HomeMy WebLinkAboutC-9555-2 - On-Call Purchase and Installation for Space Planning and Freestanding Modular Furniture Installation ServicesN
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ON -CALL PURCHASE AND INSTALLATION AGREEMENT
WITH INTERIOR OFFICE SOLUTIONS, INC., DOING BUSINESS AS PEOPLESPACE,
V FOR SPACE PLANNING AND FREESTANDING MODULAR FURNITURE
INSTALLATION SERVICES
THIS ON -CALL PURCHASE AND INSTALLATION AGREEMENT ("Agreement") is
made and entered into as of this 22nd day of October, 2024 ("Effective Date") by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("City"), and INTERIOR OFFICE SOLUTIONS, INC., a California corporation whose
address is 17800 Mitchell North, Irvine, CA 92614, doing business as ("dba") PeopleSpace
("Contractor'), and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City and Contractor previously entered into that certain, Purchase and Installation
Agreement with Interior Office Solutions, Inc., doing business as Peoplespace, Inc.,
for Space Planning and Freestanding Modular Furniture Installations Services, dated
March 20, 2024, to provide space planning and freestanding modular furniture
installation services, pursuant to which Contractor provided design and space
planning recommendations to City ("Prior Agreement").
C. City now desires to engage Contractor to provide on -call space planning and
freestanding modular furniture purchase and installation services so that similar
services can be provided to additional departments throughout the City ("Project").
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by the City for the Project, is familiar with all
conditions relevant to the performance of services and has committed to perform all
work required for the price specified in this Agreement.
E. Pursuant to a competitive bidding process, Contractor was awarded a Regional
Cooperative Agreement by the County of Orange ("County"), Contract Number RCA-
017-22010154 ("County Agreement"), to which the City now desires to piggyback for
purposes of the Project.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SCOPE OF WORK
1.1 Contractor shall perform the Project in accordance with the following
provisions of the County Agreement, which specific provisions are hereby incorporated
into this Agreement as Exhibit "A" ("Services" or "Work"). References therein to "County"
or "County of Orange" shall be deemed reference to "City" or "City of Newport Beach,"
respectively:
1.1.1 Attachment A, Scope of Work, Sections II, III, and V;
1.1.2 Attachment A, Scope of Work, subsections B through Q, of Section
IV;
1.1.3 Attachment B, Pricing and Compensation;
1.1.4 Attachment C, Items List/Fees; and
1.1.5 Attachment D, Subcontractor(s).
1.2 Upon written request from the Project Administrator, as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the following:
1.2.1 A detailed description of the Services to be provided;
1.2.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
1.2.3 The estimated number of hours and cost to complete the Services;
1.2.4 The time needed to finish the specific project;
1.2.5 The purchase price for Free -Standing Modular Furniture, as
specified on Exhibit A (hereinafter referred to as "Products"), and
1.2.6 The rates and total prices for labor, materials, and any other fees,
charges, or expenses, in accordance with Exhibit A.
1.3 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
2. TIME OF PERFORMANCE
2.1 Time is of the essence in the performance of services under this Agreement.
and Contractor shall complete all Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall
be performed to completion in a diligent and timely manner. The failure by Contractor to
strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform
the Services in a diligent and timely manner may result in termination of this Agreement by
City.
2.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays
due to causes beyond Contractor's reasonable control. However, in the case of any such
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delay in the Services to be provided for the Project, each party hereby agrees to provide
notice within two (2) calendar days of the occurrence causing the delay to the other party
so that all delays can be addressed.
2.3 Contractor shall submit all requests for extensions of time for performance in
writing to the Project Administrator as defined herein not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project Administrator
shall review all such requests and may grant reasonable time extensions for unforeseeable
delays that are beyond Contractor's control.
2.4 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by hand -delivery
or mail.
3. TERM
The term of this Agreement shall commence on the Effective Date and shall
terminate on November 14, 2027, unless terminated earlier as set forth herein. In the event
that the County Agreement is extended, the City shall have the option to extend this
Agreement upon written notice to Contractor, for an additional one (1) year term, upon the
same terms and conditions set forth herein, commencing upon the expiration of the
immediately preceding term. Notwithstanding the foregoing, this Agreement shall not extend
beyond the active term of the County Agreement.
4. COMPENSATION
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the provisions of Exhibit
A. Contractor's compensation for all Work performed in accordance with this Agreement,
including the initial term, all additional terms, and all reimbursable items and subcontractor
fees, shall not exceed One Hundred Twenty Thousand Dollars and 00/100 ($120,000),
without prior written authorization from City. No billing rate changes shall be made during
the term of this Agreement without the prior written approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person who
performed the Work, a brief description of the Services performed and/or the specific task
in the Scope of Services to which it relates, the date the Services were performed, the
number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days
after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in the provisions of Exhibit A or specifically approved in writing in advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any Work
that is determined by City to be necessary for the proper completion of the Project, but which
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is not included within the Scope of Services and which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Compensation for any
authorized Extra Work shall be paid in accordance with the rates as set forth in Exhibit A.
4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its
dates of installation to enable the City to prepare the installation sites for the Products in
accordance with the instructions of Contractor. The City shall complete site preparation
prior to the date of installation of the Products, and the site shall thereafter be available for
inspection and approval. All costs and expenses related to the site preparation shall be at
the sole expense of City.
4.6 Extra Work. Contractor shall not receive any compensation for Extra Work
without the prior written authorization of the City. As used herein, "Extra Work" means any
work that is determined by the City to be necessary for the proper completion of the Project,
but which is not included in the Purchase Price as specified in Exhibit A, and which parties
did not reasonably anticipate would be necessary. Compensation for any authorized Extra
Work shall be paid in accordance with the hourly rates set forth in Exhibit A.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during the
term of the Agreement. Contractor has designated Paula Ray to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
City's Systems and Administration Manager or designee shall be the Project Administrator
and shall have the authority to act for City under this Agreement.
7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit A in
performing services under this Agreement. Any deviation from the materials described in
Exhibit A shall not be installed unless approved in advance by the City Project Administrator.
7.2 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform the
services required by this Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall be performed by
qualified and experienced personnel who are not employed by City, nor have any
contractual relationship with City.
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8. RESPONSIBILITY FOR DAMAGES OR INJURY
8.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss or
damage to any of the materials or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's performance of the services
required hereunder; or for damage to property from any cause arising from the performance
of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone
employed by either of them, unless caused by the City's negligent acts, omissions, or willful
misconduct.
8.2 Contractor shall be responsible for any liability imposed by law and for injuries
to or death of any person or damage to property resulting from defects, obstructions or from
any cause to the extent arising from the negligent acts, omissions, or willful misconduct of
the Contractor' or any subcontractor or supplier selected by the Contractor.
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by this
Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liability, costs and expenses (including, without limitation, attorneys' fees,
disbursements and court costs) of every kind and nature whatsoever (individually, a Claim;
collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly)
to any breach of the terms and conditions of this Agreement, and Work performed or
Services provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on the Project
(including the negligent and/or willful acts, errors and/or omissions of Contractor, its
principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may be liable
or any or all of them); (2) use of improper materials in performing this Project including,
without limitation, defects in workmanship or materials and/or design defects; and/or (3) any
and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall
include reasonable attorneys' fees and all other costs incurred in defending any such claim.
Contractor's liability in this Subsection shall be limited to the maximum amount of its
insurance coverage for claims arising out non -negligent and non -intentional acts performed
under this Agreement. Contractor shall not be held responsible for consequential or special
damages, or claims made to City for such consequential or special damages. Nothing
herein shall require Contractor to indemnify City from the negligence or willful misconduct
of City, its officers or employees.
8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold
City, its agents, officers, representatives, employees and City Council, boards and
commissions harmless from any proceeding brought against City for any intentional or
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unintentional violation of the intellectual property rights of any third party with respect to
Products deliverables purchased in this Agreement This indemnification shall include, but
is not limited to, infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Contractor's deliverables provided under this
Agreement.
8.5 Contractor shall perform all Project work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall perform work as specified in Exhibit A to limit impacts to traffic during the
system installation period. Contractor shall be liable for any private or public property
damaged during the performance of the Project work.
8.6 As required by Section 19 of the County Agreement, Contractor shall hold
harmless the County of Orange from all claims, demands, actions or causes of actions of
every kind resulting directly or indirectly, arising out of, or in any way connected with the use
of the County Agreement herein.
8.7 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided in Section 8.3 above.
8.8 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
9. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor
nor its employees, nor any of its subcontractors, are to be considered employees of the City.
The manner and means of conducting the work are under the control of Contractor, except
to the extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment shall accrue to Contractor
or its employees.
10. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work to be
performed. City agrees to cooperate with the Contractor on the Project.
11. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit B, and incorporated herein by reference.
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12. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California, not
less than the general prevailing rate of per diem wages including legal holidays and overtime
Work for each craft or type of workman needed to execute the Work contemplated under
the Agreement shall be paid to all workmen employed on the Work to be done according to
the Agreement by the Consultant and any subcontractor. In accordance with the California
Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the
general prevailing rate of per diem wages in the locality in which the Work is to be performed
for each craft, classification, or type of workman or mechanic needed to execute the
Agreement. A copy of said determination is available by calling the prevailing wage hotline
number (415) 703-4774, and requesting one from the Department of Industrial Relations.
The Consultant is required to obtain the wage determinations from the Department of
Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall
be the obligation of the Consultant or any subcontractor under him/her to comply with all
State of California labor laws, rules and regulations and the parties agree that the City shall
not be liable for any violation thereof.
13. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform work on this Project are
identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions
of any subcontractor. Nothing in this Agreement shall create any contractual relationship
between City and any subcontractor nor shall it create any obligation on the part of City to
pay or to see to the payment of any monies due to any such subcontractor other than as
otherwise required by law. City is an intended beneficiary of any work performed by the
subcontractor for purposes of establishing a duty of care between the subcontractor and
City. Except as specifically authorized herein, the services to be provided under this
Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out
without the prior written approval of City.
14. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or his/her designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return that
City earned on its investments during the time period, from the date of withholding of any
amounts found to have been improperly withheld.
15. CONFLICTS OF INTEREST
15.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seg.,
which (1) require such persons to disclose any financial interest that may foreseeably be
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materially affected by the work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest.
15.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach and
is grounds for immediate termination of this Agreement by City. Contractor shall indemnify
and hold harmless City for any and all claims for damages resulting from Contractor's
violation of this Section.
16. NOTICES
16.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter
provided. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Systems and Administration Manager
Community Development Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
16.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attention: Paula Ray
Interior Office Solutions, Inc.
dba PeopleSpace
17800 Mitchell North
Irvine, CA 92614
17. TERMINATION
17.1 Termination With Cause - In the event that either party fails or refuses to
perform any of the provisions of this Agreement at the time and in the manner required, that
party shall be deemed in default in the performance of this Agreement. If such default is not
cured within a period of five (5) calendar days, or if more than five (5) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within five (5) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such default,
the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
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17.2 Termination Without Cause. Notwithstanding the above provisions, City shall
have the right, at its sole discretion and without cause, of terminating this Agreement at any
time by giving seven (7) calendar days prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractor for services satisfactorily performed
and costs incurred in the performance of such services up to the effective date of termination
for which Contractor has not previously been paid. In the event of termination under this
Section, City shall also pay Contractor for all Products, associated materials, and hardware
delivered to City site under this Agreement that City deems usable.
18. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has
visited the Project site(s), has become familiar with the local conditions under which the
work is to be performed, and has taken into consideration these factors in submitting its
Project proposal and Scope of Work.
19. WARRANTY
19.1 Contractor warrants to City that all Products to be delivered hereunder will be
free from defects in material or workmanship and will be of the kind and quality designated
or specified by Contractor in Exhibit A. The warranty shall apply only to defects appearing
within two years from the date of final acceptance by City for hardware products not
manufactured by the Contractor, and two years from the date of final acceptance by City for
hardware products manufactured by Contractor. If Contractor installs the Products and
associated hardware and materials, or supplies technical directions of installation by
Agreement, the warranty period shall run from the date of final acceptance of installation by
City, provided same is not unreasonably delayed by City.
19.2 If Contractor -manufactured equipment delivered hereunder does not meet the
above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon
correct any defect, including non-conformance with the specifications, either (at its option)
by repairing any defective or damaged parts of the equipment, or by making available any
necessary replacement parts, delivered and installed without additional charge to City within
seven (7) working days. City will return the defective product to Contractor, at Contractor's
expense. Contractor shall repair or replace the defective item and return it to City, shipping
costs prepaid. Contractor shall perform any necessary testing, hardware and equipment
removal, repair, replacement, certification, and installation at no cost to the City during the
warranty period, using Contractor's equipment.
19.3 The foregoing warranty is in addition to the warranties contained in Exhibit A,
and are exclusive and in lieu of all other warranties, whether written, oral, implied or
statutory. Contractor does not warrant any equipment of other manufacture designated by
City.
