180102-CONTRACT - GOODMANS.PDF

CONTRACT PURSUANT TO IGA
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This Contract is entered into this 23rd day of August, 2017 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and Goodmans Interior Structures, an Arizona corporation (“Contractor”) for the
purchase of new furniture, design, procurement, installation services and any other related services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of three (3) years and ten (10) months, beginning on the 23rd day of
August, 2017 and ending the 30th day of June, 2021.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of two (2) additional years, (or at the County’s sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
1.3 CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County. This may include but is not limited to
preparation of a transition plan and cooperation with the County or other providers in the transition.
The transition includes the transfer of all records, and other data in the possession, custody or control
of Contractor required to be provided to the County either by the terms of this agreement or as a
matter of law. The provisions of this clause shall survive the expiration or termination of this
agreement.
2.0 FEE ADJUSTMENTS:
2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract
annual anniversary date. Requests for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. If County agrees to the adjusted fee, County shall issue written
approval of the change. The reasonableness of the request will be determined by comparing the
request with the (Consumer Price Index) or by performing a market survey.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit A. Exhibit C is for reference only, and all payment information is included
in Exhibit A, which has priority over Exhibit C.
3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.

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3.3 INVOICES:
3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)
can be made. Incomplete invoices will not be processed. At a minimum, the invoice must
provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial number
• County purchase order number
• Project name and/or number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity
• Contract Item number(s)
• Description of Purchase (product or services)
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• Arrival and completion time (if applicable)
• Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the Purchase Order.
3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/Finance/Vendors.aspx).
3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed
invoice is received by the County (ROI).
3.3.5 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.4 APPLICABLE TAXES:
3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor’s invoices.
3.4.2 State and Local Transaction Privilege Taxes: To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker’s Compensation.

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3.5 TAX (SERVICES):
No tax shall be invoiced or paid against contractor’s labor. It is the responsibility of the Contractor
to determine any and all applicable taxes and include the cost in the proposal price.
3.6 TAX (COMMODITIES):
Tax shall not be invoiced against contractor’s labor. Sales/use tax will be determined by County.
Tax will not be used in determining low price.
4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
4.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with,
this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment only
for services rendered prior to the effective date of the termination, provided that such services are
performed in accordance with the provisions of this Contract. County shall give written notice of
the effective date of any suspension, amendment, or termination under this Section, at least ten (10)
days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit B, or as otherwise directed in writing by
the Procurement Officer.
5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace for
consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are
not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim, damage,
loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment
of, or destruction of tangible property, including loss of use resulting there from, caused by negligent
acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused
by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly
employed by them, or anyone for whose acts they may be liable, regardless of whether or not such
claim, damage, loss, or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be construed
as limiting the scope of the indemnity in this paragraph.

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The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE:
6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing,
the stipulated insurance may be purchased from a company or companies, which are
authorized to do business in the State of Arizona, provided that said insurance companies
meet the approval of County. The form of any insurance policies and forms must be
acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily completed
and formally accepted. Failure to do so may, at the sole discretion of County, constitute a
material breach of this Contract.
6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Contractor to secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.
6.2.6 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
6.2.8 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and blanket contractual
coverage, and shall not contain any provisions which would serve to limit third party action
over claims. There shall be no endorsement or modifications of the CGL limiting the scope
of coverage for liability arising from explosion, collapse, or underground property damage.
6.2.9 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage of
not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the Premises under this Contract.

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6.2.10 Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
6.2.11 Errors and Omissions (Professional Liability) Insurance:
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for
each claim.
6.2.12 Certificates of Insurance:
6.2.12.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor’s insurer(s), as
evidence that policies providing the required coverage, conditions and limits
required by this Contract are in full force and effect. Such certificates shall
identify this contract number and title.
6.2.12.2 In the event any insurance policy (ies) required by this contract is (are) written on
a “claims made” basis, coverage shall extend for two years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.
6.2.12.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) days prior to the expiration date.
6.2.13 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within 2
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ
85003, or emailed to Procurement Officer noted in solicitation.
6.3 FORCE MAJEURE:
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military

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or usurped power or confiscation, terrorist activities, nationalization, government sanction,
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or
telecommunication service.
6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability
to perform or comply.
6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order or
contract release purchase order upon non-performance by Contractor. The County shall
reserve the right to extend the Contract and time for performance at its discretion.
6.4 WARRANTY OF SERVICES:
6.4.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County’s acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
6.4.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.
6.5 INSPECTION OF SERVICES:
6.5.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
contract performance and for as long afterwards as the Contract requires.
6.5.2 County has the right to inspect and test all services called for by the Contract, to the extent
practicable at all times and places during the term of the Contract. County shall perform
inspections and tests in a manner that will not unduly delay the work.
6.5.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
6.5.3.1 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and
6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.5.4 If the Contractor fails to promptly perform the services again or to take the necessary action
to ensure future performance in conformity with Contract requirements, County may:
6.5.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by County
that is directly related to the performance of such service; or

