charges as applicable. Products to mitigate impact where possible. If Buyer negotiates 8.INVOICING; PAYMENT; DEPOSIT. Seller may invoice Buyer at pricing from manufacturers/suppliers directly, Seller agrees to honor any time following shipment of the Products. For partial shipments, such pricing for the Initial Term, however, Seller may adjust such the initial payment will be due only for Products received. The prices proportionate with any cost increases received. Seller remaining balance for any partial shipment will be due within terms reserves the right not to sell any Product below purchase order cost. following installation of the Products. Buyer acknowledges and 2.DESIGN. Designs, plans, drawings, specifications, and samples agrees that any order of $10,000 or greater may require a 50% (and the contents thereof) provided in connection with the Products deposit prior to order placement or entry. In addition, Seller may are the property of Seller, and may not be used, reproduced or require deposits for orders less than $10,000 but only upon mutual distributed in whole or in part without Seller's written consent. agreement of the amount of the deposit by Seller and Buyer at the 3.SHIPPING. Seller will provide a quote to Buyer with any freight or time the order is finalized. Sales pursuant to this Program Exhibit shipping charges that will be the responsibility of Buyer. Seller will are not eligible for any rebates or incentives offered pursuant to any ship F.O.B Destination or bill third party via the carrier of Buyer's other Program Exhibit unless specifically stated choice if Product is shipped directly to Buyer and Buyer is absorbing 9.LIMITED WARRANTY. Seller warrants that all Products and the charges for transporting the Products. Seller will enter Buyer's installation thereof will conform to specifications as stated in purchase order number in the customer reference field of the carrier manufacturer documentation. Seller will pass through all bill of lading. Unless Buyer specifies shipping instructions in writing, manufacturers' warranties to Buyer (copies of such manufacturer shipment and delivery will be made by Seller's designated carrier, warranties provided upon request). All Products and Services including partial shipments. Title and risk of loss to the Product will offered for sale are subject to the terms and conditions included in pass to Buyer when delivered to Buyer or Buyer's agent,whichever manufacturer documentation. Warranties are subject to change or first occurs. Seller will not be liable for any damage, delay, default, replacement by the manufacturer or distributor, in accordance with loss or expense occurring during or attributable to transportation by their regular business processes. Seller will reasonably assist in any third-party carrier. Seller is not responsible for delays or defaults coordinating repair or replacement of Product by the manufacturer. caused by others or circumstances beyond its control. Warranties apply only if Products are used in the intended manner 4.DELIVERY; INSTALLATION. For Seller delivery or installation: and within manufacture specifications. Seller warrants that Services A. General: Delivery and installation will be during normal business will meet or exceed generally accepted standards in the industry and hours(8:00 AM to 5:00 PM local time Monday through Friday,except will meet any required specifications mutually agreed upon by Seller for Seller-designated holidays). Buyer will pay additional labor costs and Buyer. Notwithstanding anything to the contrary,Seller will have resulting from overtime work performed at Buyer's request. Seller no liability for any damage, defect or loss due to Buyer's movement will designate the personnel to install the Products. Buyer will be or alteration of Products after installation. THESE WARRANTIES responsible for obtaining proper permits for the installation. If ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR applicable regulations require the use of tradesmen at the site other WRITTEN, EXPRESS OR IMPLIED. SELLER DISCLAIMS ALL than Seller-designated personnel, Buyer will pay for any additional WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT costs incurred. If Products must be moved due to progress of other LIMITATION, WARRANTIES OF TITLE, NON-INFRINGMENT, trades, or other reason, the Buyer agrees to pay any moving costs. MERCHANTABILITY OR FITNESS FOR A PARTICULAR B. Site Condition: Buyer will ensure the site is clean and free of PURPOSE. debris prior to installation. Seller will separately invoice Buyer for 10. SECURITY INTEREST. Seller reserves and Buyer grants to removal of existing furniture or equipment at the job site. Buyer, at Seller a purchase money security interest in the Product and in the its expense,will furnish (i)electricity, heat, and elevator service and proceeds thereof to secure any payment due hereunder including (ii)adequate facilities for docking, moving and handling Products. subsequent invoices. Upon request, Buyer will execute financing C. Special Packaging or Handling: Seller will separately invoice statements and other documents reasonably requested by Seller to Buyer for the cost of special packaging or handling if required. protect Seller's security interest. Buyer will maintain the Product in D. Storage Space: Unless Products arrive at the site earlier than good condition; keep the Product free from liens and encumbrances; the date requested, Buyer will provide safe and adequate storage and will not use or permit use of the Product in a manner likely to space at the Buyer's expense. Buyer will be responsible for any cost damage it, nor remove or permit the removal of the Product from the or expense associated with storage space which is inadequate or installation location, nor permit the disassembly of the Product and inconveniently located (e.g. on another floor, requires sorting). will permit inspection by Seller's representative at reasonable times. 