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20. REPRESENTATIONS
20.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the products sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
20.2 Authority. Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
20.3 No Other Representations. Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
21. CONFIDENTIAL INFORMATION.
21.1 Confidential Information. In the performance of this Agreement or in
contemplation thereof, the parties and their respective employees and agents may have
access to private or confidential information owned or controlled by the other party and such
information may contain proprietary details and disclosures. All information and data
identified in writing as proprietary or confidential by either party ("Confidential Information")
and so acquired by the other party or its employees or agents under this Agreement or in
contemplation thereof shall be and shall remain the disclosing party's exclusive property.
The recipient of Confidential Information shall use all reasonable efforts (which in any event
shall not be less than the efforts the recipient takes to ensure the confidentiality of its own
proprietary and other confidential information) to keep, and have its employees and agents
keep, any and all Confidential Information confidential, and shall not copy, or publish or
disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose
it to others, without the disclosing party's written approval; nor shall the recipient make use
of the Confidential Information except for the purposes of executing its obligations
hereunder, and (except as provided for herein) shall return the Confidential Information and
data to the first party at its request. The City's duty to maintain confidentiality as described
hereunder shall be subject to the laws of the State of California.
21.2 Excluded Information. The foregoing conditions will not apply to information
or data which is, or which becomes generally known to the public by publication or by any
means other than a breach of duty on the part of the recipient hereunder, is information
previously known to the recipient, is information independently developed by or for the
recipient or is information generally released by the owning party without restriction.
21.3 Right to Injunctive Relief. Because of the unique nature of the Confidential
Information, the parties agree that each party may suffer irreparable harm in the event that
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the other party fails to comply with any of its obligations under this Section, and that
monetary damages may be inadequate to compensate either party for such breach.
Accordingly, the parties agree that either party will, in addition to any other remedies
available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of
this Section.
22. ASSIGNMENT
This Agreement shall not be assigned by any party, or any party substituted, without
prior written consent of the City and the Contractor.
23. STANDARD PROVISIONS
23.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
23.2 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
23.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
23.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
23.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
23.6 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party
by reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
23.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
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23.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
23.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange,
State of California.
23.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
23.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
23.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
24. TERMINATION OF PRIOR AGREEMENT
As of the effective date of this Agreement, the Prior Agreement between the Parties,
dated March 20th, 2024, is hereby terminated.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: io A /24
By: -
t>>
ron C. Harp
y Attorney
ATTEST:
Date: t o
By:
For Le' ani . Brown
City Clerk
c�tfrog M-,�
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:_? %O
By:
Gr e Leung
7 t anager
CONTRACTOR: INTERIOR OFFICE
SOLUTIONS, INC., a California
corporation dba PeppleSpgte
:'' ; Date; �,
B Jesse Bagley`'
Chief Executive Officer
Date: I
B
Trisha Fox '
Chief Financial Officer, Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — County of Orange - Regional Cooperative Agreement
Exhibit B — Insurance Requirements
EXHIBIT A
COUNTY OF ORANGE
REGIONAL COOPERATIVE
AGREEMENT
CONTRACT # RCA-017-22010154
Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page A-1
DocuSign Envelope ID:=AA784-D259-460D-AlDC-05952FB9513A
REGIONAL COOPERATIVE AGREEMENT
CONTRACT NUMBER RCA-017-22010154
-� BETWEEN
COUNTY OF ORANGE, COUNTY PROCUREMENT OFFICE
• AND
INTERIOR OFFICE SOLUTIONS, INC., DBA PEOPLESPACE, INC.
FOR
FREE-STANDING MODULAR FURNITURE AND INSTALLATION SERVICES
This Contract RCA-017-22010154 for Free -Standing Modular Furniture and Installation Services
("Contract") is made and entered into as of the date fully executed by and between the County of Orange, a political
subdivision of the State of California, ("County") and Interior Office Solutions, Inc., DBA PeopleSpace, Inc. with a
place of business at 17800 Mitchell North, Irvine, CA 92614 ("Contractor"), with County and Contractor sometimes
referred to individually as "Party" or collectively as "Parties".
ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and
incorporated by reference into this Contract:
Attachment A — Scope of Work
Attachment B —Pricing and Compensation
Attachment C — Item List/Fees
Attachment D — Subcontractor(s)
RECITALS
WHEREAS, County solicited via a Request for Proposal ("RFP") for Free -Standing Modular Furniture and
Installation Services; and
WHEREAS, Contractor responded to RFP and represented that Contractor is qualified to provide Free -
Standing Modular Furniture and Installation Services to County; and
WHEREAS, Contractor agrees to provide Free -Standing Modular Furniture and Installation Services to
County as further set forth in the Scope of Work, attached hereto as Attachment A; and
WHEREAS, Contractor agrees to accept payment based on the pricing set forth in Pricing and
Compensation, attached hereto as Attachment B; and
NOW, THEREFORE, the Parties mutually agree as follows:
ARTICLES
GENERAL TERMS AND CONDITIONS
A. GOVERNING LAW AND VENUE: This Contract has been negotiated and executed in the state of California
and shall be governed by and construed under the laws of the state of California. In the event of any legal
action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to
the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties
specifically agree to waive any and all rights to request that an action be transferred for adjudication to
another county.
B. ENTIRE CONTRACT: This Contract, including Attachments which are attached hereto and incorporated
herein by this reference, contains the entire contract between the Parties with respect to the matters herein,
and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred
to herein. Electronic acceptance of any additional terms, conditions or supplemental contracts by any County
employee or agent, including but not limited to installers of software, shall not be valid or binding on County
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unless accepted in writing by County's Purchasing Agent or designee.
C. AMENDMENTS: No alteration or variation of the terms of this Contract shall be valid unless made in writing
and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on
either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County
unless authorized by County in writing.
D. TAXES: Unless otherwise provided herein or by law, the price stated in Attachment C does not include
California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization
permit number and sales permit number on invoices, if California sales tax is added and collectable. If no
permit numbers are shown, sales tax will be deducted from payment. The Auditor -Controller will then pay
use tax directly to the State of California in lieu of payment of sales tax to Contractor.
E. DELIVERY: Time of delivery of goods or services is of the essence in this Contract. County reserves the
right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable
specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of
work. Acceptance of any part of the order for goods shall not bind County to accept future shipments nor
deprive it of the right to return goods already accepted at Contractor's expense. Over shipments and under
shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be
complete until all goods or services have actually been received and accepted in writing by County.
F. ACCEPTANCE/PAYMENT: Unless otherwise agreed to in writing by County: 1) acceptance shall not be
deemed complete unless in writing and until all the goods/services have actually been received, inspected,
and tested to the satisfaction of County, and 2) payment shall be made in arrears pursuant to Attachment B
after County's satisfactory acceptance.
G. WARRANTY: Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or
encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for
the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement
upon Contractor's part to indemnify, defend and hold County and County Indemnitees, as more fully
described in Article Z, harmless from liability, loss, damage and expense, including reasonable counsel fees,
incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties,
faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal
codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the
California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. PATENT/COPYRIGHT MATERIALS/PROPRIETARY INFRINGEMENT: Unless otherwise expressly provided
in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or
copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified
through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade
secret right of any third party. Contractor agrees that, in accordance with the more specific requirement
contained in Article Z, it shall indemnify, defend and hold County and County Indemnitees harmless from
any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related
to or arising from such claim(s), including, costs and expenses and attorney's fees.
I. ASSIGNMENT: The terms, covenants, and conditions contained herein shall apply to and bind the heirs,
successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of
this Contract nor any portion thereof may be assigned by Contractor without the express prior written consent
of County. Contractor shall provide County no less than sixty (60) calendar days' written notification of its
intent to assign, sell, delegate or otherwise dispose of the rights and obligations of this Contract. Any attempt
by Contractor to assign the performance or any portion thereof of this Contract without the express prior
written consent of County shall be void and invalid and shall constitute a material breach of this Contract.
J. NON-DISCRIMINATION: In the performance of this Contract, Contractor must comply with the requirements
of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in
discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor
acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741
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of the California Labor Code.
K. TERMINATION: In addition to any other remedies or rights it may have by law and those set forth in this
Contract, County has the right to immediately terminate this Contract without penalty for cause or after thirty
(30) calendar days' written notice without cause, unless otherwise specified. Cause shall include, but not be
limited to, any material breach of contract, any misrepresentation or fraud on the part of Contractor, and any
assignment, subcontracting or change of ownership without County's express prior written consent.
County's decision to exercise the right to terminate the Contract shall relieve County of all further obligations
under this Contract. The Parties may mutually terminate this Contract by written agreement at any time.
The rights, obligation, and conditions, that by their express terms or nature and context are intended to
survive the termination or expiration of this Contract, survive any termination or expiration of this Contract.
L. CONSENT TO BREACH NOT WAIVER: Any action or inaction by County or failure of County in any one or
more instances to insist upon strict performance of any of the terms of this Contract or to enforce any right
or provision contained herein shall not be construed as a waiver or relinquishment by County of its rights
hereunder and shall not prevent County from enforcing such provision or right on any future occasion.
Further, no term or provision of this Contract shall be deemed waived and no breach excused, unless such
waiver or consent is in writing and signed by the Party claimed to have waived or consented. Any consent
by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent
to, waiver of, or excuse for any other different or subsequent breach.
M. INDEPENDENT CONTRACTOR: Contractor shall be considered an independent contractor and neither
Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee
of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for
workers' compensation or other fringe benefits of any kind through County.
N. PERFORMANCE: Contractor shall warrant all work under this Contract, taking necessary steps and
precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional
quality, technical assurance, timely completion and coordination of all documentation and other
goods/services furnished by Contractor under this Contract. Contractor shall perform all work diligently,
carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery,
equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses
required by public authorities, including those of County required in its governmental capacity, in connection
with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work
performed by subcontractors.
O. INSURANCE PROVISION: Prior to the provision of services under this Contract, Contractor agrees to
purchase all required insurance at Contractor's expense, including all endorsements required herein,
necessary to satisfy County that the insurance provisions of this Contract have been complied with.
Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit
with County during the entire term of this Contract.
Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this
Contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance
subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow
subcontractors to work if subcontractors have less than the level of coverage required by County from
Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance
requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to
begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract
for inspection by County representative(s) at any reasonable time.
All self -insured retentions (SIRS) shall be clearly stated on the Certificate of Insurance. Any SIR in an
amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk
Manager, or designee, upon review of Contractor's current audited financial report. If Contractor's SIR is
approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this
Contract, agrees to all of the following:
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In addition to the duty to indemnify and hold County harmless against any and all liability, claim,
demand or suit resulting from Contractor's, its agents, employee's or subcontractor's performance
of this Contract, Contractor shall defend County at its sole cost and expense with counsel approved
by Board of Supervisors against same; and
Contractor's duty to defend, as stated above, shall be absolute and irrespective of any duty to
indemnify or hold harmless; and
The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the
duty to defend stated above applies, and Contractor's SIR provision shall be interpreted as though
Contractor was an insurer and County was the insured.
If Contractor fails to maintain insurance acceptable to County for the full term of this Contract, County may
terminate this Contract.
Oualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.
Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key
Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that
the insurer be licensed to do business in the state of California (California Admitted Carrier).
If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management
retains the right to approve or reject a carrier after a review of the company's performance and financial
ratings.
The policy or policies of insurance maintained by Contractor shall provide the minimum limits and coverage
as set forth below:
Coverage
Minimum Limits
Commercial General Liability (Limits may be increased for
Specialty Moving Project
$1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability including coverage for owned, non
owned and hired vehicles
$1,000,000 combined single limit Pei
occurrence
Workers' Compensation
Statutory
Employers' Liability Insurance
$1,000,000 per occurrence
Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG
00 01, or a substitute form providing liability coverage at least as broad.
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00
20, or a substitute form providing coverage at least as broad.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany
the Certificate of Insurance:
1. An Additional Insured endorsement using ISO form CG 20 26 04 13or a form at least as broad
naming the County of Orange, its elected and appointed officials, officers, agents and employees
as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY
WRITTEN CONTRACT.
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2. A primary non-contributing endorsement using ISO form CG 20 0104 13, or a form at least as broad
evidencing that Contractor's insurance is primary, and any insurance or self-insurance maintained
by the County of Orange shall be excess and non-contributing.
The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of
subrogation against the County of Orange, its elected and appointed officials, officers, agents and
employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.
All insurance policies required by this Contract shall waive all rights of subrogation against the County of
Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of
their appointment or employment.
Contractor shall notify County in writing within thirty (30) calendar days of any policy cancellation and ten
(10) calendar days for non-payment of premium and provide a copy of the cancellation notice to County.
Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which
County may suspend or terminate this Contract.
The Commercial General Liability policy shall contain a severability of interest clause also known as a
"separation of insureds" clause (standard in the ISO CG 0001 Policy).
Insurance certificates should be emailed to CEOCPOInsurance(iDoc og v.com
Certificate Holder must state:
County of Orange
c/o: CEO/County Procurement Office
Attn: Insurance
400 W. Civic Center Drive, 5t' Floor
Santa Ana, CA 92701
If Contractor fails to provide the insurance certificates and endorsements within seven (7) calendar days of
notification by CEO/County Procurement Office or the department purchasing division, award may be made
to the next qualified vendor.
