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HomeMy WebLinkAboutContract 62877CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement (“Agreement”) is entered into by and between Facilitech, Inc. dba Business Interiors (“Vendor”), an authorized reseller for Steelcase, Inc., through Sourcewell Contract #091423-STI, and the City of Fort Worth (“City”), a Texas home-rule municipality, individually referred to as “party” and collectively as the “parties”. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: This Cooperative Purchase Agreement; Exhibit A – Link to Price List Discount Structure ; Exhibit B – Cooperative Agency Contract Sourcewell Contract #091423-STI; and 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, and as updated under the underlying cooperative, pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control. City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed One Million Five Hundred Thousand Dollars with No Cents ($ 1,500,000.00) for the initial term, $1,725,000.00 for Renewal 1, $1,983,750.00 for Renewal 2, $2,281,313.00 for Renewal 3, and $2,623,509.00 for Renewal 4. The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. 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 is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expiring on December 04, 2025, with four (4) one-year renewal options by the written mutual agreement of the parties. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 1 of 139 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney’s Office at the same address To VENDOR: FACILITECH, INC. DBA BUSINESS INTERIORS Attn: Mary Arnett 1111 Valley View Lane Irving, Texas, 75061 Email: marnett@businessinteriors.com City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City’s sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 2 of 139 If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 3 of 139 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. CITY OF FORT WORTH: By: ______________________________ Name: Dana Burghdoff Title: Assistant City Manager Date: _________________________ APPROVAL RECOMMENDED: By: ______________________________ Name: Marilyn Marvin Title: Property Management Director By: ______________________________ Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ______________________________ Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Andrea Phillips Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0970 Date Approved: 11/12/2024 1295 Form: 2024-1222888 VENDOR: FACILITECH, INC. DBA BUSINESS INTERIORS By: Name: Mary Arnett Title: CFO Date: ________________________ COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 4 of 139 Steelcase Inc. #091423-STI Pricing for contract 091423- - AMQ - Kick Moooi 616-430-0356 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 5 of 139 - pg. 1 Standard Form PnP071116 PRODUCTS AND PRICING Effective October 1st, 2024 FOR DELIVERIES IN THE UNITED STATES AND CANADA The price for Products purchased under this Agreement shall be those prices shown in the applicable Price List in effect at the time the purchase order is placed, less the minimum discounts on the items listed below. Any Product list-price adjustment shall be effective upon a thirty (30) day written notification given to Sourcewell. The price for Partner Products purchased under this Agreement shall be the current Price List in effect at the time the purchase order is placed, less the minimum discounts on identified Partner Products listed below. Deliveries from Dealer to Sourcewell shall be FOB, Sourcewell States, and FCA, Sourcewell . Exceptions include Alaska, Hawaii, the Northwest Territories, Nunavut and Yukon, where additional freight charges apply and will be quoted upon request. For deliveries in Alaska, a service charge equal to five percent (5%) of list price shall be assessed to Sourcewell for Orders up to $200,000 list price. The service charge for Orders above $200,000 list price shall be negotiated. Remote Location(s) Installation & Service: Any location outside of a 25- location(s) are considered remote. Upon request, the dealer would provide a not to exceed estimate with respects to travel, per diem, lodging and equipment rental, if needed, at the time of project quotation. Member would pay actual invoice of these items, upon verification of the fees. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 6 of 139 pg. 2 Standard Form PnP071116 Steelcase Products Price List / Order Size (in CAD/USD) Discounts off List Drop Ship $1 - $50,000 List $50,001 - $150,000 List $150,001 list and above 462 Leap 59.76% 61.13% 61.13% or more* 466 Reply 56.10% 57.18% 57.18% or more* 475 Player 58.50% 60.50% 60.50% or more* 487 Cachet Seating 53.00% 54.30% 54.30% or more* 490 Move 53.00% 54.30% 54.30% or more* Adjustable Tables - Airtouch 58.50% 62.00% 62.00% or more* Agree Table 50.63% 53.66% 53.66% or more* Akira Tables 48.41% 52.00% 52.00% or more* Alight 54.00% 57.75% 57.75% or more* Amia 56.10% 57.18% 57.18% or more* Answer 61.00% 63.03% 63.03% or more* Answer Beam 61.00% 63.03% 63.03% or more* Answer Fence 61.00% 63.03% 63.03% or more* Answer Freestanding Desking 61.00% 63.03% 63.03% or more* Architectural Modular Power 51.18% 53.56% 53.56% or more* Aspekt Series 45.00% 47.00% 47.00% or more* Avenir 60.00% 62.00% 62.00% or more* B Free - Furniture 46.00% 48.00% 48.00% or more* B Free - Seating 46.00% 48.00% 48.00% or more* Bassline 54.00% 57.75% 57.75% or more* Bivi 54.00% 57.75% 57.75% or more* Bottomline Task Light 49.00% 50.00% 50.00% or more* Brody Lounge Seating 43.00% 45.62% 45.62% or more* Buoy 54.00% 57.75% 57.75% or more* c:scape 46.00%51.23%51.23% or more* Campfire 54.00%57.75%57.75% or more* CF Series Intro 49.64% 51.84% 51.84% or more* Clipper 54.00%57.75%57.75% or more* cobi 52.50% 54.00% 54.00% or more* Convey 46.26%48.77%48.77% or more* Cura Seating 45.00%47.00%47.00% or more* Currency 54.00% 57.00% 57.00% or more* Custom - Desking Wood 37.50%39.02%39.02% or more* Divisio Screens 47.73% 51.23% 51.23% or more* Duo Storage For Answer 58.50%63.25%63.25% or more* Elbrook 55.63%58.53%58.53% or more* Elective Elements 54.88%57.94%57.94% or more* Elective Elements - Parametric 54.88%57.93%57.93% or more* Embold 45.01% 47.00% 47.00% or more* Empath Recliner Seating 45.00%47.00%47.00% or more* Everwall 50.00%51.84%51.84% or more* Flex 47.00%51.95%51.95% or more* Flex Active Frames 47.00%51.95%51.95% or more* Flex Had 47.00% 51.95% 51.95% or more* Flex Mobile Power 48.14%51.22%51.22% or more* Flow 40.00%41.01%41.01% or more* Folio 45.00%47.00%47.00% or more* FrameOne 50.50%53.70%53.70% or more* Gesture 55.00% 56.48% 56.48% or more* Groupwork 54.00%57.00%57.00% or more* High Density Storage 58.50% 63.25% 63.25% or more* COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 7 of 139 pg. 3 Standard Form PnP071116 Hosu Lounge Seating 48.42% 50.00% 50.00% or more* i2i 52.50% 54.00% 54.00% or more* Jacket 54.00% 57.75% 57.75% or more* Jenny 54.00% 57.75% 57.75% or more* Kart Seating 50.00% 52.00% 52.00% or more* Kick 59.00% 62.42% 62.42% or more* Lagunitas 48.42% 50.00% 50.00% or more* LED Linear 49.00% 50.78% 50.78% or more* LED Shelf Light 49.00% 50.00% 50.00% or more* Leela 45.00% 47.00% 47.00% or more* lessthanfive 48.42% 50.00% 50.00% or more* Lite Scale 50.00% 50.62% 50.62% or more* Mackinac 50.50% 55.00% 55.00% or more* Massaud Collection 48.42% 50.00% 50.00% or more* Massaud Conference Collection 48.42% 50.00% 50.00% or more* Max Stacker III 58.00% 60.00% 60.00% or more* media:scape 44.00% 45.00% 45.00% or more* Migration Desk Collection 53.34% 54.61% 54.61% or more* Migration SE Bench 53.34% 54.61% 54.61% or more* Mineral Recliner Seating 45.00% 47.00% 47.00% or more* Mitra Recliner & Sleeper 45.00% 47.00% 47.00% or more* Mitra Series 45.00% 47.00% 47.00% or more* Mobile Overbed Tables 45.00% 47.00% 47.00% or more* Montage 58.50% 62.00% 62.00% or more* Montara650 48.42% 50.00% 50.00% or more* Motif 40.00% 41.01% 41.01% or more* Node 55.17% 58.09% 58.09% or more* Ocular Tables 38.75% 42.07% 42.07% or more* Ocular View 38.75%42.07%42.07% or more* Ology Bench 50.00%51.95%51.95% or more* Ology Desk 50.00%51.95%51.95% or more* Outlook Sequoia 45.00% 47.00% 47.00% or more* Park 45.00%47.00%47.00% or more* Pathways Power & Communication 57.72%61.30%61.30% or more* Pocket 45.00%47.00%47.00% or more* Potrero415 48.42%50.00%50.00% or more* Powerstrip Intro 48.75% 51.22% 51.22% or more* Premium Whiteboard 49.36%52.12%52.12% or more* Privacy 49.00%52.30%52.30% or more* Privacy Walls 50.00%51.00%51.00% or more* Qivi 53.00%54.00%54.00% or more* Qt Pro 51.18% 53.56% 53.56% or more* Radia 40.63%45.12%45.12% or more* Regard 45.00% 47.00% 47.00% or more* Relay Arm 45.00%47.00%47.00% or more* Sans 40.00%41.01%41.01% or more* Sarto Privacy Modesty Screen 48.00% 53.61% 53.61% or more* Scoop Stool 54.00%57.75%57.75% or more* Senza 45.00% 47.00% 47.00% or more* Shortcut 54.00%57.75%57.75% or more* Siento Seating 50.77%53.53%53.53% or more* Sieste Seating 45.00%47.00%47.00% or more* Sieste Sleeper 45.00%47.00%47.00% or more* Sieste Tables 45.00% 47.00% 47.00% or more* SILQ Seating 48.75%52.74%52.74% or more* COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 8 of 139 pg. 4 Standard Form PnP071116 Simple Seating 54.00% 57.75% 57.75% or