PARTICIPATING ADDENDUM(heminaiter Addendum)

ForNASPO VALUEPOINT OFFICE FURNITURE

MASTER AGREEMENT NO. MA147(heminafter Mastar Agreement’)

BetweenSteelcase Inc.

(h9mioaor tontmctor)and

State of Hawaii(haminafier Paflicipating stale’)

State of Hawaii, State Procurement Office (SPO) Vendor List Contact No. 19-09

This Addendum will add the State of Hawaii as a Participating State to purchase from theNASPO ValuePoint Master Agreement Number MA147 with Steelcase Inc.

Scope:

This addendum covers NASPO ValuePoint Office Furniture including; workspacefurniture, systems furniture and accessories, desks/tables and accessories, filing,seating and accessories, and storage With aessohes. The contract also allows fordesign and installation services to be provided for furniture purchased through thisagreement. NASPO ValuePoint Office Furniture is led by Utah for use by state agenciesand other entities located in the Padicipating State authorized by the state’s statutes toutilize stale contracts.

2. Participation:

All jurisdictions located within the State of Hawaii, which have obtained prior writtenapproval by its Chief Procurement Officer, will be allowed to purchase from the MasterAgreement. Private nonprofit health or human services organizations with currentpurchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 1D3Fare eligible to participate in the SF0 pricelvendor list contracts upon mutual agreementbetween the Contractor and the non-profit. (Each such participating jurisdiction andparticipating nonprofit is hereinafter referred to as a Participating Entity”). Issues ofinterpretation and eligibility for participation are solely within the authority of theAdministrator, State Procurement Office.

3. Changes:

A Usage Reports. Contractor shall submit a quarterly gross sales report (including zerodollar sales) in EXCEL to the contact person listed in the Participating Addendum,Paragraph 6 (or as amended) in accordance with the following schedule (or asrequested):

Quarter Ending Report DueMarch 31 April 30June30 July31September 30 October31December31 January31

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The report shall identify each transaction and include the following information:

Department/Agency NameDate of PurchaseProduct/Service DescriptionQuantityUnit of MeasureItem No Part Number (if applicable)MSRP List PriceNASPO ValuePoint Contract Price

The quarterly report shall also include any adjustment from pñor periods(i.e. exchanges and/or return).

B. The validity of this Addendum, any of its terms or provisions, as well as the right andduties of the parties in this Addendum, shall be governed by the laws of the State ofHawaii, A copy of the Attorney General’s General Conditions, which is made a partof this Addendum, can be found at httpsi/spo.hawaü.povfwpcontent/uploadsl2ol7/12IAG-008-103D-1,pdf. Any action at law or inequity toenforce or interpret the provisions of this Addendum shall be brought in a court ofcompetent jurisdiction in Honolulu, Hawaii.

C. Inspection of Facilities. Pursuant to HRS § 1030-316, the Participating State, atreasonable times, may inspect the part of the plant or place of business of theContractor or any subcontractor that is related to the performance of a MasterAgreement and this Addendum.

0. Campaign Contributions. The Contractor is notified of the applicability of HRS § 11-355, which prohibits campaign contributions from Contractor during the term of theAddendum if the contractor is paid with funds appropriated by the Hawaii StateLegislature.

E. Purchases by State of Hawaii government entities under this Master Agreement isnot mandatory. This Addendum is secondary and non-exclusive.

F. The State of Hawaii’s purchasing card (pCard) is required to be used by the State’sexecutive departments/agencies (excluding the Department of Education, the HawaiiHealth System Corporation, the Office ol Hawaiian Affairs! and the University ofHawaii) for all orders totaling less than $2,500. For purchases of$2,500 or more, agencies may use the pCard, subject to its credit limit or issue apurchase order.

Contractor(s) shall forward original invoice(s), directly to the ordering agency.General excise tax shall not be applied to the delivery charge,

Pursuant to HRS § 103-10, Participating State and any agency of the ParticipatingState or any county, shall have thirty (3D) calendar days after receipt of invoice orsatisfactory delivery of goods to make payment. Any interest for delinquent paymentshall be as allowed by HRS § 103-10.

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G. Pursuant to HRS §1030-310(c), if Contractor is doing business in the ParticipatingState, Contractor is required to comply with all laws governing entities doing businessin the Participating State, including the following HRS chapters.