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6.5.4.2 Terminate the Contract for default.
6.6 REQUIREMENTS CONTRACT:
6.6.1 The contract to be awarded from this RFP is a requirements contract. The resulting
Contract does not guarantee any minimum or maximum purchases will be made. If
purchases are made for the materials or requirement contained in the Contract, they will be
purchased from the Contractor awarded that line item. Orders will only be placed under
this contract when the County identifies a need and proper authorization and
documentation have been approved.
6.6.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the
County Procurement Officer with written notification to follow. By submitting a bid in
response to this Invitation for Bids, the Contractor specifically acknowledges to be bound
by this cancellation policy.
6.7 PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after
issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for
actual and documentable costs incurred by the Contractor in response to the Purchase Order. The
County will not reimburse the Contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
6.8 BACKGROUND CHECK:
Contractors need to be aware that there may be multiple background checks (Sheriff’s Office,
County Attorney's Office, Courts as well as Maricopa County general government) to determine if
the respondent is acceptable to do business with the County. This applies to (but is not limited to)
the Contractor, sub-contractors and employees.
6.9 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No
request for adjustment under this clause shall be granted unless the claim, in an amount stated, is
asserted in writing as soon as practicable after the termination of the suspension, delay, or
interruption, but not later than the date of final payment under the contract.
6.10 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of 90 days after the order
is delivered to the Contractor, and for any further period to which the parties may agree. The order
shall be specifically identified as a stop work order issued under this clause. Upon receipt of the
order, the Contractor shall immediately comply with its terms and take all reasonable steps to
minimize the incurrence of costs allocable to the work covered by the order during the period of
work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within
any extension of that period to which the parties shall have agreed, the Procurement Officer shall
either;
6.10.1 Cancel the stop-work order; or
6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience of the County, clause of this contract.

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6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or contract price, or otherwise, and the contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase
in costs to the Contractor.
6.11 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.
6.12 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.12.2 Make progress, so as to endanger performance of this contract; or
6.12.3 Perform any of the other provisions of this contract.
6.12.4 The County’s right to terminate this contract under these subparagraphs may be exercised
if the Contractor does not cure such failure within 10 days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the
failure.
6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf
of the County is at any time while the Contract or any extension of the Contract is in effect, an
employee or agent of any other party to the Contract in any capacity or consultant to any other party
of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S
§ 38-511 the County may recoup any fee or commission paid or due to any person significantly
involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County
from any other party to the contract arising as the result of the Contract.
6.14 CONTRACTOR LICENSE REQUIREMENT:
6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. The Respondent shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply with
the same. Contractor shall immediately notify both Office of Procurement Services and the
using agency of any and all changes concerning permits, insurance or licenses.
6.14.2 If Contractor is furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, Contractor shall possess any
licenses required. Contractor is not relieved of its obligation to possess the required
licenses by subcontracting of the labor portion of the Contract. Contractors are advised to
contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to
ascertain licensing requirements for a particular contract.

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6.15 SUBCONTRACTING:
6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
All correspondence authorizing subcontracting must reference the Bid Serial Number and
identify the job project.
6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates
or the County has approved the increase. The Subcontractor’s invoice shall be invoiced
directly to the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime
Contractor’s invoice.
6.16 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
6.17 ADDITIONS/DELETIONS OF SERVICE:
6.17.1 The County reserves the right to add and/or delete materials and services to a Contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately,
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a Contract, prices for such additions will be negotiated
between the Contractor and the County.
6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also,
upon request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of the County
within two business days, unless previously approved by the County.
6.18 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
6.19 RIGHTS IN DATA:
6.19.1 The County shall have the use of data and reports resulting from a Contract without
additional cost or other restriction except as may be established by law or applicable
regulation. Each party shall supply to the other party, upon request, any available
information that is relevant to a Contract and to the performance thereunder.
6.19.2 The County, at its own option, may request various reports that include the following
information. The format of the reports shall be approved by the County and changed or
updated at the County’s request.
6.19.2.1 Purchase order number for each item
6.19.2.2 Line number for each item
6.19.2.3 Order number
6.19.2.4 Order status
6.19.2.5 Order type

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6.19.2.6 Vendor name
6.19.2.7 Quantity
6.19.2.8 Estimated installation date
6.19.2.9 Billing status
6.19.2.10 Billed quantity
6.19.2.11 Invoice number for each item
6.19.2.12 Product ID
6.19.2.13 Product description
6.19.2.14 Mark line for information
6.20 NON-DISCRIMINATION:
CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order
2009-09 including flow down of all provisions and requirements to any subcontractors. Executive
Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be
viewed and downloaded at the Governor of the State of Arizona website
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby
incorporated into this contract as if set forth in full herein. During the performance of this contract,
CONTRACTOR shall not discriminate against any employee, client or any other individual in any
way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
6.21 ISRAEL BOYCOTT:
By signing this Contract, the Contractor certifies that they are in compliance with Article 9,
Arizona Revised Statutes Section 35-393 et seq.
6.22 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.22.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief, that the Contractor, it’s current officers and
directors;
6.22.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States Department or Agency or any state, or local jurisdiction;
6.22.1.2 have not within 3-year period preceding this Contract;
6.22.1.2.1 been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract; and
6.22.1.2.2 been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract;
6.22.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or

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local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a 3-year period preceding this
Contract had any public transaction (Federal, State or local) terminated
for cause or default.
6.22.1.3 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation
of the matter including any final resolution.
6.22.2 The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier
covered transactions related to this Contract.
6.23 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.23.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using e-verify) and all other federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The contractor
shall obtain statements from its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in effect
through the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all employees performing work under
the Contract and verify employee compliance using the E-verify system and shall keep a
record of the verification for the duration of the employee’s employment or at least three
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.
6.23.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.23.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the contract and may pursue
any and all remedies allowed by law, including, but not limited to: suspension of work,
termination of the Contract for default, and suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.
6.24 INFLUENCE:
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.24.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type of valuable contribution or subsidy,
6.24.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

