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CONTRACT PURSUANT TO IGA CAPITAL PROJECTS
FURNITURE
SERIAL 220165-IGA
This contract is entered into this 8th day of December 2021 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Goodmans Inc, Dba Goodmans Interior Structure, an
Arizona corporation (“Contractor”) for the purchase of new furniture, design, procurement, installation
services and any other related services
1.0
CONTRACT TERM
This contract is for a term of One (1) year, beginning on the 8th day of December 2021 and ending
the 29th day of December 2022.
2.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of four (4) additional year(s), (or at the County’s sole discretion, extend
the contract on a month-to-month basis for a maximum of six months after expiration). The
Contractor shall be notified in writing by the Office of Procurement Services of the County’s
intention to renew the contract term at least 60 calendar days prior to the expiration of the original
contract term.
3.0
CONTRACT COMPLETION
In preparation for 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 the Contractor that are 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.
4.0
PRICE ADJUSTMENTS (DISCOUNT ADJUSTMENTS)
Any requests for reasonable price or discounts adjustments must be submitted 60 calendar days
prior to contract expiration. Requests for adjustment in cost of labor and/or materials must be
supported by appropriate documentation. The reasonableness of the request will be determined by
comparing the request with the Consumer Price Index or by performing a market survey. If County
agrees to the adjusted terms, County shall issue written approval of the change and provide an
updated version of the contract and applicable exhibits. The new change shall not be in effect until
the date stipulated on the updated version of the contract or exhibits.
5.0
PAYMENTS
5.1
As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Pricing Sheet. Exhibit C is for reference
only, and all payment information is included in Exhibit A, which has priority over
Exhibit C.
SERIAL 220165-IGA
5.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
6.0
INVOICES
6.1
The Contractor shall submit one legible copy of their detailed invoice before payment(s)
will be made. Incomplete invoices will not be processed. At a minimum, the invoice must
provide the following information:
•
Company name, address, and contact information
•
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)
•
Arrival and completion time
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Extended price
•
Freight (if applicable)
•
Mileage with rate (if applicable)
•
Total amount due
6.2
Problems regarding billing or invoicing shall be directed to the department as listed on the
purchase order.
6.3
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
accessible from the County Department of Finance Vendor Registration Web Site
https://www.maricopa.gov/5169/Vendor-Information.
6.4
Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
6.5
EFT payments to the routing and account numbers designated by the Contractor shall
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.
7.0
APPLICABLE TAXES
7.1
It is the responsibility of the Contractor to determine any and all applicable taxes and
include those taxes in their proposal. The legal liability to remit the tax is on the entity
conducting business in Arizona. Tax is not a determining factor in contract award.
7.2
The County will look at the price or offer submitted and will not deduct, add, or alter pricing
based on speculation or application of any taxes, nor will the County provide Contractor
any advice or guidance regarding taxes. If you have questions regarding your tax liability,
seek advice from a tax professional prior to submitting your bid. You may also find
information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer
is valid for the time specified in this solicitation, regardless of mistake or omission of tax
liability. If the County finds overpayment of a project due to tax consideration that was not
due, the Contractor will be liable to the County for that amount, and by contracting with the
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County agrees to remit any overpayments back to the County for miscalculations on taxes
included in a bid price.
7.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to their 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
workers’ compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for any
license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid
(except for matters under legal protest).
8.0
AVAILABILITY OF FUNDS
8.1
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.
8.2
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 10 days in advance.
9.0
DUTIES
9.1
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise
directed in writing by the procurement officer.
9.2
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.
10.0
TERMS AND CONDITIONS
10.1
INDEMNIFICATION
10.1.1
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, 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.
10.1.2
Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, 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 therefrom, caused by negligent
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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, anyone 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.
10.1.3
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 section.
10.1.4
The scope of this indemnification does not extend to the sole negligence of County.
10.2
INSURANCE
10.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category 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.
10.2.2
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.
10.2.3
In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
10.2.4
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
10.2.5
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.
10.2.6
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.
10.2.7
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.
10.2.8
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.
10.2.9
If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
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If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
10.2.9.1
Commercial General Liability
Commercial General Liability (CGL) 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.
10.2.9.2
Automobile Liability
Commercial/Business Automobile Liability 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.
10.2.9.3
Workers’ Compensation
10.2.9.3.1
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.
