Office Products Nationwide ~ C210043 CITY OF TIGARD-CONTRACT SUMMARY FORM
Contract Overview
Contract/Amendment Number: C210043 Amd 1
Contract Start Date: 12/1 20 Contract End Date: 11 29 23
Contract Title: RFM Preferred Seating
Contractor Name: Office Products Nationwide
Contract Manager:Tustin James
Department: Facilities
Contract Costs
Original Contract Amount: $15,000 annually
Total All Previous Amendments: 0
Total of this Amendment: 0
Total Contract Amount: $15,000 annually
Procurement Authority
Contract Type: Cooperative Agreement
Procurement Type: PCR 10.075 Contract Amendments
Solicitation Number:
LCRB Date:
Account String: Fund-Division-Account Work Order—Activit:1=e Amount
FY N/A
FY
FY
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments:This is a citywide agreement and encumbered per department when a PO is issued. The state
price agreement has new pricing,
CITY of TIGARD,OREGON
AMENDMENT To CONTRACT
C210043
AMENDMENT#1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and Office Products Nationwide,an authorized dealer of RFM Preferred Seating, hereinafter referred to
as Contractor,entered into on the 1 st day of December,2020, is hereby amended as follows:
1. Incorporation of State of Oregon Price Agreement#8313 Amendment#2.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD OFFICE PROD CTS NATI NWIDE
Signature gn Signature
Steve Rymer
e�;04
Printed Name Prin d Name
03/01/2021
Date Date
AMENDMENT#2 to
PRICE AGREEMENT#8313
1. This is Amendment No.2 to Price Agreement#8313 as amended from time to time,the"Price
Agreement")dated November 28,2018 between the State of Oregon,acting by and through Its
Department of Administrative Services, Enterprise Goods and Services, Procurement Services,
hereafter called"DAS PS"or"State"and Reimers Furniture Mfg.,Inc.,dba RFM Seating,hereafter
called"Contractor".This Amendment is effective on the date it has been signed by every party and
approved in accordance with applicable law.
2. The Price Agreement is hereby amended as follows:
a. Exhibit A as replaced in Amendment 1 is deleted and replaced in its entirety with Exhibit A
Revision 2,effective March 1,2021.
b. Exhibit A-1(Non-Catalog Pricing) is incorporated into the Price Agreement and Is effective
March 1,2021.
3. Except as expressly amended above,all other terms and conditions of the Contract are still in
full force and effect. Contractor certifies that the representations,warranties and certifications
contained in the Contract are true and correct as of the effective date of this Amendment and with
the same effect as though made at the time of this Amendment.
4. Certification:The individual signing on behalf of Contractor hereby certifies under penalty of
perjury: (a)the number shown on this form is Contractor's correct taxpayer identification; (b)
Contractor Is not subject to backup withholding because (i)Contractor is exempt from backup
withholding,(II)Contractor has not been notified by the IRS that Contractor is subject to backup
withholding as a result of a failure to report all interest or dividends,or(iii)the IRS has notified
Contractor that Contractor is no longer subject to backup withholding; (c)s/he is authorized to act
on behalf of Contractor,s/he has authority and knowledge regarding Contractor's payment of
taxes, and to the best of her/his knowledge,for a period of no fewer than six calendar years
preceding the Effective Date of this Amendment,Contractor has faithfully has complied with and is
not in violation of:(0 all tax laws of this state,including but not limited to ORS 305.620 and ORS
chapters 316,317,and 318;(ii) any tax provisions imposed by a political subdivision of this state
that applied to Contractor,to Contractor's property, operations, receipts,or income,or to
Contractor's performance of or compensation for any work performed by Contractor;(iii) any tax
provisions imposed by a political subdivision of this state that applied to Contractor, or to goods,
services,or property,whether tangible or intangible, provided by Contractor; and (iv) any rules,
regulations,charter provisions,or ordinances that Implemented or enforced any of the foregoing
tax laws or provisions;and;(d)Contractor is an independent contractor as defined in ORS 670.600;
and (e)the supplied Contractor data Is true and accurate.
Page 1 of 2
Approval Signatures:
RFM Seating:
/y 7 9
Signature: Ir JLC-( -z.'C: kDate:
Printed Name,Title::]kL� r�
' ,W {CaSLVd rlt,. �l `14.S� IYYlf✓4, 1Ul u. dalLct�
Federal Tax ID: 18 •n7(, X1 7 5 N
The State of Oregon,acting by and through Its Department of Administrative Services,Enterprise Goods
and Services,Procurement Services
Signature: _ Date: 2[18(2021
Printed Name,Title:Keri Ashford,State Procurement Analyst
Approved for Legal Sufficiency pursuant to ORS 291.047 and OAR 137-045-0330: !/A
Page 2 of 2
Exhibit A
Goods
Revision 2
All office seating within the categories listed below is available under this Price Agreement:
• Small Ergonomic Chairs
• Medium Ergonomic Chairs
• Large Ergonomic Chairs
• Mesh Ergonomic Chairs
• Guest and Lobby Chairs
• Conference Room Chairs (including Foldable/Stackable)
• Multi-Shift Chairs
• Big and Tall Ergonomic Chairs
• Stationary and Height-adjustable Stools
Catalog pricing is listed in the supplier's online catalog at
httP://stateoforegon rfmseatine com/wp-content/uploads/2021/02/RFM21State of OR Pricer
rev2-14-21 pdf.
Non-Catalog pricing is listed in Exhibit A-1.
Pricing includes delivery and installation.
Exhibit A-1
Non-fatal PI n
OEM ARM B C D E F G L
3104-3204 Armless 374.55 387.20 405.35 430.10 463.65 517.00 621.50
3105-3205 Armless 413.05 425.70 443.85 468.60 502.15 555.50 660.00
3108-3208 Armless 465.85 478.50 498.65 521.40 554.95 608.30 712.80
31101432014 Armless 413.05 425.70 443.85 466.60 502.15 555.50 660.00
N8310-NS320 Armless 399.30 411.95 430.10 454.85 488.40 541.75 646.25
3124-3224 Armless 394.90 407.55 425.70 450.45 484.00 537.35 641.85
3125-3225 Armless 433.40 446.05 464.20 488.95 522.50 575.85 680.35
3128-3228 Armless 486.20 498.85 517.00 541.75 575.30 628.65 733.15
3121432214 Armless 433.40 446.05 464.20 488.95 522.50 575.85 680.35
NS312-NS322 Armless 419.65 432.30 450.45 475.20 508.75 562.10 666.60
3154-3254 Armless 548.35 584.65 586.30 621.50 666.80 735.90 855.80
3155-3255 Armless 586.85 603.35 624.80 660.00 705.10 774.40 894.30
3158-3258 Armless 639.65 656.15 677.80 712.80 757.90 827.20 947.10
31514-32514 Armless 586.85 603.35 624.80 660.00 705.10 774.40 894.30
N5315-NS325 Armless 573.10 589.60 611.05 646.25 691.35. 760.65 880.55
3194-3294 Armless 550.55 567.05 588.50 623.70 668.80 738.10 858.00
3195-3295 Armless 589.05 605.55 627.00 662.20 767.30 776.60 896.50
3198.3298 Armless 641.85 658.35 679.80 715.00 760.10 829.40 949.30
31914-32914 Armless 589.05 605.55 627.00 662.20 707.30 776.60 896.50
NS319-NS329 Armless 575.30 591.80 613.25 646.45 693.55 762.85 882.75
STOOLS
3103-37200 Armless 432.30 444.95 463.10 487.85 521.40 574.75 679.25
31033-37200 Armless 470.80 483.45 501.60 528.35 559.90 813.25 717.75
3123-37200 Armless 452.65 465.30 483.45 508.20 541.75 595.10 699.60
31233-37200 Armless 491.15 503.80 521.95 546.70 580.25 633.60 738.1(
Meo Arm Grade B Grade C Grade D Grade E Grade F Grade G Grade L
3435 Armless 463.10 475.75 493.90 518.65 552.20 605.55 710.05
3438 Armless 515.90 528.55 546.70 571.45 605.00 658.35 762.85
34314 Armless 463.10 475.75 493.90 518.65 552.20 605.55 710.05
NS343 Armless 449.35 462.00 480.15 504.90 538.45 591.80 696.30
STOOLS
34333-37200 Armless 520.85 533.50 551.65 576.40 609.95 663.30 767.80
BT
BT31 Armless 567.60 580.25 598.40 623.15 656.70 710.05 814.55
BT32 Armless 581.35 594.00 612.15 836.90 670.45 723.80 828.30
Member's Only Arm B C D E F G L
3735 Armless 370.15 362.80 400.95 425.70 459.25 512.60 617.10
3737 Armless 356.40 369.05 387.20 411.95 445.50 498.85 603.35
3738 Armless 422.95 435.60 453.75 478.50 512.05 565.40 669.90
37314 Armless 370.15 382.80400.95 425.70 459.25 512.60 617.10
Rogue Arm B C(COM) D E COL) F G L
3814 Armless 516.45 529.10 5 572.00 605.55 658.90 763.40
3815 Armless 554.95 567.60 585.7 547.25 610.50 644.05 897.40 601.90
3818 Armless 607.75 620.40 638.55 663.30 696.85 750.20 854.70
38114 Armless 554.95 567.60 585.75 610.50 644.05 697.40 801.90
NS381 Armless 541.20 553.85 572.00 596.75 630.30 683.85 788.15
3824 Armless 546.15 558.80 576.95 601.70 635.25 688.60 793.10
3825 Armless 584 72
.65 597.30 815.45 640.20 673.75 7.10 831.60
3828 Armless 637.45 650.10 668.25 693.00 726.55 779.90 884.40
36214 Armless 584.85 597.30 815.45 640.20 673.75 727.10 831.80
NS382 Armless 570.90 583.55 601.70 626.45 660.00 713.35 817.85
3894 Armless 680.35 696.85 718.30 753.50 798.60 867.90 987.80
3895 Armless 718.85 735.35 758.80 792.00 837.10 908.40 1026.30
3898 Armless 771.65 788.15 80960F8448 889.90 959.20 1079.10
Page 1 of 4
Exhibit A-1
Non-Catalog Pricing
38914 Armless 1 718.85 1 735.35 1 756.80 1 792.00 1 837.10 1 906.40 1 1026.30
NS389 I Armless 1 705.10 1 721.80 1 743.05 1 778.25 1 823.35 1 692.65 1 1012.55
Page 2 of 4
Exhibit A-1
Non-Catalo Pricing
STOOLS
3813-37200 Armless 574.20 586.85 605.00 629.75 663.30 716.65 821.15
38133-37200 Armless 612.70 625.35 643.50 668.25 701.80 755.15 659.65
3823-37200 Armless 603.90 618.55 634.70 659.45 893.00 746.35 850.85
38233-37200 Armless 642.40 655.05 673.20 697.95 731.50 784.85 889.35
Protask Arm B C D E F G L
5854 Armless 407.55 420.20 438.35 463.10 496.65 550.00 654.50
5855 Armless 446.05 458.70 476.85 501.60 535.15 588.50 693.00
5858 Armless 498.85 511.50 529.65 554.40 587.95 641.30 745.80
58514 Armless 446.05 456.70 476.85 501.60 535.15 588.50 693.00
STOOLS Armless 432.30 444.95 463.10 487.85 521.40 574.75 679.25
5853-37200 Armless 465.30 477.95 496.10 520.85 554.40 607.75 712.25