County expressly retains the right to require Contractor to increase or decrease insurance of any of the above
insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as
deemed by County of Orange Risk Manager as appropriate to adequately protect County.
County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not
deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such
changes within thirty (30) calendar days of receipt of such notice, this Contract may be in breach without
further notice to Contractor, and County shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's
liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in
any way to reduce the policy coverage and limits available from the insurer.
P. CHANGES: Contractor shall make no changes in the work or perform any additional work without County's
express prior written consent.
Q. CHANGE OF OWNERSHIP/NAME, LITIGATION STATUS, CONFLICTS WITH COUNTY INTERESTS:
Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to
completion of this Contract, and County agrees to an assignment of the Contract, the new owners shall be
required under terms of sale or other transfer to assume Contractor's duties and obligations contained in this
Contract and complete them to the satisfaction of County.
County reserves the right to immediately terminate the Contract in the event County determines that the
assignee is not qualified or is otherwise unacceptable to County for the provision of services under the
Contract.
In addition, Contractor must notify County in writing of any change in Contractor's status with respect to
name changes that do not require an assignment of the Contract. Contractor also must notify County in
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writing if Contractor becomes a party to any litigation against County, or a party to litigation that may
reasonably affect Contractor's performance under the Contract, as well as any potential conflicts of interest
between Contractor and County that may arise prior to or during the period of Contract performance. While
Contractor must provide this information without prompting from County any time there is a change in
Contractor's name, conflict of interest or litigation status, Contractor must also provide an update to County
of its status in these areas whenever requested by County.
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result
in a conflict with County interests. In addition to Contractor, this obligation applies to Contractor's
employees, agents, and subcontractors associated with the provision of goods and services provided under
this Contract. Contractor's efforts shall include, but not be limited to establishing rules and procedures
preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment,
payments, loans or other considerations which could be deemed to influence or appear to influence County
staff or elected officers in the performance of their duties.
R. FORCE MAJEURE: Contractor shall not be assessed with liquidated damages or unsatisfactory performance
penalties during any delay beyond the time named for the performance of this Contract to the extent such
delay is caused by any act of God, war, civil disorder, employment strike or other cause beyond Contractor's
reasonable control, provided Contractor gives written notice of the cause of the delay to County within thirty-
six (36) hours of the start of the delay and Contractor avails itself of any available remedies to end the delay
and minimize the effects of such delay. County may terminate this Contract by written notice to Contractor
if the delay continues substantially uninterrupted for a period of five (5) business days or more.
CONFIDENTIALITY: All County Data shall be deemed confidential. Contractor must hold all County Data
in strict confidence and must maintain the confidentiality of all County Data pursuant to all statutory laws
relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract.
Contractor must not copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose, such County
Data to third parties other than employees, agents, or subcontractors who require the County Data for
performance of this Contract and will not use such County Data for any purpose other than for performance
of this Contract. In addition, Contractor must protect County Data from unauthorized use and disclosure
through the observance of the same or more effective procedural requirements as are applicable to County.
This obligation applies to Contractor's employees, agents, and subcontractors.
Contractor must immediately report to County any and all unauthorized disclosures or uses of County Data
or suspected or threatened unauthorized disclosures or uses of County Data of which Contractor or
Contractor's employees, agents and/or subcontractors are aware or have knowledge or reasonable belief.
Contractor acknowledges that any unauthorized publication or disclosure of County Data to others or
unauthorized use of County Data may cause immediate and irreparable harm to County. If Contractor should
publish, disclose, or use such County Data without authorization, or threaten such action, County is
immediately entitled to injunctive relief and any other remedies to which it is entitled under law or equity,
without requiring a cure period. Contractor must, in accordance with the more specific requirements
contained in Article Z, indemnify, defend, and hold County and County Indemnitees harmless from and
against any and all damages, costs, liabilities, and expenses (including without limitation attorneys' fees)
relating to or arising from Contractor's unauthorized publication, use, or disclosure of County Data.
T. COMPLIANCE WITH LAWS: Contractor represents and warrants that services to be provided under this
Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions,
ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by
County in its governmental capacity and all other laws applicable to the services at the time services are
provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to
ensure such compliance, and pursuant to the requirements of Article Z, Contractor agrees that it shall defend,
indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses
arising from or related to a violation of such laws.
U. FREIGHT: Contractor assumes full responsibility for all transportation, transportation scheduling, packing,
handling, insurance, and other services associated with delivery of all products deemed necessary under this
Contract.
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V. SEVERABILITY: If any term, covenant, condition or provision of this Contract is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full
force and effect and shall in no way be affected, impaired or invalidated thereby.
W. ATTORNEY FEES: In any action or proceeding to enforce or interpret any provision of this Contract, each
Party shall bear its own attorney's fees, costs and expenses.
X. INTERPRETATION: This Contract has been negotiated at arm's length and between persons sophisticated
and knowledgeable in the matters dealt with in this Contract. In addition, each Party has been represented
by experienced and knowledgeable independent legal counsel of its own choosing or has knowingly declined
to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further
acknowledges that it has not been influenced to any extent whatsoever in executing this Contract by any
other Party hereto or by any person representing them, or both. Accordingly, any rule or law (including
California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in
this Contract against the party that has drafted it is not applicable and is waived. The provisions of this
Contract shall be interpreted in a reasonable manner to effect the purpose of the Parties and this Contract.
Y. EMPLOYEE ELIGIBILITY VERIFICATION: Contractor warrants that it is and it will remain in full compliance
with all Federal and State statutes and regulations regarding the employment of aliens and others and that
all its employees performing work under this Contract meet the citizenship or alien status requirement set
forth in Federal statutes and regulations. Contractor shall obtain, from all employees performing work
hereunder, all verification and other documentation of employment eligibility status required by Federal or
State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986,
8 U. S.C. § 1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain
all such documentation for all covered employees for the period prescribed by the law. Contractor shall
indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents,
officers, and employees from employer sanctions and any other liability which may be assessed against
Contractor or County or both in connection with any alleged violation of any Federal or State statutes or
regulations pertaining to the eligibility for employment of any persons performing work under this Contract.
Z. INDEMNIFICATION: Contractor agrees to indemnify, defend with counsel approved in writing by County,
and hold County, its elected and appointed officials, officers, employees, agents and those special districts
and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees")
harmless from any claims, demands or liability of any kind or nature, including but not limited to personal
injury or property damage, arising from or related to the services, products or other performance provided
by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of
competent jurisdiction because of the concurrent active negligence of County or County Indemnitees,
Contractor and County agree that liability will be apportioned as determined by the court. Neither party
shall request a jury apportionment.
AA. AUDITS/INSPECTIONS: Contractor agrees to permit the County's Auditor -Controller or the Auditor -
Controller's authorized representative (including auditors from a private auditing firm hired by County)
access during normal working hours to all books, accounts, records, reports, files, financial records,
supporting documentation, including payroll and accounts payable/receivable records, and other papers or
property of Contractor for the purpose of auditing or inspecting any aspect of performance under this
Contract. The inspection and/or audit will be confined to those matters connected with the performance of
the Contract including, but not limited to, the costs of administering the Contract. County will provide
reasonable notice of such an audit or inspection.
County reserves the right to audit and verify Contractor's records before final payment is made.
Contractor must maintain such records for possible audit for a minimum of three (3) years after final
payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor
agrees to allow interviews of any employees or others who might reasonably have information related to
such records. Further, Contractor must include in each subcontract a similar right to County to audit records
and interview staff of any subcontractor related to performance of this Contract.
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Should Contractor cease to exist as a legal entity, Contractor's records pertaining to this Contract shall be
forwarded to County's project manager.
BB. CONTINGENCY OF FUNDS: Contractor acknowledges that funding or portions of funding for this Contract
may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state
of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved
by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding
or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or
modify this Contract without penalty.
CC. EXPENDITURE LIMIT: Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in
writing when the expenditures against the Contract reach seventy-five percent (75%) of the dollar limit on
the Contract. County is not responsible for any expenditure overruns and will not pay for work exceeding
the dollar limit on the Contract unless a change order to cover those costs has been issued.
ADDITIONAL TERMS AND CONDITIONS
1 SCOPE OF CONTRACT: This Contract, including attachment(s), specifies the contractual terms and
conditions by which Contractor will provide Free -Standing Modular Furniture and Installation Services as
described in Attachment A, Scope of Work, under a fixed price Contract, as set forth herein.
2 TERM OF CONTRACT: This Contract shall commence on November 15, 2022 and continue for five (5)
calendar years from that date, thru November 14, 2027, unless otherwise terminated by County. This
Contract is not renewable.
3 AUTHORIZATION WARRANTY: Contractor represents and warrants that the person executing this Contract
on behalf of and for Contractor is an authorized agent who has actual authority to bind Contractor to each
and every term, condition and obligation of this Contract and that all requirements of Contractor have been
fulfilled to provide such actual authority.
4 BREACH OF CONTRACT: The failure of Contractor to comply with any of the provisions, covenants or
conditions of this Contract, shall constitute a material breach of this Contract. In such event, County may,
and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract, do
any of the following:
A. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that
may be specified in this Contract within which to cure the breach.
B. Discontinue payment to Contractor for and during the period in which Contractor is in breach and
offset against any monies billed by Contractor but yet unpaid by County those monies disallowed
pursuant to the breach.
C. Terminate the Contract for cause immediately without penalty pursuant to Article K, Termination.
5 CALIFORNIA PUBLIC RECORDS ACT: Contractor and County agree and acknowledge that all information
and documents related to the award and performance of this Contract may be subject to disclosure pursuant
to the California Public Records Act, California Government Code Section 6250 et seq.
6 CIVIL RIGHTS: Contractor attests that services provided shall be in accordance with the provisions of Title
VI and Title VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973,
as amended; the Age Discrimination Act of 1975, as amended; Title II of the Americans with Disabilities
Act of 1990; and other applicable State and federal laws and regulations prohibiting discrimination on the
basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.
7 CONFLICT OF INTEREST: The County of Orange Board of Supervisors policy prohibits its employees from
engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract,
employ any County employee for any purpose.
8 CONFLICT WITH EXISTING LAW: Contractor and the County agree that if any provision of this Contract is
found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of
the Contract shall remain in full force and effect. Either Party having knowledge of such term or provisions
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shall promptly inform the other of the presumed non -applicability of such provision. Should the offending
provision go to the heart of the Contract, the Contract shall be terminated in a manner commensurate with
interests of both Parties to the maximum extent reasonable.
CONDITIONS AFFECTING WORK: Contractor is responsible for taking all steps reasonably necessary to
ascertain the nature and location of the work to be performed under this Contract and to know the general
conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve
Contractor from responsibility for successfully performing the work without additional cost to County.
County assumes no responsibility for any understanding or representations concerning the nature, location(s)
or general conditions made by any of its officers or agents during or prior to the execution of this Contract,
unless such understanding or representations by County are expressly stated in the Contract and the Contract
expressly provides that County assumes the responsibility.
10 CONTRACTOR BANKRUPTCYANSOLVENCY: If Contractor is adjudged bankrupt or has a general
assignment for the benefit of its creditors or if a receiver is appointed on account of Contractor's insolvency,
County may immediately terminate this Contract for cause pursuant to Article K, Termination.
11 CONTRACTOR'S EXPENSE: Contractor is responsible for all costs related to photo copying, telephone
communications, fax communications, and parking while on County sites during the performance of work
and services under this Contract. County will not provide free parking for any service in the County Civic
Center.
12 CONTRACTOR'S POWER AND AUTHORITY: Contractor warrants that it has the full power and authority to
grant the rights herein granted and will hold County hereunder harmless from and against any loss, cost,
liability and expense, including reasonable attorney fees, arising out of any breach of this warranty. Further,
Contractor avers that it will not enter into any arrangement with any third party which might abridge any
rights of County under this Contract.
13 CONTRACTOR'S PROJECT MANAGER: Contractor's Project Manager, as specified in Article 32 Notices,
will direct Contractor's efforts in fulfilling Contractor's obligations under this Contract. This Project
Manager shall be subject to approval by County and shall not be changed without the written consent of
County's Project Manager, which consent shall not be unreasonably withheld. Contractor's Project Manager
and key personnel shall be assigned for the duration of this Contract and shall diligently pursue all work and
services to meet the project time lines.
14 COUNTY'S PROJECT MANAGER: County's Project Manager, as specified in Article 32 Notices, will act as
liaison between County and Contractor during the term of this Contract.
County's Project Manager has the right, in its sole discretion, to require the removal and replacement of
Contractor's Project Manager and Contractor personnel from providing services to County under this
Contract. County's Project Manager shall notify Contractor in writing of such action. Contractor shall
accomplish the removal of Contractor's Project Manager and Contractor personnel within three (3) calendar
days after written notice by County's Project Manager. County's Project Manager shall review and approve
the appointment of the replacement for Contractor's Project Manager and Contractor personnel. Said
approval shall not be unreasonably withheld. County is not required to provide any information, reason or
rationale in the event it requires the removal of Contractor's Project Manager or Contractor personnel.