10.2.9.3.2
Contractor, its subcontractors, and sub-subcontractors waive
all rights against this 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
subcontractors, and its sub-subcontractors pursuant to this
contract.
10.2.10 Certificates of Insurance
10.2.10.1 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.
10.2.10.2 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.
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10.2.10.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.
10.2.11 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 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two 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
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
10.3
FORCE MAJEURE
10.3.1
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 include, but are not limited to,
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 or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, and pandemic.
10.3.2
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.
10.3.3
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.
10.4
ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
10.5
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
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10.6
PURCHASE ORDERS
10.6.1
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, or for shipment of product prior to issuance of purchase order.
10.6.2
Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
10.7
BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g. 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 company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.
10.8
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.
10.9
STOP WORK ORDER
10.9.1
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 calendar 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 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
10.9.1.1
cancel the stop work order; or
10.9.1.2
terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.
10.9.1.3
The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, 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
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10.10
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 30
calendar days advance notice to the Contractor.
10.11
TERMINATION FOR DEFAULT
10.11.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
10.11.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
10.11.1.2 make progress, so as to endanger performance of this contract; or
10.11.1.3 perform any of the other provisions of this contract.
10.11.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
10.12
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be charged against the Contractor.
10.13
CONTRACTOR EMPLOYEE MANAGEMENT
10.13.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.
10.13.2 If Contractor personnel’s employment status changes, Contractor shall endeavor
to find a replacement with equivalent or greater experience.
10.13.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.
10.13.4 Contractor shall not reassign any key personnel identified in their proposal without
first notifying the County.
10.13.5 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
10.13.6 County reserves the right to request the replacement of any Contractor personnel
at any time, for any reason.
10.14
WARRANTY OF SERVICES
10.14.1 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.
10.14.2 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
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contract in the manner and to the same extent as services originally furnished
hereunder.
10.15
INSPECTION OF SERVICES
10.15.1 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.
10.15.2 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.
10.15.3 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:
10.15.3.1 require the Contractor to take necessary action to ensure that future
performance conforms to contract requirements; and
10.15.3.2 reduce the contract price to reflect the reduced value of the services
performed.
10.15.4 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:
10.15.4.1 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
10.15.4.2 terminate the contract for default.
10.16
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.
10.17
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.
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10.18
SUBCONTRACTING
10.18.1 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 or project.
10.18.2 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. 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.
10.19
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.
10.20
ADDITIONS/DELETIONS OF REQUIREMENTS
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.
10.21
RIGHTS IN DATA
10.21.1 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.
10.21.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County or shall be and remain accessible to the
County into perpetuity.
10.22
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
10.22.1 In accordance with Section MC1-373 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
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.
10.22.2 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.
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10.23
AUDIT DISALLOWANCES
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.
10.24
STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
10.25
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.
10.26
SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.
10.27
RELATIONSHIPS
10.27.1
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.
10.27.2
The County reserves the right of final approval on proposed staff. 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.
10.28
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 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. (Arizona Executive Order 2009-09
can
be
downloaded
from
the
Arizona
Memory
Project
at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
10.29
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
SERIAL 220165-IGA
10.30
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
10.30.1
The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
10.30.1.1
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;
10.30.1.2
have not within a three-year period preceding this contract:
10.30.1.2.1
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; or
10.30.1.2.2
been convicted of violation of any Federal or State
antitrust statutes 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;
10.30.1.3
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
local) transaction or contract;
10.30.1.4
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
10.30.1.5
have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
10.30.2 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.
10.30.3 The Contractor shall include, without modification, this clause in all lower
tier covered transactions (i.e. transactions with subcontractors or sub-
subcontractors) and in all solicitations for lower tier covered transactions
related to this contract. If this clause is applicable to a subcontractor or
sub-subcontractor, the Contractor shall include the information required by
this clause with their bid.
10.31
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
10.31.1 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
SERIAL 220165-IGA
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 www.uscis.gov.
10.31.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify compliance.
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.
10.32
CONTRACTOR LICENSE REQUIREMENT
10.32.1 The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain compliance
with and remain in good standing. The Contractor shall keep fully informed of
existing and future trade or industry requirements, and 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 department of any and all changes
concerning permits, insurance, or licenses.