58533-37200 Armless 503.80 516.45 534.80 559.35 592.90 846.25 750.75
BT
BT53 Armless 550.55 563.20 581.35 606.10 639.65 693.00 797.50
BT54 Armless 564.30 576,95 595.10 619.85 653.40 706.75 811.25
Monterey Arm B C COM) D E COL F G L
7905 Armless 579.15 591.80 609.95 634.70 668.25 721.60 826.10
7908 Armless 631.95 644.60 662.75 667.50 721.05 774.40 878.90
79014 Armless 579.15 591.80 609.95 634.70 666.25 721.60 826.10
NS790 Armless 565.40 578.05 596.20 620.95 654.50 707.85 812.35
7925 Arnless 802.25 614.90 633.05 657.80 691.35 744.70 849.20
7928 Arnless 655.05 667.70 685.85 710.60 744.15 797.50 902.00
79214 Armless 602.25 614.90 633.05 857.80 691.35 744.70 849.20
NS792 Armless 588.50 601.15 619.30 644.05 677.60 730.95 835.45
7995 Armless 781.00 797.50 818.95 854.15 899.25 968.55 1088.45
7998 Armless 833.80 850.30 871.75 906.95 952.05 1021.35 1141.25
79914 Armless781.00 797.50 818.95 854.15 889.25 866.55 1088.45
NS799 Armless 767.25 783.75 805.20 840.40 885.50 954.80 1074.70
PDX Arm BP
COM) D E(COL F G L
.35 418.00
8816 Armless 405436.15 460.90 494.45 547.80 652.30
8617 Armless 418.00 430.65 448.80 473.55 507.10 560.45 664.95
8826 Armless 405.35 418.00 436.15 460.90 494.45 547.80 652.30
8828 Armless 418.00 430.85 448.80 473.55 507.10 560.45 664.95
8837 Armless 399.30 411.95 430.10 454.85 488.40 541.75 646.25
8838 Armless 450.45 463.10 481.25 506.00 539.55 592.90 697.40
8847 Armless 415.25 427.90 448.05 470.80 504.35 557.70 662.20
8648 Armless 450.45 463.10 481.25 506.00 539.55 592.90 697.40
Solutions Arm B C D E F G L
8934 Armless 476.30 488.95 507.10 531.85 565.40 618.75 723.25
8935 Armless 514.80 527.45 545.60 570.35 603.90 657.25 761.75
8938 Armless 567.60 580.25 598.40 623.15 656.70 710.05 814.55
89314 Armless 514.80 527.45 545.60 570.35 603.90 657.25 761.75
WS-893 Armless 501.05 513.70 531.85 556.60 590.15 643.50 748.00
8944 Armless 443.85 456.50 474.65 499.40 532.95 586.30 690.80
8945 Armless 482.35 495.00 513.15 537.90 571.45 624.80 729.30
8948 Armless 535.15 547.80 565.95 590.70 624.25 877.60 782.10
89414 Armless 482.35 495.00 513.15 537.90 571.45 624.80 729.30
NS894 Armless 468.60 481.25 499.40 524.15 557.70 611.05 715.55
8954 Armless 446.60 459.25 477.40 502.15 535.70 589.05 693.55
8955 Armless 485.10 497.75 515.90 540.65 574.20 627.55 732.05
8958 Armless 537.90 550.55 568.70 593.45 627.00 680.35 784.85
89514 Armless 485.10 497.75 515.90 540.65 574.20 627.55 732.05
NS895 Armless 471.35 484.00 502.15 526.90 560.45 613.80 718.30
Page 3 of 4
Exhibit A-1
Non-Catalog Prlcln
8964 Armless 487.30 499.95 518.10 542.85 576.40 629.75 734.25
8965 Armless 525.80 538.45 556.60 581.35 614.90 668.25 772.75
8968 Armless 578.60 591.25 609.40 634.15 667.70 721.05 825.55
89614 Armless 525.80 538.45 556.60 581.35 614.90 668.25 772.75
NS896 Armless 512.05 524.70 542.85 567.60 601.15 654.50 759.00
8974 Armless 495.00 507.65 525.60 550.55 584.10 637.45 741.95
8975 Armless 533.50 546.15 564.30 589.05 622.60 675.95 780.45
8978 Armless 586.30 598.95 617.10 641.85 675.40 728.75 833.25
89714 Armless 533.50 546.15 564.30 589.05 822.60 675.95 780.45
NS897 Armless 519.75 532.40 550.55 575.30 608.85 662.20 766.70
8984 Armless 520.30 532.95 551.10 575.85 609.40 662.75 767.25
8985 Armless 558.80 571.45 589.60 814.35 647.90 701.25 805.75
8988 Armless 611.60 624.25 642.40 667.15 700.70 754.05 858.55
89814 Armless 558.80 571.45 589.60 614.35 647.90 701.25 805.75
NS898 Armless 545.05 557,70 575.85 600.60 634.15 687.50 792.00
8901 158.40 162.25 167.75 174.90 183.70 201.85 233.20
8902 169.95 173.60 179.30 186.45 195.25 213.40 244.75
2417 Am B C D E F G L
9096 Armless 701.25 713.90 732.05 756.80 790.35 843.70948.20
90950 Armless 693.00 705.85 723.80 748.55 782.10 835.45 939.95
9106 Armless 729.30 741.95 760.10 784.85 818.40 871.75 976.25
91050 Armless 721.05 733.70 751.85 776.60 810.15 863.60 968.00
911Armless 758.45 771.10 789.25 814.00 847.55 900.90 1005.40
91155 0 Armless 750.20 762.85 781.00 805.75 839.30 892.65 997.15
9186 Armless 900.90 917.40 938.85 974.05 1019.15 1088.45 1208.35
91850 Armless -89-265--g-0-9-15--93o-6o 965.80 1010.90 1060.20 1200.10
9196 Armless 933.35 949.85 971.30 1006.50 1051.60 1120.90 1240.80
91950 Armless 825.10 941.60 963.05 998.25 1043.35 1112.65 1232.55
Stools B C D E F G L
1900ST 205.15 213.40 223.30 237.60 259.05 290.95 343.75
2000ST 413.60 421.85 431.75 446.05 467.50 499.40 552.20
Page 4 of 4
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUSTACCOMPANYEVERY CONTRACT
Contract Title: RFM Preferred Seating-OPNW Number: C210043
Contractor: Office Products Nationwide Contract Total: $15,000 annually
Contract Overview: Standarize chairs for City. Purchases will be made through PO only. There are two
contracts for the same services.
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ❑ Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager:Tustin James Ext: 2589 Department: Facilities
Type: ❑ Personal Svc ❑ Professional Svc ❑ Public Imp ❑ General Svc ® Coop Purchase
❑ Other: Start Date: 12/1/2020_End Date: 11/29/2023
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Harris Work Systems, Inc
OPNW
Account String: Fund-Division-Account Work Order—Activit3:T3:12e Amount
FY Will not encumber PO's will be issued
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
CITY OF'TIGARD PARTICIPATING AGREEMENT# C210043
STATE OF OREGON AND THE OREGON COOPERATIVE PURCHASING PROGRAM
(ORCPP)
ORCPP AGREEMENT#PA8313
Office Products Nationwide
Attn: Gary Phillips
12600 SW 68d Ave
Tigard,OR 97223
RE: RFM Preferred Seating Cooperative Purchase
THIS AGREEMENT entered into between the City of Tigard,a municipal corporation of the State of Oregon,
hereinafter called City, and Office Products Nationwide, an authorized dealer of RFM Preferred Seating,
hereinafter called Contractor,collectively hereinafter called the"Parties."
SPECIFICATIONS FOR GOODS: Contractor provides goods for the City of Tigard as described in the
State of Oregon Agreement#PA8313.
EFFECTIVE DATE AND DURATION: The initial term of this Agreement shall begin on December
1,2020 and expires on November 29,2023 unless terminated sooner as provided herein.
CONSIDERATION: The City agrees to pay Contractor a sum not to exceed Fifteen Thousand Five
Hundred and No/100 dollars ($15,500.00) annually for receipt and acceptance of the Goods in accordance
with the schedule identified in current price agreement between the State of Oregon and RFM Preferred
Seating, of the State of Oregon Agreement #PA8313 as identified in Attachment B. Unit price payments
are made to Contractor by the City on a per order basis for the total Product delivered to the City's specified
location and accepted by the City not more than monthly. Acceptance occurs when the City authorizes
payment of the invoice. Unit prices will be exclusive of any sales,purchaser,Corporate Tax,or consumer tax.
Tax exemption certificates can be furnished to Contractor upon request.
INSURANCE: Contractor and its subcontractors must maintain insurance acceptable to the City in full
force and effect through the terrn of this Agreement. Such insurance must cover risks arising directly or
indirectly out of Contractor's activities or work hereunder,including the operations of its subcontractors of
any tier.
Additional_Insured Provisions: All required insurance policies other than Workers' Compensation and
Professional Liability, must name the City its officers, employees, agents and representatives as additional
insureds with respect to this Agreement.
Certificates of Insurance- Prior to full execution of this Agreement,contractor will famish the City with the
required Certificate of Insurance referencing this Agreement by number,if known, coverage dates,amount,
and type of insurance required by this Agreement,
City of Tigard Participating Agreement# PA8313 Page 1 of
3
BUSINESS LICENSE: Prior to execution of any performance under this Agreement, contractor must
obtain a City of Tigard Business License.
NUN-DISCRIMINATION: Contractor will comply with all federal, state, and local laws, codes,
regulations, and ordinances applicable to the provision of services under this Agreement,including,without
limitation:
Title VI of the Civil Rights Act of 1964; Section V of the Rehabilitation Act of 1973;The Americans with
Disabilities Act of 1990,as amended by the ADA Amendments Act(ADAAA)of 2008(Pub L No 101-336);
and DRS 659A.142, including all amendments of an regulations and administrative rules, and all other
applicable requirements of federal and state civil rights and rehabilitation statutes,rales and regulations.
DELIVERY: AD goods shall be FOB delivered to the City of Tigard,as specified on the purchase order.
RESTRICTIONS: Austin James, Facilities Supervisor will authorize all purchases made against this
agreement.
Attached: State of Oregon Price Agreement
CCTV OF TIGARD OFFICE PR DUCTS NATIONWIDE
i
i
Signatu Signadire Q/}
682
Printed Name Print ame
Date Date
City of Tigard Participating Agreement# PA8313 Page 2 of
3
EXHIBIT A
SCOPE OF SERVICES
Contractor will provide RFM Chairs as outlined in a cooperative purchase agreement through the State of
Oregon#8313. The City of Tigard is standardizing all city purchased chairs, all chairs purchased will need to
be the following:
Chair Specifications:
Office Chairs
RFM 1435 Tech
• 25A Arms
• Seats:
o Petite Seat
o Standard Seat
o Big/Tall (BT12)
• Fabric: Mainframe Truffle
• Mesh Color: Charcoal/black
Conference Room Chairs
RFM 152A Link Nesting chair
• Fabric: Mainframe Truffle, Bay Blue
Rates
Based on the RFM Current State Price Agreement.
Terms
A Purchase Order will be issued for each order. No orders are to be made without a purchase order. Any
changes from the standard chair must be approved by the City's Risk Management Department.