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6.25 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.25.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this Contract for six (6) years after final
payment or until after the resolution of any audit questions which could be more than six
(6) years, whichever is latest. The County, Federal or State auditors and any other persons
duly authorized by the Department shall have full access to, and the right to examine, copy
and make use of, any and all said materials.
6.25.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.25.3 If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance. The course of action to address the disallowance shall be at sole discretion
of the County, and may include either an adjustment to future invoices, request for credit,
request for a check or a deduction from current invoices submitted by the Contractor equal
to the amount of the disallowance, or to require reimbursement forthwith of the disallowed
amount by the Contractor by issuing a check payable to Maricopa County.
6.26 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed cost,
such as overpayment, County shall notify the Contractor in writing of the disallowance. County
shall also state the means of correction, which may be but shall not be limited to adjustment of any
future claim submitted by the Contractor by the amount of the disallowance, or to require repayment
of the disallowed amount by the Contractor.
6.27 OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the contract.
6.28 CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this contract may include information that is
proprietary or confidential to the County. This provision establishes the contractor’s obligation
regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure that
no information contained in its records and/or obtained from the County or from others in carrying
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers,
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s
procedures and controls at a minimum must be the same procedures and controls it uses to protect
its own proprietary or confidential information. If, at any time during the duration of the Contract,
the County determines that the procedures and controls in place are not adequate, the Contractor
shall institute any new and/or additional measures requested by the County within 15 days of the
written request to do so.
Any requests to the Contractor for County proprietary or confidential information s shall be referred
to the County for review and approval, prior to any dissemination.

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6.29 PUBLIC RECORDS:
Under Arizona law, all Contracts are public records and must be retained by the Records Manager
at the Office of Procurement Services. Contracts shall be open to public inspection and copying after
Contract award and execution, except for such Contracts or sections thereof determined to contain
proprietary or confidential information by the Office of Procurement Services.
6.30 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those paid
by any other customer for these or similar services.
6.31 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all
prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.32 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an independent
contractor, and nothing herein or implied herein shall at any time be construed as to create the
relationship of employer and employee, co-employee, partnership, principal and agent, or joint
venture between the County and the Contractor.
6.33 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
6.34 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
6.35 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.35.1 Exhibit A, Pricing;
6.35.2 Exhibit B, Scope of Work
6.35.3 Exhibit C, Herman Miller Project Pricing Agreement (In the event of any conflict
between Exhibit C and the County contract, the County contract is the controlling
document.)
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
Attn: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494

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For Contractor:
Goodmans Interior Structures
1400 E. Indian School Road
Phoenix, Arizona 85014

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
Adam Goodman
PRINTED NAME AND TITLE
1400 E Indian School Road, Phoenix, AZ 85014
ADDRESS
August 2, 2017
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

SERIAL 180102-IGA
EXHIBIT A
PRICING
SERIAL: 180102-IGA
NIGP CODE: 42594
COMPANY NAME: GOODMANS INTERIOR STRUCTURES
DOING BUSINESS AS (DBA) NAME:
MAILING ADDRESS: 1400 E. Indian School Road
Phoenix, Arizona 85014
REMIT TO ADDRESS: P.O. Box 53512
Phoenix, Arizona 85072-3512
TELEPHONE NUMBER: (602) 512-0500
FACSIMILE NUMBER: (602) 512-0815
WEB SITE: www.goodmans.com
REPRESENTATIVE NAME: Stacey Huld
REPRESENTATIVE PHONE NUMBER: (602) 512-0615
REPRESENTATIVE E-MAIL: shuld@goodmans.com
PAYMENT TERMS:
[X] NET 30 DAYS
1.0 HMI SEATING PRICING:
Project Total # of Chairs
Admin 888 Based on Sq. Ft Estimated
APD | Black Canyon 83
APD | SEF 246
APD | Southport 71
ECB | 6th Floor 24
ITR 154
MADISON 956
MCDOT 48
2470
Herman Miller Current Proposed with Current Proposed with
Chair List Contract Tier 3 Price Hold Contract Tier 3 Price Hold 3
Aeron $1,564.00 53.00% 54.63% $735.08 $709.59
Celle $1,132.00 53.00% 54.63% $532.04 $513.59
Embody $1,525.00 51.00% 52.47% $747.25 $724.83
Ergon $1,568.00 60.00% 61.17% $627.20 $608.85
Mirra2 $1,330.00 53.00% 54.63% $625.10 $603.42
Sayl $1,066.00 53.00% 54.63% $501.02 $483.64
Verus $968.00 53.00% 54.63% $454.96 $439.18

EXHIBIT A
PRICING
2.0 HMI PROJECT PRICING:
Total 2017 List for all Tier 3: Current Contract Current Project List price held through
Herman Miller Product Series (8) projects Discount Discount 7/31/2021
Accessories $114,081.00 74.30% 78.86% 80.68%
Action Office® 1 & AO2 Panels $6,439,262.00 74.30% 79.31% 80.68%
Action Office® 2 Components $6,990,674.00 74.30% 79.31% 80.68%
Canvas Private Office $685,552.00 72.50% 72.73% 72.90%
Canvas Wall-Based $176,358.00 72.50% 72.73% 72.90%
Canvas Wood Storage $392,698.00 72.50% 72.73% 72.90%
Caper® Chair $236,721.00 55.00% 57.67% 57.67%
Co/Struc® $56,499.00 53.00% 53.00% 47.89%
Ethospace® $112,398.00 72.50% N/A 75.61%
Everywhere Tables $294,215.00 69.00% 71.30% 69.75%
Healthcare Action Lab $49,492.00 53.00% N/A 47.89%
Herman Miller Tables $11,378.00 72.50% 71.59% 71.59%
Lighting $1,597,147.00 74.30% 78.86% 80.68%
Meridian® Laterals $35,868.00 56.00% N/A 49.00%
Meridian® Storage Cases/Book
Cases $11,646.00 54.00% N/A 49.00%
Quadrant Laterals B-front $141,821.00 54.00% N/A 54.00%
Setu $806,436.00 53.00% N/A 52.75%
Thrive Portfolio $1,531,651.00 58.00% 58.00% 58.42%
Tu Laterals $3,289,489.00 68.00% 71.59% 69.60%
Tu Pedestals $1,463,649.00 68.00% 73.86% 71.59%
Tu Storage $41,458.00 68.00% 71.59% 69.60%
Seating | Embody | Qty of 1000 $1,525,000.00 51.00% N/A 52.47%