15 CONTRACTOR'S RECORDS: Contractor shall keep true and accurate accounts, records, books and data
which shall correctly reflect the business transacted by Contractor in accordance with generally accepted
accounting principles. These records shall be stored in Orange County for a period of three (3) years after
final payment is received from County. Storage of records in another county will require written approval
from the County of Orange DPA.
16 CONTRACTOR PERSONNEL — REFERENCE CHECKS: Contractor warrants that all persons employed to
provide services under this Contract have satisfactory past work records indicating their ability to adequately
perform the work under this Contract. Contractor's employees assigned to this project must meet character
standards as demonstrated by background investigation and reference checks coordinated by the department
issuing this Contract.
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17 CONTRACTOR WORK HOURS AND SAFETY STANDARDS: Contractor shall ensure compliance with all
safety and hourly requirements for employees in accordance with federal, state and County safety regulations
and laws.
18 CONTRACTOR PERSONNEL — UNIFORM/BADGES/IDENTIFICATION: All Contractor's employees shall be
required to wear uniforms, badges, or other means of identification which are to be furnished by Contractor
and must be worn at all times while working on County property. The assigned Deputy Purchasing Agent
must be notified in writing, within seven (7) calendar days of notification of award of Contract of the uniform
and/or badges and/or other identification to be worn by employees prior to beginning work and notified in
writing seven (7) calendar days prior to any changes to the uniform and/or badges and/or other identification
to be worn by employees.
19 COOPERATIVE CONTRACT - REGIONAL COOPERATIVE AGREEMENT (RCA): This Contract is a
cooperative contract and may be utilized by all County of Orange departments. The provisions and pricing
of this Contract will be extended to other governmental entities. Governmental entities wishing to use this
Contract will be responsible for issuing their own purchase documents, providing for their own acceptance,
and making any subsequent payments. Contractor shall be required to include in any subordinate contract
entered into with another governmental entity pursuant to this Contract, a contract clause that will hold
harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting
directly or indirectly, arising out of, or in any way connected with the use of this Contract. Failure to do so
will be considered a material breach of this Contract and grounds for immediate Contract
termination. Governmental entities are responsible for obtaining all certificates of insurance, endorsements
and bonds required. The Parties agree that any other governmental entity utilizing this Contract shall not be
deemed to be an agent or employee of County for any purpose whatsoever. The Contractor is responsible
for providing each governmental entity a copy of this Contract upon request. The County of Orange makes
no guarantee of usage by other users of this Contract.
The Contractor shall be required to maintain a list of the County of Orange departments and governmental
entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an
annual basis to the County, at the County's request.
Subordinate contracts must be executed prior to the expiration or earlier termination of this Contract and
may survive the expiration of this Contract up to a maximum of one year. Moreover, subordinate contracts
may includes different and/or additional terms if necesssary to comply with Federal, State or other funding
requirements.
20 COUNTY OF ORANGE DISABLED VETERAN BUSINESS ENTERPRISE PREFERENCE REQUIREMENTS:
Contractor certifies it is in compliance, and will remain in compliance, with County of Orange Disabled
Veteran Business Enterprise Preference requirements at the time this Contract is executed.
21 COUNTY OF ORANGE LOCAL SMALL BUSINESS PREFERENCE REQUIREMENTS: Contractor certifies it is
in compliance, and will remain in compliance, with County of Orange Local Small Business Preference
requirements at the time this Contract is executed.
22 DATA — TITLE TO: All materials, documents, data, reports, information or other materials obtained from
County data files or any County medium or furnished by or on behalf of County to Contractor in the
performance of this Contract and created, generated or modified by County or by Contractor through the
provision of services, including all intellectual property rights in or pertaining to the same, ("County Data")
is owned solely and exclusively by County and at all times remains the property of County. To the extent
there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as
County Data. Contractor acknowledges and agrees that, as between the Parties, County owns all right, title,
and interest in, and all intellectual property rights in and to, all County Data. Such County Data may not be
used or copied for direct or indirect use by Contractor, except as required in connection with performance
of its duties under this Contract or as specifically directed by County in writing. All County Data, including
copies, must be promptly returned to County upon expiration or earlier termination of this Contract.
23 DEBARMENT: Contractor certifies that neither Contractor nor its principles are presently debarred, proposed
for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any
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Federal department or agency. County has the right to terminate this Contract for cause pursuant to Article
K, Termination, if Contractor is or becomes the subject of any debarment or pending debarment, declared
ineligible or any voluntary exclusion from participation by any state or federal department or agency.
24 DEFAULT — REPROCUREMENT COSTS: In case of Contract breach by Contractor, resulting in termination
by County, County may procure the goods and/or services from other sources. If the cost for those goods
and/or services is higher than under this Contract, Contractor will be responsible for paying County the
difference between the Contract cost and the price paid, and County may deduct this cost from any unpaid
balance due Contractor. The price paid by County shall be the prevailing market price at the time such
purchase is made. This is in addition to any other remedies available under this Contract and under law.
25 DRUG -FREE WORKPLACE: Contractor hereby certifies compliance with Government Code Section 8355
in matters relating to providing a drug -free workplace. Contractor shall:
A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation,
possession, or use of a controlled substance is prohibited and specifying actions to be taken against
employees for violations, as required by Government Code Section 8355(a)(1).
B. Establish a drug -free awareness program as required by Government Code Section 8355(a)(2) to
inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii. The organization's policy of maintaining a drug -free workplace;
iii. Any available counseling, rehabilitation and employee assistance programs; and
iv. Penalties that may be imposed upon employees for drug abuse violations.
C. Provide, as required by Government Code Section 8355(a)(3), that every employee who works under
this Contract:
i. Will receive a copy of the company's drug -free policy statement; and
ii. Will agree to abide by the terms of the company's statement as a condition of employment under
this Contract.
D. Failure to comply with these requirements may result in suspension of payments under the Contract
or termination of the Contract or both, and Contractor may be ineligible for award of any future County
contracts if County determines that any of the following has occurred:
i. Contractor has made false certification, or
ii. Contractor violates the certification by failing to carry out the requirements as noted above.
26 DISPUTES — CONTRACT:
A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute
concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable
period of time by Contractor's Project Manager and County's Project Manager, such matter shall be
brought to the attention of the County Purchasing Agent by way of the following process:
i. Contractor shall submit to the department assigned DPA a written demand for a final decision
regarding the disposition of any dispute between the Parties arising under, related to, or
involving this Contract, unless County, on its own initiative, has already rendered such a final
decision.
ii. Contractor's written demand shall be fully supported by factual information, and, if such
demand involves a cost adjustment to the Contract, Contractor shall include with the demand a
written statement signed by a senior official indicating that the demand is made in good faith,
that the supporting data are accurate and complete, and that the amount requested accurately
reflects the Contract adjustment for which Contractor believes County is liable.
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B. Pending the final resolution of any dispute arising under, related to, or involving this Contract,
Contractor must diligently proceed with the provision of services under this Contract. Contractor's
failure to diligently proceed shall be considered a material breach of this Contract.
Any final decision of County shall be expressly identified as such, shall be in writing, and shall be
signed by the County Purchasing Agent or his designee. If County fails to render a decision within
ninety (90) calendar days after receipt of Contractor's demand, it shall be deemed a final decision
adverse to Contractor's contentions. Nothing in this Article shall be construed as affecting County's
right to terminate the Contract for cause or for convenience as provided in Article K, Termination.
27 EMERGENCY/DECLARED DISASTER REQUIREMENTS: In the event of an emergency or if Orange County
is declared a disaster area by County, state or federal government, this Contract may be subjected to unusual
usage. Contractor shall service County during such an emergency or declared disaster under the same terms
and conditions that apply during non-emergency/disaster conditions. The pricing in Attachment C shall
apply to serving County's needs regardless of the circumstances. If Contractor is unable to supply the
goods/services under the terms of the Contract, then Contractor shall provide proof of such disruption and a
copy of the invoice for the goods/services from Contractor's supplier(s). Additional profit margin as a result
of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event
of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable
invoices from Contractor shall show both the emergency purchase order number and the Contract number.
28 EQUAL EMPLOYMENT OPPORTUNITY: Contractor shall comply with U.S. Executive Order 11246 entitled,
"Equal Employment Opportunity", as amended by Executive Order 11375 and as supplemented in
Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may
now exist or be amended in the future. Contractor shall not discriminate against any employee or applicant
for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political
affiliation or physical or mental condition.
Regarding handicapped persons, Contractor will not discriminate against any employee or applicant for
employment because of physical or mental handicap in regard to any position for which the employee or
applicant for employment is qualified. Contractor agrees to provide equal opportunity to handicapped
persons in employment or in advancement in employment or otherwise treat qualified handicapped
individuals without discrimination based upon their physical or mental handicaps in all employment
practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising,
layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including
apprenticeship. Contractor agrees to comply with the provisions of Sections 503 and 504 of the
Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified
handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of
the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register,
Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of
the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
29 GRATUITIES: Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were
offered or given by Contractor or any agent or representative of Contractor to any officer or employee of
County with a view toward securing the Contract or securing favorable treatment with respect to any
determinations concerning the performance of the Contract. For breach or violation of this warranty, County
has the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by County
in procuring on the open market any services which Contractor agreed to supply shall be borne and paid for
by Contractor. The rights and remedies of County provided in this Article are not exclusive and are in
addition to any other rights and remedies provided by law or under the Contract.
30 LOBBYING: On best information and belief, Contractor certifies no federal appropriated funds have been
paid or will be paid by, or on behalf of, Contractor to any person for influencing or attempting to influence
an officer or employee of Congress; or an employee of a member of Congress in connection with the
awarding of any federal contract, continuation, renewal, amendment, or modification of any federal contract,
grant, loan, or cooperative agreement.
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31 NEWS/INFORMATION RELEASE: Contractor shall not issue any news releases or make any contact with the
media in connection with either the award of this Contract or any subsequent amendment of, or effort under
this Contract. Contractors must first obtain review and written consent of said news media contact from
County through County DPA. Any requests for interviews or information received by the media should be
referred directly to County. Contractors are not authorized to serve as a media spokesperson for County
projects without first obtaining permission from County.
32 NO THIRD -PARTY BENEFICIARIES: This Contract is an agreement by and between the Parties, and neither:
(a) confers any rights upon any of the employees, agents, or contractors of either Party, or upon any other
person or entity not a party hereto; or (b) precludes any actions or claims against, or rights of recovery from,
any person or entity not a party hereto.
33 NOTICES: Any and all notices, request, demands and other communications contemplated, called for,
permitted, or required to be given hereunder shall be in writing, except through the course of the Parties'
project managers' routine exchange of information and cooperation during the terms of the work and
services. Any written communications shall be deemed to have been duly given upon actual in -person
delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four
(4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage
prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall
be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto
may designate by written notice from time to time in the manner aforesaid.
Contractor: Interior Office Solutions, Inc. dba PeopleSpace, Inc.
Attn: Paula Ray, Project Manager
17800 Mitchell North,
Irvine, CA 92614
Phone: 949-697-8714
Email: prayApeoplespace.com
County: County of Orange
County Procurement Office
Attn: Sharmila Chadrasekharan
400 W Civic Center Drive, 5 h Floor,
Santa Ana, CA 92701
Phone: 714-567-7428
Email: Sharmila.ChadrasekharanAocgov.com
34 OWNERSHIP OF DOCUMENTS: County has permanent ownership of all directly connected and derivative
materials produced under this Contract by Contractor. All documents, reports and other incidental or
derivative work or materials furnished hereunder shall become and remain the sole property of County and
may be used by County as it may require without additional cost to County. None of the documents, reports
and other incidental or derivative work or furnished materials shall be used by Contractor without the express
written consent of County.
35 PREVAILING WAGE (LABOR CODE §1773):
A. THRESHOLD REQUIREMENTS FOR PREVAILING WAGES: Except for public works projects of one
thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work
of a similar character in the locality in which the public work is performed, and not less than the
general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this
chapter, shall be paid to all workers employed on public works.
B. WAGE RATES: Contractor shall post a copy of the wage rates at the job site and shall pay the adopted
prevailing wage rates as a minimum. Pursuant to the provisions of Section 1773 of the Labor Code of
the State of California, the Board of Supervisors has obtained the general prevailing rate of per diem
wages and the general prevailing rate for holiday and overtime work in this locality for each craft,
classification, or type of workman needed to execute this Contract from the Director of the Department
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of Industrial Relations. These rates are on file with the Clerk of the Board of Supervisors. Copies may
be obtained at cost at the office of County's OC Public Works/OC Facilities & Asset
Management/A&E Project Management or visit the website of the Department of Industrial Relations,
Prevailing Wage Unit at www.dir.ca.gov/DLSR/PVvD. The Contractor shall comply with the
provisions of Sections 1774, 1775, 1776 and 1813 of the Labor Code.