City of Tigard Participating Agreement#_PA8313 Page 3 of
3
TECH 1400
W ■ Accommodates up to 300lbs back width
W
■ Meets CAL 117-2013 19"
■ 27" high hub base back
,a ■ 60mm dual casters height
LL 21 J/
/2"
■ Height adjustable,black mesh back
■ Standard seat height approx.range for
c model pictured(floor to top of seat): Moo
2E 18 1/4"to 21 1/2"(with 1101 cylinder) seat width seat depth
a 20 1/4" 19"
OPTIONS See page 1 10-1 1 1 for additional options
Model 14314
MANAGERS HIGH BACK Armless 327.80 336.05 345.95 360.25 381.70 413.60 466.40
Ratchet back,Multi-function 05-control
w/seat slider
1438 Task (COM) (Col)
01A Fold away arm
with vertical and MANAGERS HIGH BACK Armless 380.60 388.85 398.75 413.05 434.50 466.40 519.20
D
horizontal Ratchet back,multi-function 08-control adjustment and w/seat slider,knee tilt
standard 10 pad
109.45
314
0i
08A 3 position
i ._.= Task (com) (Coll
pivot,vertically
and horizontally MANAGERS HIGH BACK Armless 327.80 336.05 345.95 360.25 381.70 413.60 466.40
adjustable arm with Advanced synchro tilt control w/built-in
standard 10 pad seat slider,tilt lock and ratchet back
70.40
0 23A Forward angled
vertically and
horizontally
adjustable arm MANAGERS HIGH BACK Armless 314.05 322.30 332.20 346.50 367.95 399.85 452.65
with 10 pad Enhanced task 07 control and ratchet
68.75 back w/seat slider
25A Vertical
and horizontal
adjustable"T"
arm with standard
10 pad
60.50 y LIST PRICE LIST PRICE
M LIST PRICE
37A 4-way, c 420 X-Small 1200 Small Tractor Mesh Color 27.50
multifunction, 18 1/2 w x 17 d N/C 22 w x 19 3/4 d 27.50
vertical and horizontal a SPECIFY COLOR
® adjustment w/pad. c 422 Small 1300 Medium Tractor White M01
Pads cannot be LU 20 w x 17 3/4 d N/C 22 1/2 w x 20 1/4 d 27.50
N Silver M02
changed. y 429 Large 1500 Deep Tractor Charcoal M03
84.15 21 w x 19 1/2 d N/C 24 1/4 w x 19 3/4 d 82.50 Red M04
a 1100 X-Small Tractor 1900 Tractor
LU
19 3/4 w x 19 3/4 d 27.50 21 w x 19 d N/C Azure/Blue M05
Cappucino/Tan M06
M ■#70P Extra thick,
CD soft arm pad 8.25
I— ■#25F RFoaM 41.25
CD ■#60L Air Lumbar74.25
a ■#70L Air Thoracic74.25
=D ■#68L Air Lumbar
c &Thoracic 118.25
a ■#65HR Articulating
headrest 210.10
72 www.rfmseating.com
Stale of Oregon
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Attachment A
PRICE AGREEMENT
WITH
Reimers Furniture MFG; DBA:RFM Seating
OFFICE SEATING
Price Agreement # PA8313
i
Revised March 29,2012
This Price Agreement("Agreement') is between the State of Oregon, acting by and
through its Department of Administrative Services, Procurement Services office(" DAS
PS") an Reimers Furniture Mfg., Inc. DBA: RFM Seating, an Oregon corporation
("Contractor").
Section 1 —Agreement
1.1 Parties
1.1.1 The only parties to this Agreement are Contractor and DAS PS,
1.1.2 Authorized Purchasers may purchase goods and related services specified
in Exhibit A("Goods")by issuing: i)an ordering instrument that creates
and becomes part of a separate contract("Price Agreement");ii)a DAS PS
approved Purchase Order form as shown in Exhibit B; or iii) an electronic
ordering method when the Authorized Purchaser is using a Small Purchase
Order Transactions System(" SPOTS")Card,each of which results in a
separate contract for Goods ("Contract"). The only parties to Contracts
created by ordering instruments are the applicable Authorized Purchaser
and Contractor. DAS PS is an intended beneficiary of each Contract
created by an ordering instrument.
1.1.3 As used in this Agreement, "Authorized Purchaser"means:
F Any Agency ofthe State of Oregon
Any participant in the Oregon Cooperative Purchasing Program
r ("ORCPP')
1.2 Process
1.2.1 Authorized Purchasers may order Goods during the Term of this
Agreement using an ordering instrument:
a) Authorized Purchasers that are agencies of the State of Oregon may
use either of the following as ordering instruments: i)the DAS PS
approved purchase order form. Exhibit B is a sample DAS PS
approved purchase order form; or ii) an electronic ordering method
when the Authorized Purchaser is using a SPOTS
card. Unless expressly authorized by DAS PS in writing, Contractor
5 shall not accept a different type of ordering instrument from a State
agency.
b) Authorized Purchasers that are not agencies of the State of Oregon
may use their own purchase order forms as ordering instruments.
3037946v13 2
c) To be effective, the ordering instrument must specify all of the
following:
i) Language stating that the ordering instrument is submitted under
this Agreement (and include the Agreement reference number from
the Agreement eoversheet).
ii) The specific Goods and quantity of each item ordered.
iii) The net price.
iv) The requested delivery schedule.
v) The delivery location(s).
vi) The invoicing address.
vii)The Authorized Purchaser's authorized representative and relevant
contact information, including an e-mail address or fax number.
1.2.2 A Contract created by an ordering instrument consists only of the terms
specified or required by this Agreement. Additional, different or
conflicting terms and conditions in any purchase order(s) or any other
form of either an Authorized Purchaser or the Contractor may not vary the
terms of a Contract. Additional, different or conflicting terms and
conditions on a purchase order or other form are of no effect.
1.2.3 Contractor shall accept ordering instruments from Authorized Purchasers
that comply with the provisions of this Agreement until this Agreement
terminates. Contractor may,but is not required to accept an ordering
instrument that requests delivery schedule of less than any minimum lead
time (if any) specified in Exhibit A.
1.2.4 An ordering instrument is deemed accepted by Contractor unless
Contractor rejects an ordering instrument within(51 business days after it is
received. Contractor may reject an ordering instrument: i) using the same
means as were used to deliver the ordering instrument, or ii) by e-mail or
facsimile if that information is evident on the ordering instrument.
Contractor shall specify the reason(s) for rejection.
1.2.5 Accepted ordering instruments establish separate Contracts between the
Authorized Purchaser and Contractor and include the terms set forth in
Sections 2 and 3. As used in the Contracts, "Price Agreement"means this
Agreement.
1.2.6 DAS PS is not obligated or liable under an ordering instrument unless
DAS PS is purchasing Goods as the Authorized Purchaser.
1.2.7 Nothing in this Agreement obligates any Authorized Purchaser to place
any ordering instrument.
1.2.8 Contractor shall reject an ordering instrument ffom any entity that is not
an Authorized Purchaser under this Agreement. Contractor may verify
that Authorized Purchasers are ORCPP participants at the following
3037946v13 3
address: htt ://www.oregpn.gt,,),v/L)A,9/h"GS/DAS
PS/ORCP P/orcppMemberl.,i st.pdf
1:2.9 Contractor shall reject an ordering instrument that does not meet the
requirements of this Agreement.
1.3 Prices
1.3.1 Except as provided in this Section, during the Term of this Agreement,
Contractor shall offer Goods to Authorized Purchasers at prices that do not
exceed the prices listed in Exhibit A.
1.3.2 Contractor and Authorized Purchaser may agree to lower prices for Goods.
Those lower prices apply only to applicable Contracts between Contractor
and Authorized Purchaser.
[13.3 Contractor may request unit price increases from DAS PS no more often
than annually, commencing after the signature and acceptance of the of
the Manufacturer. Contractor must submit a request to the Contract
Administrator in writing at least 60 days before the proposed effective
date of the increase. The request must show all proposed increases by line
item and include supporting documentation acceptable to DAS PS. DAS
PS may require Contractor to provide U.S. Bureau of Labor Statistics
Producer Price Index or Consumer Price Index data or any other relevant
manufacturer or industry data substantiating the increase. DAS PS may
also use the IBIS World. However, a price increase may not produce a
higher profit margin for Contractor than at the beginning of the initial terns
of this Agreement.
1.4 VCAF and VSR
Contractor shall remit to DAS PS a Vendor Collected Administrative Fee(VCAF)
and Volume Sales Reports (VSR)as described in Exhibit C.
exhibit
1.5 Term of Agreement
1.5,1 The initial term of this Agreement begins on the date this Agreement has
been signed by DAS PS and Contractor and all required approvals have
been obtained(the"Effective Date") and ends on the L5 year
anniversary of the Effective Date unless sooner terminated or extended as
provided in this,Agreement. DAS PS has the option to extend this
Agreement for,'_5 ,consecutive one year terms. DAS PS will exercise the
option to extend,if at all,by giving Contractor written notice of such
exercise no later than 30 Uendar days before the expiration of the then-
current term. The initial term and all extension terms are collectively the
i
"Term"of this Agreement.
3037946v13 i' 4
1.5.2 After this Agreement is terminated, Contractor shall not accept new
ordering instruments.
1.5.3 Termination of this Agreement also terminates ordering instruments in
which the Contractor is not legally required to deliver specific quantities
of Goods at specific times. The intent of this paragraph is to terminate
what is commonly known as a blanket purchase order(an order that may
contain detail of the Goods, but actual sale of Goods is made by periodic
releases that specify a date for delivery of specific Goods).
1.5.4 Except as provided in Section 1.5.3, termination of this Agreement does
not terminate any right or obligation of a party to a Contract that is based
on an ordering instrument accepted before termination of this Agreement.
1.5.5 DAS PS may terminate this Agreement upon 30 calendar days written
notice to Contractor for any or no reason.
1.6 Insurance
Contractor shall obtain insurance specified in Exhibit D and shall maintain the
insurance until all Contracts under this Agreement are terminated.
1.7 Miscellaneous
1.7.1 Choice of Law. The laws of the State of Oregon(without giving effect to
its conflicts of law principles)govern all matters arising out of or relating
to this Agreement, including, without limitation, its validity,
interpretation,construction,performance, and enforcement.
1.7.2 Designation of Forum and Consent to Jurisdiction.; Any party bringing a
legal action or proceeding against any other party arising out of or relating
to this Agreement shall bring the legal action or proceeding in the Circuit
Court of the State of Oregon for Marion County. Each party hereby
consents to the exclusive jurisdiction of such court, waives any objection
to venue, and waives any claim that such forum is an inconvenient forum.
1.7.3 Amendments. No amendment of this Agreement is valid unless it is in
writing and signed by the parties.
1.7.4 : Transfer. Contractor shall not assign,delegate or otherwise transfer any of
1A, its rights or obligations under this;Agreement without first obtaining the {
written consent of DAS PS. DAS PS's consent to any subcontract(or
other delegation of duties)does not relieve Contractor of any of its duties
of,obligations under this Agreement. This Agreement is binding upon and
inures-to the benefit of each of the-parties, and, except as,otherwise
provided their permitted legal successors and assigns.