SERIAL 180102-IGA
EXHIBIT A
PRICING
Total 2017 List for all Tier 3: Current Contract Current Project List price held through
Herman Miller Product Series (8) projects Discount Discount 7/31/2021
Accessories $114,081.00 $29,318.82 $24,116.72 $22,040.45
Action Office® 1 & AO2 Panels $6,439,262.00 $1,654,890.33 $1,332,283.31 $1,244,065.42
Action Office® 2 Components $6,990,674.00 $1,796,603.22 $1,446,370.45 $1,350,598.22
Canvas Private Office $685,552.00 $188,526.80 $186,950.03 $185,784.59
Canvas Wall-Based $176,358.00 $48,498.45 $48,092.83 $47,793.02
Canvas Wood Storage $392,698.00 $107,991.95 $107,088.74 $106,421.16
Caper® Chair $236,721.00 $106,524.45 $100,204.00 $100,204.00
Co/Struc® $56,499.00 $26,554.53 $26,554.53 $29,441.63
Ethospace® $112,398.00 $30,909.45 $27,413.87
Everywhere Tables $294,215.00 $91,206.65 $84,439.71 $89,000.04
Healthcare Action Lab $49,492.00 $23,261.24 $25,790.28
Herman Miller Tables $11,378.00 $3,128.95 $3,232.49 $3,232.49
Lighting $1,597,147.00 $410,466.78 $337,636.88 $308,568.80
Meridian® Laterals $35,868.00 $15,781.92 $18,292.68
Meridian® Storage Cases/Book
Cases $11,646.00 $5,357.16 $5,939.46
Quadrant Laterals B-front $141,821.00 $65,237.66 $65,237.66
Setu $806,436.00 $379,024.92 $381,041.01
Thrive Portfolio $1,531,651.00 $643,293.42 $643,293.42 $636,860.49
Tu Laterals $3,289,489.00 $1,052,636.48 $934,543.82 $1,000,004.66
Tu Pedestals $1,463,649.00 $468,367.68 $382,597.85 $415,822.68
Tu Storage $41,458.00 $13,266.56 $11,778.22 $12,603.23
Seating | Embody | Qty of 1000 $1,525,000.00 $747,250.00 $724,832.50
$24,478,493.00 $7,160,847.42 $6,076,155.83

SERIAL 180102-IGA
EXHIBIT A
PRICING
3.0 BUDGET BY PROJECT:
Capital Project Original Budget Modified with new discounts Final Budget Final Quote
Admin *$3,100,000.00 *$5,584,480.00
APD | Black Canyon $411,026.88 N/A Ready 7/20
APD | SEF **$1,545,923.30 **$1,364.119.68
APD | Southport $367,795.49 N/A Ready 7/20
ECB | 6th Floor $500,000.00 N/A N/A End of July
ITR $4,184,003.23 N/A 7/15 Working on it
MADISON $6,475,992.34 $6,019,131.41 Ready 8/18
MCDOT $864,628.34 N/A N/A $842,651.26
Total $17,449,369.58
NOTES
Budgetary pricing includes "standard" task chair for that department, not Herman Miller
MCDOT does not include task chairs
Budgets include product, tax, and installation services
*Original budget was based on sq. ft. calculation using approx. $20/sq. ft. Modified is based on the Madison per sq. ft. price. ($6,019,131.41 /
163,829 sq ft. = $36.74 per sq. ft.)
**Budget also includes design services

SERIAL 180102-IGA
EXHIBIT A
PRICING
4.0 ANCILLARY:
AZ State County Plus Actual Hold current If yes, what If not, average price
Manufacturer Contract Discount Freight pricing till 2020 price book? increase
$95 less than $4K
Allermuir 43.75% 49.000% list No N/A 2-4%
Altus | Non-Powered 5.00% 8.000% Quoted No N/A None in 5 years
Altus | Powered 3.00% 4.000% Quoted No N/A None in 5 years
No, but not to
American Diagonostic Co N/A 62.600% Landed over $2K exceed 5% No 2% per year
Arconas 31% - 48% 50.000% Quoted Yes 7/1/2016 N/A
No, but not to
Brewer 33% - 37% 45.000% Quoted exceed 3% 2017 1.5% - 2%
Carolina Business Furniture 50.00% 51.000% Landed No N/A 3% per year
6% total (will be one in
Datum 40.00% 48.000% Quoted No N/A 2018)
Under $1,300 list,
Egan 43.00% 50.000% quoted Yes 2017 N/A
ergoCentric 53.00% 54.000% Landed No N/A 2% per year
Under $100 sell =
ESI: $1 - $25K list 63.25% 62.600% $15.99 No N/A 3%
ESI: $25,001 - $250K 63.25% 71.500% Landed No N/A 3%
ESI: $250,001 - $1,879,699 63.25% 73.500% Landed No N/A 3%
$100 for (4) or
ESI: Table Bases 60.00% 62.000% less tables No N/A 3%
First Office 54.00% 56.000% Landed No N/A 3% per year
$100 small order
Global: Less than $2K list 52.00% 54.000% fee No No (1) since 2013
Global: $2,001 - $16,500 55.00% 56.000% Landed No No (1) since 2013
Global: $16,501+ 60.00% 61.000% Landed No No (1) since 2013
Humanscale 63% - 65% 67.000% Landed No N/A 2-4%
Last price increase
JRB 66.25% 67.000% Landed No N/A 7/1/14 3.9%

