THIS CONTRACT IS FOR THE PURCHASE OF REPLACEMENT PARTS FOR HERMAN
MILLER OPEN OFFICE LANDSCAPE PRODUCTS. THIS IS NOT FOR THE PURCHASE
OF NEW PRODUCT TO BUILD NEW CUBICLES. FOR PURCHASE OF NEW PRODUCT FOR
NEW CUBICLES, PLEASE GO TO STATEWIDE CONTRACT 230.
TERM OF CONTRACT

THE ANTICIPATED EFFECTIVE DATE AND EXPIRATION DATE OF THE CONTRACT ARE
SHOWN ON THE FRONT OF THIS SOLICITATION. IF AWARD HAS NOT BEEN MADE BY
THE ANTICIPATED EFFECTIVE DATE, THEN THE CONTRACT SHALL BECOME
EFFECTIVE UPON THE DATE THE BID IS ACCEPTED AND CONTRACT AWARDED BY
THE STATE, AS INDICATED BY THE PURCHASING AGENT'S SIGNATURE ON THE
CONTRACT NOTICE OF AWARD (NOTE: THE CHANGE OF EFFECTIVE DATE MAY NOT
RESULT IN A CHANGE OF THE ANTICIPATED EXPIRATION DATE.)

RENEWAL OPTIONS: THIS CONTRACT MAY BE RENEWED UPON SATISFACTORY
COMPLETION OF THE INITIAL CONTRACT TERM. THE STATE RESERVES THE RIGHT
TO EXECUTE UP TO ONE OPTION TO RENEW THIS CONTRACT ANNUALLY UNDER THE
SAME TERMS AND CONDITIONS FOR A PERIOD NOT TO EXCEED 12 MONTHS EACH BY
THE STATE. IT IS MUTUALLY UNDERSTOOD AND AGREED THAT THE STATE'S
COMMITMENT IS LIMITED TO A BASE TERM CONTRACT, NOT TO EXCEED TWELVE
(12) MONTHS, WHICH IS SUBJECT TO RENEWAL ANNUALLY AT THE STATE'S SOLE
OPTION.

IT IS UNDERSTOOD AND AGREED THAT THE STATE RESERVES THE RIGHT TO
EXTEND THE TERM CONTRACT PERIOD RESULTING FROM THIS SOLICITATION AN
ADDITIONAL PERIOD OF TIME, NOT TO EXCEED 180 DAYS BEYOND THE NORMAL
EXPIRATION DATE OF SUCH CONTRACT, UPON MUTUAL WRITTEN AGREEMENT BY
BOTH PARTIES, UNDER THE SAME TERMS AND CONDITIONS. PROVIDED, HOWEVER,
IN NO EVENT SHALL THE MAXIMUM TERM OF A CONTRACT EXCEED A TOTAL OF
SIXTY (60) MONTHS.
DELIVERY TIME (DAYS)

ALL ITEMS MUST BE DELIVERED WITHIN APPROXIMATELY -90- DAYS AFTER
RECEIPT OF A PURCHASE ORDER.

FREIGHT F.O.B. STATE AND LOCAL GOVERNMENT AGENCIES

ALL QUOTATIONS SHALL BE F.O.B. DESTINATION. THE TERM F.O.B.
DESTINATION SHALL MEAN DELIVERED AND UNLOADED ONTO THE RECEIVING DOCK
OF ANY STATE AGENCY AND, WHEN APPLICABLE, ANY LOCAL GOVERNMENT AGENCY
OR AUTHORIZED CORPORATION WITHIN THE STATE OF TENNESSEE, WITH ALL
CHARGES FOR TRANSPORTATION AND UNLOADING PREPAID BY THE
VENDOR/CONTRACTOR.