5.INSTALLATION DELAYS. If construction delays or other causes Buyer will procure and maintain fire, extended coverage, vandalism not within Buyer's or Seller's control force postponement of an and malicious mischief insurance to the full insurable value of the installation as scheduled, Seller or the Buyer will store the Products Products,with loss payable to Seller as its interest may appear. until installation can be resumed, and the Products will be 11.INSURANCE. Seller will at its expense maintain: (i) commercial considered accepted by the Buyer for purposes of invoicing and general liability insurance with limits of at least$1,000,000 combined payment. Buyer will pay all transfer and storage charges incurred. single limit per occurrence; (ii) if deliveries are to be made by Seller 6.COMPLETION OF INSTALLATION. Within a reasonable time to any Buyer facility, automobile bodily injury and property damage after installation, authorized representatives of Seller and Buyer will liability insurance covering owned, non-owned and hired inspect the Product for conformity with the order and for defects or automobiles, the limits of which will not be less than $1,000,000 CONFIDENTIAL (08/2019) 3 DocuSign Envelope ID:8144D831-5934-4BCA-9943-66290047B4F5 combined single limit per occurrence; (iii) employer's liability subrogation rights against Buyer and Buyer's landlord or property insurance, the limits of which will not be less than $1,000,000-1 (iv) manager, except to the extent loss or damage is caused solely by workers' compensation insurance as prescribed by applicable law; Buyer or Buyer landlord or property manager; (d) provide primary, and (v) umbrella/excess coverage in the amount of$4,000,000 per non-contributory coverage to additional insureds to the extent loss occurrence. With respect to the coverage described in (i), (ii), and or damage results from products or services under the Agreement; (v)above,Sellerwill(a)name Buyer as an additional insured for loss and (e)be insured with insurance companies of recognized standing or damage arising out of Seller's products or services under the rated A VIII or better by A.M. Best. Buyer and Buyer's landlord or Agreement; (b) name Buyer's landlord or property manager as an property manager will receive prior written notice of cancellation in additional insured when deliveries or services are to be made or accordance with the policy provisions. performed by Seller at any Buyer facility; (c) waive insurer's CONFIDENTIAL (08/2019) 4 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. Staples Contract and Commercial LLC 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4J Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes X� No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes XI No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. s ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 '21� �o Apr 25,2022 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.006(a)and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Official site of the City of Fort Worth,Tens CITY COUNCIL AGENDA FoR TWORm Create New From This M&C DATE: 8/4/2020 REFERENCE **M&C 20- LOG NAME: 13COOP STAPLES FURNITURE NO.: 0215 SOURCEWELL AR CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. Authorize Purchase Agreement with Staples Contract&Commercial, LLC in an Annual Amount Up to$1,275,000.00, Using Sourcewell's Cooperative Contract Number 121919 for Office Furniture for All City Departments(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement with Staples Contract& Commercial, LLC, using Sourcewell Cooperative Contract No. 121919, in an annual amount up to $1,275,000.00 for office furniture for all City departments. DISCUSSION: City departments will use this Purchase Agreement to purchase new furniture or replace worn office furniture on an as-needed basis.The Sourcewell Cooperative Agreement with Staples Contract& Commercial, LLC will be used for the purchase of freestanding office furniture, shelving,tables, seating,desks,file cabinets and modular systems.Staff has previously contracted with Staples and are familiar with their services.The City has put in place a process in which any purchase under this contract must be approved by the City Manager's office. COOPERATIVE PURCHASING-State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item.The Sourcewell Cooperative Contract has been competitively bid to increase and simplify the purchasing power of government entities. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting will not be required due to this agreement being a Cooperative Purchasing Agreement.This satisfies the local government requirements. AGREEMENT TERM—Upon City Council's approval,the Agreement will begin on April 10, 2020 and the expiration date will be set to coincide with the expiration date of the Sourcewell contract, February 18, 2024. RENEWAL OPTIONS-The Agreement may be renewed for up to one additional one-year term, in accordance with the terms of the Sourcewell contract at the Vendor's option.This action will not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Staff anticipates that the costs for the renewal year shall remain the same as the first four years. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budgets,as appropriated, in the participating departments'Operating Funds to support approval of the above recommendation and award of the contract. Prior to any expenditure being incurred,the participating departments have the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I ID I Year (Chartfield 2) Submitted for City Manager's Office by_ Dana Burghdoff (8018) Originating Department Head: Reginald Zeno(8517) Additional Information Contact: Cynthia Garcia(8525) Nja Robertson(8585) ATTACHMENTS Form 1295 Certificate Ft.Worth.pdf (CFW Internal) RE [EXTI Staples Furniture.pdf (CFW Internal)