SERIAL 180102-IGA
EXHIBIT A
PRICING
AZ State County Plus Actual Hold current If yes, what If not, average price
Manufacturer Contract Discount Freight pricing till 2020 price book? increase
49.71%
Krug (MCCCD) 50.000% Landed No N/A 3-5% average
Logiquip - Wire N/A 46.000% Quoted No N/A None in 3 years
Logiquip - All other N/A 38.000% Quoted No N/A None in 3 years
54.76%
Mayline/Safco (MCCCD) 55.000% Landed No N/A Weighted average 2.8%
Moduform N/A 48.000% Quoted No N/A 5% annually due to steel
MooreCo 36.00% 46.000% Quoted No N/A 3.5% over past (3) years
Neocase 40.00% 50.000% Landed over $2K No N/A 3% per year
OFS 54.00% 56.000% Landed No N/A 3% per year
Peter Pepper 40.00% 45.000% Quoted Through 6/30/2018 2017 8% every two years
Republic Storage (over
$5K) N/A 53.000% Quoted No N/A 2.5% per year
Sauder 46.00% 47.000% Landed No N/A 2% per year
Sit On It 53.00% 58.250% Landed Through 12/31/2018 2017 2-4%
Sitmatic 62.00% 62.000% Landed No N/A 2017 first since 2011
Under $5K list =
SpecialT 53.00% 54.000% $105 Yes 1-Jul-17 N/A
Tennsco N/A 39.000% Quoted No N/A 6% total
Tennsco High Density N/A 45.000% Quoted No N/A 6% total
5.0 SERVICES:
Service Rate
Design Services, Regular Hours $55.00
Design Services, After Hours $55.00
Installation Services, Regular Hours $38.00
Installation Services, After Hours $57.00
Project Management, Regular Hours $55.00
Project Management, After Hours $82.50

SERIAL 180102-IGA
EXHIBIT B
SCOPE OF WORK
1.0 INTENT:
The intent of the Contract is to provide new furniture, design, procurement, installation services and any other
related services for eight (8) Capital Projects for the Facilities Management Department on behalf of Maricopa
County.
2.0 SCOPE OF WORK:
2.1 Contractor shall provide the list of services above for the following Capital Projects:
2.1.1 Administration Bldg. reorganization:
Furniture budget estimated at $5.58M
Expected occupancy in late 2019 / early 2020
2.1.2 APD – Black Canyon:
Furniture budget of $411K
Expected occupancy in October 2018
2.1.3 APD – Mesa:
Furniture budget of $1.36M
Required occupancy by August 2020 [Leased parking expires]
2.1.4 APD - Southport:
Furniture budget of $368K
Expected occupancy in August 2018
2.1.5 ECB – 6th Floor:
Furniture budget of $500K
Expected occupancy in May 2018
2.1.6 ITR:
Furniture budget of $4.18M
Expected occupancy in mid-2019
2.1.7 225 West Madison:
Furniture budget of $6.02M
Expected occupancy in March 2019
2.1.8 MCDOT reorganization:
Furniture budget of $865K
Expected occupancy in May 2018

SERIAL 180102-IGA
EXHIBIT C
HERMAN MILLER PROJECT PRICING AGREEMENT
Herman Miller, Inc.
Project Pricing Agreement
between
Herman Miller, Inc.
855 East Main Avenue
PO Box 302
Zeeland, MI 49464-0302
USA
(Seller)
and
Maricopa County
320 West Lincoln Street
Phoenix, AZ 85003
USA
(Buyer)
Effective Date
June 30, 2021
Expiration Date
N3750.D
Agreement Number

SERIAL 180102-IGA
Table of Contents
Project Pricing Agreement
between
Herman Miller, Inc.
and
Maricopa County
1. Scope of Agreement 7. Invoicing and Payment
2. Term of the Agreement 8. Leasing
3. Pricing 9. Warranty
4. Order Procedures 10. Protection of the Parties
5. Order Changes and Cancellations 11. Miscellaneous
6. Packaging, Shipping, and Returns
Discount Schedule
I. Discounts II. Additional Pricing Information
Exhibit 1
Herman Miller, Inc., Product Warranty