3037946vl3 5
1.7.5 CountgrpgtsL This Agreement may be executed in two or more
counterparts, each of which is an original, and all of which together are
deemed one and the same instrument.Notwithstanding that all parties are
not signatories to the same counterpart.
1.7.6 Force Majeure. Neither party is responsible for delay or default caused by
an unallocated risk such as fire,riot,and acts of God or war, or by any
other cause not within the control of the party whose performance is
interfered with, and,which by the exercise of reasonable diligence,the
party is unable to prevent. DAS PS may terminate this Agreement upon
written notice after determining such delay or default will reasonably
prevent successful performance of this Agreement.
In the event of any such delay, Contractor's obligations are suspended to
the extent of and for the duration of such causes. However, Contractor
shall take all good faith efforts to eliminate the cause of any such delay,
and upon the cessation of such cause, shall resume performance of
Contractor's obligations with all reasonable diligence. If necessary, the
period for performance under this Agreement will be extended to enable
Contractor, once such causes have been removed,to fulfill its obligations
hereunder.
1.7.7 Entire Agreement. This Agreement,together with the attached Exhibits,
constitutes the entire agreement between the parties and merges all prior
and contemporaneous communications with respect to the subject matter.
1.7.8 Notices. Except as otherwise expressly provided in this Agreement, any
communications between the parties, or notices to be given under this
Agreement, are effective only if given in writing by personal delivery,
express courier, facsimile, or United States Postal Service,postage
prepaid, to Contractor or DAS PS at the address or number set forth below
in Sections 4 and 5, or to such other addresses or numbers as either party
may later indicate pursuant to this Section. Any communication or notice
so addressed and mailed is deemed given five (5) days after mailing. Any
communication or notice delivered by facsimile is deemed given on the
day the transmitting machine generates a receipt of a successful
transmission of the notice,if transmission was during normal business
hours, or on the next business day,if transmission was outside normal
business hours. To be effective against DAS PS, any notice transmitted by
facsimile must be confirmed by telephone notice to DAS PS's Contract
Administrator. Any communication or notice given by personal delivery
, or express courier is deemed given immediately upon such delivery,
provided such delivery is made to the person indicated below.
The Contract Administrators are identified in Sections 4 and 5,
respectively.
3037946v13 6
1.7.9 No Third Party Beneficiaries. DAS PS and Contractor are the only parties
to this Agreement and are the only parties entitled to enforce its terms.
Nothing in this Agreement gives, is intended to give, or will be construed
to give or provide, any benefit or right,whether directly, indirectly, or
otherwise,to third persons unless such third persons are individually
identified by name herein and expressly described as intended
beneficiaries of the terms of this Agreement.
1.7.10 Waiver. The failure of DAS PS to enforce any provision of this
Agreement or the waiver of any violation or nonperformance of this
Agreement in one instance does not constitute a waiver by DAS PS of that
or any other provision nor is it a waiver of any subsequent violation or
nonperformance. Such failure to enforce waiver, if made, is effective only
in the specific instance and for the specific purpose given.
1.7.11 Certification of Compliance with Tax Laws. By signature on this
Agreement for Contractor,the undersigned hereby certifies under penalty
of perjury that the undersigned is authorized to act on behalf of Contractor
and that Contractor is, to the best of the undersigned's knowledge, not in
violation of any Oregon Tax Laws. For purposes of this certification,
"Oregon Tax Laws"means a state tax imposed by ORS 320.005 to
320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317,
318, 321 and 323 and the elderly rental assistance program under
ORS 310.630 to 310.706 and local taxes administered by the Department
of Revenue under ORS 305.620.
1.7.12 DAS PS's performance under this Agreement is conditioned upon
Contractor's compliance with the obligations intended for contractors
under ORS 279B.220, 279B.225 (if applicable to this Agreement),
279B.230 and 279B.235 (if applicable to this Agreement), which are
incorporated into this Agreement by reference. Contractor shall, to the
maximum extent economically feasible in the performance of this
Agreement,use recycled paper(as defined in ORS 279A.010(1)(gg)),
recycled PETE products(as defined in ORS 279A.010(1)(hh)),and other
recycled plastic resin products and recycled products(as"recycled product"
is defined in ORS 279A.010(1)(ii)).
1.7.13 Contractor shall retain, maintain, and keep accessible all records relevant
to the this Agreement(the"Records") for a minimum of six (6) years, or
such longer period as may be required by applicable law following
expiration or termination of the Agreement,or until the conclusion of any
audit, controversy or litigation arising out of or related.to the Contract,
whichever date is later. Financial Records will also be kept in accordance
with Generally Accepted Accounting Principles (GAAP). During the
« ry "record-retention period established in this Section, Contractor shall permit
DAS PS and its duly authorized representatives,and the federal
government access to the Records at a reasonable time and place for
purposes of examination and copying.
3037946v13 7
Section 2 —Standard Terms for Contracts Under This Agreement
The provisions of this Sections 2 are incorporated into each Contract created under this
Agreement.
2.1 CONTRACT DOCUMENTS; ORDER OF PRE CL"DENCE: The Contract
consists of the ordering instrument and the provisions in Sections 2 and 3. In the
event of a conflict between the ordering instrument and provisions in Sections 2
and 3, the provisions in Sections 2 and 3 take precedence.
2.2 PAYMENT: Contractor shall look solely to Authorized Purchaser for payment
of all amounts that may be due under this Contract. AUTHORIZED
PURCHASER IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS
CONTRACT. Subject to Authorized Purchaser's acceptance of goods, payment
is due from Authorized Purchaser within 45 calendar days after the date of the
invoice.
2.3 OVERDUE CHARGES: At Contractor's option, it may assess overdue account
charges to Authorized Purchaser up to a maximum rate of two-thirds of one
percent per month(8%per annum). Any overdue payments to Contractor by DAS
PS are subject to ORS 293.462.
2.4 PAYMENT ADDRESS: Payments must be sent to the address specified in the
Contractor's invoice.
2.5 INVOICES: Contractor shall invoice Authorized Purchaser only after delivery
of all Goods ordered. Invoices shall be sent to the address provided by
Authorized Purchaser for that purpose. Contractor shall include all of the
following in its invoice:
2.5.1 Price Agreement number,
2.5.2 Ordering instrument number.
2.5.3 Goods ordered.
2.5.4 Date delivered.
2.5.5 Volume or quantity of Goods delivered.
2.5.6 The price per item of Goods.
2.53 The total`amount invoiced.
E 2.5.8 The address to which payment is to'be sent.
2.6 PRICES: Contractor represents that all prices for Goods under this Contract are
equal to or better than the prices listed in the Price Agreement.
3037946v13 8
2.7 CANCELLATION; INSPECTIONS AND ACCEPTANCE: The Authorized
Purchaser may cancel an order in whole or in part before Goods described in the
cancelled whole or part are delivered. The Authorized Purchaser has ten(10)
calendar days from date of delivery of the entire order within which to inspect and
accept or reject the Goods. If the Goods are rejected,the Authorized Purchaser
shall provide Contractor with written notice of rejection. Notice of rejection
must include itemization of apparent defects, including but not limited to
(i) discrepancies between the Goods and the applicable specifications or
warranties (including variance from demonstrations or sample characteristics
where demonstrations or samples have been provided), or(ii)otherwise
nonconforming Goods (including late delivery). Notice of rejection must also
specify when cure will be allowed.
2.7.1 The Authorized Purchaser may elect to have Contractor deliver substitute
conforming Goods at no additional cost to the Authorized Purchaser. In
such an event, Contractor shall deliver substitute conforming Goods
within 116,calendar days of receipt of notice of rejection.
2.7.2 If the Goods are rejected or acceptance is revoked, Contractor shall refund
all Contract payments that have been made with regard to the rejected
Goods, and shall (at Contractor's sole cost and expense)remove the
Goods within seven(7) calendar days of receiving notice of rejection or
revocation of acceptance.
2.7.3 Nothing contained in Section 2.7 precludes Authorized Purchaser from
other remedies to which it may be entitled upon rejection or revocation of
acceptance.
2.8 REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS:
2.8.1 OFFICER STATUS,INSURANCE: Contractor represents and warrants
that it is not an"officer,""employee," or"agent" of the Authorized
Purchaser, as those terms are used in ORS 30.265. Contractor represents
and warrants that Contractor has obtained and will maintain during the
term of this Contract all insurance required by the Price Agreement.
2.8.2 DEBT: Contractor represents and warrants that Contractor has no
undisclosed liquidated and delinquent debt owed to the State or any
department or agency of the State.
s ,
2.8,:3 NONDISCRIMINATION IN EMPLOYMENT.,Contractor certifies
that Contractor has a written policy and practice that meets the
requirements, described in ORS 279A.112,of preventing sexual
harassment, sexual assault;and discrimination against employees who are
members of a protected class. Contractor agrees, as a material term of this
Contract,to maintain the policy and practice in force during the entire
Contract term.
303794603 9
2.8.4 WARRANTY ON MATERIALS, DESIGN, MANUFACTURE:
Contractor represents and warrants that all Goods are new,unused, current
production models, and are free from defects in materials, design and
manufacture Contractor further represents and warrants that all Goods are
in compliance with and meet or exceed all specifications in Exhibit E to
the Price Agreement.
2.8.5 WARRANTY ON SERVICE STANDARDS: Contractor warrants that
all services required to be performed, if any, shall be performed in a good
and workmanlike manner in accordance with standards prevalent in the
industry.
2.8.6 WARRANTY OF TITLE: Contractor represents and warrants that all
Goods are free and clear of any liens or encumbrances,that Contractor has
full legal title to the Goods, and that no other person or entity has any
right,title or interest in the Goods which is superior to or infringes upon
the rights granted to the Authorized Purchaser under this Contract.
2.8.7 WARRANTY ON SAFETY AND HEALTH REQUIREMENTS:
Contractor represents and warrants that Goods provided under this
Contract comply with all applicable federal health and safety standards,
including but not limited to, Occupational Safety and Health
Administration(OSHA and all Oregon safety and health requirements,
including, but not limited to, those of the Oregon Consumer and Business
Services Department.
2.8.8 MANUFACTURER WARRANTIES: Contractor shall have all
manufacturer warranties covering the Goods and component parts, if any,
transferred to the Authorized Purchaser at time of delivery at no charge.
2.8.9 WARRANTIES CUMULATIVE: The warranties set forth in this
section are in addition to, and not in lieu of, any other warranties provided
in this Contract. All warranties provided in this Contract are cumulative,
and are intended to afford the Authorized Purchaser the broadest warranty
protection available.
2.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS:
2.9.1 Contractor shall comply with all federal, state and local laws,regulations,
`and.ordinances applicable to this Contract as they maybe adopted or
amended from time to time.
2.9.2 STATUTORY TERMS-,"Authorized Purchaser's performance under this '
Contract is conditioned upon,eantraetor's compliance witlT-the obligations t
intended for contractors under ORS 279B.220,279B.225 (if applicable to
this Contract),279B.230 and 279B.235 (if applicable to this Contract),
which are incorporated into this Contract by reference. Contractor shall,
3037946v13 10'
to the maximum extent economically feasible in the performance of this
Contract, use recycled paper(as defined in ORS 279A.010(I)(gg)), recycled
PETI1 products (as defined in ORS 279A.010(1)(hh)), and other recycled
plastic resin products and recycled products (as "recycled product"is
defined in ORS 279A.0I0(1)(ii)).