C. APPRENTICESHIP REQUIREMENTS: The Contractor shall comply with Section 230.1(A), California
Code of Regulations as required by the Department of Industrial Relations, Division of Apprenticeship
Standards by submitting DAS Form to the Joint Apprenticeship Committee of the craft or trade in the
area of the site.
D. REGISTRATION OF CONTRACTOR: All contractors and subcontractors must comply with the
requirements of Labor Code Section 1771.1(a), pertaining to registration of contractors pursuant to
Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section
1771.1. This project is subject to compliance monitoring and enforcement by the Department of
Industrial Relations. After award of the contract, Contractor and each Subcontractor shall furnish
electronic payroll records directly to the Labor Commissioner in the manner specified in Labor Code
Section 1771.4.
E. PREVAILING WAGE AND DIR REQUIREMENT: Awarding agencies are not required to submit the
notice of contract award through DIR's PWC-100 system on projects that fall within the small project
exemption. The small project exemption applies for all public works projects that do not exceed:
i. $25,000 for new construction, alteration, installation, demolition or repair
ii. $15,000 for maintenance
If the project meets or exceeds these amounts, the County and the Contractor are required to register
the project with the California Department of Industrial Relations.
F. PAYROLL RECORDS: Contractor and any Subcontractor(s) shall comply with the requirements of
Labor Code Section 1776. Such compliance includes the obligation to furnish the records specified in
Section 1776 directly to the Labor Commissioner in an electronic format, or other format as specified
by the Commissioner, in the manner provided by Labor Code Section 1771.4.
The requirements of Labor Code Section 1776 provide, in summary:
i. Contractor and any Subcontractor(s) performing any portion of the work under this Contract
shall keep an accurate record, showing the name, address, social security number, work
classification, straight time and overtime hours worked each day and week, and the actual per
diem wages paid to each journeyman, apprentice, worker, or other employee employed by
Contractor or any Subcontractor(s) in connection with the work.
ii. Each payroll record shall contain or be verified by a written declaration that it is made under
penalty of perjury, stating both of the following:
1. The information contained in the payroll record is true and correct.
2. The employer has complied with the requirements of Labor Code Sections 1771, 1811,
and 1815 for any work performed by his or her employees in connection with the Contract.
iii. The payroll records shall be certified and shall be available for inspection at the principal office
of Contractor on the basis set forth in Labor Code Section 1776.
iv. Contractor shall inform County of the location of the payroll records, including the street
address, city and county, and shall, within five (5) working days, provide a notice of any change
of location and address of the records.
V. Pursuant to Labor Code Section 1776, Contractor and any Subcontractor(s) shall have ten (10)
days in which to provide a certified copy of the payroll records subsequent to receipt of a written
notice requesting the records described herein. In the event that Contractor or any Subcontractor
fails to comply within the ten (10) day period, he or she shall, as a penalty to County, forfeit one
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hundred dollars ($100), or a higher amount as provided by Section 1776, for each calendar day,
or portion thereof, for each worker to whom the noncompliance pertains, until strict compliance
is effectuated. Contractor acknowledges that, without limitation as to other remedies of
enforcement available to County, upon the request of the Division of Apprenticeship Standards
or the Division of Labor Standards Enforcement of the California Department of Industrial
Relations, such penalties shall be withheld from progress payments then due Contractor.
Contractor is not subject to a penalty assessment pursuant to this section due to the failure of a
subcontractor to comply with this section.
vi. Contractor and any Subcontractor(s) shall comply with the provisions of Labor Code Sections
1771 et seq., and shall pay workers employed on the Contract not less than the general prevailing
rates of per diem wages and holiday and overtime wages as determined by the Director of
Industrial Relations. Contractor shall post a copy of these wage rates at the job site for each
craft, classification, or type of worker needed in the performance of this Contract, as well as any
additional job site notices required by Labor Code Section 1771.4(b). Copies of these rates are
on file at the principal office of County's representative, or may be obtained from the State
Office, Department of Industrial Relations ("DIR") or from the DIR's website at
www.dir.ca.gov. If the Contract is federally funded, Contractor and any Subcontractor(s) shall
not pay less than the higher of these rates or the rates determined by the United States
Department of Labor.
36 WORK HOUR PENALTY: Eight (8) hours of labor constitute a legal day's work, and forty hours constitute
a legal week's work. Pursuant to Section 1813 of the Labor Code of the State of California, the Contractor
shall forfeit to the County Twenty Five Dollars ($25) for each worker employed in the execution of this
Contract by the Contractor or by any subcontractor for each calendar day during which such worker is
required or permitted to work more than the legal day's or week's work, except that work performed by
employees of said Contractor and subcontractors in excess of the legal limit shall be permitted without the
foregoing penalty upon the payment of compensation to the workers for all hours worked in excess of eight
(8) hours per day of not less than 1-1/2 times the basic rate of pay.
37. APPRENTICES: The Contractor acknowledges and agrees that, if this Contract involves a dollar amount
greater than or a number of working days greater than that specified in Labor Code Section 1777.5, this
Contract is governed by the provisions of Labor Code Section 1777.5. It shall be the responsibility of the
Contractor to ensure compliance with this Article and with Labor Code Section 1777.5 for all apprenticeable
occupations.
Pursuant to Labor Code Section 1777.5 if that Section applies to this Contract as indicated above, the
Contractor and any subcontractors under him employing workers in any apprenticeable craft or trade in
performing any work under this Contract shall apply to the applicable joint apprenticeship committee for a
certificate approving the Contractor or subcontractor under the applicable apprenticeship standards and
fixing the ratio of apprentices to journeymen employed in performing the work.
Pursuant to Labor Code Section 1777.5 if that Section applies to this Contract as indicated above, the
Contractor and any subcontractor under him may be required to make contributions to the apprenticeship
program.
38. PROMOTIONAL/ADVERTISEMENT: County owns all rights to the name, trademarks, logos and symbols of
County. The use and/or reproduction of County's name, trademark, logo and/or symbol for any purpose,
including commercial advertisement, promotional purposes, announcements, displays or press releases,
without County's express prior written consent is expressly prohibited. No use or reproduction may state or
imply that County endorses Contractor's products or services.
39. PUBLICATION: No copies of sketches, schedules, written documents, computer -based data, photographs,
maps or graphs, including graphic artwork, resulting from performance or prepared in connection with this
Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any
person, partnership, company, corporation, or agency, without County's express prior written consent,
except as necessary for the performance of the services of this Contract. All press contacts, including graphic
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display information to be published in newspapers, magazines, etc., are to be administered by County or
only after County approval.
40. REPORTSI MEETINGS: Contractor shall develop reports and any other relevant documents necessary to
complete the services and requirements as set forth in this Contract. County's Project Manager and
Contractor's Project Manager shall meet on reasonable notice to discuss Contractor's performance and
progress under this Contract. If requested, Contractor's Project Manager and other project personnel shall
attend all meetings. Contractor shall provide such information that is requested by County for the purpose
of monitoring progress under this Contract.
41. SUBCONTRACTING: No performance of this Contract or any portion thereof may be subcontracted by
Contractor without the express written consent of County. Any attempt by Contractor to subcontract any
performance of this Contract without the express written consent of County shall be invalid and shall
constitute a breach of this Contract.
In the event that Contractor is authorized by County to subcontract, this Contract shall take precedence over
the terms of the Contract between Contractor and subcontractor and shall incorporate by reference the terms
of this Contract. County shall look to Contractor for performance and indemnification and not deal directly
with any subcontractor. All work performed by a subcontractor must meet the approval of the County of
Orange.
42. TERMINATION — ORDERLY: If County terminates this Contract, Contractor may submit to County a
termination claim, if applicable, after receipt of the termination notice. Contractor's claim must be submitted
promptly, but in no event later than sixty (60) calendar days from the effective date of the termination, unless
one or more extensions in writing are granted by County upon written request of Contractor. County agrees
to pay Contractor for all services satisfactorily performed prior to the effective date of the termination that
meet the requirements of the Contract according to the compensation provision(s) contained in this Contract;
provided, however, that such compensation combined with previously paid compensation must not exceed
the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each
Party must promptly return to the other party all papers, materials, and other properties of the other held by
each for purposes of execution and performance of this Contract and transfer all assets, tangible and
intangible, as may be necessary for the orderly, non -disruptive business continuation of each Party.
43. USAGE: No guarantee is given by County to Contractor regarding usage of this Contract. Usage figures, if
provided, are approximate, based upon past usage. Contractor agrees to supply services requested, as needed
by County, at rates/prices listed in the Contract, regardless of quantity requested.
44. USAGE REPORTS: Contractor shall submit usage reports on an annual basis to the assigned Deputy
Purchasing Agent of the County of Orange user department. The usage report shall be in a format specified
by the user department and shall be submitted ninety (90) calendar days prior to the expiration date of the
contract term, or any subsequent renewal term, if applicable.
45. WAIVERS - CONTRACT: The failure of County in any one or more instances to insist upon strict performance
of any of the terms of this Contract or to exercise any option contained herein shall not be construed as a
waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any
future occasion.
46. CONTINGENT FEES: Contractor warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage,
or contingent fee, except bona fide employees of Contractor or bona fide established commercial or selling
agencies maintained by Contractor for the purpose of securing business.
For breach or violation of this warranty, County has the right to immediately terminate this Contract for
cause in accordance with Paragraph K, Termination, and, at its sole discretion, to deduct from the Contract
price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or
contingent fee from Contractor.
47. COST/PRICE DATA: At all times during and following the period of Contract performance, County may
require Contractor to furnish such cost and pricing data as County deems necessary to assess the
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reasonableness of Contract pricing, including the reasonableness of changes. Contractor agrees to maintain
such records for a minimum of three (3) years after final payment unless a longer period of records retention
is stipulated under this Contract or by law.
48. LICENSES AND STANDARDS: Contractor and Contractor's staff must possess all licenses, permits, and
accreditations required by the laws of the United States, the State of California, and all other governmental
agencies, and such licenses must be current, and in good standing. It is the responsibility, at the expense of
Contractor and Contractor's staff, to procure and maintain all required licenses, permits, and accreditations
throughout the term of the Contract.
49. TRANSPORTATION CHARGES: Prices quoted shall include transportation charges governed by the
minimum rate tariff established by the Public Utilities Commission (PUC) of the state of California. Should
the prices be affected by any action of the PUC, the County of Orange will, with 30 days notice and
submission of proper evidence thereof by the Contractor, make the necessary price adjustment during the
term of this Contract.
50. SUBSTITUTIONS: The Contractor is required to meet all specifications and requirements contained herein.
No substitutions will be accepted without prior County written approval.
51. STATE FUNDS: When and if state funds are used in whole or part to pay for the goods and/or services under
this Contract, the Contractor agrees to allow the Contractor's financial records to be audited by auditors from
the State of California, the County of Orange, or a private auditing firm hired by the State or the County.
The State or County shall provide reasonable notice of such audit.
52. TAXPAYER ID NUMBER: The Contractor shall include its taxpayer ID number on all invoices submitted
to the County for payment to ensure compliance with IRS requirements and to expedite payment processing.
53. ORDER DATES: Orders may be placed during the term of the Contract even if delivery may not be made
until the term of the Contract. Order dates take precedence over delivery dates. The Contractor must clearly
identify the order date on all invoices to County.
54. PARKING FOR DELIVERY SERVICES: The County of Orange will not provide free parking for delivery
services.
55. PRECEDENCE: The Contract documents consist of this Contract and its attachments and exhibits. In the
event of a conflict between or among the Contract documents, the order of precedence shall be the provisions
of the main body of this Contract, i.e., those provisions set forth in the articles of this Contract, and then the
exhibits and attachments.
56. PROJECT SCHEDULE: The services performed under this Contract shall be done in accordance with the
approved project schedule incorporated herein which may be revised at the option of the County with the
Contractor's concurrence. The Contractor shall be responsible for schedule adherence as outlined herein.
57, DEFAULT - EQUIPMENT, SOFTWARE OR SERVICE: In the event any equipment, software or service
furnished by the Contractor in the performance of this Contract should fail to conform to the specifications
therein, the County may reject same, and it shall become the duty of the Contractor to reclaim and remove
the items without expense to the County and to immediately replace all such rejected equipment, software
or service with others conforming to such specifications, provided that should the Contractor fail, neglect or
refuse to do so, the County shall have the right to purchase on the open market a corresponding quantity of
any such equipment, software or service and to deduct from any monies due or that may thereafter become
due to the Contractor the difference between the price specified in this Contract and the actual cost to the
County.
In the event the Contractor shall fail to make prompt delivery as specified of any equipment, software or
service, the same conditions as to the rights of the County to purchase on the open market and to
reimbursement set forth above shall apply, except as otherwise provided in this Contract.
In the event of the cancellation of this Contract, either in whole or in part, by reason of the default or breach
by the Contractor, any loss or damage sustained by the County in procuring any equipment, software or
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service which the Contractor agreed to supply under this Contract shall be borne and paid for by the
Contractor.