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Project Pricing Agreement
This agreement (“Agreement”) expresses the terms and conditions for the supply of products (“Products”)
between Herman Miller, Inc., together with its subsidiaries (“Seller”), 855 East Main Avenue, PO Box
302, Zeeland, Michigan 49464-0302, USA, and Maricopa County, together with its subsidiaries
(“Buyer”), 320 West Lincoln Street, Phoenix, Arizona 85003, USA.
In consideration of the mutual promises and upon the conditions contained within this Agreement,
the parties agree:
1. Scope of Agreement
1.1 Based upon Buyer’s commitment to establish Seller as its exclusive vendor of
workstations for its Phoenix projects (Madison Street Jail Remodel, Maricopa County
ITR Facility and Jail Replacement Facility, Maricopa County Adult Probation/Black
Canyon Addition, Maricopa County Adult Probation/Southport addition, and the
Maricopa County Administration Building Refresh, which total approximately
$3,000,000 Net), Seller agrees to sell Products to Buyer under the terms and at the
discounts specified in this Agreement.
1.2 Discounts are applicable to purchases for Buyer’s Project location only. Discounts for
Buyer’s other locations or Buyer’s affiliates and subsidiaries may be negotiated in a
separate agreement.
1.3 Services are not included unless Service terms are stated in a separate schedule.
1.4 Products purchased under this Agreement are for Buyer’s own use and are not intended
for resale.
2. Term of the Agreement
2.1 This Agreement becomes binding and enforceable after signature by both parties’ legally
authorized employees and expires June 30, 2021. It may be extended by a written
amendment signed by both parties’ authorized employees.
2.2 Either party may terminate this Agreement, without cause, with 30 days’ prior written
notice to the other party. This Agreement continues to govern any purchase order placed
before the expiration or termination date until either the order is canceled or Products are
delivered and installed and Buyer has paid for them.
3. Pricing
3.1 Prices are determined by applying the appropriate discounts to Seller’s February 6, 2017
published list prices through expiration date on June 30, 2021.
3.2 If Buyer’s requested shipping date is more than six months after Seller receives Buyer’s
order, the order may be repriced using the list prices in effect when Products are shipped.
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Project Pricing Agreement
Herman Miller, Inc.
Maricopa County
4. Order Procedures
4.1 Buyer may place orders with either Seller or its authorized dealers and must reference
this Agreement number on its written purchase order.
4.2 If Buyer orders Products incorporating Buyer-supplied fabrics or other materials
(“COM”), those orders are subject to Seller’s own procedures and conditions regarding
those materials stated in Seller’s price list catalogs.
4.3 Buyer may request expedited shipment on its purchase order by use of Seller’s expedited
shipment programs. The specific products offered are listed in Seller’s separate expedited
shipment catalogs.
4.4 Seller acknowledges all purchase orders issued directly to Seller. Acknowledgments state
an estimated, scheduled delivery date(s) to Buyer’s first-named delivery destination.
Seller uses its best efforts to meet the estimated delivery dates, but if Seller is unable to
do so, it will advise Buyer and work with Buyer to establish an acceptable date.
5. Order Changes and Cancellations
Changes, cancellations, and order postponements are subject to approval by Seller and may result
in additional charges according to Seller’s standard order change and cancellation policy in effect
at the time Buyer’s request is received. All requests for changes, cancellations, and order
postponements must be made to Seller in writing. Order changes may result in a change to
Buyer’s acknowledged planned delivery date and any commitments with respect to delivery shall
be extended as mandated by the change. Seller will use its best efforts to minimize Buyer’s cost
associated with an order change, cancellation, or postponement.
6. Packaging, Shipping, and Returns
6.1 Seller uses blanket, bulk, corner packaging, or polybagging for most Products. If Buyer
requests cartoning there will be a cartoning charge of three per cent (3%) of the net order
value. Meridian-brand Product orders of less than $20,000 net value shipping direct to
Buyer at Buyer’s request, may be cartoned at an additional charge equal to three percent
(3%) of the net value. Geiger-brand Casegood orders over $50,000 net and Geiger-brand
Seating orders over $20,000 net will be blanket wrapped. If Buyer requests cartoning,
there will be a cartoning charge of five per cent (5%) of the net order value.
6.2 If Buyer requests special packaging, shipping methods, delivery requirements, or
holiday delivery or shipment of Products to a residential location, it is responsible for
any extra costs that result.
6.3 Seller’s list prices include surface freight to any point within the 48 contiguous United
States. For orders shipped to Alaska or Hawaii, freight is included only to the port of
embarkation. Shipments beyond that point are freight collect.
6.4 Orders placed with Seller’s authorized dealers are governed by the shipping terms
mutually agreed between Buyer and those dealers.
6.5 For orders placed directly with Seller:
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Project Pricing Agreement
Herman Miller, Inc.
Maricopa County
• Products are shipped FOB Seller’s plant, freight prepaid, by a method Seller selects
to a domestic destination that Buyer designates.
• Buyer obtains title to Products and assumes the risk of loss for them upon shipment
from Seller’s plant.
6.6 Products may be returned only with Seller’s prior written approval and such approval will
not be unreasonably withheld.
7. Invoicing and Payment
7.1 Orders placed with Seller’s dealers are governed by the payment terms mutually agreed
between Buyer and each dealer.
7.2 Orders placed directly with Seller are invoiced when they are shipped to Buyer or
shipped to storage, and payment is due 30 days after the invoice date. Payment terms are
subject to Seller’s review and approval of Buyer’s credit standing. Upon Seller’s request,
Buyer agrees to provide the appropriate financial information to substantiate Buyer’s
credit standing. Payment terms are subject to Buyer’s ongoing favorable credit standing.
7.3 If invoicing discrepancies exist, Buyer may deduct only that portion of the invoice
relating to the discrepancy. Buyer must promptly notify Seller, in writing, of the amount
in dispute and the reason for dispute so that correction may be made.
7.4 Except for taxes measured by Seller’s net income, Buyer is responsible for any local or
state sales, use, or other similar taxes imposed for transactions under this Agreement.
Unless Buyer furnishes an exemption certificate to Seller, applicable taxes are added to
the invoice.
8. Leasing
8.1 If Buyer elects to finance the acquisition of Products through third-party leasing, those
Products may be purchased under this Agreement by any Buyer-designated lessor. The
terms of this Agreement will apply to those transactions and will continue to apply to the
relationship between Buyer and Seller.