2.9.3 NONCOMPLIANT GOODS: In the event of a conflict between the
specifications in this Contract and applicable federal or State law, the law
prevails. Contractor shall make any modifications required to achieve
compliance with law. When Contractor is notified or becomes aware of
any required modifications, Contractor shall immediately notify DAS PS
and Authorized Purchaser.
2.9.4 RECALLED GOODS OR COMPONENTS: In the event any Goods or
component parts are recalled by a regulatory body or the manufacturer, or
discovered by Contractor not to be in compliance with the applicable
specifications, Contractor shall immediately notify DAS PS and the
Authorized Purchaser of the recall or non-compliance, and shall provide
copies of the notice or other documentation. Upon notification,
Authorized Purchaser may elect to do any of the following
a) Cancel any portion of the ordering instrument.
b) Reject the Goods. .
c) Revoke its acceptance of the Goods.
d) Require Contractor to complete necessary modifications,where
applicable, in a timely manner, at no charge to the Authorized
Purchaser.
e) Terminate the Contract.
In the event of rejection or revocation of acceptance under this subsection,
Contractor shall promptly remove the Goods at its sole cost and expense,
and reimburse Authorized Purchaser for any payments made.
2.10 FOREIGN CONTRACTOR: If the amount of this exceeds ten thousand
dollars ($10,000), and if Contractor is not domiciled in or registered
to do business in the State, Contractor shall promptly provide to the
Oregon Department of Revenue all information required by that Department
relative to the Contract. Authorized Purchaser may withhold final payment
under this Contract until Contractor has met this requirement.
2.11 MATERIAL SAFETY DATA SHEET: Contractor shall provide the
x%Authorized Purchaser at time of delivery with a Material Safety Data Sheet
(MSDS) as defined by the Occupational Safety and Health Administration
(OSHA)for any Goods provided under the Price-Agreement which may release or
-otherwise result in exposure to a hazardous chemical,under normal conditions of
use. In addition, Contractor must properly label, tag or mark such Goods.
Additionally, Contractor shall deliver EPA labels and MSDS information if
available and as requested by Authorized Purchasers.
3037946v13 11
2.12 TIME IS OF THE ESSENCE: Time is of the essence for performance of
Contractor's performance obligations under this Contract,
2.13 FORCE MA3EURE: Neither Authorized Purchaser nor Contractor shall be held
responsible for delay or default caused by fire, riot, acts of God,war, or any other
cause which is beyond the party's reasonable control. Contractor shall, however,
make all reasonable efforts to remove or eliminate such a cause of delay or default
and shall, upon the cessation of the cause, diligently pursue performance of its
obligations under this Contract. Authorized Purchaser may terminate this
Contract upon written notice to Contractor after reasonably determining that such
delay or default will likely prevent successful performance of the Contract.
2.14 WORKERS COMPENSATION INSURANCE: All employers, including
Contractor,that employ subject workers who work under the Contract in the State
of Oregon shall comply with ORS 656.017 and provide the required workers'
compensation coverage, unless such employers are exempt under
ORS 656.126(2). Contractor shall require and ensure that each of its
subcontractors, if any, complies with these requirements.
2.15 FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: If Authorized
Purchaser is an agency of the State of Oregon,payment obligations under this
Contract are conditioned upon Authorized Purchaser's receiving funding,
appropriations, limitations, allotments, or other expenditure authority sufficient to
allow Authorized Purchaser, in the exercise of its reasonable administrative
discretion,to meet its payment obligations under this Contract. At the time the
ordering instrument was issued, Authorized Purchaser had sufficient funds
available and authorized to make payments under this Contract.
2.16 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR
TAXES AND WITHHOLDING:
2.16.1 Contractor is an independent contractor. Although the Authorized
Purchaser reserves the right(i)to determine(and modify)the delivery
schedule for the Goods and (ii)to evaluate the quality of completed
performance, Authorized Purchaser cannot and will not control the means
or manner of Contractor's performance. Contractor is responsible for
determining the appropriate means and manner of performing any
obligations required by this Contract.
2.16.E Contractor is responsible for all federal and state taxes applicable to
a: campensation or pay'inents paid to Contractor under this Contract and, }`
unless Contractor is subject to backup withholding, Authorized Purchaser
will not withhold from such compensation or payments any amounts)to
cover Contractor's federal or state tax obligations. Contractor is not
eligible for any social security,unemployment insurance or workers'
compensation benefits from compensation or payments paid to Contractor
under this Contract, except as a self-employed individual.
3037946v13 1-12
2.17 INDEMNIFICATION:
2.17.1 CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND
INDEMNIFY THE AUTHORIZED PURCHASER, THE STATE OF
OREGON AND ITS OFFICERS,EMPLOYEES AND AGENTS FROM
AND AGAINST ALL CLAIMS, SUITS, ACTIONS, PROCEEDINGS,
LOSSES, DAMAGES, LIABILITIES,AWARDS AND COSTS OF
EVERY KIND AND DESCRIPTION(INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES AT TRIAL, ON APPEAL AND
IN CONNECTION WITH ANY PETITION FOR REVIEW)
(COLLECTIVELY, "CLAIM") WHICH MAY BE BROUGHT OR
MADE AGAINST ANY AUTHORIZED PURCHASER, THE STATE,
OR THEIR AGENTS, OFFICIALS, EMPLOYEES AND ARISING OUT
OF OR RELATED TO (I)ANY PERSONAL INJURY,DEATH OR
PROPERTY DAMAGE CAUSED BY ANY ALLEGED ACT,
OMISSION, ERROR, FAULT, MISTAKE OR NEGLIGENCE OF
CONTRACTOR, ITS EMPLOYEES,AGENTS,RELATED TO THIS
CONTRACT, (II) ANY ACT OR OMISSION BY CONTRACTOR
THAT CONSTITUTES A MATERIAL BREACH OF THIS
CONTRACT, INCLUDING WITHOUT LIMITATION ANY BREACH
OF WARRANTY, OR(III) THE INFRINGEMENT OF ANY PATENT,
COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT
OF ANY THIRD PARTY BY DELIVERY OR USE OF THE GOODS.
AUTHORIZED PURCHASER OR STATE SHALL PROMPTLY
NOTIFY CONTRACTOR IN WRITING OF ANY CLAIM OF WHICH
AUTHORIZED PURCHASER OR STATE BECOMES AWARE.
CONTRACTOR'S OBLIGATION UNDER THIS SECTION SHALL
NOT EXTEND TO ANY CLAIM PRIMARILY CAUSED BY (I) THE
NEGLIGENT OR WILLFUL MISCONDUCT OF AUTHORIZED
PURCHASER, OR(II)AUTHORIZED PURCHASER'S
MODIFICATION OF GOODS WITHOUT CONTRACTOR'S
APPROVAL AND IN A MANNER INCONSISTENT WITH THE
PURPOSE AND PROPER USAGE OF SUCH GOODS,
2.17.2 HOWEVER,THE OREGON ATTORNEY GENERAL MUST GIVE
WRITTEN AUTHORIZATION TO ANY LEGAL COUNSEL
PURPORTING TO ACT IN THE NAME OF, OR REPRESENT THE
INTERESTS OF, THE STATE OR ITS OFFICERS, EMPLOYEES AND
AGENTS PRIOR TO SUCH ACTION OR REPRESENTATION.
FURTHER, THE STATE,ACTING BY AND THROUGH ITS
:._ DEPARTMENT OF JUSTICE,MAY,ASS.UME ITS OWN DEFENSE,
INCLUDING THAT OF ITS OFFICERS,EMPLOYEES AND AGENTS,
AT ANY TIME WHEN IN THE STATE'S SOLE DISCRETION IT
+{;, DETERMINES THAT(I) PROPOSED COUNSEL IS PROHIBITED -
FROM THE PARTICULAR REPRESENTATION'CONTEMPLATED;
(11) COUNSEL IS NOT ADEQUATELY DEFENDING OR ABLE TO
DEFEND THE INTERESTS OF THE STATE, ITS OFFICERS,
3037446vI3 13
EMPLOYEES OR AGENTS; (III) IMPORTANT GOVERNMENTAL
INTERESTS ARE AT STAKE; OR(IV) THE BEST INTERI:?STS OF
THE STATE ARE SERVED TIIEREBY. CONTRACT'OR'S
OBLIGATION TO PAY FOR ALL COSTS AND EXPENSES SHALL
TNCLUDE THOSE INCURRED BY THI: STA'T'E IN ASSUMING ITS
OWN DEFENSE AND THAT OF ITS OFFICERS, EMPLOYEES, OR
AGENTS UNDER(1)AND (II) ABOVE.
2.1.8 BREACH:
2.18.1 BY.CONTRACTOR: Contractor breaches this Contract if:
a) Contractor institutes or has instituted against it insolvency,
receivership or bankruptcy proceedings,makes an assignment for the
benefit of creditors,or ceases doing business on a regular basis;
b) Contractor no longer holds a license or certificate that is required for
Contractor to perform Contractor's obligations under this Contract; or
c) Contractor commits any breach of any covenant, warranty, obligation
or certification under this Contract,provided however that Contractor
may cure the breach within the period specified in Authorized
Purchaser's notice of default when Authorized Purchaser determines
the breach is curable by Contractor.
2.18.2 BY AUTHORIZED PURCHASER: Authorized Purchaser breaches this
Contract if:
a) Authorized Purchaser fails to pay Contractor any amount pursuant to
the terms of this Contract, and Authorized Purchaser fails to cure such
failure within ten(10)business days after delivery of Contractor's
notice or such longer period as Contractor may specify in such notice;
or
b) Authorized Purchaser commits any breach of any covenant, warranty,
or obligation under this Contract and such breach is not cured within
ten(10) business days after delivery of Contractor's notice of breach
or such longer period as Contractor may specify in such notice.
2.19 REMEDIES:
2.19.1 AUTHORIZED PURCHASER'S REMEDIES: If Contractor is in
breach under Section 2.18.1, in addition to the remedies afforded
elsewhere in this Contract,the Authorized Purchaser may recover any and
all damages suffered;as the result of Contractor's breach, including but not
limited to direct, indirect, incidental arid consequential damages,as
provided in ORS"72.7110 to 72.7170. Authorized Purchaser may,at its'- -
option, pursue any,or'hll of the remedies available,to it under this Contract-
and
ontractand at law or in equity, including, but not limited to:
a) Termination of the Contract as provided in Section 2.20.1;
3037946v13 14
b) Withholding all monies due for invoiced Goods that Contractor is
obligated but has failed to deliver or perform within any scheduled
completion dates or has performed inadequately or defectively;
c) Initiation of an action or proceeding for damages, specific performance,
declaratory or injunctive relief;
d) Undertaking collection by administrative offset, or garnishment if
applicable, of all monies due for Good to recover liquidated and
delinquent debt owed to the State of Oregon or any department or agency
of the State. Offsets or garnishment may be initiated only after the
Contractor has been given: i) written notice of the type and amount of the
debt,the intention of the State to use administrative offset or garnishment
to collect the debt, and an explanation of the debtor's rights under
applicable law; and ii) the opportunity to make a written agreement to
repay the debt; and
e) xercise of its right of setoff,or garnishment if applicable, and withholding
of monies otherwise due and owing in an amount equal to Authorized
Purchaser's setoff without penalty to Authorized Purchaser.
f) These remedies are cumulative to the extent the remedies are not
inconsistent, and Authorized Purchaser may pursue any remedy or
remedies singly, collectively, successively or in any order whatsoever.