10.32.2 Contractor furnishing finished products, materials, or articles of merchandise that
will require installation or attachment as part of the contract shall possess any
licenses required. Contractor is not relieved of its obligation to obtain and 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, to ascertain licensing requirements for a particular contract. Contractor
shall identify which license(s), if any, the Registrar of Contractors requires for
performance of the contract.
10.33
INFLUENCE
10.33.1 As prescribed in MC1-1203 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.
10.33.2 An attempt to influence includes, but is not limited to:
10.33.2.1 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 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.
10.33.3 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
SERIAL 220165-IGA
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.
10.33.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
10.34
CONFIDENTIAL INFORMATION
10.34.1 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.
10.34.2 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 business days of the
written request to do so.
10.34.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
10.35
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
10.36
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, expressed, or implied.
10.37
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions
of
Title
2,
Subtitle
A,
Chapter
II,
Part
200—UNIFORM
ADMINISTRATIVE
SERIAL 220165-IGA
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
10.38
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, Phoenix,
Arizona.
10.39
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.
10.40
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.
10.41
INCORPORATION OF DOCUMENTS
The following are to be attached to and made part of this Contract:
10.41.1 Exhibit A, Pricing;
10.41.2 Exhibit B, Scope of Work
10.41.3 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
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
Goodmans Inc, Dba Goodmans Interior Structures
1400 E. Indian School Road
Phoenix, AZ 85014
SERIAL 220165-IGA
IN WITNESS WHEREOF, this contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
SERIAL 220165-IGA
EXHIBIT A
PRICING
SERIAL: 220165-IGA
NIGP CODE: 42594
COMPANY NAME:
GOODMANS Inc.
DOING BUSINESS AS (DBA) NAME:
Dba Goodmans Interior Structures
MAILING ADDRESS:
1400 E. Indian School Road
Phoenix, Arizona 85014
REMIT TO ADDRESS:
1400 E. Indian School Road
Phoenix, Arizona 85014
TELEPHONE NUMBER:
(602) 512-0500
FACSIMILE NUMBER:
(602) 263-0624
WEB SITE:
www.goodmans.com
REPRESENTATIVE NAME:
Stacey Huld
REPRESENTATIVE PHONE
NUMBER:
(602) 300-2771
REPRESENTATIVE E-MAIL:
shuld@goodmans.com
PAYMENT TERMS:
[X] NET 30 DAYS
Goodmans Project Schedule (For Informational Purpose Only. Subject to Change.)
Goodmans CO #
Project Name
Address
Install Year
Install Month
Central Courts, 12th Floor
201 W Jefferson, Phoenix, AZ 85007
2022
4
137412
MCSO Avondale Substation
695 N. 105th Ave, Avondale AZ 85323
2022
4
Treasurer Expansion
301 W Jefferson, Phoenix, AZ 85007
2022
5
Budgetary Quote 11/9/2021 MCDOT Refresh
2901 W Durango
2022
6
147803
Public Health Expansion
4041 N Central, 2nd Floor, Phoenix, AZ
2022
6
18K per sq ft estimate
Public Health, Glendale WIC
5141 W Lamar Rd, Glendale, AZ 85301
2022
6
1800 per sq ft estimate
Flood Control SW Service Yard
19604 W. Blue Horizon Pkwy N, Buckeye, AZ 85326
2022
12
3K per sq ft estimate
MIHS Maryvale
5102 W Campbell Rd, Phoenix, AZ 85031
2022
12
30K, per sq ft estimate
Public Health Building
14130 W McDowell Rd, Goodyear, AZ 85395
2023
1
131262
Southeast Consolidated Justice Center Mesa, AZ
2023
2
Central Courts, 11th Floor
201 W Jefferson, Phoenix, AZ 85007
2023
4
25K, per sq ft estimate
MCSO District 3 Substation
Surprise, AZ
2023
5
135649
Animal Care & Control
XXXX S Lewis, Mesa, AZ 85210
2023
6
MCDOT Buckeye Equipment Services 26529 W MC85, Buckeye, AZ 85326
2023
10
50K, per sq ft estimate
Recorders & Elections Office
320 W Lincoln, Phoenix, AZ
2023
12
30K, per sq ft estimate
MCSO SWAT K9 (Major Crimes?)