The rights and remedies of the County provided above shall not be exclusive and are in addition to any other
rights and remedies provided by law or under the Contract.
58. DELIVERY LOCATION — NO LOADING DOCK: Delivery locations may not have loading docks. The
Contractor is required to make all necessary arrangements for lift trucks or other means necessary to
complete delivery. Inside delivery to secured facilities may be required.
59. AMERICANS WITH DISABILITIES ACT (ADA): Section 504 of the Rehabilitation Act of 1973 as
amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42
USC 12101; California Code of Regulations, Title 22; California Government Code, Sections 11135 et seq;
and other federal and state laws and executive orders prohibit discrimination. All programs, activities,
employment opportunities, and services must be made available to all persons, including persons with
disabilities.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates shown opposite their
respective signatures below.
INTERIOR OFFICE SOLUTIONS, INC., DBA PEOPLESPACE, INC.*
* If Contractor is a corporation, signatures of two (2) specific corporate officers are required as further set forth. The
first corporate officer signature must be one of the following: 1) the Chairman of the Board, 2) the President or 3)
any Vice President. The second corporate officer signature must be one of the following: 1) Secretary, 2) Assistant
Secretary, 3) Chief Financial Officer or 4) Assistant Treasurer. The signature of one person alone is sufficient to
bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For
County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument
twice, each time indicating his or her office that qualifies under the above described provision. In the alternative,
a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal
authority of the signator to bind the corporation.
7esse D. Bagley President
Print Name E"-sS'
ocuSigned by: Title
t, 0. 6 10/13/2022
Fssessara
Signature Date
Brian W. Airth
Secretary
Print Name DocuSigned by: Title
m aA 10/13/2022
Signature Date
COUNTY OF ORANGE A political subdivision of the State of California
Print Name
Signature
Title
Date
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I.
II.
ATTACHMENT A
SCOPE OF WORK
Introduction•
County is comprised of 22 Agencies/Departments and over 17,500 employees located throughout Orange
County. County's core businesses are public safety, public works, construction management, public health
and safety, emergency management, environmental protection, regional planning, public assistance, social
services and aviation
County has a need for Free -Standing Modular Furniture and Installation Services. Contractor is to provide
Free -Standing Modular Furniture and Installation Services on an as needed basis and usage is not guaranteed.
County is interested in contractors capable of providing local, state and national coverage. It is County's intent
to procure the services of the most qualified firm(s). In order to ensure adequate coverage of the requirements
of various using Departments throughout the Orange County, multiple contract awards will be made.
This scope of work defines the basic services required as well as some of the specific campaigns for which
services will be required.
Individual subordinate contracts will be executed by participating County Departments and non -County public
agencies on an as needed basis.
Contractor shall be required to meet in Orange County at County's discretion and shall be required to manage
separate contracts, as well as the ability to set-up separate accounts and invoice each County of Orange user -
department separately.
Definitinnc-
A. Authorized Dealer: A furniture reseller that is authorized by a Manufacturer to distribute and/or resell
their products
B. Base of Design: A specific range of manufacturer's product, design, color, and style that is approved by
the County.
C. CAD Drawing: Computer -Aided Design drawing that conveys the architectural design of the materials,
processes and dimensions of the space plan. The purpose of a CAD Drawing is to ensure that all
compliances are met for a project (e.g. ADA requirements, aisle space, seismic bracing, etc.).
D. Catalog/Manufacturer Retail Price List: Catalog/Retail Price list published by a furniture manufacturer.
E. Consulting/Design Services: Contractor shall conduct site visit to determine functionality and current
office aesthetics, workplace productivity, design intent, ergonomics, and environmental concerns;
provide layout/floor plan/CAD drawing under established budget communicating any and all cost
savings methods; assist with selecting materials and finishes; create specifications and prepare
preliminary and final proposal for County approval.
F. Contractor Project Manager: Verify delivery and installation schedule; process and track orders, attend
meeting and oversee delivery and installation; complete punch list in a timely manner communicating
any delays in writing to ensure on -time completion of furniture project.
G. County Project Manager: County department assigned project lead responsible for coordinating furniture
proj ects.
H. D-34 Classification: Contractor's State License Board (CSLB) requirement for Contractor and/or
subcontractors to maintain valid and current licensing classification status to perform installations of
prefabricated and modular office systems per the California Code of Regulations, Division 8, Title 16,
Article 3. Classification. Contractor is responsible for providing a current and valid copy of the D-34
classification license prior to award and must maintain said license during the entire Contract term.
I. E-Catalog: Contractor shall have available a list of products, including description and/or photo and
prices published in an electronic document form on the internet.
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J. Floorplan/Layout: A diagram, usually to scale, showing a view from above of the relationship between
the physical layout of Systems and Free -Standing Modular Furniture objects with interior walls,
hallways, windows and door locations.
K. Inside Delivery: Deliveries made to a building or warehouse that will be the end destination of the
ordered product. If the deliveries are to be made in a secure area, the contractor will make efforts to
contact the location to arrange delivery. Contractor is to dispose of all packaging from the project
location.
L. Installation: Installation of Systems and Free -Standing Modular Furniture that require a D34
classification license to install products/equipment.
M. Lead Ship Time: Quantity of time between product order and product ship time from manufacturer.
N. Manufacturer's Warranty: Preprinted written warranty published by each individual manufacturer for a
particular product and specifically endorsed by manufacturer to the County.
O. New Products: Items that have not previously been incorporated into another project or facility.
P. Pre -Qualified Product Specifications: Where a specific manufacturer's product is named as the "Basis
of Design", to establish the significant quantities related to type, function, dimension, in-service
performance, physical properties, appearance, and other characteristics.
Q. Products: Items purchased using this RFP for installation on to county facilities. The term "product"
includes the terms "material," "equipment," "systems," and terms of similar intent.
R. Reconfiguring: To re -arrange the elements or setting of current furniture configurations to meet the
changing needs of the County, which shall include consulting and design services and updated floor
plan/layout/CAD drawings.
S. Showroom: Designated location where Contractor displays products for viewing and demonstration
purposes.
T. Special Warranty: Written warranty required by or incorporated into this Contract, either to extend the
time limit provided by manufacturer's warranty or to provide more rights for the County.
U. Standard Range: Where specifications include the phrase "standard range of colors, patterns, textures"
or similar phrase, the County will select color, pattern, or texture from manufacturer's product line that
will be determined at a later date and should not include premium items.
V. Free -Standing Modular Furniture and Installation Services: Under this Contract, Free -Standing Modular
Furniture and Installation Services is defined as the efficient production, delivery and installation of
furniture, related products and subsequent services that meets or exceeds all County, State and Federal
requirements.
III. Contractor Requirements:
Contractor must perform all free-standing furniture, modular furniture systems and installation services to meet
Cal -OSHA regulations, Department of Industry, Federal, State, and all other applicable laws and regulations,
including but not limited to all fire and safety codes.
IV. Contractor's Responsibilities:
At County's request, Contractor shall be responsible in providing the services described below:
A. Quote Process
1. Contractor shall provide quotes on all projects and shall receive written confirmation, in a way of
a Subordinate Contract or Purchase Order, prior to starting on any project.
2. Quotes for any project must be provided directly to the requesting County Departments as soon as
possible or within one (1) business day from initial call/e-mail/meet.
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3. Quotes shall be coordinated and approved directly by each individual Department. All Department
shall follow County Procurement Guidelines. No further approval from CPO is required.
4. All quotes submitted to County must include as minimum, but not limited to: (1) Date, (2)
Department Name, (3) Requestor's Full Name and Phone Number, (4) Details of the Project (5)
Manufacturer's current and published catalog suggested retail list price, applicable percentage
discount and the County's price, (6) Total price of Project and (7) Estimated date of delivery and
completion of project.
5. All quotes shall be invoiced separately and shall be sent directly to each requesting County
Department.
6. County Departments shall be responsible to submit a copy of the quote with invoice at the time of
invoice payment.
County Departments are not required to post quotes on Online Bidding System.
B. Services
1. Services include the purchase, delivery, assembly, set-up and installation furniture's, seating,
workstations, ancillary furnishings including but not limited to offices, conference rooms, training
rooms, storage, break areas, collaboration spaces, etc.
2. Damage/Insurance Claims: Responsibility for filling and handling of any insurance claims with
any freight company lies with the Contractor
3. Delivery and Installation: Contractor will be responsible for coordinating all routine and complex
deliveries with department County Project Manager.
4. Defective/Damaged Products/Missing Parts: Contractor shall notify County of
defective/damaged/missing part products prior to delivery and place such products on re -order.
Contractor shall notify County of lead time on re -ordered products.
5. Existing Facility with Showroom: County may request to visit Contractor Showroom for
viewing and demonstration of products
C. Product
Catalog/Manufacturer Retail Price List: Contractor shall provide catalogs and manufacturer's
retail price list at no cost to the County, as requested by County. Contractor shall provide updated
catalogs that include price lists thirty (30) days in advance of being effective for County's
approval. County prefers catalogs to be available in e-catalog format. During the contract period,
Contractor shall provide updated catalogs and manufacturer's price list at no cost to County when
they become available.
Household Furniture: Contractor shall be required to provide quotes for household furniture (i.e.,
sofas, chairs and ottomans) that are available by manufacturer catalog as needed.
3. Missing Parts: At County's request, Contractor shall provide usable and good quality loaner
furniture for County's use until missing parts are received and successfully installed to the
satisfaction of the County.
4. Order Size: Contractor may not require a minimum quantity and/or cost per order. Contractor
agrees to supply Contract items. As needed by County, at quoted discount regardless of size or
order.
5. Quality of Furniture: All products must show first class workmanship in all phases of construction
and shall be free from sharp edges, paint sags, etc., must be resistant to wear and ADA Compliant
or merchandise will be rejected at contractor's expense.
6. Sample Products: The County may request that chair samples be available to requesting
agencies/departments for a period of up to (30) days for evaluation purposes at no cost to the
County and be picked up by the Contractor upon completion of the evaluation.
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Contractor must provide written instructions, demonstration video and/or virtual videoconference
to show staff the use of applicable items such as adjustable seating, adjustable keyboard supports,
adjustable height tables, monitor arms, etc. Contractor must also provide training to all users for
all user -adjustable products at the County's request.
D. Lead Ship Time
1. Quick Ship Program: The Contractor shall inform County Departments of available items from
the various manufacturers' quick ship program and their lead/ship time.
2. Lead Ship Time: Upon order placement, Contractor shall notify County of ship time for order
placed.
3. Manufacturer/Factory Delays: Contractor shall notify County of any manufacturer/factory
delays. County reserves the right to cancel orders due to manufacturer/factory delays, if it is in
the best interest of the County. The County may elect to cancel order and seek equivalent product
from another course. The Contractor shall be held liable for price difference and the County may
seek damages.
4. Partial Shipments: Partial shipments will not be accepted by the County unless authorizes by the
County Project Manager.
E. Warehouse/Storage and Inventory Services
I Warehousing: Contractor(s) shall have the capacity to provide storage for office furniture ordered
by the County when a project delay occurs. The Contractor(s) must provide warehousing at no
cost to the County for a minimum of thirty (30) days. If warehousing is still required after 30
days, warehousing charges shall be billed/invoiced according to Attachment C — Fees/Pricing
2 Contractor shall offer warehouse/storage services for safekeeping of County property in a
depository or guard space available in a warehouse managed by Contractor.
3 Contractor's warehouse/storage facility shall meet all current codes, including fire and safety
codes and must have a 24-hour alarm services and closed-circuit video surveillance.
4 Contractor shall either own or lease a warehouse and shall have access throughout the day. This
warehouse facility must be separate from other tenants, secured and have the required fire
sprinklers. This facility shall be for the storage of all County property or other goods at the request
of County.
5 Contractor shall only provide warehouse/storage services at the request of authorized County
Coordinators. Warehouse/storage charges shall be billed at the rates set forth in Attachment C —
Fees/Pricing and if needed these shall be adjusted accordingly (Daily, weekly, etc.)
6 Contractor shall bill for warehouse/storage facility based on the fees set forth in Attachment C —
Fees/Pricing.
7 Contractor shall have available a warehouse person at Contractor's warehouse/storage facility
ready to provide County Coordinator assistance when needing an inventory item report list.
8 Contractor may be required to provide an inventory list of items stored in warehouse at the request
of County. A quote of how many hours must be presented and approved by County Coordinator
prior to start of project.
9 Contractor shall bill for inventory services at the rates set on Attachment C — Fees/Pricing, under
Warehouse person hourly rates. Time shall start upon start of inventory and be rounded to the
nearest 1/4 hour. No minimum hour billing shall be allowed for inventory count.
10 County may choose to participate during an inventory count at Contractor's warehouse facility as
an observant if requested by authorized County personnel. Contractor shall designate a warehouse
person to work and coordinate visit with County Coordinator. Time clock shall start when County
Coordinator arrives at facility and ends when leaving facility.
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11 Contractor shall provide inventory list within three (3) business days of initial request by County
Coordinator. County reserves the right to request for an updated inventory list as needed
throughout the term of this Contract.