more* Simple Tables 54.00% 57.75% 57.75% or more* Soffio Screen 46.89% 53.05% 53.05% or more* Sorrel Series 45.00% 47.00% 47.00% or more* Standard Lighting 61.00% 64.50% 64.50% or more* Steelcase Karman 54.38% 56.71% 56.71% or more* Steelcase Series 1 57.47% 59.42% 59.42% or more* Steelcase Series 2 55.00% 56.71% 56.71% or more* Studio B 33.33% 35.90% 35.90% or more* Surround 45.00% 47.00% 47.00% or more* Sync 45.00% 47.00% 47.00% or more* Tava 45.00% 47.00% 47.00% or more* Tenor 52.50% 55.70% 55.70% or more* Think - Task 56.10% 57.18% 57.18% or more* Thread Floor Power System 43.00% 44.00% 44.00% or more* TS Bins & Shelves 60.12% 61.75% 61.75% or more* TS Fixed Pedestals 60.12% 61.75% 61.75% or more* TS Laterals 60.12% 62.38% 62.38% or more* TS Lockers 60.12% 62.38% 62.38% or more* TS Mobile Pedestals 60.12% 61.75% 61.75% or more* TS Tower Too 60.12% 61.75% 61.75% or more* TS Underworksurface Latera 60.12% 61.75% 61.75% or more* TS Worksurfaces 60.12% 61.75% 61.75% or more* Umami 45.00% 47.00% 47.00% or more* Univ Hard Surface Screen 48.00% 53.61% 53.61% or more* Universal Bookcases 59.76% 63.25% 63.25% or more* Universal Combination Cabinets 59.76% 63.25% 63.25% or more* Universal ITC/OTC Bins/Shelves 61.00% 63.03% 63.03% or more* Universal Lateral Files 59.76%63.25%63.25% or more* Universal Lockers 59.76%63.25%63.25% or more* Universal Pedestals 61.00%63.03%63.03% or more* Universal Privacy Screens 48.00% 53.61% 53.61% or more* Universal Storage Accessories 59.76%63.25%63.25% or more* Universal Storage Cabinets 59.76%63.25%63.25% or more* Universal System Worksurfaces 61.00%63.03%63.03% or more* Universal System Worksurface-Wood 58.50%63.25%63.25% or more* Universal Tables 61.00% 63.03% 63.03% or more* Universal Towers 59.76%63.25%63.25% or more* V.I.A.49.37%51.00%51.00% or more* Verb 52.00%55.00%55.00% or more* Verge Stool 45.00%47.00%47.00% or more* Verlay 53.13% 57.31% 57.31% or more* Viccarbe Copa 38.13%40.85%40.85% or more* Victor2 50.00% 51.83% 51.83% or more* Wiesner Hager Nooi 47.50%49.71%49.71% or more* WorkValet 51.88%54.27%54.27% or more* X-Tenz 45.00% 47.00% 47.00% or more* Balance of Coalesse (Other than exceptions below)48.42%50.00%50.00% or more* Balance of Collaborative Surfaces (Other than exceptions below)41.56%44.21%44.21% or more* Balance of Orangebox Pods (Other than exceptions below)42.75% 44.25% 44.25% or more* Balance of Orangebox (Other than exceptions below)42.75%45.00%45.00% or more* COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 9 of 139 pg. 5 Standard Form PnP071116 Balance of Steelcase Health (Other than exceptions below)45.00% 47.00% 47.00% or more* Balance of Viccarbe (Other than exceptions below)38.13% 40.85% 40.85% or more* Balance of West Elm (Other than exceptions below)49.00% 50.50% 50.50% or more* Balance of Wood (Other than exceptions below)50.17% 52.94% 52.94% or more* Balance of Worktools (Other than exceptions below)49.00% 52.30% 52.30% or more* Service Parts - Coalesse 35.00% 35.00% 35.00% Service Parts Steel 35.00% 35.00% 35.00% Service Parts Wood 35.00% 35.00% 35.00% Service Parts - Worktools 35.00% 35.00% 35.00% Partner Products Price List / Order Size (in CAD/USD) Discounts off Partner MSRP Drop Ship $1 - $50,000 Partner MSRP $50,001 - $150,000 Partner MSRP $150,001 Partner MSRP and above Bolia 8.75% 10.98% 10.98% or more* Carl Hansen Seating/Tables 48.42% 50.00% 50.00% or more* Established & Sons 6.25% 8.54% 8.54% or more* Extremis 22.50% 24.39% 24.39% or more* FLOS Lighting 12.50% 14.63% 14.63% or more* Kwickscreen 2.50% 8.54% 8.54% or more* Mattiazzi 43.75% 46.34% 46.34% or more* Moooi 6.88% 9.76% 9.76% or more* Moooi Carpets 6.88% 9.76% 9.76% or more* Tom Dixon 12.50%15.85%15.85% or more* Smith Systems Products Price List / Order Size (in CAD/USD) Discounts off List Drop Ship $1 - $50,000 List $50,001 list and above All Smith System Catalogue Products 35.00%35.00% or more* AMQ Products Price List / Order Size (in CAD/USD) Discounts off List Drop Ship $1 -$50,000 List $50,001 -$150,000 List $150,001 list and above AMQ Catalogue Products 54.75%58.00%58.00% or more* Activ, DT Riser, Iline, Kinex, Amobi, Concur, 3F, Revi, S-Series, Seating, Monitor Arms, Cable Management, Power Boxes 54.75%58.00%58.00% or more* Embank 55.20%58.13%58.13% or more* Tektis 49.83%54.13%54.13% or more* Uptake Lockers 53.13%55.45%55.45% or more* Intro WorkTools 54.76% 57.90% 57.90% or more* West Elm Work 49.00%50.50%50.50% or more* *Mutually agreed upon discount to be arrived at between Member, Dealer, and Steelcase. However, the discount to Member shall be no less than the discount in the preceding tier of that pricing category. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 10 of 139 pg. 6 Standard Form PnP071116 EXCEPTIONS All Price Lists: New Products. Coalesse Price Lists: Arzu, Nanimarquina Collection. OTHER Terms and conditions for the delivery and installation of architectural products will be negotiated on a project-by-project basis. Orders from more than one Price List may be combined for the purpose of defining Order Size (e.g. Steelcase Steel, Steelcase Wood, and Steelcase Worktools.) For Canadian Orders, the list-dollar amounts will be converted into Canadian Dollars (CAD) using the exchange factor of the corresponding Price List, and the discount will be applied to the applicable Steelcase Canada Price List(s). PARTNER PRODUCTS -A general term which includes third party products sold in accordance with this Agreement. Partner Products include: FLOS Lighting, Bolia, Extremis, Moooi, Mattiazzi, Tom Dixon, Established & Sons, Carl Hansen, Kwickscreen. Notwithstanding anything to the contrary, Product list-price adjustments for Partner Products will be made in conjunction with Sourcewell. The product selection evolves over time; availability is confirmed upon request at time of order. Any intellectual property related to Partner Products sold under this Agreement will be owned and retained by the manufacturer of such Products. Orders for Partner Products are not subject to change or cancellation without charge once the Order has been received. Steelcase will pass along any warranty with respect to Partner Products. APPLIED RESEARCH + CONSULTING - Through a team of experienced of consultants, ARC brings deep knowledge to our customers and delivers benefits that typically include alignment of the workspace strategy, business strategy and desired behaviors; validation of how people work and interact with others and their work environment; a co-created, integrated solution that supports the business direction; development of higher performing solutions; and employee and leadership buy-in for the proposed solution. Notwithstanding anything to the contrary, Applied Research + Consulting will not be subject to reporting or administrative fee payment for Contract Sales Activity unless otherwise agreed to in writing by Steelcase on a case-by-case basis. WORKPLACE TOOLS + RESOURCES - Through a combination of asking, observing, and creating experiences to bring a deeper understanding of the explicit, tacit, and latent needs to be uncovered. WT+R can host discovery exercises and collaborative situation workshops with Sourcewell Members that focus on understanding workplace issues of your organization and user needs. They also offer concept reviews of applications that help our customers to visualize the ways Steelcase products can support specific workplace needs in place, posture, and control. Notwithstanding anything to the contrary, Workplace Tools + Resources will not be subject to reporting or administrative fee payment for Contract Sales Activity unless otherwise agreed to in writing by Steelcase on a case-by-case basis. SMITH SYSTEM PRODUCTS - A third- subsidiary company of Steelcase Inc. Notwithstanding anything to the contrary in the Agreement, product list-price adjustments for Smith System Products will be made in conjunction with the price adjustments of Smith System. Any intellectual property related to Smith System Products sold under this Agreement will be owned and retained by Smith System. Steelcase will pass along any warranty with respect to Smith System Products sold under this Agreement. Smith System Products are priced FOB factory and shipped FOB Dock McKinney, Texas 75069. Freight charges for Smith System Product shipments are prepaid and added to the invoice. Any installation charges will be extra. Cancellation or modification of Smith System Product orders must be submitted to the Smith System contact listed below in writing; in some cases, a cancellation fee may be charged if raw materials, work in progress or special products are involved. Smith System Product orders are invoiced on day of shipment. Smith System reserves the right to discontinue products and change product specifications and prices. Smith System Products shall be included sales report and shall be subject to the administrative fee in the same manner as Steelcase Products sold in accordance with this Agreement. Steelcase shall not be responsible for the administrative fee payment for any Smith System Product sales, nor shall Steelcase indemnify Smith System if Smith System should fail to perform its obligations as stated herein. For notice, product and ordering questions at Smith System, please contact CustomerService@smithsystem.com. AMQ PRODUCTS - A third- Steelcase. Any intellectual property related to AMQ Products sold under this Agreement will be owned and retained by AMQ. Steelcase will pass along any warranty with respect to AMQ Products sold under this Agreement. AMQ reserves the right to make changes in design and material, as well as discontinuance of parts and units when such action is deemed to be an improvement in design, function and/or construction. Orders of AMQ Products under $1,500 purchase price will be subject to a COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 11 of 139 pg. 7 Standard Form PnP071116 $100 freight surcharge. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 12 of 139 pg. 8 Standard Form PnP071116 PRODUCTS AND PRICING (continued) DEALER SERVICES AND RATES The rates below are subject to periodic rate increases, subject to prior written notification from Steelcase. Other terms may apply due to specific scope and will be quoted by the Dealer on a case-by-case basis. Rates are ceiling-based rates. SERVICE FEES RATES UNION/PREVAILING WAGE INSTALLATION/REPAIR/DELIVERY Standard Straight Time, per hour* Per Local Rates Time and Half, per hour* Per Local Rates Double Time, per hour* Per Local Rates *Added Terms may apply, minimums, after hours, Sundays, holidays, etc. NON-UNION WAGE INSTALLATION/REPAIR/DELIVERY Standard Straight Time, per hour* $80.00 Time and Half, per hour* $120.00 Double Time, per hour* $160.00 *Added Terms may apply, minimums, after hours, Sundays, holidays, etc. PROJECT MANAGEMENT/COORDINATION & DESIGN SERVICES Project Management/Coordination, per hour $100.00 Field Verifications $90.00 per hour Floor Core locations Inventory of existing product in field Coordination of electrical Design Programming with schematic design Space Planning Occupancy Planning/CAD Drafter Test Fits Accessorizing Architectural Finish Selection Strategic Planning Services $150.00 Reconfiguration of existing product with or without new product $125.00 Furniture Renderings: depending on type requested $150 to $600 each Virtual Reality Simulation Quoted to scope WAREHOUSE & ASSET MANAGEMENT Storage $5 per cubic ft per month Asset Management $90.00 per hour Long Term Asset Management of products (per separate Agreement) Quoted to scopeIns and Outs On-Site Asset Management MOVE MANAGEMENT Decommissioning Services Quoted to scopeMove Management Services COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 13 of 139 pg. 9 Standard Form PnP071116 PRODUCTS AND PRICING (continued) DEALER SERVICES AND RATES (continued) SERVICE FEES RATES MAINTENANCE/REPAIR/REFURBISHING Maintenance* Servicing accessories: locks, chairs, keyboards, monitor arms, etc. *Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $80.00/hr. Std.Straight Time $120.00/hr. Time & Half $160.00/hr. Double-time Maintenance* - Repair, Refinishing, Touch up, trim repainting; laminate trim/edge repairs *Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $80.00-$130.00/hour Std. Straight Time Plus Travel Fabric Cleaning*: seating and panel *Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $35.00 each piece* Plus Travel Seating fabric-guarding* (task, desk, and side chairs) *Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $35.00 per chair* Plus Travel Leather Seating Upholstery Cleaning Quoted to scope MISCELLANEOUS Supplier Personnel travel expenses Disposal/Recycling Quoted to scope Travel expenses will be quoted extra. Additional Services Rates submitted for services are ceiling-based rates which will vary based on pricing variables such as varying site conditions, hours of installation, size of projects, and other factors. These rates are ceiling-based, and therefore we encourage Sourcewell Members to negotiate lower rates for these services on a project-by-project basis with authorized Steelcase Dealers, when more specific project information is known. Union or Prevailing Wage Where applicable, servicing Dealers will abide by union or prevailing wage rates and quote accordingly. -contracted ancillary products. COMs are allowed and may include an associated dealer mark-up and in some cases a freight charge, depending on the COM selected by the Member. COM mark-up will have a 35% ceiling. Additional Charges May Apply For: Orders of an aggregate unit quantity, example of 1 - 10 chairs, desks, files, peds, etc. - CB $300 fee per delivery. Major Metro Markets and any non-ground floor installation: CB 1% - 3.5% of list product value -Major Metro Markets include large population centers and urban environments. Installation in a clinical/medical environment: CB 1% - 3.5% of list product value Special restrictions or limits established by local laws, ordinances, or the directions of the Member, including yet not limited to restrictions on transportations of materials, street access to the job site and/or dock facilities: CB 1% - 3.5% of list product value Installations outside normal service area, which is typically a 25-mile radius of the servicing dealer: CB 2% of list product value. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 14 of 139 pg. 10 Standard Form PnP071116 Local Prevailing Wage and/or Union Labor Rates Any additional charges shall be quoted by the dealer and approved by the Member prior to performance of the work. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 15 of 139 091423-STI Rev. 3/2022 1 Solicitation Number: RFP #091423 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Steelcase Inc., 901 44th Street SE, Grand Rapids, MI 49508 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Furniture Solutions with Related Accessories and Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. EXPIRATION DATE AND EXTENSION. This Contract expires December 4, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 16 of 139 091423-STI Rev. 3/2022 2 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier’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 and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. “Supplier”, when used in connection with a purchase order, shall refer to the Dealer responsible for activities related to fulfilling the purchase order including, but not limited to, specifying, quoting, ordering, delivering, installing, invoicing and collection in accordance with the terms of this Contract. In certain situations, or in locations where no Dealer is available, Supplier may act as the Vendor under this Agreement. “Dealer” means always an authorized dealer of Supplier, who will become bound to the terms and conditions of this Agreement through signing a separate document, solely between Supplier and Dealer, agreeing to the same. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 17 of 139 091423-STI Rev. 3/2022 3 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. Unless otherwise provided herein, when providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, 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 Participating Entity at the time of purchase, excluding applicable sales or use taxes and/or surcharges, which will be captured on the applicable invoice. 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, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities 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. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier 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 Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier 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 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 18 of 139 091423-STI Rev. 3/2022 4 from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. 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 Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier 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 Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development 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); and 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 Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’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. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 19 of 139 091423-STI Rev. 3/2022 5 Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 20 of 139 091423-STI Rev. 3/2022 6 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. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier 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 Participating Entity inquiries; and Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, 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, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: Participating Entity Name (e.g., City of Staples Highway Department); Participating Entity Physical Street Address; COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 21 of 139 091423-STI Rev. 3/2022 7 Participating Entity City; Participating Entity State/Province; Participating Entity Zip/Postal Code; Sourcewell Assigned Entity/Participating Entity Number; Item Purchased Description; Item Purchased Price; Sourcewell Administrative Fee Applied; and Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment and Products provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment and Products purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier 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. Any such audit will include transactions which have occurred within two (2) years of the agreed upon audit date. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier 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 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 22 of 139 091423-STI Rev. 3/2022 8 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. 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, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier 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. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 23 of 139 091423-STI Rev. 3/2022 9 12. GOVERNMENT DATA PRACTICES Supplier 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, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. 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, COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 24 of 139 091423-STI Rev. 3/2022 10 informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. 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. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. 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 Supplier 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 Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 25 of 139 091423-STI Rev. 3/2022 11 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the 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. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier 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. Supplier 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), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 26 of 139 091423-STI Rev. 3/2022 12 contractual liability, blanket 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 liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier 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), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier 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 Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier 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 Supplier’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 per occurrence $2,000,000 annual aggregate COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 27 of 139 091423-STI Rev. 3/2022 13 Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier 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 Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier 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 or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. 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. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 28 of 139 091423-STI Rev. 3/2022 14 B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier 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 Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier 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 the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities 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. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’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- COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 29 of 139 091423-STI Rev. 3/2022 15 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. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 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. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR 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 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 30 of 139 091423-STI Rev. 3/2022 16 Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier 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). Supplier 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 ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier 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). Suppliers must file any required certifications. Suppliers 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 members 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. Suppliers 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. Suppliers 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, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 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. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 31 of 139 091423-STI Rev. 3/2022 17 I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier 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, Supplier will work with Participating Entities on a case-by-case basis to determine if it can comply with Buy American provisions. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’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 Supplier’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 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. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 32 of 139 091423-STI Rev. 3/2022 18 P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 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 Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Steelcase Inc. By: __________________________ By: __________________________ Jeremy Schwartz Megan Maguire Title: Chief Procurement Officer Title: Pricing and Contracts Manager Date: ________________________ Date: ________________________ COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 33 of 139 091423-STI Rev. 3/2022 19 Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________ COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 34 of 139 091423-STI Rev. 3/2022 20 ADDITIONAL DEFINITIONS For the purpose of this Agreement, the following definitions are agreed upon and may be used in both the singular and the plural without affecting their significance. Designated Location– The physical delivery location as specified on Participating Entities’ purchase order and acknowledged by Dealer. Drop Ship – Pursuant to FCA (Incoterms®2010) and FOB (Uniform Commercial Code), freight is prepaid and pricing for Products includes delivery from the applicable Steelcase factory to the receiving dock of Participating’s Designated Location. For drop shipments, it will be Participating Entities’ responsibility to inspect the Products upon delivery and report claims to Dealer within a reasonable time frame to ensure that proper claims procedures are followed in the event of damage. EDI (Electronic Data Interchange) – A computer-to-computer transfer of business documents used for the transmission of purchasing documents such as purchase orders, modifications, and invoices. Large Order – One quantity of Products to be shipped at one time to one location with a minimum list price value of: Steelcase Products (other than exceptions below) .................................... USD 500,000 or equivalent Coalesse .................................................................................................... USD 75,000 or equivalent Turnstone, Steelcase Health ..................................................................... USD 150,000 or equivalent List Price – The price set forth in Steelcase’s published Price List. Negotiate – Mutually agreed upon price to be arrived at between Participating Entities, Dealer, and Steelcase. New Products – Products are considered new for a period of two years from the date on which they are first shipped in a particular market. Order Size – One quantity of Product to be shipped at one time to one location. Port of Embarkation – The port from which a vessel (ship or airplane) departs upon the start of a voyage when Product is exported. Price List – A general term which covers a variety of specific naming conventions such as Specification Guides, Price Guides, Price and Product Manuals, Catalogs, and Electronic Catalogs (ECAT’s). Special Products – Products that are not available as such in Steelcase’s standard Price Lists and require variations in design, i.e., dimensions, features, function, colors and/or other type of finishes, in order to meet customer specific requests. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 35 of 139 091423-STI Rev. 3/2022 21 PARTICIPATING DEALERS LIST OF PARTICIPATING STEELCASE DEALERS Participating Dealers as of the date of this Agreement are listed below. Additions to and/or deletions from this list may be requested at any time by Sourcewell. The most current listing of authorized Steelcase dealers can be consulted at WWW.STEELCASE.COM. Sourcewell may add or delete an authorized dealer to participate in this Agreement at its discretion. In such event, Sourcewell shall provide a written notification to Steelcase. In the event that Sourcewell desires to add an authorized dealer, Steelcase will secure such authorized dealer’s written acceptance of the terms of the Agreement. In the event of a deletion, such deletion will become effective thirty (30) days from receipt of Sourcewell’s written notification. Changes to this Exhibit [ ] need not be incorporated into a written amendment to the Agreement. UNITED STATES: CANADA: COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 36 of 139 091423-STI Rev. 3/2022 22 ORDERS - PROCEDURE; CANCELLATION AND CHANGES A. Procedure Participating shall initiate orders by sending to Dealer a written or electronically transmitted (EDI) purchase order (“Order”) containing the minimum required information listed below: Participating’s Order reference number. Designation of Products (e.g., style number) and/or services covered by the Order. Designation of surface materials. Quantity ordered. Price. Requested delivery date. “Ship to” address including contact name, dock information, etc. Billing address for invoices. Any special shipping or handling requirements. Dealer and Steelcase will use their best efforts to comply with delivery dates requested by Participating on Orders. For Large Orders, Steelcase recommends that Participating provide as much notice as possible to Dealer in advance of the Order to reserve manufacturing capacity. Dealer shall acknowledge receipt of each Order to Participating, noting the acknowledged Steelcase ship from factory and scheduled local delivery dates. B. Cancellation and Changes Participating shall have the right to change or cancel any Order by delivering written notice to Dealer. Except as otherwise provided herein, any such change or cancellation shall be without charge prior to commencement of production of such Order. If production has begun (including the ordering of parts and materials), a charge may be applied up to the full invoice amount of the Order. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 37 of 139 091423-STI Rev. 3/2022 23 DELIVERY AND INSTALLATION PROVISIONS Whenever delivery and/or installation is performed by Dealer, the following general provisions shall apply: A. Labor Charges Installation will be performed by an authorized Steelcase dealer and is based on delivery during normal working hours within the authorized Steelcase dealer’s standard service area, utilizing non-union labor. Additional labor charges may result from the following, and shall be confirmed to Participating Entities in advance: Work performed outside of the normal working hours at Participating Entities’ request. Delivery and Installation outside the standard service area, which is typically outside of a 25-mile radius from a servicing dealer. Use of union labor due to trade regulations. Installation of, or work in connection with, furniture lighting, HVAC, cabling, wiring, prewired panels, power hook-up and various electrical work. Work disruptions due to other trades, unions or subcontractors. B. Special Markings, Packaging or Handling If special markings, packaging or handling is requested by Participating Entities, it may be subject to additional charges. C. Condition of Job Site The job site shall be clean and free of debris prior to installation. Adequate facilities for offloading, staging, moving, and handling of Products shall be provided without charge by Participating Entities. D. Job Site Service Electric current, heat, hoisting and/or elevator service, and containers for the disposal of packing materials will be furnished without charge by Participating Entities. E. Storage In the event that physical delivery and/or installation are delayed at Participating Entities’s Designated Location due to causes outside the control of Dealer or Steelcase, the Products will be stored at Participating Entities’s expense. All charges related to the delay (e.g., storage costs, labor for loading and unloading) will be confirmed to Participating Entities by Dealer at the time of the delay. Invoices for Products placed into storage will be sent by Dealer to Participating Entities to be paid as if the Products had been delivered as scheduled. After the Products arrive at the designated site, safe and adequate storage space will be provided by Participating Entities if immediate installation cannot be accomplished. If the space provided is inadequate, requiring excessive sorting or movement, a charge may be applied based upon agreement between Participating Entities and Dealer. F. Assembly Dealer's ability to assemble Products shipped knocked down or to attach, affix, or bolt in place movable Products is sometimes dependent on union jurisdictional agreements. If trade regulations in force at the time of installation require the use of union tradesmen or tradesmen other than Dealer’s own installation personnel at the site, all resulting additional charges (e.g., the differential between union's or other tradesmen’s hourly rate and the non-union hourly rate of Dealer’s personnel) will be paid by Participating Entities. G. Damage Pursuant to the applicable Incoterm, any loss or damage to the Products by weather, other trades (such as painting or plastering), fire, or other elements shall be the responsibility of Participating Entities after the Products are delivered by Dealer; and Participating Entities agrees to hold Dealer harmless from loss for such reason. Notwithstanding the foregoing, however, any loss or damage to the Products caused by Dealer, its employees or subcontractors during installation shall be the responsibility of Dealer. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 38 of 139 091423-STI Rev. 3/2022 24 H. Insurance During the term of this Agreement, Dealer and Steelcase will each maintain all applicable insurance coverage consistent with local insurance requirements and local practices, adequate to meet their liabilities under the Agreement; and Dealer’s insurance shall be primary. Insurance certificates are available from Dealer or Steelcase upon request. Fire, tornado, flood, earthquake, windstorm, and other all risks insurance coverage and other applicable insurance at the site will be the responsibility of Participating Entities (including any deductibles thereunder). COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 39 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 40 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 41 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 42 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 43 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 44 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 45 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 46 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 47 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 48 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 49 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 50 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 51 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 52 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 53 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 54 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 55 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 56 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 57 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 58 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 59 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 60 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 61 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 62 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 63 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 64 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 65 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 66 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 67 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 68 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 69 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 70 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 71 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 72 of 139 We also offer the following additional services to our clients: • eBusiness solutions: a web- based solution to help your organization save time, manage costs and simplify furniture purchases. • Applied Research & Consulting: a consulting practice that helps clients define and leverage their work experience strategy. • Global Research Team: Steelcase has the largest in- house research bench in the industry. We have a multidisciplinary team of 18 researchers worldwide with expertise in design, strategy, technology and social sciences. We regularly publish our findings and integrate our findings into product and design solutions. • Codesign & Custom Solutions: Through an iterative, participatory approach, we collaborate with our customers to discover, prototype and manufacture applications and products that reflect their vision, brand and values. • After-Install Support: We are there for you, even after product installation. We have a variety of tools and support to help users through the pre-move, move and post-move process. • Ergonomic Training: Steelcase and our authorized dealers offer ergonomic training sessions and programs through our dedicated, company ergonomist who will ensure employees maximize comfort and productivity. For more information about all these solutions and services, please refer to our attached Additional Document. * 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. 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. Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 73 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 74 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 75 of 139 Bid Number: RFP 091423 Vendor Name: Steelcase Inc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 76 of 139 SOURCEWELL STATE OF MINNESOTA Member ____________ moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES 6/20/2023 Resolution No. 2023_14 WHEREAS, Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation,for the categories listed on Appendix A, which is attached and incorporated. WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member ______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 77 of 139 APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS June 2023 None Requesting Board permission to Re Solicit the following categories: NEW CONTRACTS Supplier Name Contract Number Solicitation Title Berven Industries dba New Deal Deicing 031423 NDD "Salt, Brine, and Anti Icing or De Icing Agents and Brine Production and Storage Systems" Brine Masters 031423 BRM "Salt, Brine, and Anti Icing or De Icing Agents and Brine Production and Storage Systems" Cargill 031423 CGI "Salt, Brine, and Anti Icing or De Icing Agents and Brine Production and Storage Systems" Enduraplas 031423 EDP "Salt, Brine, and Anti Icing or De Icing Agents and Brine Production and Storage Systems" Henderson Products 031423 HPI "Salt, Brine, and Anti Icing or De Icing Agents and Brine Production and Storage Systems" VariTech Industries 031423 VAR "Salt, Brine, and Anti Icing or De Icing Agents and Brine Production and Storage Systems" Clear Touch Interactive 030223 CLT "Scoreboards, Digital Displays, and Video Boards with Related Services" Daktronics 030223 DAK "Scoreboards, Digital Displays, and Video Boards with Related Services" Nevco Sports 030223 NVC "Scoreboards, Digital Displays, and Video Boards with Related Services" Presidio Networked Solutions 030223 PSO "Scoreboards, Digital Displays, and Video Boards with Related Services" Watchfire Signs 030223 WCH "Scoreboards, Digital Displays, and Video Boards with Related Services" Arthur J. Gallagher & Co. 031623 GLG "Employee Financial Wellness Programming and Related Employer Sponsored Financial Solutions" BMG Money 031623 BMG "Employee Financial Wellness Programming and Related Employer Sponsored Financial Solutions" BrightPlan 031623 BRP "Employee Financial Wellness Programming and Related Employer Sponsored Financial Solutions" Summer PBC 031623 SMR "Employee Financial Wellness Programming and Related Employer Sponsored Financial Solutions" WEX Health 031623 WXH "Employee Financial Wellness Programming and Related Employer Sponsored Financial Solutions" CONTRACT EXTENSIONS Supplier Name Contract Number Solicitation Title Grove US/Manitowoc 032119 GUS "Heavy Construction Equipment with Related Accessories, Attachments and Supplies" Bentley Mills 080819 BPS "Flooring Materials with Related Supplies and Services" Interface Americas 080819 IFA "Flooring Materials with Related Supplies and Services" Mannington Commercial 080819 MMI "Flooring Materials with Related Supplies and Services" Mohawk Carpet Distribution 080819 MCD "Flooring Materials with Related Supplies and Services" Tarkett USA 080819 TFU "Flooring Materials with Related Supplies and Services" Deere & Company 110719 JDC "Ag Tractors with Related Attachments, Accessories and Supplies" NEW IDIQ CONTRACTS Company Name Contract Number State Region Type of Work IDIQ Contract Extensions Company Name Contract Number National Roofing Company, Inc. NM R2 R 040622 NRC National Roofing Company, Inc. NM R5 R 040622 NRC Ag Tractors with Related Attachments, Accessories, and Supplies Furniture Solutions with Related Accessories and Services Requesting Board permission to Solicit the following categories: Paint with Related Supplies, Equipment, and Services COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 78 of 139 BOARD ITEMS June 2023 Furniture Solutions with Related Accessories and Services APPENDIX A Continued National Roofing Company, Inc. NM R1 R 060222 NRC Consolidated Builders of NM NM R5 GC 060222 COB DKG & Associates, Inc. NM R1 R 060222 DKG Consolidated Builders of NM NM R2 GC 060222 COB Consolidated Builders of NM NM R4 GC 060222 COB CORE Construction Services of Texas, Inc. NM R5 GC 060222 CCT Consolidated Builders of NM NM R3 GC 060222 COB CORE Construction Services of Texas, Inc. NM R1 GC 060222 CCT CORE Construction Services of Texas, Inc. NM R2 GC 060222 CCT Dallago Corporation NM R1 HVAC 060222 DCO DKG & Associates, Inc. NM R4 R 060222 DKG DKG & Associates, Inc. NM R5 R 060222 DKG Consolidated Builders of NM NM R1 GC 060222 COB Dallago Corporation NM R1 P 060222 DCO DKG & Associates, Inc. NM R2 R 060222 DKG WWRC, Inc. NM R2 P 060222 WRI WWRC, Inc. NM R2 R 060222 WRI Ross Wes Electrical Services NM R1 E 060222 RWE Mans Construction Company NM R4 R 060222 MCO National Construction Inc NM R4 GC 060222 NCI Mans Construction Company NM R5 E 060222 MCO Junior Builders NM R3 GC 060222 JUB Junior Builders NM R3 P 060222 JUB GM Builders, Inc. NM R2 GC 060222 GMB Mans Construction Company NM R4 E 060222 MCO Mans Construction Company NM R5 R 060222 MCO Ross Wes Electrical Services NM R2 E 060222 RWE White Sands Construction, Inc NM R5 GC 060222 WSC WWRC, Inc. NM R2 HVAC 060222 WRI Jim Sena Construction Co., Inc. NM R4 R 060222 JSC Ross Wes Electrical Services NM R5 E 060222 RWE Jim Sena Construction Co., Inc. NM R3 GC 060222 JSC GM Builders, Inc. NM R2 R 060222 GMB GM Builders, Inc. NM R3 R 060222 GMB Jim Sena Construction Co., Inc. NM R3 R 060222 JSC WWRC, Inc. NM R3 R 060222 WRI WWRC, Inc. NM R4 GC 060222 WRI WWRC, Inc. NM R2 GC 060222 WRI Mans Construction Company NM R2 E 060222 MCO HB Construction, Inc. NM R5 GC 060222 HCO Jim Sena Construction Co., Inc. NM R4 GC 060222 JSC WWRC, Inc. NM R3 P 060222 WRI WWRC, Inc. NM R4 P 060222 WRI Mans Construction Company NM R1 E 060222 MCO Junior Builders NM R4 GC 060222 JUB Junior Builders NM R4 P 060222 JUB Smith Roofing, Inc. NM R5 R 060222 SMR WWRC, Inc. NM R4 R 060222 WRI GM Builders, Inc. NM R1 R 060222 GMB HB Construction, Inc. NM R1 GC 060222 HCO WWRC, Inc. NM R3 HVAC 060222 WRI GM Builders, Inc. NM R1 GC 060222 GMB Mans Construction Company NM R1 GC 060222 MCO GM Builders, Inc. NM R5 R 060222 GMB GM Builders, Inc. NM R4 R 060222 GMB HB Construction, Inc. NM R2 GC 060222 HCO GM Builders, Inc. NM R5 GC 060222 GMB Mans Construction Company NM R3 E 060222 MCO WWRC, Inc. NM R4 HVAC 060222 WRI COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 79 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 80 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 81 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 82 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 83 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 84 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 85 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 86 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 87 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 88 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 89 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 90 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 91 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 92 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 93 of 139 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 94 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 1 RFP #091423 REQUEST FOR PROPOSALS for Furniture Solutions with Related Accessories and Services Proposal Due Date: September 14, 2023, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Furniture Solutions with Related Accessories and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 14, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. SOLICITATION SCHEDULE Public Notice of RFP Published: July 27, 2023 Pre-proposal Conference: August 18, 2023, 10:00 a.m., Central Time Question Submission Deadline: September 6, 2023, 4:30 p.m., Central Time Proposal Due Date: September 14, 2023, 4:30 p.m., Central Time Late responses will not be considered. Opening: September 14, 2023, 4:30 p.m., Central Time See RFP Section V.G. “Opening” COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 95 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 2 I. ABOUT SOURCEWELL A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: Federal and state government entities 1; Cities, towns, and counties/parishes; Education service cooperatives; K-12 and higher education entities; Tribal government entities; Some nonprofit entities; and Other public entities. In Canada, Sourcewell’s contracts are available for use by: Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; Indigenous self-governing bodies; Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service 1 Pursuant to HAR §3-128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 96 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 3 entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; and Members of the Canoe procurement group of Canada, and their partner associations: Canoe members are regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities in Alberta and across Canada, as well as any corporation or entity owned or controlled by one or more of the preceding entities – as well as partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, North West Territories Association of Communities, CivicInfo BC, and their members. For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 97 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Furniture Solutions with Related Accessories and Services for spaces such as: office, remote office, conference, reception, lounge, commons, collaboration, education, public spaces, multi-purpose, e-sports, command centers, food service or dining areas, and residence halls. Comprehensive solutions are sought for furniture types to include but not be limited to: a. Desks and workstations; i. Stationary, sit-to-stand, control and dispatch consoles, charging stations; b. Chairs; c. Tables; d. Modular and demountable walls; e. Cubicles; f. Seating; i. Benches, fixed stools, ottomans, integrated power systems; g. Patio or outdoor; h. Casegoods; i. Residential hall furnishings; j. Related services including rental, design, space planning, installation, assembly, safety inspection, repair, renovation, refurbishment, re-manufacture, retrofit or recycling services to the offering above; and; k. Proposers may also include related storage and technology integrated furniture solutions, ergonomic solutions and accessories, workspace systems and accessories to the extent that the offering is ancillary or complementary to an offering of Furniture Solutions as described in Section II. B. 1. a.