XXXX W Durango, Phoenix, AZ 85009
2024
1
Central Courts, 10th Floor
201 W Jefferson, Phoenix, AZ 85007
2024
4
Emergency Management
1325 N Fiesta Blvd, Gilbert, AZ 85233
2024
10K, per sq ft estimate
MCSO Warehouse
XXXX W Durango, Phoenix, AZ 85010
2025
1
Central Courts, 9th Floor
201 W Jefferson, Phoenix, AZ 85007
2025
4
Central Courts, 8th Floor
201 W Jefferson, Phoenix, AZ 85007
2026
4
SERIAL 220165-IGA
HMI Discounts
Product
Code
8/01/2018 - 6/30/2021
10/19/2021 -
12/29/20222
Accessories
8
80.68%
78.89%
Action Office® 1 & AO2 Panels
B
80.68%
78.89%
Action Office® 2 Components
J
80.68%
78.89%
Aeron
EC
54.63%
Canvas Dock
FD
72.90%
Canvas Metal Storage
FM
72.90%
Canvas Private Office
FV
72.90%
71.58%
Canvas Wall-Based
FT
72.90%
71.58%
Canvas Wood Storage
FF
72.90%
Caper® Chair
WC
57.67%
55.68%
Celle
TR
54.63%
Co/Struc®
S
47.89%
47.90%
C-Style Overhead
CS
72.90%
75.56%
Eames
F
71.59%
70.45%
Embody
CN
52.47%
Energy
C
76.67%
Ethospace®
U
75.61%
Everywhere Tables
IV
69.75%
69.31%
Generic
R
80.68%
78.89%
Healthcare Action Lab
D
47.89%
46.68%
Herman Miller Tables
F
71.59%
Keys & Locks
KA
80.68%
Layout Studio
LS
54.00%
53.01%
Lighting
A
80.68%
78.89%
Meridian® Laterals
MF
49.00%
Meridian® Storage Cases/Book Cases
MS
49.00%
Mirra2
LF
54.63%
Plex Lounge Furniture
XX
41.24%
Quadrant Laterals B-front
2
54.00%
Quadrant Pedestals B-front
BP
80.68%
Renew
IE
71.69%
Sayl
AV
54.63%
Setu
RY
52.75%
Textiles
K
80.68%
78.89%
Thrive Portfolio
ZZ, Z3
58.42%
58.41%
Tu Laterals
UL
69.60%
68.46%
Tu Pedestals
UP
71.59%
70.00%
Tu Storage
US
69.60%
68.46%
Tu Wood Cases
UW
69.60%
Verus
PI
54.63%
58.82%
SERIAL 220165-IGA
GDM Labor & Parts
Service
Rate
Design Services, Regular Hours
$55.00
Design Services, After Hours
$55.00
Installation Services, Regular Hours
$40.00
Installation Services, After Hours
$60.00
Project Management, Regular Hours
$55.00
Project Management, After Hours
$82.50
Mfg
Part Number
Part Description
Price
COPPERST
Concrete Anchor
Wall-dog anchor (Logic Reach and Connectrac
installations)
$0.16
GDM
Shim-AO/ETHO
Shim - XX Series, 2" Wide, 3/4" Deep, XX High, XX
Finish
$28.00
GDM
Shim-Canvas
Shim - Canvas Series, 2" Wide, 1-1/8" Deep, XX High,
XX Finish
$28.00
GDM
Shim-CUSTOM
Shim - XX Series, XX Wide, XX Deep, XX High, XX
Finish
$28.00
HOMEDEPO
Gusset Kit
Modesty Gusset Kit - 2 Gussets and 1 2' length of L
channel
$16.00
SVCPART
21HWS-019
3/16 S Hollow Wall Anchor #2111
$1.00
SVCPART
Cleat
Tackboard cleat
$2.00
SVCPART
Concrete Tog
Wall Fasteners for concrete wall
$0.90
SVCPART
Double Stick Foam
Lineal foot of Wide Foam Double Stick Tape, approx 1
1/2" wide.