VENDOR REPORTING

CONTRACT VENDORS WILL BE REQUIRED TO SUBMIT REPORTS VALIDATING
CONTRACT PURCHASES, INCLUDING PURCHASES MADE BY LOCAL GOVERNMENTS, BY
PERIOD, LINE ITEM AND RECEIVING LOCATION. REPORTS WILL DETAIL A
MINIMUM THE FOLLOWING INFORMATION:

1. CONTRACT NUMBER
2. CONTRACT LINE ITEM NUMBERT
3. COMMODITY DESCRIPTION
4. LINE ITEM QUANTITY PURCHASED
5. LINE ITEM DOLLAR AMOUNT (VOLUME) PURCHASED

ADDITIONAL REPORT DETAILS MAY BE REQUIRED WITH A THIRTY (30) DAY
WRITTEN NOTICE. REPORTS ARE DUE AT THE PURCHASING DIVISION OFFICE IN
THE FIRST WEEK OF THE FOURTH (4TH) QUARTER OF THE CONTRACT TERM.
REPORTS MUST BE SUBMITTED ELECTRONICALLY OR BY DIGITAL APPLIANCE IN
MICROSOFT EXCEL FORMAT. SEMI-ANNUAL OR QUARTERLY REPORTS MAY BE
REQUESTED IN WRITING BY THE CONTRACT ADMINISTRATOR WITH A THIRTY (30)
DAY WRITTEN NOTICE TO THE VENDOR.

BIDDER'S QUALIFICATION

BIDDERS MUST, UPON REQUEST OF THE STATE, FURNISH SATISFACTORY EVIDENCE
OF THEIR ABILITY TO FURNISH PRODUCTS OR SERVICES IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THESE SPECIFICATIONS. THE ASSISTANT
COMMISSIONER, DEPARTMENT OF GENERAL SERVICES, PURCHASING DIVISION,
RESERVES THE RIGHT TO MAKE THE FINAL DETERMINATION AS TO A BIDDER'S
ABILITY TO PERFORM.

RETURN GOODS POLICY FOR WARRANTY MATTERS

ALL COSTS ASSOCIATED WITH THE RETURN OF GOODS FOR REPAIR AND/OR
REPLACEMENT UNDER WARRANTY SHALL BE DONE AT THE EXPENSE OF THE VENDOR.

CANCELLATION

TERMINATION FOR CONVENIENCE: THE STATE MAY TERMINATE THIS CONTRACT
WITHOUT CAUSE. SAID TERMINATION SHALL NOT BE DEEMED A BREACH OF
CONTRACT BY THE STATE. THE STATE SHALL GIVE THE VENDOR/CONTRACTOR AT
LEAST NINETY (90) DAYS WRITTEN NOTICE BEFORE THE EFFECTIVE CANCELATION
DATE.
THE VENDOR/CONTRACTOR SHALL BE ENTITLED TO RECEIVE COMPENSATION FOR
GOODS SHIPPED OR SERVICES SATISFACTORILY COMPLETED AS OF THE
CANCELATION DATE, BUT IN NO EVENT SHALL THE STATE BE LIABLE TO THE
VENDOR/CONTRACTOR FOR COMPENSATION FOR ANY GOODS OR SERVICES WHICH
HAVE NOT BEEN RENDERED.
UPON SUCH TERMINATION, THE VENDOR/CONTRACTOR SHALL HAVE NO RIGHT TO
ANY ACTUAL GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER
CLAIMS WHATSOEVER OF ANY DESCRIPTION OR AMOUNT.

TERMINATION FOR CAUSE: IF THE VENDOR/CONTRACTOR FAILS TO FULFILL ITS
OBLIGATIONS UNDER THIS CONTRACT IN A TIMELY OR PROPER MANNER, OR IF
THE VENDOR/CONTRACTOR VIOLATES ANY TERMS OF THIS CONTRACT, THE STATE
SHALL HAVE THE RIGHT TO IMMEDIATELY TERMINATE THE CONTRACT UPON
WRITTEN NOTICE OF INTENT TO CANCEL. THE STATE SHALL HAVE THE RIGHT TO
WITHHOLD PAYMENT IN EXCESS OF FAIR COMPENSATION FOR COMPLETED
SERVICES. NOTWITHSTANDING THE ABOVE, THE CONTRACTOR SHALL NOT BE
RELIEVED OF LIABILITY TO THE STATE FOR DAMAGES SUSTAINED BY VIRTUE OF
ANY BREACH OF THIS CONTRACT BY THE CONTRACTOR.