12 Contractor's inventory list shall include as minimum, but not be limited to: (L) Department Name,
(2.) Name and Phone Number of Requester asking for Inventory, (3.) Date of Storage, (4.) Type
of Storage (Vault, Pallet, Open Storage), (5.) Name and phone number of person asking for
Inventory, (6.) Quantities for each item description, (7.) Each item description in detail, including
colors, sizes (measurements) and item materials, (8.) Listing of any other small office items
(connectors, fans, etc.), (9.) Total number of calendar days in storage and (10.) Storage
address/location. County reserves the right to request additional information at to meet
Department needs, at County Coordinator's request.
13 Contractor shall be responsible to retrieve inventory from storage at the request of County
Coordinator. When inventory is requested by County Coordinator, Contractor shall pull items no
later than three (3) business days from initial request, unless other arrangements are made with
County Coordinator.
F. Warranty
Contractor must provide warranty information when providing quotes for any and all products.
G. Warranty -Chairs
All seating purchased against this Contract will bear a permanent, non -removable label attached under
the seat indicating the manufacturer, model number of the chair, date of manufacturer completion date,
date of order and warranty at time of seating.
County reserves the right to revise, remove or add additional requirements/responsibilities.
H. Installation/Assemble
Installation services shall include all material tools and labor necessary for acceptance of materials
from carrier at ordering departments.
Any damage to County property incurred by Contractor will be repaired at the Contractors'
expense and any repairs will not be accepted unless approved by County.
If installation is required during evening and weekend hours, at times normally considered
"overtime" as provided under state law, Contractor shall provide a hourly charge and the total
estimated time of completion before work is too be done.
4. Product ordered must be uncrated, assembled (as applicable) and ready for delivery.
5. Contractor shall pre -inspect furniture for quality, damages and/or completeness or order prior to
scheduling delivery.
6. Contractor is responsible for the disposal of all packaging materials from products ordered by the
County off and on County site.
7. Uncrating at location of delivery will not allowed unless authorized by County Project Manager
in writing.
8. Furniture shall be delivered blanket wrapped, unwrapped, assembled, set in place, wiped clean of
all fingerprints and function demonstrated to County Project Manager and/or designee(s).
9. Contractor shall notify County of any missing parts or manufacturer defects. County will not
accept any defective products or products with missing parts.
10. Contractor will be completely responsible for all damages that may occur during delivery and
installation. Factory direct shipping/delivery will not be accepted by County. Contractor shall
endure delivery site is left in a clean and orderly manner after installation is complete.
11. The County will not take title until installation is complete and to the satisfaction of the County.
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I. Adjustment, Cleaning & Protection
Contractor must ensure
1. Installation in progress and adjoining materials in place must be cleaned and protected during
handling and installation.
2. Contractor is responsible for ensuring the removal of any soiled spots caused by installation of
furnishings.
3. All trash and debris must be removed and disposed each day of installation in an appropriate
manner.
4. Upon completion, Contractor shall thoroughly clean up areas as mutually agreed with County
Project Manager.
Reconfiguration/Re-upholstery of Existing County Furniture
At a minimum, Contractor shall provide reconfiguration services for existing office furniture, which
may include de -installing or reinstalling of furniture located on the same floor, between floors, or in
different County buildings, but not be limited to:
1. Contractor shall conduct field study for site measurements. Identify conditions of site for
obstructions of columns, switches, HVAC vents, etc., validate site condition with design and
provide a drawing to County as specified per requirements and provide County with direct access
to designer(s).
2. Contractor shall review drawing for completeness, accuracy, and proper application of product.
Review plan to determine quantity of each panel connection, hinge, two-way, three-way, or four-
way connection.
3. Coordinate with County representative for electrical, phone and data installation, and other trades
as necessary.
4. Contractor shall coordinate delivery of product to the job sites and schedule with the County
representative time of installation.
5. When working on reconfiguration projects, Contractor shall have the ability to match
(manufacturer, style, etc.) and purchase additional product(s) to complete the reconfiguration
project faultlessly.
6. Contractor shall offer re -upholstery services to the County. If and when requested by the County,
Contractor shall inspect condition of items(s) and prepare a written quote for re -upholstery to
include all labor, materials, and any other fees necessary to re -upholster the items requested
K. Ergonomic Products
Contractors shall offer manufacturers that provide furniture that is ergonomically adjustable and
prevents injury to users of its furniture. The manufacturer shall have substantial research and resources
to support ergonomics product design and provide access to information and resources for users on the
adjustments of its furniture (i.e. in-house ergonomist, etc.).
L. Rebates
Contractor shall provide rebates to County based on Attachment C, VIII Rebates. A percentage
volume rebate based on County's Net Sales during each annual period, to be paid as a separate
transaction.
Contractor agrees to extend rebate offers on sales completed through a third -party project, where
the deliverables and services are for the County of Orange.
Contractor shall issue a check at the end of each year, within sixty (60) calendar days after the end
of each Annual period for the term of the Contract, unless other arrangements are made between
Contractor and County RCA Administrator. The check shall be payable to "County of Orange"
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and sent to: County of Orange, County Procurement Office 400 W. Civic Center Drive, 5 h Floor,
Santa Ana, CA 92701.
Contractor shall provide an annual detailed report listing each County Department's name,
delivery orders and listing corresponding expenditures and any other additional information as
required with the rebate check throughout the term of this Contract.
M. Design Services
1. For all County furniture orders, the design labor dollars required to program and development new
furniture plans, furniture colors, materials and finishes, furniture specifications, and subsequent
project management required to facilitate a well -managed and efficient jobsite installation will be
priced separately the cost of the furniture.
2. Contractor shall provide precise electrical needs and exact number of electrical circuits required
for proper operations of electrical equipment to be used within the furniture.
3. Contractor shall provide County with direct access to designer(s).
4. Contractor shall provide specific list of furniture components (including name, model, quantity
and dimension) in each design(s); e.g. list of panel tiles, connectors, caps, etc. per particular
workstation designs.
N. Space Planning Services
In the event that a qualified office furniture Contractor may offer additional design services, an
hourly design rate shall be offered and negotiated with the Contractor, by the County.
2. Additional design services would include, but not be limited to feasibility studies, space plan
conceptual modeling, full building finish schedules to include paint schedules, wall finishes,
flooring, tile, carpeting, cove base, wall -covering, reflective ceiling plans, reconfiguration
planning, move management and technology planning.
3. The qualified Contractor shall have employees that are certified interior designers with National
Council for Interior Design Qualification (NCIDQ) or Certified Interior Designer Requirements
(CCIDC) certifications with licenses and/or 4-year architectural degrees.
O. Special Project Management
1. Contractors shall provide project management for future Special Furniture Projects, in
coordination with Contractor's Architects identified by the County for a Building Retrofit, of
which furnishings is a subset. County desires a partnership, allowing for flexibility and
responsiveness during periods involving construction efforts.
2. Contractors shall be responsible for inventorying, refurbishing, designing, space -planning,
moving, storing, matching, ordering, validating designs do not obstruct any items listed in Sections
E and J. 1, receiving, transporting, delivering, staging, installing, and inspecting furnishings, as
indicated, and as needed, throughout the duration of the specific project.
Contractor shall provide a dedicated project team for the duration of this project.
P. Delivery Instructions
1. There are numerous locations throughout the County that require delivery inside and outside the
various County Departments. Contractor will be required to make deliveries throughout the
County of Orange as required by department. Each County Department is responsible to notify
Contractor of delivery locations at time of ordering.
2. Contractor shall be responsible for any parking fees. County will not provide free parking for
delivery services, parking fees will not be reimbursed, and parking passes will not be issued.
3. All deliveries must be made and coordinated directly with the requesting County Department to
meet the Department's needs and hours of operation as each Department may have different
service needs due to facility organization and/or hours of operation.
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Q. Contractor Support Team
1. Contractor shall provide a support team capable of handling all ordering and related customer
service. Contractor guarantees that the County Procurement Office will be satisfied with the sales
representation for the account and will replace anyone on the team that does not meet the approval
of County Procurement Office.
2. Contractor shall maintain at contractor's expense, a telephone answering system, which, at a
minimum provides eight (8) hours per day, five (5) days per week live coverage from the hours
of 8:00 a.m. to 5:00 p.m. (PST) and an email address to place all requests/orders, as well as a
contact name and number for after-hours/24-hour access number for emergency orders. Any
changes in Account Representative or After -Hours Account Representative shall be notified in
writing to County, County Procurement Buyer listed under Articles 32-Notices.
V. Products/Systems/Modular Furniture Requirements:
A. Selection:
Selected Contractor(s) will provide systems/modular furniture that includes, but it's not limited to:
1. Product by a major manufacturer that meets all Occupational Safety and Health Administration
(OSHA) standards and regulations, all Business and Institutional Furniture Manufacturers
Association (BIFMA) acceptance test levels, and all Underwriters Laboratory (UL) requirements.
2. Compliance with specific building and fire code restrictions.
3. Meet all ADA (American Disability Act)/Section 504 requirements of design for all County
buildings installations.
4. Multiple options available including materials, finishes, designs, sizes, functions, etc.
5. Provide ergonomically designed systems.
6. High quality steel lateral files, shelving and storage in various widths and heights.
7. Accessories such as paper management, keyboard trays, pencil drawers and other work tools.
8. Standard and Quick Ship Lead Times
B. Products Minimum Requirements:
All Contractor's shall clearly demonstrate how the proposal products line meets or exceeds the
following requirements in their proposal.
Systems/Modular Furniture
i. The complete catalog of all systems/modular furniture, lines, and accessories available
from the Contractor, to include all types of panel based modular componentry which can
be customized to accommodate multiple workspace designs and applications. Systems
should ideally include data, voice, and electrical cabling management systems within the
system in a racetrack either at the top of the panel or along the bottom of the panel. All
pieces of a system should be interchangeable to allow for design and remodel alterations
at a future date. All electrical outlets and circuitry must be UL (Underwriters' Laboratories)
listed and CSA (Canadian Standards Association) certified.
ii. This description covers office systems/modular furniture designed to provide
comprehensive office furniture environments through the ability to form a variety of
workstation configurations. The systems/modular furniture shall consist of connecting,
structural panels with provisions for mounting a wide range of furniture components, panel
supported and/or freestanding work surfaces and drawer pedestals meeting the
requirements specified herein.
iii. All panels and components shall be of a design, material, and workmanship to withstand
hard, daily usage over an extended life with a minimum of maintenance and repair. All
panels shall stand erect and rest firmly on their bases to assure safety, good appearances,
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and provide for a stationary work position. All panels shall be plumb and level. Panels and
components shall have identical range of modularity so that they are interchangeable
between workstations. The system shall be capable of being installed over finished flooring
without penetration or demarcation or the use of floor fasteners so as to allow for
reconfiguration without any floor patching.
iv. The Contractor shall certify that the items offered, or functionally similar items that will
interface with the system offered under the Contract, shall remain available for a period of
ten (10) years from date of award.
V. Contractor shall warrant their product against defects in materials and workmanship for a
period of two (2) years from date of shipment.
vi. Panels offered under this description shall include acoustical and non -acoustical, safety
glazed, open, tackable, electrified and non -electrified with raceways. Wire management
provisions shall be field convertible from powered to non -powered. Fabric is to be mid -
grade or better.
vii. All panels offered shall have a maximum smoke development rating of 150 and a maximum
flame spread rating of 25 when tested as specified herein. The fabric covering shall be
flame resistant.
viii. Acoustical panels shall have a Noise Reduction Co -efficient (NRC) of approximately 0.85
and a Sound Transmission Class (STC) of approximately 40. 9. Panels shall be available
in a variety of nominal heights and widths ranging from 28" to 80" high and 12" to 72"
wide.
ix. Panel raceways shall be designed to provide distribution of electrical, data, and
communications cables in one or more raceways that are an integral part of the panel. The
raceway(s) shall be totally accessible from both sides of the panel through the use of covers
that are hinged or operable without the use of tools.
• The electrical power distribution system shall be an integral component of the
systems/modular furniture.
• All electrical system components shall be CSA approved.
• Power shall be supplied from the building wiring system to the systems/modular
furniture through base or ceiling feeds.
• In addition to the power distribution system, the raceway system shall be capable of
containing both data and communication cabling equivalent to eight 25-pair category
5 awg (American Wire Gauge) 24 cables without interference from raceway
electrical system.
X. The panel system shall be capable of connecting in a variety of configurations including
connection of panels of differing heights and connection of two, three, or four panels from
a single point.
xi. The system shall provide for suspending components at varying heights on both sides of
the panel. The system shall provide precise alignment of adjacent panels and shall include
leveling glides to compensate for uneven floors. A minimum 3/4" adjustment range is
required. When placed on a level surface with the glides fully retracted the maximum
distance between the panel and the floor shall be 1 inch.
xii. The furniture system shall include work surfaces that are panel supported and/or
freestanding. When panel supported and freestanding surfaces are offered, they shall be of
similar construction and appearance and shall allow the integration of both types within a
workstation.