$1.00
SVCPART
EZ Anchor
Wall Fasteners for sheetrock or drywall (Light-weight
application only)
$0.75
SVCPART
Lg L Bracket
Large "L" bracket, 3" long, includes mounting hardware
$2.00
SVCPART
Library Clip
Library Clip
$1.50
SVCPART
Sm L Bracket
Small "L" bracket, 2" long, includes mounting hardware
$1.50
SVCPART
Tog
Wall Fasteners for sheetrock or drywall
$0.75
CLEAN
Clean-2Seat Sofa
Vacuum and clean two seat sofa
$15.00
CLEAN
Clean-3Seat Sofa
Vacuum and clean three seat sofa
$30.00
CLEAN
Clean-Bench
Vacuum and clean bench
$8.00
CLEAN
Clean-Components
Vacuum and clean
$5.00
CLEAN
Clean-Lounge Chair
Vacuum and clean lounge chairs
$14.00
CLEAN
Clean-Minimum Fee
Minimum Service Fee
$225.00
CLEAN
Clean-Panel<67"H
Vacuum and clean panel per side (less than 67"H)
$4.50
CLEAN
Clean-Panel>67"H
Vacuum and clean panel per side (greater than 67"H)
$6.50
CLEAN
Clean-Recliner
Vacuum and clean recliners
$14.00
CLEAN
Clean-Side Chair
Vacuum and clean side chairs
$6.00
CLEAN
Clean-Station<67"H
Vacuum and clean workstation (less than 67"H)
$80.00
CLEAN
Clean-Station>67"H
Vacuum and clean workstation (greater than 67"H)
$90.00
CLEAN
Clean-Task Chair
Vacuum and clean task chairs
$9.00
CLEAN
Clean-Trip Charge
Trip charge - Local
$86.00
REFURB
Cut-2-way
Cut down 2 way
$43.00
REFURB
Cut-3-way
Cut down 3 way
$52.00
SERIAL 220165-IGA
REFURB
Cut-4-way
Cut down 4 way
$60.00
REFURB
Cut-AO-1
Perform one AO, Prospect or Canvas cut and re-edge
band
$65.00
REFURB
Cut-AO-2
Perform two AO, Prospect or Canvas cut and re-edge
band
$86.00
REFURB
Cut-AO2 Finished
End
Cut AO2 finished end
$26.00
REFURB
Cut-Custom
Custom cut worksurface
Quoted
REFURB
Cut-Draw rod
Cut down draw rod
$26.00
REFURB
Cut-Etho-1
Perform one Etho cut and re-T-Mold
$75.00
REFURB
Cut-Etho-2
Perform two Etho cut and re-T-Mold
$95.00
REFURB
Cut-Stiffener
Cut stiffiner
$13.00
REFURB
Cut-Wall Start
Cut wall start
$26.00
REFURB
Cut-Wall Strip
Cut wall strip
$13.00
REFURB
Grommet
Labor and material for a 2" or 3" Grommet [indicate
White or Black]
$43.00
REFURB
Grommet - Custom
Custom Grommet
Quoted
REFURB
Grommet-Rectangle
Labor and material for a 4-7/8" or 5-1/4" Rectangle
Grommet - Black
$50.00
REFURB
Modify Panel
Modify Height on Acoustical Panel (old style metal
facing), Action Office
$260.00
REFURB
Modify Panel
Modify Width on Acoustical Panel (old style metal facing,
Action Office
$260.00
REFURB
Modify Panel - Height
Modify Height on Acoustical Panel (new style), Action
Office
$95.00
REFURB
Modify Panel - Height
Modify Height on Fabric Panel, Action Office
$100.00
REFURB
Modify Panel - Width
Modify Width on Fabric Panel, Action Office
$125.00
REFURB
Modify Panel - Width
Modify Width on Acoustical Panel (new style), Action
Office
$136.00
REFURB
Modify Panel-Per
Side
Refabric Action Office Panel Per Side
$65.00
REFURB
Modify Panel-Per
Side
Refabric Prospect Panel Per Side
$70.00
REFURB
Refabric-Flipper
Refabric Action Office Flipper Door with Sock
$43.00
REFURB
Refabric-Flipper
Refabric Flipper Door with Fabric (instead of sock)
$65.00
REFURB
Refabric-Tile
Refabric Ethospace Tile
$65.00
REFURB
Replace Edge
Banding
Replace T-Molding or Edge Banding per Linear Ft
$2.75
REFURB
TB-Cut Down
Cut down tackboard, Action Office
$43.00
REFURB
TB-Refabric
Refabric tackboard, Action Office
$43.00
SERIAL 220165-IGA
EXHIBIT B
SCOPE OF WORK (Subject to Change)
1.0
INTENT:
The intent of the Contract is to provide new furniture, design, procurement, installation services and
any other related services for nineteen (21) 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
Central Courts 12th Floor-Phoenix:
Furniture budget of $163K
Expected Install in April 2022
2.1.2
MCSO- Avondale Substation:
Furniture budget estimate of $416K