AT THE END OF ANY FISCAL YEAR ANY CONTRACT MAY BE CANCELED BY THE
STATE WITHOUT NOTICE, IN THE EVENT THAT FUNDS TO SUPPORT THE CONTRACT
BECOME UNAVAILABLE.

THE VENDOR/CONTRACTOR WILL BE REQUIRED TO HONOR ALL PURCHASE ORDERS
THAT WERE PREPARED AND DATED PRIOR TO THE DATE OF THE TERMINATION, IF
RECEIVED BY THE VENDOR/CONTRACTOR WITHIN A PERIOD OF THIRTY (30) DAYS
FOLLOWING THE DATE OF TERMINATION.

SUBCONTRACTING: RESPONSIBILITIES AND LIABILITIES

THE CONTRACTOR SHALL NOT ENTER INTO ANY SUBCONTRACT FOR SERVICES
WITHOUT THE WRITTEN CONSENT OF THE DEPUTY COMMISSIONER, DEPARTMENT OF
GENERAL SERVICES, PURCHASING DIVISION. THE AWARDED CONTRACTOR IS
RESPONSIBLE FOR WORK, SERVICE, PERFORMANCE, CONTRACTUAL LIABILITY
WORKERS' COMPENSATION INJURIES OF EMPLOYEES AND SUBS (UNLESS
SUBCONTRACTOR ASSUMES RESPONSIBILITY AND FURNISHES AN ORIGINAL
CERTIFICATE OF INSURANCE AS PROOF OF INSURANCE FOR WORKERS'
COMPENSATION AND NAMING THE STATE OF TENNESSEE AS ADDITIONALLY INSURED
FOR GENERAL LIABILITY), AND PAYMENT TO THE SUBCONTRACTOR. ALL COSTS
INCURRED FOR SUBCONTRACTING MUST BE INCLUDED IN THE BID PRICE.

THE SUCCESSFUL BIDDER(S) WILL BE REQUIRED TO FURNISH A LABOR AND
MATERIAL SURETY BOND ISSUED BY A SURETY COMPANY LICENSED TO DO
BUSINESS IN THE STATE OF TENNESSEE IN THE AMOUNT OF TWENTY-FIVE (25) %
OF THE TOTAL CONTRACT AMOUNT. SUCH BOND SHALL BE FURNISHED TO THE
PURCHASING DIVISION WITHIN TEN (10) WORKING DAYS AFTER THE REQUEST.
THE SURETY BOND WILL INSURE THAT THE CONTRACTOR WILL PAY FOR ALL LABOR
AND MATERIALS USED BY THE CONTRACTOR, OR ANY IMMEDIATE OR REMOTE
SUBCONTRACTOR UNDER THE CONTRACTOR, IN SUCH CONTRACT, IN LAWFUL MONEY
OF THE UNITED STATES.


LIST BELOW THE NAME, COMPLETE ADDRESS AND PHONE NUMBER OF ALL
SUBCONTRACTOR(S):

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

OPEN OFFICE LANDSCAPE INSTALLATION SPECIFICATIONS

1. AT THE ELECTION OF THE STATE, THE VENDOR/CONTRACTOR WILL BE
RESPONSIBLE FOR RECEIPT OF ALL PRODUCTS, UNLOADING INSIDE DELIVERY
AND PROTECTION OF SAME; COORDINATING DELIVERY TIME WITH DEPARTMENT
OF FINANCE AND ADMINISTRATION AND USER AGENCY AT NO ADDITIONAL
COST TO THE STATE. THE VENDOR/CONTRACTOR MUST BE PREPARED TO WARE-
HOUSE INCOMPLETE SHIPMENTS UNTIL ALL ESSENTIAL PRODUCTS ARE AVAIL-
ABLE FOR COMPLETE INSTALLATION. WAREHOUSING MAY ALSO BE REQUIRED
IF PRODUCT IS NOT DELIVERED PRECISELY AS ACKNOWLEDGED AND/OR TO
BETTER COORDINATE INSTALLATION SCHEDULING. AN INSTALLATION
SCHEDULE SHOULD BE ESTABLISHED AND ADHERED TO. AFTER AWARD, WHEN
THE STATE ELECTS TO USE THIS FEATURE, THE PERCENTAGE QUOTED BY THE
SUCCESSFUL BIDDER WILL BE APPLIED TO THE NET PRODUCT TOTAL.