8.2 Buyer must guaranty its lessor’s payment to Seller and must execute any documents its
lessor requires within 10 days after the invoice date of any Products leased.
9. Warranty
Herman Miller, Inc., Product Warranty as set forth in Exhibit 1.
10. Protection of the Parties
10.1 If a third-party claim alleges that any Products or services that Seller furnishes under this
Agreement infringe on any United States patent, trademark, or copyright, Seller must
defend Buyer and indemnify it against the resulting liability, damage, or expense. Buyer
must give Seller prompt notice of any claim and must cooperate with Seller and its counsel
in the defense of the claim. Seller is entitled to resolve the matter at its sole prerogative
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Maricopa County
and expense. Seller reserves the right to substitute or modify Products so that they become
noninfringing but remain functionally equivalent.
10.2 Seller agrees to comply with the Fair Labor Standards Act, as amended, and with all
applicable laws and governmental regulations or orders prohibiting discrimination in
opportunities for employment by reason of race, color, national origin, religion, sex, age,
disability, or military service.
10.3 Seller is not liable for a delay or failure in shipment or performance of any part of this
Agreement if the delay or failure is caused by:
• an act or omission of Buyer, its agents, employees, or contractors;
• the act of a governmental authority, including agencies and political subdivisions;
• revolution, riot, or other civil disturbance or disorder, including acts of enemies or
acts of terrorism;
• strike, or other dispute with or among labor unions; or
• fire, flood, acts of God,
• other similar cause not within Seller’s reasonable control
Seller is excused from further performance of its obligations for the duration of a force
majeure cause.
10.4 Without prior written approval of the other party, neither party may use the others name,
brand names, trademarks, commercial symbols, copyrighted text, and copyrighted images
on Internet or Intranet Web site or in any publicity releases or advertising of any nature.
10.5 Seller is not liable for loss of time, inconvenience, lost profits, commercial loss, or other
special, consequential, or incidental damages for any transactions under this Agreement.
10.6 TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE DURATION OF
THE WRITTEN WARRANTIES LISTED IN THE WARRANTY ATTACHMENT.
11. Miscellaneous
11.1 Each party must send the other party any written notices or communications required
under this Agreement to the respective address listed on the first page of this Agreement
or to any other address that a party may substitute by written notice.
11.2 The parties’ rights and duties that are intended by their nature to continue beyond the
term of the Agreement survive the termination or expiration of the Agreement.
11.3 This Agreement may be modified, or rights or duties under the Agreement waived or
discharged, only by a written amendment signed by both parties’ authorized employees.
If either party fails to enforce any provision of this Agreement, that failure must not be
construed as a waiver of that provision or of any other provision.
11.4 Seller is acting on its own behalf and on behalf of its subsidiaries; Buyer is acting on its
own behalf and on behalf of its parent, subsidiaries, and affiliates. This Agreement binds
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the parties and their successors and permitted assigns. Neither party may assign this
Agreement, nor any portion of it, without the other party’s written consent and that
consent must not be unreasonably withheld.
11.5 This document, including its schedules, exhibits, and attachments, is the complete,
exclusive, and final statement of the terms of agreement between the parties regarding its
subject matter. It supersedes all prior and contemporaneous agreements, understandings,
negotiations, proposals, and representations, whether written or oral. Any terms in
Buyer’s purchase order that are additional to or contrary to the terms of this Agreement
are not effective.
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Discount Schedule
N3750.D
I. Discounts
Prices are computed by applying the applicable discount below to the February 6, 2017 list prices
The discounts applicable to standard Products are:
Single Order List
Products Product Only
Discount
SYSTEMS
Action Office® 1 & AO2 Panels 80.68%
Action Office® 2 Components 80.68%
Canvas Office Landscape® Private Office 72.90%
Canvas Office Landscape® Wall-Based 72.90%
Ethospace® 75.61%
CLINICAL PRODUCTS
Co/Struc® 47.89%
Herman Miller for Healthcare Action Lab 47.89%
SEATING
Aeron® Chairs 54.63%
Caper® Chair 57.67%
Celle® Chair 54.63%
Collection 41.24%
Embody® 52.47%
Equa 2® Seating 61.17%
Ergon 3® 61.17%
Mirra2 Seating 54.63%
SAYL® 54.63%
Setu® 52.75%
Verus 54.63%
CASEGOODS (FREESTANDING FURNITURE)
Everywhere™ Tables 69.75%
Herman Miller Tables 71.59%
STORAGE/FILES
Canvas Office Landscape® Wood Filing & Storage 72.90%
Meridian® Laterals 49.00%
Meridian® Storage Cases/Book Cases 49.00%
Quadrant B-Front Lateral Files 54.00%
Quadrant B-Front Pedestals 80.68%
Tu® Laterals 69.60%
Tu® Pedestals 71.59%
Tu® Storage 69.60%
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Single Order List
Products Product Only
Discount
ANCILLARY
Accessories 80.68%
Energy Distribution System 80.68%
Generic 80.68%
Lighting 80.68%
Textiles 80.68%
Thrive® Ergonomic Portfolio 58.42%
Thrive® CBS Portfolio 58.42%
II. Additional Pricing Information
A. Additional product lines may be added according to the price and applicable discounts
mutually agreed upon by the parties.
B. A “single order” is any set of purchase orders placed at the same time for a single
location of Buyer (although the order may require multiple shipping dates).
C. “Standard Products” are those Products that incorporate items, finishes, and options found
in Seller’s current catalogs. “Nonstandard Products” are those Products that incorporate
items, finishes, or options not found in Seller’s current catalogs. Nonstandard Products
may also be referred to as “special” or “custom” Products.
D. Pricing for nonstandard Products is subject to separate negotiation.
E. Only selected standard Products and parts are available through Seller’s expedited
shipment programs, and order sizes may be limited.
F. Services such as space planning, design, storage, inside delivery, double handling,
installation, installation rearrangement, local stocking programs, project management, or
inventory management are not included in Buyer’s discounts, and charges may be
negotiated under separate agreement(s) with Seller’s authorized dealer(s).
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Exhibit 1
Herman Miller, Inc., Product Warranty
Herman Miller, Inc. (“Herman Miller”), 855 East Main Avenue, PO Box 302, Herman Miller will repair or replace the aforementioned product, part, or
Zeeland, Michigan 49464-0302, USA, warrants the products sold by it and its component with a comparable product, part, or component.
subsidiaries to be free from defects in material and workmanship, regardless of This warranty extends only to the original purchasers who acquire new product