2.19.2 CONTRACTOR'S REMEDIES: If Authorized Purchaser terminates
this Contract, or if Authorized Purchaser is in breach under Section 2.18.2
and whether or not Contractor elects to exercise its right to terminate this
Contract under Section 2.20.3, Contractor's sole remedy is: (a)A claim
against Authorized Purchaser for the unpaid purchase price for Goods
delivered and accepted by Authorized Purchaser, (b) with respect to
services compensable on an hourly basis, a claim for unpaid invoices,
hours worked but not yet billed and authorized expenses for services
completed and accepted by Authorized Purchaser, and(c) with respect to
deliverable-based services,a claim for the sum designated for completing
the deliverable multiplied by the percentage of services completed and
accepted by Authorized Purchaser, less previous amounts paid and any
claim(s) which Authorized Purchaser has against Contractor. If previous
amounts paid to Contractor exceed the amount due to Contractor under
this Section, Contractor shall pay any excess to Authorized Purchaser
upon written demand.
2.20 TERMINATION: ..
f. °
2.20.1 BY MUTUAL CONSENT: This Contract may be terminated at anytime
by mutual written consent of Authorized Purchaser and Contractor.
2,20.2 RIGHTS OF AUTHORIZED PURCHASER. Authorized Purchaser
may, at its sole discretion, terminate this Contract for convenience with
thirty(30) calendar days written notice. Authorized Purchaser may
3037946v13 15
terminate this Contract immediately upon notice to Contractor, or at such
later date as Authorized Purchaser may establish in such notice, upon the
occurrence of any of the following events: (a)Authorized Purchaser fails
to receive ftmding, appropriations, limitations, allotments, or other
expenditure authority sufficient to allow Authorized Purchaser, in the
exercise of its reasonable administrative discretion, to meet its payment
obligations under this Contract; (b) federal or state laws, regulations, or
guidelines are modified or interpreted in such a way that either the
purchase of the Goods by Authorized Purchasers under the Price
Agreement is prohibited, or Authorized Purchasers are.prohibited
from paying for such Goods from the planned funding sources; or
(c) Contractor is in breach of this Contract under Section 2.18.1. Upon
receipt of written notice of termination, Contractor shall stop performance
under this Contract if and as directed by Authorized Purchaser.
2.20.3 RIGHTS OF THE CONTRACTOR: Contractor may terminate this
Contract with a minimum ten(10) calendar days written notice to
Authorized Purchaser, if Authorized Purchaser is in breach of this
Contract as described in Section 2.18.2.
2.21 ACCESS TO RECORDS: Contractor shall retain, maintain, and keep accessible
all records relevant to the this Contract(the"Records")for a minimum of six (6)
years, or such longer period as may be required by applicable law following
expiration or termination of the Contract, or until the conclusion of any audit,
controversy or litigation arising out of or related to the Contract,whichever date is
later. Financial Records will also be kept in accordance with Generally Accepted
Accounting Principles(GAAP). During the record-retention period established in
this Section, Contractor shall permit SPO,the Authorized Purchaser, their duly
authorized representatives, and the federal government access to the Records at a
reasonable time and place for purposes of examination and copying.
2.22 NOTICES: All notices required under this Contract must be in writing and
addressed to the party's authorized representative. For Authorized Purchasers, the
authorized representative is identified in the ordering instrument. Contractor's
authorized representative is Contractor's Contract Administrator identified in the
Price Agreement. Mailed notices will be deemed received five(5)business days
after post marked,when deposited,properly addressed and prepaid, into the
U.S. postal service. if a notice is sent by facsimile,upon receipt by the party
giving the notice of an acknowledgment or transmission report generated by the
machine from which the facsimile was sent indicating that the facsimile was sent
in its entirety to the recipient's facsimile machine and number. Personal delivery
is effective upon delivery, �4'M
2.23 ORDERING INSTRUMENTS; ACKNOWLEDGEMENTS: The parties'''
—acknowledge and agree that other than designation of order quantities,types of
Goods, delivery destination, dates of order,and scheduled delivery of other
performance, any purchase orders or acknowledgement documents are simply for
the convenience of the parties to initiate or confirm an order of Goods under this
3037946v13 16
Contract and that no other terms or conditions contained in those documents are
of any force or effect or are binding upon the parties.
2.24 GOVERNING LAW: This Contract is governed by and construed in accordance
with the laws of the State of Oregon, without regard to principles of conflicts of
laws.
2.25 VENUE; CONSENT TO JURISDIC'T'ION:
2.25.1 STATE CONTRACT VENUE; CONSENT TO JURISDICTION:
Any claim, action, suit or proceeding (collectively, "Claim")between an
Authorized Purchaser that is an agency of the State of Oregon and
Contractor that arises from or relates to this Contract shall be brought
and conducted solely and exclusively within the Circuit Court of
Marion County for the State of Oregon; provided, however, if a Claim
must be brought in a federal forum,then unless otherwise prohibited by
law it shall be brought and conducted solely and exclusively within the
United States District Court for the District of Oregon. CONTRACTOR
HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF
SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN
SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM
IS AN INCONVENIENT FORUM. Nothing herein shall be construed as
a waiver of the State's sovereign or governmental immunity,whether
derived from the Eleventh Amendment to the United States Constitution
or otherwise, or of any defenses to Claims or jurisdiction based thereon.
2.25.2 ORCPP CONTRACT VENUE; CONSENT TO JURISDICTION:
Any Claims between Contractor and an ORCPP Authorized Purchaser
other than an agency of the State of Oregon that arise from or relate to this
Contract order shall be brought and conducted solely and exclusively
within the Circuit Court of the county in which such ORCPP Authorized
Purchaser resides, or at the ORCPP Authorized Purchaser's option, within
such other county as the ORCPP Authorized Purchaser is entitled under
the laws of the relevant jurisdiction to bring or defend Claims. If any such
Claim must be brought in a federal forum, then unless otherwise
prohibited by law it shall be brought and conducted solely and exclusively
within the United States District Court for the District in which such
ORCPP Authorized Purchaser resides. CONTRACTOR HEREBY
CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID
COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH
COURTS,AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN
r.„ INCONVENIENT FORUM. Nothing herein shall be construed as a
waiver of'ORCPP Authorized Purchaser's sovereign or governmental
,_>= immunity,if any, whether derived from the Eleventh Amendment to the „.•
r United States Constitution or otherwise, or of any defenses to Claims or
jurisdiction based thereon.
303794603 17
2.26 SURVIVAL: The following provisions survive termination or expiration of this
contract: Sections 2.8, 2.9.4, 2.17, 2.19,2.21,2.24,2.25,2.27; Exhibit C and
Section 3 of Exhibit D ("TAIL,"COVERAGE).
2.27 SEVERABILITY: if any provision of this Contract is declared by a court of
competent,jurisdiction to be illegal or otherwise invalid, the validity of the
remaining terms and provisions shall not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Contract did not
contain the particular provision held to be invalid.
2.28 ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS: Contractor shall
not assign,sell, transfer,or subcontract rights, or delegate responsibilities under
this Contract, in whole or in part,without the prior written approval of the
Authorized Purchaser. Further,no such written approval shall relieve Contractor
of any obligations under the Contract, and any assignee, transferee, or delegate
shall be considered the agent of Contractor, The provisions of this Contract are
binding upon, and shall inure to the benefit of the parties and their respective
successors and permitted assigns.
2.29 MERGER CLAUSE; AMENDMENT; WAIVER: This Contract constitutes
the entire agreement between Contractor and Authorized Purchaser on the subject
matter of this Contract. There are no understandings, agreements, or
representations, oral or written,not specified in this Contract on the subject
matter. No amendment of this Contract is valid unless it is in writing and signed
by the parties. No waiver or consent is effective unless in writing and signed by
the party against whom it is asserted. Waivers and consents are effective only in
the specific instance and for the specific purpose given. The failure of the
Authorized Purchaser to enforce any provision of this Contract is not a waiver by
Authorized Purchaser of that or any other provision.
2.31 VCAF and VSR. Contractor shall comply with the VCAF and VRS
requirements of the Price Agreement.
2.32 INTENDED BENEFICIARY. DAS PS is an intended beneficiary of this
Contract. But the parties to this Contract may modify the ordering instrument or
terminate this Contract without the consent of DAS PS.
2.33 ASSIGNMENT OF ANTITRUST RIGHTS, Contractor irrevocably assigns to
the State Of Oregon any claim for relief or cause of action which the Contractor
now has or which may accrue to the Contractor in the future by reason of any
violation of 15 U.S.C. § 1-15 or ORS 646.725"or OR§646.730, in connection
A.. with any goods f s'e vices provided to the Contractor for the purpose of carrying
out the Contra#t96s obripttons unclesthis Cog-raef, including, at the Stite's
option,the right to contrail ati such litigation on such claim or relief or cause of
17^
action. Contractor shall. quire'any subcontractors hired to perform any of
Contractor's duties under this Agreement to irrevocably assign to the State of
Oregon, as third party beneficiary, any right,title or interest that has accrued or
which may accrue in the future by reason of any violation of 15 U.S.C. § 1-15 or
3037946v13 18
ORS 646.725 or ORS 646.730, in connection with any goods or services provided
to the subcontractor for the purpose of carrying out the subcontractor's obligations
to the Contractor in pursuance of this Agreement, including, at the State's option,
the right to control any such litigation on such claim or relief or cause of action.
Section 3—Special Terms for Contracts Under This Agreement
3.1 Contractor shall include with all Goods delivered all of the following items:
Dedicated Website:
http://www.stateoforegon.rfmseating.com
Authorized Dealers:
http://www.stateoforegon.rfmseating.com/aurthorizeddealers
3.1.1 Office Seating- Standard Commercial Usage Warranty
RFM Seating products are engineered to provide many years of use under normal
conditions when cared for properly. Normal conditions are defined as an office
environment during a single shift consisting of 8-hour days, 5 days a week for an
Authorized User weighing 300 lbs. or less. All RFM Seating offered under this Price
Agreement exceeds the required 10 year warranty. All Ergonomic, Task and Conference
seating includes a lifetime warranty on the cylinder,and 12 years on all other parts.
3.1.2 Multi-Shift (24/7) and Big and Tall Warranty: Optional
Multi-Shift seating models have a 10 year warranty on all parts. Big and Tall seating
models have a 10 year warranty covering the parts and a lifetime warranty on the
cylinder. For guest and lobby seating, RFM Seating offers a lifetime warranty on all steel
and wood frames and a 10 year warranty on all other components.
3.1.3 Exclusions to Warranties:
Textiles: 5 year warranty on fabric, including color fastness
• Any product,which has been repaired or altered by the customer.
• Any variation in color, grain, or texture of wood, leather or fabric.
• Any incidental damage resulting'fr6in neglect or inability to use RFM products
properly with regular maintenance. '. .
• Any normal wear and tear. The warranty is for a protection from defects only.
303794603 19
• Warranties are not transerable.
3.2 Delivery:
Purchase orders received will be entered by the following business day with a standard
lead-time of 10 business days to produce, plus 3-5 business days for delivery. The
following delivery methods are offered and will be available per Authorized Purchasers'
requests.