2. AS THE CONTRACT PROCEEDS, THE CONTRACTOR SHOULD UTILIZE CREWS
EXPERIENCED IN STATE INSTALLATIONS.

3. INSTALLERS WILL BE RESPONSIBLE FOR COORDINATING WITH BUILDING
MANAGEMENT OFFICIALS AND LOCAL MUNICIPAL AUTHORITIES, OBTAINING
ALL NECESSARY PERMITS INCLUDING REQUIRED INSURANCE, AS APPLICABLE.
AWARDED VENDOR(S) ARE REMINDED THAT IT IS THEIR RESPONSIBILITY TO
OBTAIN AND BE FAMILIER WITH ANY PARTICULAR RULES OR REGULATIONS
PERTAINING TO ACCESS TO BUILDING WORK SITES. INSTALLATION IS TO
INCLUDED CLEAN-UP AND REMOVAL OF ANY AND ALL PACKING MATERIALS AND
TRASH FROM THE BUILDING UPON COMPLETION OF THE JOB.
ALL STATE OFFICE BUILDINGS MAINTAIN A SMOKE FREE ENVIRONMENT.
SUPERVISORS ARE TO INSPECT THE JOB SITE WITH THE CONTRACTOR PRIOR
TO STARTING WORK AND NOTE ANY EXISTING DAMAGES. THESE NOTES MUST
BE SUBMITTED TO THE STATE PROJECT MANAGER PRIOR TO THE COMMENCE-
MENT OF WORK. ALL TRUCK DELIVERIES MUST BE DIRECTED BY VENDOR
GROUND PERSONNELL TO AVOID DAMAGES TO DRIVEWAY CURBS, ELEVATORS
AND FLOORING MUST BE PROTECTED WHEN MOVING PRODUCT OR OWNER ITEMS
INTO THE BUILDING. ALL WALLS ARE TO BE PROTECTED WHEN STAGING
PRODUCT TO BE INSTALLED.

4. ALL PANELS AND COMPONENTS ARE TO BE INSTALLED IN ACCORDANCE WITH
THE INSTALLATION DRAWINGS WHICH ARE FURNISHED AND/OR APPROVED BY
THE REAL PROPERTY ADMINISTRATION, DEPARTMENT OF FINANCE AND
ADMINISTRATION, STATE OF TENNESSEE.

OPEN OFFICE LANDSCAPE DESIGN SPECIFICATIONS

1. DATA BASE:
A. THE STATE WILL UTILIZE AN IN-HOUSE DESIGN STAFF AND COMPUTER-
AIDED-DESIGN SYSTEM (CAD). THEREFORE, WITHIN 45 DAYS OF THE
CONTRACT AWARD, THE VENDOR SHALL SUPPLY AT NO COST TO THE
STATE, A COMPLETE ELECTRONIC DATA BASE, BOTH GRAPHIC AND
CATALOG INFORMATION, THAT IS FULLY COMPATIBLE WITH EITHER
"PROJECT SYMBOLS/PROJECTSPEC" SOFTWARE PACKAGE AS PRODUCED BY:

PROJECT MATRIX
11655 LEBANNON ROAD
CINCINNATI, OHIO 45241-2012


2. AT THE ELECTION OF THE STATE AND WITH PRIOR APPROVAL OF THE
REAL PROPERTY ADMINISTRATION, DEPARTMENT OF FINANCE AND
ADMINISTRATION, THE VENDOR/CONTRACTOR SHALL PROVIDE FULL DESIGN
SERVICES FROM ABOVE DATA BASE AND TURNED INTO THE STATE IN ELEC-
TRONIC FORMAT TO INCLUDE:

A. PROGRAMMING:
DETERMINING, WITH THE CONSULTATION OF THE USER AGENCY AND THE
OFFICE OF THE REAL PROPERTY ADMINISTRATION, DEPARTMENT OF
FINANCE AND ADMINISTRATION, THE GOALS, OBJECTIVES AND LIMITA-
TIONS. THE ON-SITE INSPECTION WITH FIELD MEASUREMENTS SHALL BE
REQUESTED.

B. COMMUNICATION/ADJACENCY STUDY:
DESIGNS WILL CONSIDER THE ORGANIZATIONAL INTERACTION OF INDIV-
IDUALS AND GROUPS SO THE SPACE PLAN WILL EMPHASIZE, IMPROVE
OR, AT MANAGEMENT'S DIRECTION, ALTER SUCH STUDY.

C. EQUIPMENT NEEDS:
BOTH INDIVIDUAL AND GROUP STANDARDS SHALL BE SET WHERE
POSSIBLE. RECOGNITION OF SIMILAR SOLUTIONS IN OTHER LOCATIONS
AND/OR DEPARTMENTS MAY BE NECESSARY TO INSURE UNIFORMITY.

D. SPACE PLANNING/INTERIOR DESIGN:
PLANS SHOULD INDICATE LOCATION OF ALL EXISTING STRUCTURAL
ELEMENTS AND ANY REQUIRED NEW CONSTRUCTION. IF REQUIRED BY
REAL PROPERTY ADMIN., DEP'T. OF FINANCE AND ADMINISTRATION,
ELECTRICAL NEEDS, SPECIAL CONSTRUCTION, AND COLOR COORDINATION
SHALL BE NOTED ON PLANS. PLAN HEIGHTS, COLORS, ACOUSTICAL AND
FABRIC PANEL LOCATIONS, AND COMPONENT ELEVATIONS, AND EXISTING
STATE EQUIPMENT PLANS FOR REUSE SHOULD BE CONSIDERED IN PRE-
PARING COMPLETE, FUNCTIONAL AND ATTRACTIVE PLANS AND SHOULD BE
CLEARLY IDENTIFIED FOR REVIEW.

E. IN REVIEWING PLANS THAT MAY REQUIRE NEW CONSTRUCTION AND
DESIGN, VENDOR/CONTRACTORS SHOULD NOTE THE FEASIBILITY OF
USING EXISTING STATE COMPONENTS WHICH SHOULD BE SCHEDULED FOR
RE-USE AND CLEARLY NOTED IN THE DESIGN.

F. INSTALLATION DRAWINGS:
CLEAR, CONCISE PLANS AND/OR ELEVATIONS SUITABLE FOR REVIEW BY
THE STATE AND USE BY INSTALLATION CREWS SHALL BE FURNISHED

G. SPECIFICATIONS AND DRAWINGS:
INCLUDING REPRODUCIBLE COPIES, SHALL BE PROVIDED TO USER
AGENCIES AND THE REAL PROPERTY ADMINISTRATION, DEPARTMENT
OF FINANCE AND ADMINISTRATION, THE RESPONSIBLE AUTHORITY ON
ALL DESIGNS AND SPECIFICATIONS. AFTER AWARD, WHEN THE STATE
ELECTS TO USE THIS FEATURE, THE PERCENTAGE QUOTED BY THE
SUCCESSFUL BIDDER WILL BE APPLIED TO THE NET PRODUCT TOTAL.