Expected Install in April 2022
2.1.3
Treasurer Expansion-Phoenix:
Furniture budget estimate of $493K
Expected Install in May 2022
2.1.4
MCDOT -Refresh Durango
Furniture budget estimated at $1,090M
Expected Install in June 2022
2.1.5
Public Health Expansion 2nd Floor-Phoenix:
Furniture budget of $558K
Expected Install in June 2022
2.1.6
Public Health-Glendale WIC:
Furniture budget estimate of $280K
Expected Install in June 2022
2.1.7
Flood Control SW Service Yard-Buckeye:
Furniture budget estimated at $29K
Expected Install in December 2022
2.1.8
MIHS Maryvale-Phoenix:
Furniture budget of $47K
Expected Install in December 2022
2.1.9
Public Health Building-Goodyear
Furniture Budget Estimate $471K
Expected Install in January 2023
2.1.10
Southeast Consolidated Justice Center-Mesa:
Furniture Budget estimate of $757K
Expected Install in February 2023
2.1.11
Central Courts 11th Floor-Phoenix:
Furniture budget of $65K
Expected Install in April 2023
2.1.12
MCSO-District 3 Substation-Surprise:
Furniture budget estimate of $393K
Expected Install in May 2023
SERIAL 220165-IGA
2.1.13
Animal Care & Control-Mesa:
Furniture budget estimate of $133K
Expected Install in June 2023
2.1.14
MCDOT Buckeye Equipment Services
Furniture Budget Estimate $10K
Expected Install in October 2023
2.1.15
Recorders & Election Office-Phoenix:
Furniture Budget estimate of $786K
Expected Install in December 2023
2.1.16
MCSO SWAT K9-Durango:
Furniture budget estimate of $472K
Expected Install in January 2024
2.1.17
Central Courts 10th Floor-Phoenix:
Furniture budget of $66K
Expected Install in April 2024
2.1.18
Emergency Management-Gilbert:
Furniture Budget of $661K
Expected Install in 2024 (Month TBD)
2.1.19
MCSO Warehouse-Durango:
Furniture budget estimate of $158K
Expected Install in January 2025
2.1.20
Central Courts 9th Floor-Phoenix:
Furniture budget of $65K
Expected Install in April 2025
2.1.21
Central Courts 8th Floor-Phoenix:
Furniture budget of $65K
Expected Install in April 2026
Product Total-$4,041,395.77
Sales Tax-$347,560.04
Design & Install-$1,577,704.70
Contingency-$596,666.05
Total-$6,563,326.56
SERIAL 220165-IGA
Herman Miller Contract-Exhibit-C
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 401 W Jefferson St,
Phoenix, AZ, 85003 USA
(Buyer)
12/8/2021
Effective Date
12/29/2022
Expiration Date
P5768.A.000
Agreement Number
P5768.A.000
Page 1 of 9 November 11, 2021
CONFIDENTIAL
SERIAL 220165-IGA
Table of Contents
Project Pricing Agreement
between
Herman Miller, Inc.
and
Maricopa County
1.
Scope of Agreement
2.
Term of the Agreement
3.
Price List
4.
Service Terms
5.
Order Procedures
6.
Order Changes and Cancellations
7.
Packaging, Shipping and Returns
8.
Invoicing and Payment
9.
Leasing
10.
Warranty
11.
Protection of Parties
12.
Miscellaneous
Discount Schedule
I. Discounts
II. Additional Pricing Information
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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”), 401 W Jefferson St,, ,
Phoenix, AZ, 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
Discounts are applicable to purchases for Buyer’s Project locations only. Based upon Buyer’s
commitment to procure the Seller’s workstations for its Phoenix projects (Central Courts 8th- 12th
Floors, Animal Care & Control, Treasurer Expansion, MCDOT Buckeye Equipment Services,
Southeast Consolidated Justice Center, Public Health Expansion, MCSO Avondale Substation,
Emergency Management, MCSO SWAT K9, MCSO Warehouse, MCSO District 3 Substation,
MIHS Maryvale, Public Health, Glendale WIC, Flood Control SW Service Yard, Recorders &
Elections Office which approximately totals
$3,000,000 Net), Seller agrees to sell Products to Buyer under the terms and at the discounts
specified in this Agreement.