A. Standard lead-time for shi in Shi in Methods: Contractor's standard lead-
time for shipping is 10 business days,plus 3-5 business days for delivery.
Shipping methods defined:
1. Drop Ship- Contractor will ship product via Fed Ex Ground when the
Authorized Purchaser has requested the product be delivered to the dock,
no installation and assembly required. Seating will arrive within 3-5
business days of the ship date.
2. Inside Delivery- Contractor has numerous Authorized Dealer relationships
throughout the State of Oregon. If requested by Authorized Purchaser,
Authorized Dealer will pick up the order, assemble if necessary, and then
deliver to the Authorized Purchaser direct with an explanation and
instruction tutorial on how the chair operates.
3. Liftgate Service- Contractor shall offer lift gate service when requested by
Authorized Purchaser. Costs will be based on current carrier.rates.
4. Installation-Authorized Dealers representing Contractor shall assemble
product prior to delivery, or on site. If on site,they shall limit the area
they require and shall remove all boxing products at
Contractor/Authorized Dealer expense. Authorized Dealers shall manage
any missing, damaged, dirty, or incorrect items, by working with the
Authorized Purchaser and Contractor's Customer Service Department to
remedy any error as soon as possible. All errors caused by Contractor or
Authorized Dealers will be covered at no expense to the Authorized
Purchaser.
e.
. 3.3 Product Manuals/Training:
.a
http://www.stateoforegon.rfinseating.com/productmanuals
3037946v13 20
3.4 Customer Service:
Contractor's Customer Service Department is available by phone, Monday
through Friday, from 7:00am to 5:00pm PDT. Contractor's Price Agreement
sales representative is available 24hrs a day via email.
An Authorized Purchaser has the option to contact either the Contractor's
Customer Service Department or the Authorized Dealer they have been working
with regarding any questions or concerns about a purchase order. Any
Authorized Purchaser can speak directly to any one of the Customer Service
Representatives with questions about office seating.
Contractor shall accept purchase orders via email and/or fax directly from the
Authorized Purchaser or through our Authorized Dealer network.
Email: orders@rfmseating.com
Fax: 800-734-6377
3.5 ANSIBIFMA Standard Requirements:
Http://www.stateoforegon.rfmseating.com/ansibifma
3.6 Installation:
Contractor and its Authorized Dealers are committed to delivering all products in
faultless condition. When the product leaves the Contractor's facility either by
drop ship or installation/inside delivery requests, all product has received
protective covering.
Drop ship purchase orders are wrapped in plastic and secured by highly insulated
corrugated boxing material to limit movement in the shipping process. Items are
secured by stretch wrap, to prevent marring,damage to the seat and back and/or
other components. If a chair arrives damaged or missing parts due to shipping
damage, Contractor shall send replacement items and/or a full chair,depending on
the Authorized Purchaser's request.
Purchase orders delivered installed or inside delivery, will be assembled before
arrival. Office Seating is picked up and blanket wrapped in the shipping truck to
avoid.damage to chair.
3.7 Trial Period
E
{
3037946v13 -s21
Contractor shall provide the Authorized Dealers with Office Seating for demos of
the contracted models listed on the Price Agreement. If an Authorized Dealer
doesn't have a sample, Contractor shall provide one for the Authorized Dealer to
use.
A demo will be provided to the Authorized Purchaser within a two week period
upon request and the Authorized Purchase will be allowed to evaluate the demo
for a minimum of 5 days, or when evaluation is completed at their discretion.
The Authorized Dealer will pick up the demo and provide a quote for the
Authorized Purchaser on the model they have chosen, so a purchase order can be
placed with Contractor.
The Authorized Purchaser will not be charged for the delivery, use of or pick up
of demo Office Seating.
Section 4—Signature of Contractor's Duly Authorized Representative
4.1 The undersigned represents:
(a) He/she is a duly authorized representative of Contractor,has been authorized
by Contractor to make all representations, attestations, and certifications
contained in this Agreement and to execute this Agreement on behalf of
Contractor;
(b) Contractor is bound by and will comply with all requirements, specifications,
and terms contained in this Agreement;
(c) Contractor will furnish the Goods in accordance with Contracts under this
Agreement; and
(d) Contractor shall furnish federal identification number or social security
number under a separate document.
(e) All Contractor affirmations contained in its bid or proposal related to this
Agreement are true and correct.
(f) Contractor has not discriminated against and will not discriminate against
minority, women or emerging small business enterprises certified under
ORS 200.055 or against a Business enterprise that is owned or controlled by or
that employs a disabled veteran as defined in ORS 408.225 in obtaining any
required subcontracts, and that Contractor is not in violation of any
nondiscrimination laws.
Agreed:
;Contractor's Name: Reimers Furniture Mfg., Inc. DBA: RFM Seating-:
Authorized Signature:
Printed Name of Authorized Signature: Marlene Reischman
3037946v13 22
Title of Authorized Signature: Customer Service Manager
Date: __ /- c2 7-- -20l
'i
3037946v13 23
Administrative Contact(also referred to as Contract Administrator—Type or Print):
Marlene Reischman
Telephone Number of Administrative Contact: (800)447-5542
Fax Number of Administrative Contact: (800) 734-6377
Email Address of Administrative Contact: mariene@rfmseating.com
Mailing Address of Administrative Contact:
Reimers Furniture MFG
619 SW Wood Street
Hillsboro, 4R 97123
Section 5—Signature of DAS PS
Agreed: -
Authorized Signature:
Under special exemption issued March 29, 2012,purchase orders are exempt from
legal sufficiency approval.
Date: �r�'�e
DAS PS Contract Administrator(Type or Print):
Telephone Number: (
Fax Number:
3037946v13 24
Exhibit A
Goods
[include description of goods, prices and lead times]
[if separate parts are desired, Buyers may attach Exhibit A-1,
A-2 etc.]
The pricing for this Agreement is in U.S. funds.
All Office Seating within the categories listed below:
o SMALL ERGONOMIC CHAIRS: 46%discount/.54.S4 multiplier
Q MEDIUM ERGONOMIC CHAIRS:46%discount/.54 multiplier
o LARGE ERGONOMIC CHAIRS:46% discount/.54 multiplier
o MESH ERGONOMIC CHAIRS: 46%discount 1.54 multiplier
o GUEST&LOBBY CHAIRS:46%discount/.54 multiplier
a CONFERENCEROOM CHAIRS TO INCLUDE FOLDABLE/STACKABLE:
46%discount./.54 multiplier
o MULTI SHIFT CHAIRS:46%discount 1.54 multiplier
o BIG&TALL ERGONOMIC CHAIRS. 46%discount 1.54 multiplier
oTS ATIONARY AND HEIGHT-ADJUSTABLE STOOLS: 46%discount 1.5
mul ' tier
Pricing is available within the Price Agreement price list: http://rfmseating.com/wv
content/uploads/2018/08/2018-State-Pricer-web.pdf
Pricing in the catalog includes delivery and installation.
Contractor's standard lead time is 10 business days to produce and 3-5 business
days for delivery.
3037946v13 25
Exhibit B
PURCHASE PAGE#
$T A Lt �.�F 0 ORDER(PO)NO.
Authorized Purclxaser's Authorized Representative Purchase Order 17ate Requisition No,
Contractor Name and Address
Authorized Purchaser's Invoicing Address
Contractor PEIN Price Agreement number Authorized Purchaser's Authorized Representative
Email Address
Deliver to Address
Authorized Purchaser's Authorized Representative
Phone and Pax Number
_.
Delivery Schedule or Delivery Date _
,. t -
f
? 6rilt' ::4 tx"ntt [ r t7t,1?tttt..,__.'._: - -Nttt-lrtlCe
i
} Sub Total
is
iFr girt
sl r t
61
el
i�
, Tota!
This Purchase Order;in addition to any exhibits or addenda attached;is placed against State of Oregon
Solicitation#__________and Price Agreement . The terms and conditions contained in the Price Agreement
including Exhibits C,D and E,apply to this purchase and take precedence over all other conflicting terms and conditions,
express or implied. There are no understandings,agreements or representations,oral or written,not specified.herein,
Agency's Authorized Representative to Make Purchase T)afe
Exhibit C
Volume Sales Report (VSR) / Vendor Collected
Administrative Fee (VCAF)
1) Volume Sales Report (VSR)
a) Contractor shall submit a VSR to DAS PS no later than thirty (30)calendar
days after the end of each calendar quarter. For the purposes of this
Agreement, calendar quarters end March 31, June 30, September 30, and
December 31.
b) The VSR must contain:
i) Complete and accurate details of all receipts (for both sales and refunds)
for the reported period;
ii) The information identified in DAS PS document titled Volume Sales
Report Template. This document should be supplied by the DAS PS
Contract Administrator at time of execution.
iii) Such other information as DAS PS may reasonably request. Contractor
shall send a VSR to DAS PS each quarter, whether or not there are sales.
When no sales have been recorded for the quarter a report must be
submitted stating"No Sales for the Quarter." This report may be sent by
e-mail without any attachment provided the subject title clearly identifies
Contractor's company name,the relevant Price Agreement Number, and
the reporting period for the VSR.
c) Contractor shall provide the VSR in MS Excel (.xls, .xlsx)format and in
spreadsheet form. The VSR must be submitted by e-mail unless the size of
the file precludes transmission by email. VSR may be submitted by CD if the
file precludes transmission by email Delivered print outs of VSRs or faxed
VSRs are not acceptable. Approval from the Contract Administrator must be
obtained for deviations from these requirements.
d) Contractor shall submit the first VSR to the DAS PS Contract Administrator
for review and approval. The approved first VSR and subsequent VSRs must
be submitted to VCARREPORTIN9@0REGON GOV. The Contract
" Administrator's receipt or acceptance of any of the VSRs furnished pursuant
to this PricelAgreement shall not preclude DAS PS from challenging the
validity thereof at any time.
ej 'Procurement Services reserves the right to terminate this Price Agreement if
VSRs are not received as scheduled or in the prescribed format.
2) Vendor Collected Administrative Fee (VCAF)
a) Contractor shall remit to DAS PS a VCAF based on invoices received from
Procurement Services within 45 days from date of invoice receipt.
Procurement Services generates invoices from data provided by Contractor in
quarterly Volume Sales Report.
b) Contractor shall not reflect the VCAF as a separate Quote,PO or Invoice line
item charge to Authorized Purchasers.
c) Contractor shall keep records showing the sales of Goods pursuant to this
Agreement in sufficient detail to enable the DAS PS to determine the VCAF
payable by Contractor and further agrees to permit its books and records to be
examined from time to time to the extent necessary to verify the Volume Sales
Reports. Such examination is to be made at the expense of DAS PS by any
auditor appointed by DAS PS who is reasonably acceptable to Contractor, or,
at the option and expense of Contractor, by a certified public accountant
appointed by Contractor.
d) In the event that such examination reveals underpayment of the VCAF,
Contractor shall immediately pay to DAS PS the amount of deficiency,
together with any interest owed. if the examination reveals an underpayment
of 5% or more, Contractor skull reimburse DAS PS for the cost of the audit.
e) The VCAF is a charge equal to 1%[One Percent] of Contractor's gross total
sales, less any credits, made to Authorized Purchasers during the calendar
quarter. For purposes of this Agreement, "credits" includes refunds.
f) Starting 45 days after receipt of invoice, any Contractor late payments of the
VCAF will accrue interest at a rate of 18%per annum or the maximum rate
permitted by law,whichever is less, until such overdue amount has been paid
in full: DAS PS'right to interest on late payments shall not preclude DAS PS
from exercising any of its other rights or remedies pursuant to this Price
Agreement or otherwise with regards to Contractor's failure to make timely
remittances.
g) Contractor shall make VCAF payments by Automated Clearing House (ACH)
transactions.