H. RE-DESIGN AND RE-INSTALLATION:
DURING THE COURSE OF THE CONTRACT, IT MAY BECOME NECESSARY TO
RE-DESIGN AND/OR RE-INSTALL STATE-OWNED OPEN OFFICE LANDSCAPE
PRODUCTS. ALL DESIGNS AND INSTALLATIONS WOULD REQUIRE PRIOR
APPROVAL OF REAL PROPERTY ADMINISTRATION, DEPARTMENT OF
FINANCE AND ADMINISTRATION. THE STATE AGENCY, IN CONJUNCTION
WITH THE REAL PROPERTY ADMINISTRATION, DEPARTMENT OF FINANCE
AND ADMINISTRATION, WILL BE RESPONSIBLE FOR MONITORING THESE
JOBS. BIDDERS ARE REQUESTED TO STATE A PRICE PER MAN HOUR FOR
RE-DESIGN AND RE-INSTALLATION ON THE QUOTATION SHEET.

I. PRODUCT LINES:
THE STATE DESIRES TO HAVE ACCESS TO A FULL LINE OF
SUPPLEMENTAL ACTION OFFICE PRODUCTS.

THE FOLLOWING DEALER TERRITORIES FOR THE STATE OF TENNESSEE HAVE BEEN
DETERMINED BY HERMAN MILLER CORPORATE OFFICES:

ZONE 1: CHATTANOOGA ZONE
THE FOLLOWING COUNTIES ARE INCLUDED IN ZONE 1: HAMILTON, BRADLEY,
POLK, MCMINN, MEIGS, RHEA.

ZONE 2: KNOXVILLE ZONE
THE FOLLOWING COUNTIES ARE INCLUDED IN ZONE 2: SCOTT, CAMPBELL,
CLAIRBORNE, HANCOCK, HAWKINS, SULLIVAN, JOHNSON, CARTER, WASHINGTON,
MONROE, LOUDEN, BLOUNT, ROANE, KNOX, SEVIER, COCKE, UNICOI,
GREENE, JEFFERSON, MORGAN, ANDERSON, UNION, HAMBLEN, GRAINGER.

ZONE 3: NASHVILLE ZONE
THE FOLLOWING COUNTIES ARE INCLUDED IN ZONE 3: STEWART, MONTGOMERY,
ROBERTSON, SUMNER, MACON, CLAY, PICKETT, HOUSTON, DICKSON, PERRY,
HUMPHREYS, HICKMAN, WILLIAMSON, CHEATAM, DAVIDSON, WILSON, SMITH,
JACKSON, PUTMAN, OVERTON, FENTRESS, CUMBERLAND, WHITE, DEKALB,
CANNON, WARREN, VAN BUREN, BLEDSOE, SEQUATCHIE, GRUNDIE, MARION,
COFFEE, MOORE, FRANKLIN, RUTHERFORD, BEDFORD, LINCOLN, HARDIN,
WAYNE, LAWRENCE, LEWIS, GILES, MAURY, MARSHALL, TROUSDALE.

ZONE 4: MEMPHIS ZONE
THE FOLLOWING COUNTIES ARE IN ZONE 4: SHELBY, FAYETTE, HARDEMAN,
MCNAIRY, CHESTER, DECATUR, TIPTON, HAYWOOD, LAUDERDALE, LAKE,
OBION, WEAKLEY, HENRY, DYER, GIBSON, CROCKETT, CARROLL, BENTON,
MADISON, HENDERSON.

DEALERS IN EACH OF THE FOUR ZONES ARE INVITED TO BID THEIR ZONE
ONLY. THIS SHOULD RESULT IN FOUR INDIVIDUAL CONTRACTS; ONE FOR EACH
OF THE DEALER ZONES. AGENCY PURCHASES ORDERS SHOULD THEN BE DIRECTED
TO THE COUNTY ZONE WHERE THE ORDER ORIGINATED.

THERE ARE NO LINES IN THE BID DOCUMENT FOR SUPPLEMENTAL OR REPAIR
PARTS. HOWEVER, A LINE WILL BE ADDED TO THE CONTRACT DOCUMENTS FOR
BILLING PARTS. PARTS SHOULD BE BILLED AT DEALER COST PER THE TERMS
OF THIS SOLICITATION. NO ADDITIONAL MARK-UP IS PERMITTED ON PARTS
ALTHOUGH PARTS CAN BE DISCOUNTED AT DEALER'S DISGRESSION.