1.2
Services are not included unless Service terms are stated in a separate schedule.
1.3
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 12/29/2022. 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. Price List
3.1
Prices are determined by applying the 11/1/2021 published list pricing for all orders placed against
this Agreement through to 12/29/2022. Prices will be determined by applying the appropriate
discounts to Seller’s 11/1/2021 published list prices when Seller receives Buyer’s completed
purchase order.
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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4. Service Terms
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).
5. Order Procedures
5.1
Buyer may place orders with either Seller or its authorized dealers and must reference this
Agreement number on its written purchase order.
5.2
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.
5.3
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.
5.4
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.
6. 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.
7. Packaging, Shipping, and Returns
7.1
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.
7.2
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.
7.3
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.
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•
Orders placed with Seller’s authorized dealers are governed by the shipping terms mutually agreed
between Buyer and those dealers.
•
For orders placed directly with Seller:
•
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.
•
Products may be returned only with Seller’s prior written approval and such approval will not be
unreasonably withheld.
8. Invoicing and Payment
8.1
Orders placed with Seller’s dealers are governed by the payment terms mutually agreed between
Buyer and each dealer.
8.2
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.
8.3
Except for taxes measured by Seller’s net income, Buyer is responsible for any local or state
sales, use, surtaxes, 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.
9. Leasing
9.1
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.
9.2
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.
10. Warranty
10.1 Seller provides the warranties for its Products that are set forth in the applicable URL below,
which may be updated from time to time by Seller. The Parties agree that the terms of the
applicable warranty that was published by Seller at the time that an order was placed will
govern any warranty claim for the affected product
https://www.hermanmiller.com/en_gb/customer-service/warranty-and-service/.
10.2 TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
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PURPOSE, ARE LIMITED IN DURATION TO THE DURATION OF THE WRITTEN
WARRANTIES LISTED IN THE WARRANTY ATTACHMENT.
11. Protection of the Parties
11.1
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 and expense. Seller reserves the right
to substitute or modify Products so that they become noninfringing but remain functionally
equivalent.
11.2
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.
11.3
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.
11.4
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.
11.5
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.
12. Miscellaneous
12.1 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. In addition, if the party seeking to provide
notice has an effective email for the principal contact under this Agreement, notice may be
delivered via email and legally effective if it is confirmed as received or acknowledged by the
other party. Any party delivering notice via email shall also deliver an original (hard copy) in a
timely manner, provided, however, the failure to deliver such hard copy shall not affect the validity
of an acknowledged email notice.
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12.1
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.
12.2
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.
12.3
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 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.
12.4
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.
To acknowledge agreement, the parties’ duly authorized officers have signed below:
Herman Miller, Inc.
Maricopa County
Name
Name
Print Name
Print Name
Title
Title
Date Signed
Date Signed
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Discount Schedule
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I. Discounts
The discounts applicable to standard Products are:
Products
Single
Order
List
Product
Only Discount
Systems Products
Action Office® 1 & AO2 Panels
78.89%
Action Office® 2 Components
78.89%
Canvas Office Landscape® Private Office
71.58%
Canvas Wall
71.58%
Freestanding Products
Eames® Conference & Dining Tables
70.45%
Everywhere™ Tables
69.31%
Layout Studio®
53.01%
Filing/Storage Products
Tu® Laterals
68.46%
Tu® Pedestals
70.00%
Tu® Storage
68.46%
Seating Products
Caper® Chair
55.68%
Verus
58.82%
Clinical Products
Co/Struc®
47.90%
Herman Miller for Healthcare Action Lab
46.68%
Ancillary
Accessories
78.89%
C-Style Overhead Storage
75.56%
Energy Distribution System
76.67%
Generic
78.89%
Lighting
78.89%
Textiles
78.89%
Thrive® Ergonomic Portfolio
58.41%
Thrive® Global - Ubi Work Tools
58.41%
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II. Additional Pricing Information
12
Additional product lines may be added according to the price and applicable
discounts mutually agreed upon by the parties.
13
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).
14
“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.
15
Pricing for nonstandard Products is subject to separate negotiation.
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