1. Chapter 237, General Excise Tax Law;2. Chapter 383, Hawaii Employment Security Law;3. Chapter 386, Workers’ Compensation;4. Chapter 392, Temporary Disability Insurance;5. Chapter 393, Prepaid Health Care Act; and

A Certificate of Good Standing is required for entities doing business in the State.

The Hawaii Compliance Express (F-ICE) is utilized for verification of compliance.The SPO will conduct periodic checks to confirm Contractor’s compliance on HCEthroughout the term of the Addendum.

Alternatively, Contractors not utilizing F-ICE to demonstrate compliance shaH providepaper certificates to the SPO as instructed below. All certificates must be valid onthe date it is received by the SPO. All applications for applicable clearances are theresponsibility of the Contractor.

[-IRS Chapter 237 tax clearance requirement. Pursuant to Section 103D-32B, HRS,Contractor shall be required to submit a tax clearance certificate issued by theHawaii State Department of Taxation (DOTAX) and the Internal Revenue Service(IRS). The certificate shall have an original green certified copy stamp and shall bevalid for six (6) months from the most recent approval stamp date on the certificate.

The Tax Clearance Application. Form A-6, and its completion and filing instructions,are available on the DOTAX website: http.//taxhawaugov/forms/.

HRS Chapters 383 (Unemployment Insurance. 386 (Workers’ Compensation). 392(Temporary Disability Insurance), and 393 (Prepaid health Care) requirements.Pursuant to Section 103D-310(c) Contractor shall be required to submit a certificateof compliance issued by the Hawaii State Department of Labor and IndustrialRelations (DLIR). The certificate is valid for six (6) months from the date of issue. Aphotocopy of the certificate is acceptable to the SPO.

The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3-122-112, HAR. and its filing instructions are available on the DLIR website:

labor. hawaii.gov/forms!,

Compliance with Section 1030-310(c). [-iRS. for an entity doing business in theState. Contractor shall be required to submit a Certificate of Good Standing (COGS)issued by the State of Hawaii Department of Commerce and Consumer Affairs(DCCA) — Business Registration Division (BREG). The Certificate is valid for six (6)months from date of issue. A photocopy of the certificate is acceptable to the SPO.

To obtain the Certificate, the Ciferor must be registered with the BREG. A soleproprietorship is not required to re9ister with the DREG and is therefore not requiredto submit the certificate.

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For more information regarding online business registration and the COGS isavailable at http://cca.hawaigovThreQL

H. Effective Date and Contract Period. This Addendum is effective upon the date ofexecution by the Participating State and shall continue for the term set forth in theMaster Agreement.

4. Licensing

Offerors and Contractors must be properly licensed and capable of performing the Work asdescribed in the RFP, at the time of submission of the Proposal, in accordance with theProfessional and Vocational licensing laws of the state. Contractors under ParticipatingAddendums must maintain any and all required licenses through the duration of the contractand Participating Addendum.

5. Lease Agreements:

Leasing is not authorized by this Addendum

6. Primary Contact:

The primary contact individuals for this Addendum are as follows (or their named successors:

Participating StateName: Carey Ann SasakiAddress: State Procurement Office

1151 Punchbowl Street. Roam 416Honolulu, HI 96813

Telephone: (808) 586-0575Fax: (806) 5B6-0570E-Mail: careyann r. sasakihawaii.gov

ContractorName: Kevin LoubertAddress: 901 44h St. SE

Grand Rapids, Ml 49508Telephone: (616) 246-9455Fax: (616) 2474918E-Mail: kloubert@steelcase.com

7. Authorized Dealers:

MI dealers authorized in the State of Hawaii, as shown on the dedicated Steelcase Inc.(NASPO ValuePoint) website. are approved to provide sales and services support toparticipants in the NASPO ValuePoint Master Agreement. The Steelcase Inc. dealer’sparticipation will be in accordance with the terms and conditions set forth in the NASPOValuePoint Master Agreement Number MA147.

8. Freight Charges:

All freight costs for shipments to the closest appropriate west coast shipping port for Hawaii

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must be included in the product price offered to the participating entity. The participatingentity pays for the actual shipping/freight cost from the closest appropriate west coastshipping port to Hawaii and may require an invoice from the carrier for this cost to besubmitted. This cast must be listed on the contractor’s invoice as a separate line item.