the number of shifts during which the products are used, for the warranty periods from Herman Miller, its subsidiaries, or its authorized resellers. Any product,
specified below. part, or component must have been used according to Herman Miller’s published
instructions and installed and maintained by a Herman Miller factory-trained
This limited warranty covers the sale of Herman Miller product in all countries. technician or an authorized Herman Miller dealer installer. If these requirements
Not all of the product lines appearing on this list are marketed by Herman Miller are met, warranty coverage will be extended. Any misuse, abuse, or modification
in all countries, and appearance on this list does not imply an offer for sale of a to the original product voids the warranty. Herman Miller does not warrant the
product line in a particular place. Product line availability is defined in current performance of the product when used in combination with other than original
price lists applicable to different regions. Herman Miller product.
All products sold under the Herman Miller brand, including Herman Miller Limited warranty only covers Herman Miller provided products, components,
Healthcare products, Geiger® products, Eames® aluminum group, Eames Soft and related repair work performed by Herman Miller authorized dealers.
Pad™ group, and Eames tables, are backed by our 12-year, 3-shift warranty,
except as limited or described below. Warranty information for Nemschoff The warranty period starts from the date of purchase.
products can be found by visiting nemschoff.com/customer-service/warranty.
Warranty information for Maharam® textiles can be found by visiting This document inclusively describes all of the warranties given and remedies
maharam.com/site/terms. available with respect to the company’s products and services. Herman Miller
and its subsidiaries disclaim any other warranty whether express or implied,
Herman Miller Products statutory or otherwise, in relation to the products.
5 years
Herman Miller Collection products; Connect™ power and data; Cubert™, Herman Miller does not warrant:
Flute™, and Tone™ personal task lights; Exclave™ whiteboards, tackboards, • natural variations in wood grain or figure or the presence of character
and accessories; Flo® power hub; Formwork® and Ubi™ liners; Logic Power marks
Access Solutions; Mbrace wall-mounted technology; Ode™ lamps;
Procedure/Supply Carts keyless lock bars; Twist™ LED task light; Ubi USB • changes in surface finishes, including colorfastness, due to aging,
power module exposure to light or direct sunlight
3 years • marks, scars, or wrinkles occurring naturally in leather
Herman Miller Collection outdoor products; Compass™ system faucet • veins, marks, voids, fissures, or cracks found naturally in stone
2 years
Magis and Mattiazzi branded products from the date of purchase by the original • failure resulting from normal wear and tear
purchaser • pilling of textiles
1 year • matching of colors, grains, or textures of natural materials
Formwork stackable desktop storage; Nelson™ Bubble Lamps® • colorfastness or the matching of colors of textiles or surface finishes,
None including an exact match to cuttings, samples, or swatch cards
Beware of Imitations poster; Exclave eco boards; Girard throw; Maharam • damage, marking, or staining of veneer surfaces due to contact with
Memory 3 game; Maharam pillows; Textiles & Objects poster rubber or similar compounds; damage from sharp objects or
imprinting from writing instruments
Herman Miller Materials • changes in the decibel level of motors or mechanisms utilized in
5 years height-adjustable products
Herman Miller proprietary fabrics applied to seating products (exceptions • damage or marking of materials or abrading of textiles over time
covered under 12-year warranty include: AireWeave™ 2, Balance, Bingo, caused by sharp or foreign objects
Colorguard, Crepe, Crossing, FLEXNET™, Leather, Lyris 2™, MCL Leather, • discoloration of textiles and surface materials due to soiling, stains,
Mercer, Pellicle®, Rhythm, and Strata); Sayl™ knit back cover or dye transfer from clothing, including denim
1 year
Herman Miller Design on Textile (DOT™) and Customer's Own Image (COI) Herman Miller tests Customer’s Own Material (COM) and other customer-
supplied items for manufacturing quality only and does not provide any warranty
Service Parts and Components with regard to these materials.
5 years
Electronic ballasts used in task lighting; keyless lock on Compass; mechanical Herman Miller does not warrant products that are exposed to extreme
components (drive shaft, motor, etc.) on Locale® height-adjustable surface; environmental conditions or that have been subject to improper storage.
mechanical and electrical components on Motia™ sit-to-stand tables; Renew™
sit-to-stand pneumatic counterbalance and crank mechanism; power leg access TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES,
option on Renew sit-to-stand tables INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
3 years FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO
All service parts; electric motors for Co/Struc® height-adjustable tables THE EXTENT THEY ARE LEGALLY REQUIRED, ARE LIMITED IN
2 years DURATION TO THE DURATION OF THIS WRITTEN WARRANTY.
Electrical components (switch, control box, etc.) on Locale height-adjustable HERMAN MILLER SHALL NOT BE LIABLE FOR LOSS OF TIME,
surface INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR
1 year CONSEQUENTIAL DAMAGES.
Compass system faucet sensors and control box
6 months Applies in US only: Some states do not allow limitations on how long an implied
All other products, parts, and any services not listed above, sold or furnished by warranty lasts or do not allow the exclusion or limitation of incidental or
Herman Miller or its subsidiaries, except for consumable products such as dry- consequential damages, so the limitations or exclusions in the two preceding
erase markers, erasers, light bulbs, fans, and other electronic products for which paragraphs may not apply. This warranty gives the purchaser specific legal
no warranty is given rights; however, the purchaser may also have other rights that may vary from
state to state.
Other Manufacturers’ Products
Herman Miller does not warrant other manufacturers’ product but will pass Applies outside US: Except as stated above, Herman Miller will not be liable for
through to the original purchaser any warranty supplied by other manufacturers any loss or damage (including costs) however caused, whether direct or
to the extent possible, including, but not limited to, open-line laminates. consequential, incurred or suffered by the purchaser or any third party in respect
of the products, but nothing contained herein will or will be considered to
Provisions that apply to all Herman Miller-branded products and services: exclude or restrict any liability on Herman Miller’s part for death or personal
During the applicable warranty period, Herman Miller, as its sole obligation, will injury resulting from negligence.
repair or replace (at its option) any product, part, or component covered by this
warranty and sold after the effective date of this warranty, which fails under Effective February 2017
normal use as a result of a defect in material or workmanship.

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