ACH Credit transactions will be initiated by Contractor to initiate transfer of.
funds from a bank account of Contractor's choosing to the bank for DAS PS
' after Contractor receives from DAS PS a completed authorization agreement
for ACH Credits. These payment transactions will be processed upon receipt
of invoice from Procurement Services. Contractor shall comply with DAS PSs
reasonable instructions to facilitate this method of payment.
h) In the event ACH is not available as a meaty;of invoice payment, Contractor
may remit in the form of a check. The check MUST reference the DAS PS
invoice number. Payments must be mailed to:
DAS-SFS-Cashier
155 Cottage ST NE
Salem, 4R 97301
Exhibit D
INSURANCE REQUIREMENTS
1. INSURANCE REQUIREMENTS';
Contractor shall obtain at Contractor's expense the insurance specified in this, section J.'6of
the Agreement prior to performing under this Contract and shall maintain it in full force and
at its own expense throughout the duration of this Contract, as required by any extended
reporting period or tail coverage requirements, and all warranty periods that apply.
Contractor shall obtain the following insurance from insurance companies or entities that are
authorized to transact the business of insurance and issue coverage in State and that are
acceptable to Agency. Coverage shall be primary and non-contributory with any other
insurance and self-insurance, with the exception of Professional Liability and Workers'
Compensation. Contractor shall pay for all deductibles, self-insured retention and self-
insurance,
elfinsurance, if any.
WORKERS' COMPENSATION& EMPLOYERS' LIABILITY
All employers, including Contractor, that employ subject workers, as defined in ORS
656.027, shall comply with QRS 656.017 and provide workers' compensation insurance
coverage for those workers, unless they meet the requirement for an exemption under ORS
656.126(2). Contractor shall require and ensure that each of its subcontractors complies with
these requirements. If Contractor is a subject employer, as defined in ORS 656.023,
Contractor shall also obtain employers' liability insurance coverage with limits not less than
$500,000 each accident. If contractor is an employer subject to any other state's workers'
compensation law, Contactor shall provide workers' compensation insurance coverage for its
employees as required by applicable workers' compensation laws including employers'
liability insurance coverage with limits not less than $500,000 and shall require and ensure
that each of its out-of-state subcontractors complies with these requirements.
COMMERCIAL GENERAL LIABILITY:
® Required ❑ Not required
Commercial General Liability Insurance covering bodily injury and property damage in a
form and with coverage that are satisfactory to the State. This insurance shall include
personal and advertising injury liability, products and completed operations, contractual
liability coverage for the indemnity provided under this contract, and have no limitation of
coverage to designated premises, project or operation. Coverage shall be written on an
occurrence basis in an amount of not less than $5,000,000 per occurrence. Annual aggregate
limit shall not be less than $10,000,000.
AUTOMOBILE LIABILITY INSURANCE:
® Required ❑ Not required
Automobile Liability:Insurance covering Contractor's business use including coverage for all
owned, non-owned, or hired vehicles with a combined single limit of not less than
$1,000,000 for bodily injury and property damage. This coverage may be written in
combination with the Commercial General Liability Insurance (with separate limits for
Commercial General Liability and Automobile Liability). Use of personal automobile
liability insurance coverage may be acceptable if evidence that the policy includes a business
use endorsement is provided.
MANUFACTURER ERROR & OMISSION (E&O):
® Required ❑ Not required
Professional Liability insurance covering any damages caused by an error, omission or any
negligent acts related to the services to be provided under this Contract by the Contractor and
Contractor's subcontractors, agents, officers or employees in an amount not less than
$1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000. If
coverage is on a claims made basis, then either an extended reporting period of not less than
24 months shall be included in the Manufacturer E&O insurance coverage, or the Contractor
shall provide Tail Coverage as stated below.
EXCESS/UMBRELLA INSURANCE:
A combination of primary and excess/umbrella insurance may be used to meet the required
limits of insurance.
.ADDITIONAL INSURED:
The Commercial General Liability insurance and Automobile liability insurance required
under this Contract must include an additional insured endorsement specifying the State of
Oregon, its officers, employees and agents as Additional Insureds, including additional
insured status with respect to liability arising out of ongoing operations and completed
operations, but only with respect to Contractor's activities to be performed under this
Contract. Coverage shall be primary and non-contributory with any other insurance and self-
insurance. The Additional Insured endorsement with respect to liability arising out of your
ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional
Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04
13 or equivalent.
TAIL COVERAGE:
If any of the required insurance is on a claims made basis and does not include an extended
reporting period of at least 24 months, Contractor shall maintain either tail coverage or
continuous claims made liability coverage, provided the effective date of the continuous
claims made coverage is on or before the effective date of this Contract, for a minimum of 24
months following the later of (i) Contractor's completion and Agency's acceptance of all
Services required under this Contract, or, (ii) Agency or Contractor termination of contract,
or, iii)The expiration of all warranty periods provided under this Contract.
CERTIFICATES)AND PROOF OF INSURANCE:
Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance
before delivering any Goods and performing-any Services required under this Contract. The
Certificate(s)shall list the State of Oregon, its officers, employees and agents as a Certificate
holder and as an endorsed Additional Insured. If excess/umbrella insurance is used to meet
the minimum insurance requirement, the Certificate of Insurance must include a list of all
policies that fall-under the excess/umbrella insurance. As proof of insurance Agency has the
right to request copies of insurance policies and endorsements relating to the insurance
requirements in this Contract.
NOTICE OF CHANGE OR CANCELLATION:
'rhe contractor or its insurer must provide at least 30 days' written notice to Agency before
cancellation of, material change to, potential exhaustion of aggregate limits of, or non-
renewal of the required insurance coverage(s).
INSURANCE REQUIREMENT REVIEW:
Contractor agrees to periodic review of insurance requirements by Agency under this
agreement and to provide updated requirements as mutually agreed upon by Contractor and
Agency.
STATE ACCEPTANCE:
All insurance providers are subject to Agency acceptance. If requested by Agency,
Contractor shall provide complete copies of insurance policies, endorsements, self-insurance
documents and related insurance documents to Agency's representatives responsible for
verification of the insurance coverages required under this Section 1.6.
Exhibit E
SPECIFICATIONS
1 GENERAL PROVISIONS:
1.1 SILENCE OF SPECIFICATIONS: The apparent silence of the
specifications as to any detail, or the apparent omission of a detailed
description concerning any point, shall be interpreted as requiring that
Contractor shall perform to only the best commercial practice and that
Contractor shall supply and incorporate into Goods only materials and
workmanship of first quality. However, if any omitted specification
results in ambiguity as to material characteristics of the Goods, and
inclusion is necessary to enable a reasonable person in the particular
industry to properly identify such characteristics, and Contractor failed to
seek a formal request for solicitation change during the solicitation process
for the Agreement, then Contractor shall be required to provide Goods
meeting the Authorized Purchaser's needs with regard to any omitted
specification.
1.2 ADHERENCE TO THE SPECIFICATIONS: Deviations from
specifications discovered after purchase shall be corrected by Contractor at
no cost to the Authorized Purchaser.
2 SPECIFICATIONS:1 Specifications are described in our State of Oregon price list:
All Office Seating within the categories listed below:
o SMALL ERGONOMIC CHAIRS:, 46%discount 1.54 multiplier
o MEDIUM ERGONOMIC CHAIRS:46%discount/.54 multiplier
o LARGE ERGONOMIC HAIRS: 460/a discount/.54 multiplier
o MESH ERGONOMIC CHAIRS: 46%discount/.54 multiplier
o GUEST&LOBBY CHAIRS•46%discount./.54 multiplier
o CONFERENCE ROOM CHAIRS TO INCLUDE FOLDABLE/STACKABLE:
46%discount 1.54 multiplier
o MULTI SHIFT CHAIRS:46% discount 1.54 multiplier
o r BiG&TALL ERGONOMIC CHAIRS:46%discount/:54 multiplier
o STATIONARY AND HEIGHT-ADJUSTABLE STOOLS: 46%discount .54
multiplier
CERTIFIED AUTHORIZED DEALERS
1) Cascade Office Supply
Bill Rosen
63011 Plateau Dr, Bend OR 97701
541-382-6688-ph
541-385-3252-fx
billr@caseadeoffice.com
2.) Commercial Business Furniture
Katy Mizer
1070 Commercial Street NE, Salem OR 97301
503-363-3161-ph
503-363-3161-fx
kmizer6@gmail.com
3.)Frazier Office Supply, Inc
Debbie Bates
227 South Main,Pendleton OR 97801
541-276-1121-ph
541-276-1102-fx
debbie@frazierofficesgMly.com
4.)Harris Work Systems, Inc
Nate Wallace
12150 SW Garden Place,Tigard OR 97223
503-643-3018-ph
503-644-7112-fx
natew@harrisworksystems.com
5.) Hyphn
Kristen Peterson
P.O. Box 2719
620 NE 19"Ave.,Portland OR 97232
503-226-4151-ph
503-226-9233-fx
kristen-o@hyphn.com
6.)King Office Equipment
Mike McAdams
465 Pacific Blvd SW, Albany OR 97321
541-926-5894-ph
541-926-5895-fx
mike@kin,goffice.biz
7)NW Office Interiors
Steve Weber
12400 SE Freeman Way, STI? 105, Milwaukie OR 97222
503-785-1515-ph
503-785-1554-fx
steve nwofficeinteriors.coin
8.) Office Value
David Murphy
1300 E. Kalispell St.,Meridian ID 83642
208-342-1025-ph
208-345-8879-fx
dmurphy@officevalue.net
9.) Office Products Nationwide
Temo Gonzales
12600 SW 68'"Ave., Beaverton OR 97223
503-546-4111-ph
503-546-4141-fx
tg{a,officeproductsnorthwest.com
10.) Roseburg Book& Stationery
Jason Byers
549 SE Jackson, Roseburg OR 97470
541-673-5356-ph
541-672-8055
rsbgboolcnroscburgbook.com
11.)RW Sales Office Furniture
Kay Parks/Judd Parks
15640 NE Fourthplain, STE 104B,Vancouver WA 98682
360-750-8787-ph
360-750-7233-fx
kay@axwsalesfurniture.com
12.) Ryder Brothers
Randy Dodson
1735 Main Street, Baker City, OR 97814
541-523-6526-ph
541-523-6615-fx...,
raqdy@ryderbrothers'.com
13.) Shoreline Office Solutions
Mike Haner
1185 Avenue A, Seaside OR 97138
503-717-2138-ph
503-717-0438-fx
mike rni,slzorelineoffice.com
14.) Worksite Solutions
Ron Whiffed
P.O. Box 660, Brownsville, OR 97327
541-681-4074-ph
N/A-fx- Cell- 541-735-0443
ron(a)wksitesolutions.com
} 1.
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