9. Design Services: Contractor shall provide] if offering open office panel systems, through theirAuthorized Dealer network, to all purchasing entities, all design, reconfiguration, and layoutservices at the contracted hourly rate quoted for each Participating Entity. Each ParticipatingEntity must obtain a price quote of charges for design services that includes the hourly ratefor these services, and approve prior to the Authorized Dealer beginning the design services.All design service charges to the Participating Entity shall be identified and agreed uponbefore a purchase order is executed using this contract and included as a separate line itemon the invoice. The design drawing shall include plans and specifications.

On large or complex projects] the design services operator shall be available for on-sitecustomer meetings, as required by the Participating Entity. Large or complex projects shallbe mutually defined by the contractor and the Participating Entity on a case by case basis.

10. Installation Services. Contractor shall provide] it offering open office panel systems, throughtheir Authorized Dealer network, to all purchasing entities, all design, reconfiguration, andlayout services at the contracted hourly rate quoted for each Participating Entity. EachParticipating Entity must obtain a price quote of charges for installation services that includesThe hourly rate for these services, and approve prior to the Authorized Dealer beginning theseservices. All installation service charges to the Participating Entity shall be identified andagreed upon before a purchase order is executed using this contract and included as aseparate line item on the invoice. Delivery of products for installation is the contractoesresponsibility. Freestanding components (chairs, filing cabinets, desks, etc.) will not besubject to installation charges, but subject to inside delivery. Installation shall beginsimultaneously with delivery of products that are subject to installation, unless otherwiserequested by the Participating Entity. If installation does not occur as scheduled with theParticipating Entity, the late penalties will apply (penalties to begin the first day of noninstallation).

Installation will not include electrical power connections, which require a licensed electricianto perform the work and will be subject to prevailing wage rates. However, the ParticipatingEntity shall have the option to hire a separate contractor to do the electrical connections ormay request the successful contractor to sub-contract such work and pass the charge throughthe Participating Entity as a separate line item on the invoice.

The Participating Entity also reserves the right to install items with their own personnel orother third party. The Participating Entity shall first receive prior approval from the contractorbefore using an outside third party for installation. The contractor shall provide detailedinstallation instructions. Improper installations by others void manufacturers warranty.

11. Purchase Order and Payment Instructions:

All purchase orders issued by Participating Entities under this Addendum shall includethe Participating State contract number: SPO Vendor List Contract No. 19-09 and theNASPO ValuePoint Master Agreement Number MA147.

JE —à b 1S Page 5of7

Purchase Orders and Payments shall be made to Steelcase Inc. or to wimmeveris authorized under #7, if any.

12. Participating Entity as Individual Customer

Each Participating Entity shall be treated as an individual customer. Except to the extentmodified by this Addendum, each Participating Entity will be responsible to fallow theterms and conditions of the Master Agreement; and will have the same rights andresponsibilities for their purchases as the Lead State has in the Master Agreement.Each Participating Entity will be responsible for its own charges, fees, and liabilities.Each Participating Entity will have the same rights to any indemnity or to recover anycosts allowed in the Master Agreement for their purchases. The Contractor will apply thecharges to each Participating Entity individually.

13. Entire Contract:

This Addendum, the Master Agreement, and the Attorney Generals Genera! Conditions, setforth the entire agreement. and all the conditions, understandings, promises, warrantiesand representations among the parties with respect to this Addendum and the MasterAgreement, and supersedes any prior communications, representations or agreementswhether, oral or written, with respect to the subject matter hereof.

Terms and conditions inconsistent with, contrary or in addition to the terms and conditions ofthis Addendum, the Master Agreement, and the Attorney General’s General Conditions thatare included in any purchase order or other document shall be void. The terms and conditionsof this Addendum, the Master Agreement, and the Attorney General’s General Conditions,shall govern in the case of any such inconsistent, contrary, or additional terms.

IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the datesbelow.

Padidpahng State: STATE OF HAWAII Contractor: STEELCASE INC.

Snaturet

Name: SARAH ALLEN Name:E’Y S

Title: Administrator, SPO Title:PrcAn * (almacis Mihat4r

Date: Date:

APPROVED AS TO FORM:

UYMYH 30 IWIS]DIfl•lhJW3ufl3oHd 3I1S

DepUty Aftorney GeneralNQlIYJ1SlNlwuv

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