-j. above. A Proposer may elect to offer a materials-only solution, a turn-key solution, or an alternative solution. Generally, a turn-key solution is most desirable to Sourcewell and its Members, however, it is not mandatory or required. 2. The primary focus of this solicitation is on Furniture Solutions with Related Accessories and Services. This solicitation should NOT be construed to include services-only solutions. 3. This solicitation does not include those equipment, products, or services covered under categories included in pending or planned Sourcewell solicitations, or in contracts currently maintained by Sourcewell, identified below: a. Technology Catalog Solutions (RFP #081419); COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 98 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 5 b. Industrial and Workplace Storage Systems with Related Accessories (RFP #010920); c. STEM Curriculum Solutions and Equipment with Related Accessories, Supplies, and Services (RFP #040121); d. Laboratory and Science Equipment, Supplies, and Related Technology and Services (RFP #020723); e. Flooring Materials, with Related Supplies and Services (RFP #061323); and f. Event Seating and Staging Solutions with Related Accessories and Services (RFP #081523). Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 99 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 6 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. PROSPECTIVE CONTRACT TERM The term of any resulting contract(s) awarded by Sourcewell under this solicitation will be four years. Sourcewell and supplier may agree to up to three additional one-year extensions based on the best interests of Sourcewell and its Participating Entities. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $400 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each such proposal must be prepared independently and without cooperation, collaboration, or collusion. 3. If a proposer works with a consultant on its proposal, the consultant (an individual or company) may not assist any other entity with a proposal for this solicitation. 4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 100 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 7 5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 6. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a.Line-item Pricing is pricing based on eachindividual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any contract resulting from this RFP. 2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 101 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 8 products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation. To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 102 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 9 All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 103 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 10 It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. Complete. A proposal will be rejected if it is conditional or incomplete. Submitted in English. Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. G. OPENING The Opening of proposals will be conducted in the Sourcewell Procurement Portal immediately following the proposal due date and time. To view the list of proposers resulting from the opening, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 104 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 11 Members of the public may attend the Opening at Sourcewell’s office located at 202 12th Street NE, Staples, MN to hear the results. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals); The number and geographic location of highest-scoring proposers that offer: o A comprehensive selection of the requested equipment, products, or services; o A sales and service network ensuring availability and coverage for Participating Entities’ use; and o Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 105 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 12 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell’s notice of contract award(s) or non-award. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A protest must include the following items: The name, address, and telephone number of the protester; Identification of the solicitation by RFP number; A precise statement of the relevant facts; Identification of the alleged procedural, technical, or legal defect; Analysis of the basis for the protest; Any additional supporting documentation; The original signature of the protester or its representative; and Protest bond in the amount of $20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: Modify or cancel this RFP at any time; Reject any and all proposals received; Reject proposals that do not comply with the provisions of this RFP; Select, for contracts or for discussion, a proposal other than that with the lowest cost; Independently verify any information provided in a proposal; Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 106 of 139 Rev. 3/2022 Sourcewell RFP #091423 Furniture Solutions with Related Accessories and Services Page 13 state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 107 of 139 08/18/2023 Addendum No. 1 Solicitation Number: RFP 091423 Solicitation Name: Furniture Solutions with Related Accessories and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: It appears that full line manufacturers are usually awarded these contracts. Might a group of smaller factories present as a consortium to allow for the submission of a more complete, full breadth of line offering in an attempt to be more competitive with the full line factories on this bid? Answer 1: The RFP text on page 5 reads, “Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.” Question 2: Is there a pricing template you would like suppliers to use? Answer 2: It is left to the discretion of each proposer to determine the method it deems best suited to submit its relevant information in a timely fashion through the Sourcewell Procurement Portal. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 108 of 139 End of Addendum Acknowledgement of this Addendum to RFP 091423 posted to the Sourcewell Procurement Portal on 08/18/2023, is required at the time of proposal submittal. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 109 of 139 08/29/2023 Addendum No. 2 Solicitation Number: RFP 091423 Solicitation Name: Furniture Solutions with Related Accessories and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: By definition, furniture can include other accessory categories than those listed. IE: Artwork, signage, acoustical products, supplements. How do we secure preapproval for categories that technically are furniture but not named. Answer 1: In the competitive process, Sourcewell will not pre-evaluate a proposer’s equipment, product, or services offering or advise a proposer on the content of the proposal. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B. - Requested Equipment, Products or Services. However, only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of this solicitation. Question 2: During the pre-proposal conference, a question was asked about rebates to members - the response was that members in Minnesota receive a rebate, but other states do not. Please provide full clarity on this question and answer. Is the rebate something that needs to be factored in to our pricing and/or admin fees? Are we to provide separate pricing for State of MN vs other states as a result? How do potential suppliers handle the difference in process for State of MN vs other states? COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 110 of 139 Answer 2: Sourcewell will provide a rebate to participating entities in the five-county region that we serve within the state of Minnesota who make purchases from cooperative contracts. If you choose to offer rebates to participating entities as part of your pricing structure, you may outline that in Table 11, Question 60. Question 3: For Table 2 line items 13/14, please provide further clarification. Are you looking for a dollar value or percentage? Also, are you looking for a response that is specific to the vertical markets eligible for this contract (state/local government, higher education, non-profits) or are you looking for a total across all sectors? Answer 3: It is left to the discretion of each proposer to determine the information necessary to best demonstrate their ability to serve Sourcewell members and that they are willing to include. The solicitation is a competitive process and proposals are evaluated on the content submitted. Question 4: For Table 3 line item 20, please clarify definition of government. Should our response only include state/local government, or should we also include federal government? Answer 4: Refer to RFP Section I. B. – Use of Resulting Contracts. Question 5: For Table 6 line item 31/32, please clarify what exactly you are looking for in this response and how it differs from the other responses on this table and others in the RFP. Answer 5: Demonstrate if you are willing and able to serve Sourcewell participating entities in the United States and Canada. Question 6: For table 9 line item 53, please provide an example of what you mean by a service contract? COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 111 of 139 Answer 6: Table 9, Question 53 is asking for additional information on potential extended warranties or service options beyond the standard warranty. End of Addendum Acknowledgement of this Addendum to RFP 091423 posted to the Sourcewell Procurement Portal on 08/29/2023, is required at the time of proposal submittal. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 112 of 139 08/31/2023 Addendum No. 3 Solicitation Number: RFP 091423 Solicitation Name: Furniture Solutions with Related Accessories and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Would a range of hourly rates be preferred for services? Since this is a nationwide contract, providing a range would be advantageous to Sourcewell customer's they aren't locked into the highest rates. Answer 1: Each proposer, in its discretion, will determine and propose the pricing approach that aligns with its business methods and satisfies all the requirements of the RFP Article on Pricing. In the competitive process, Sourcewell will not advise a proposer on the format of its proposal. However, a pricing document with the content selected by the proposer must be uploaded to successfully submit a proposal within the Portal. Question 2: Please clarify that as a furniture manufacturer, the admin fees apply to product only. A network of authorized dealers provides services, such as install, with which rates vary based upon location, size, and scope of project. Answer 2: It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and industry. Refer to RFP Section III. B. – Administrative Fees and Section 8. B. of the contract template for further information on administrative fees. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 113 of 139 Question 3: Please provide additional clarification on the evaluation process and how the points are allocated to the scoring of the response. Answer 3: Additional guidance can be found in RFP Section VI. Evaluation and Award and the “Sourcewell Evaluator Scoring Guide” found on the “Bids Homepage” in the Resource Materials section of the Sourcewell Procurement Portal. Question 4: Please define: other public entities. Answer 4: Some examples of other public entities could include, water districts, port and transportation authorities, charter schools and rural power cooperatives, to name a few. Question 5: Please clarify if other states consider adopting Sourcewell as a state contract? Answer 5: Sourcewell contracts have been adopted by other states. Question 6: Hawaii is referenced in the Footnote. Please clarify if Hawaii intends to adopt this agreement as a State Purchasing Option. Answer 6: The State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State of Hawaii and participating jurisdictions, has provided notice to Sourcewell of the intent to participate in the contract(s) to be awarded under this solicitation. Question 7: Please clarify if pricing must be in an Excel file? Most manufacturer Price Lists are PDF, but justification can be provided through letters, PPI Index, sampling of items, etc. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 114 of 139 Answer 7: It is left to the discretion of each proposer to articulate and propose the pricing approach that aligns with their business methods and satisfies the requirements of RFP Section III. - Pricing. Proposers may use the upload fields in Step 2 of the proposal submission process to attach documents that the proposer chooses to include with the proposal. Proposals are evaluated based on the criteria stated in the RFP. Question 8: Please confirm that current commercial price lists may always apply, so long as the contractor provides the appropriate information to submit the pricing and product updates. Answer 8: Section 4, Product and Pricing Change Requests of the Contract Template is applicable once a vendor has a contract and needs to change pricing or add or subtract products from the initial proposed offering. It is left to the discretion of each proposer to determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing. Question 9: In addition to a tiered discount structure, would Sourcewell find it advantageous for respondents to provide both a dock delivery and delivered and installed discount structure? Answer 9: It is left to the discretion of each proposer to propose a method for freight or delivery charges that aligns to its business practices and meets all applicable industry standards, laws, and regulations. A proposer should include all relevant information and fully describe the total cost of acquisition for a participating entity in its proposal. Question 10: With regard to the Financial Viability request for information, is a letter from a bank acceptable to verify our good standing and fiscal responsibility. Answer 10: Refer to Table 2, Question 12 of the Sourcewell questionnaire tables. Question 11: Please confirm when Contractors are permitted to add additional authorized dealers to the contract. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 115 of 139 Answer 11: Proposers may add new dealers as needed. Refer to template contract Section 2. C. – Dealers, Distributors, and/or Resellers, for the manner in which an awarded supplier provides sales or service provider updates during the contract term. Question 12: Please clarify what is the process is to add a dealer. Answer 12: Refer to Answer 11 above. Question 13: Please clarify what information (per dealer) is needed for the dealer list. Answer 13: See Answer 11 above. Question 14: Please clarify if Sourcewell and/or its members require small business utilization. If so, would it be advantageous to include this detail with our dealer list submission? Answer 14: Proposers may include and elaborate on small business information in Table 8, Question 45 of the questionnaire. Question 15: Although separate legal entities, we have an extension of our company in Canada, which has different product offerings, uses Canadian dollars, and different pricing structures. Would they submit their own proposal for the Canadian members? Would we submit one proposal in entirety, naming them as an authorized agent under our contract? If yes, may we provide reporting separately based upon the different currencies and discount structures? Answer 15: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to articulate its capabilities in the manner that best aligns with their business methods. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 116 of 139 End of Addendum Acknowledgement of this Addendum to RFP 091423 posted to the Sourcewell Procurement Portal on 08/31/2023, is required at the time of proposal submittal. COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 117 of 139 09/05/2023 Addendum No. 4 Solicitation Number: RFP 091423 Solicitation Name: Furniture Solutions with Related Accessories and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is it acceptable for a Supplier to propose installation to be negotiated between Authorized Dealer and the participating entity? If not, can we provide a not to exceed hourly rate for these services? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing. Proposals are evaluated based on the criteria stated in the RFP. Question 2: Please provide additional clarification regarding the required Standard Transaction Document Samples. Answer 2: As stated in the Sourcewell questionnaire, Table 10, Question 56, standard transaction documents are those that that would be used in connection with an awarded contract (order forms, terms and conditions, service level agreements, etc.). End of Addendum COOP City of Fort Worth & Facilitech Inc dba Business Interiors Sourcewell##091423-STI-Steelcase Inc.Page 118 of 139 Acknowledgement of this Addendum to RFP 091423 posted to the Sourcewell Procurement Portal on 09/05/2023, is required at the time of proposal submittal. 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