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xiii. Top surfaces shall be high-pressure plastic laminate. The top shall be balanced to resist
warping, and the underside shall be smoothly finished. Edges shall be vinyl T-molding or
self -edge. When self -edging is used, the corners shall be eased.
xiv. The system shall include a variety of work surface depths between 18" and 30" and widths
between 30" and 72". Dimensions outside these ranges are also acceptable but shall be
compatible with panel widths. The furniture system shall include drawer pedestals or
individual drawer units that can form pedestals. Types may include surface mounted,
freestanding and mobile pedestals. Freestanding and mobile pedestals shall be designed to
allow use beneath a work surface. Finish options for drawer fronts to be metallic paint or
wood veneer.
xv. Drawer types shall include pencil or personal drawers, box drawers, and file drawers.
xvi. Pedestals shall be available with locks or locking devices. Units may be gang locks or may
be individual drawer locks.
xvii. The furniture system shall include shelves and cabinets ranging from T-0" to 6'-0" widths
(minimum). Cabinets shall be provided with a receding door or may be formed from a shelf
and separate top and door assembly. Cabinet locks shall be available.
xviii. Panel supported lateral files and file bins may be offered. Free standing lateral files
specifically designed to be used beneath a work surface may be included. Panel supported
lateral files and file bins may be offered. Free standing lateral files specifically designed to
be used beneath a work surface may be included.
xix. The furniture systems/modular shall include task lighting. As a minimum, task lights shall
be capable of mounting beneath a shelf or cabinet. Articulated arm, task lights which are
panel mounted, ambient lights and under counter or panel mounted lights are also
acceptable. Variable intensity or adjustable task lights are also acceptable. All lights offered
shall be CSA approved. Task lights shall have individual on/off switches and shall be
equipped with a diffusion lens to provide glare free light. Lights shall be shielded to prevent
direct viewing of the lamp or bulb at eye level from a seated position.
xx. The Contractor shall provide, as an integral part of the systems/modular furniture product
line, paper management items. These items shall be used for the sorting and organization
of letter, legal, ADP printout sized paper and rolled drawings "A" through "E" sheet sizes.
These items may be suspended by rails attached to the panel and/or provided as inserts to
the pedestal drawers, overhead storage bins, and lateral file drawers.
xxi. All dimensions, shapes, etc. illustrated are to describe the typical range of a workstation
and components that the County expects to procure. Specific orders shall be placed with
the Contractor for those items from his contract that will meet the actual needs of the
project.
xxii. Only those components available under the Contractor's current systems/modular furniture
product line shall be offered.
xxiii. The various components (work surfaces, shelves, storage drawers, etc.) shall be positioned
in a task related manner within easy reach of station occupant(s). Sufficient panels shall be
provided to effectively house the specified components and to facilitate the indicated tasks.
Any components not shown in the illustrations, which are needed to conform to the
manufacturer's recommendations for installation shall be included.
xxiv. Include complete catalogs of all case goods, furniture lines, and accessories available from
the Contractor to include all types of case goods; such as freestanding conventional desks
and credenzas and matching pedestals (freestanding) with various drawer and accessory
configurations. Included also in this group are computer desks, stationary tables, mobile
tables, occasional tables, mobile pedestals, fax/printer stands, screens, cable management
devices, mobile filing cabinets, and other innovative/mobile storage cabinets. The complete
catalog of all filing systems/modular, freestanding filing cabinets, equipment and
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accessories available from the Contractor; to include all types of vertical files, lateral files,
high -density storage files, freestanding pedestals, lockers, storage cabinets, and specialized
storage. All products offered for this category shall be deemed of commercial grade and
must meet or exceed ANSI/BIFMA standards for durability and performance.
xxv. All products in the vertical, lateral, high -density storage, and pedestal products must
include interlock devices (allowing only a single drawer to be open at one time, precluding
the possibility of the unit becoming dis-weighted and tipping over unexpectedly), single
locking mechanisms (locking all drawers and doors with one lock), and tectonic devices
(to preclude the unit tipping over during earthquakes).
xxvi. All products in this category must be ANSIBIFMA rated for commercial grade
performance characteristics, functionality, durability and longevity of performance.
Seating
The County requires that all seating offered on contract must have a minimum of five (5)
years parts and labor warranty and (10) year minimum on all moving/stationary hard
surfaces. The complete catalog of chairs and other seating available from the Contractor;
to include desk and task chairs, group/conference room chairs, executive chairs. This
category shall also include lounge seating, reception seating, side seating, and stacking
seating. Labor is included with repairs.
• All Chairs must meet a minimum weight acceptance of 250 lb. minimum and have
at least five (5) spoke base.
• All Task/Office Chair backs are to be Ratchet (no post) height adjustment, offer
optional adjustment for angle and extra lumbar support.
• All Task/Office Chair seat pan with depth and tilt adjustment.
• All Task/Office Chair arms will have height adjustment, offer optional adjustments
for adjusting away from seat pan, adjustment for forward/backward, swivel and
quick disconnect from chairs.
ii. All desk/task chairs must meet or exceed OSHA program standards. Meet or exceed ANSI
(American National Standards Institute) General and Office Ergonomics Standards. Meet
or exceed BIFMA (Business Institutional Furniture Manufactures Association) G1-2013
Ergonomics Standards.
iii. Loaner chairs must be offered for a minimum of thirty (30) days. The chair will be brought
to that particular site for the employee to sample and picked up by the Contractor upon
completion of the evaluation.
V1. County Responsibilities:
A. County Departments shall be responsible for creating their own subordinate contracts against this RCA.
B. Each County Department shall appoint a County Project Manager for each project and/or service order.
C. County Departments shall be responsible for creating and amending their subordinate Contracts and
add or delete facility locations or change hours of operation at a given location at any time during the
term of the Contract.
D. Regarding delivery, each Subordinate Contract against this RCA will establish their location delivery
and billing addresses directly with the Contractor.
E. County shall assist the Contractor in obtaining data, including system access, as needed to assist
Contractor.
F. The County reserves the right to obtain competitive bids on any material or service and to utilize the
data provided under this Contract relative to necessary materials and services.
G. County Project Manager shall ensure Contractor has necessary access to service locations and facilities.
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H. County shall answer questions related to various County procedures as needed.
I. County reserves the right to revise, remove or add requirements as needed.
VII. Security Requirements:
The County operates several secured facilities: most notable are several Probation, Sheriff and Airport
operated sites. Contractors and their employees who perform services in these facilities will be required to
strict operational policies and may be required to pass a background check for security clearance prior to their
employment on a project. Each Department covered under this Contract has separate security requirements
in which clearance for each Department must be met. Clearance lists are not shared between Departments.
During performance of the work, especially at detention facilities, workers shall closely monitor all tools,
equipment and other materials at all times. Contractors and their employees shall have no contact verbal or
physical, with any inmate of these facilities. These policies have been designed with the primary purpose of
ensuring a safe and secure environment for all involved.
A. The Contractor will provide a list of all personnel/employees who will be directly performing tasks
associated with the Contract. Contractor's personnel/employees providing service in a secured detention
facility, a Probation facility or a Sheriffs facility, will be expected to pass two (2) separate background
checks performed by the Orange County Sheriffs Department and the Orange County Probation
Department. No changes shall be authorized to the approved list without a request in writing submitted
by the Contractor and approved by the County Site Coordinator. At no time will unauthorized
Contractor employees perform any task associated with this Contract. If this occurs, the Contractor will
be notified that they have not complied with the terms of this Contract and are subject to Contract
termination. The list of all Personnel/Employees working on County projects shall be submitted prior
to award of this Contract.
B. Contractor shall prepare and submit a Security Clearance form to the County Site Coordinator for all
persons who will be working on or who will need access to secured facilities.
C. Security Clearance forms shall be submitted at least thirty (30) days prior to the start of work or prior
to the use of any person subsequent to the start of work.
D. Said Security Clearance forms shall be thoroughly and accurately complete whether submitted
electronically (Sheriff) or on paper (Probation). Omissions or false statements, regardless of the nature
or magnitude, may be grounds for denying clearance.
E. No person shall be employed on this work who has not received prior clearance from the Probation
Department, Sheriff's Department or John Wayne Airport.
F. The County, John Wayne Airport, the Probation Department and the Sheriff's Department do not
provide a reason clearance is denied as that is confidential.
G. The Contractor shall be responsible to sign in with the County Site Coordinator or designee, as required.
Upon arrival at any secure facility (e.g., JWA, Probation) the Contractor shall report to the Central
Control Center (Control). Contractor personnel shall have no contact, either verbal or physical, with
internees in secured detention facilities.
Specifically:
l . Do not give names or addresses to internees.
2. Do not receive any names or addresses from internees.
3. Do not disclose the identity of any internee to anyone outside the facility.
4. Do not give any materials to internees.
5. Do not receive any materials from internees (including materials to be passed to another
individual or internee).
*Failure to comply with these requirements is a criminal act and can result in criminal prosecution.
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H. Any Contractor personnel/employee(s) engaged in the performance of work under this Contract shall
be expected to pass the screening requirements and abide by all of the security requirements set forth
by the Federal Aviation Administration (FAA) and the County of Orange.
"The Federal Aviation Administration (FAA) approved security program for John Wayne Airport
requires that each person issued a John Wayne Airport security badge is made aware of his/her
responsibilities regarding the privilege cf access to restricted areas cf the airport".
All persons within the restricted air operation areas of the airport are required to display, on their person,
a John Wayne Airport security badge, unless they are specifically exempted forreasons orthey are under
escort by aproperly badge individual. Each airport employee or airport tenant employee who has been
issued a John Wayne Airport security badge is responsible for challenging any individual who is not
properly displaying an airport issued or approved and valid identification badW. Any person who is
not properly displaying or who cannot produce a valid John Wayne Airport security badge must
immediately be referred to the Sheriff's Department Airport Detail Office for proper handling.
TheJohn Wayne Airport securitybadge istheproperty ofthe County ofOrange andmust be returned upon
termination ofemployment at John Wayne Airport. The loss of a badge shall be reported within twenty-
four (24) hours to the Sheriff's Department Airport Dispatch Center (949) 252-5000. A report shall
be made before a replacement badge will be issued.
I. All vehicles parked on -site shall be locked and thoroughly secured at all times.
J. All equipment and materials shall remain in the Contractor possession at all times and shall never be
left unattended. All or misplaced equipment or materials shall be reported immediately to the (a.)
security staff or Control in secured detention facilities or (b.) the escort or Control in Sheriff's facilities.
K. Personnel shall not smoke or use profanity or other inappropriate language while on -site.
L. Personnel shall not enter the facility while under the influence of alcohol, drugs or other intoxicants
and shall not have such materials in their possession.
M. Personnel shall plan their activities to minimize the number of times they must enter and exit a facility,
i.e. transport all equipment and materials needed for the day at the start of work and restrict all breaks
to the absolute minimum.
N. Contractor's employee(s) shall be well-disposed to the public and County staff utilizing the facilities
but shall be responsive only to the requests of the County Site Coordinator unless otherwise directed
and shall direct all inquiries or requests to the County Site Coordinator.
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ATTACHMENT B
PRICING AND COMPENSATION
I. COMPENSATION: This is a fixed fee Contract between County and Contractor for Free -Standing Modular
Furniture and Installation Services as provided in Attachment A, Scope of Work.
Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for
performing all services and furnishing all staffing, labor, tax, shipping, freight, insurance requirements
required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the
services until acceptance, for risks connected with the services, and for performance by Contractor of all its
duties and obligations hereunder. Contractor shall only be compensated as set forth herein below for work
performed in accordance with the Scope of Work. County has no obligation to pay any sum in excess of total
Contract amount specified unless authorized by an amendment in accordance with Articles "C" — Amendments
and "P" — Changes of County's General Terms and Conditions.
II. PRICING: PAYMENT TERMS: Payment will be net thirty (30) calendar days after receipt of an invoice in a
format acceptable to County. Invoices will be verified and approved by County and subject to routine
processing requirements. The responsibility for providing an acceptable invoice to County for payment rests
with Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to Contractor for
correction.
Billing shall cover services and/or goods not previously invoiced. Contractor shall reimburse County for any
monies paid to Contractor for goods or services not provided or when goods or services do not meet the
contract requirements.
Payments made by County shall not preclude the right of County from thereafter disputing any items or
services involved or billed under this contract and shall not be construed as acceptance of any part of the goods
or services.
III. INVOICE INSTRUCTIONS: Contractor shall provide an invoice on Contractor's letterhead for goods delivered
and/or services rendered. In the case of goods, Contractor must leave an invoice with each delivery. Each
invoice must have a number and must include the following information:
a. Contractor's name and address
b. Contractor's remittance address, if different from (a), above
C. Name of County department
d. Contract number must be referenced on all invoices
e. Service date(s) — Month of Service
f. Service description, including the classification time is being billed as applicable
g. Contractor's Tax Identification Number (TIN) or Employer's Identification Number (EIN)
h. Total
The responsibility for providing an acceptable invoice to County for payment rests with Contractor.
Incomplete or incorrect invoices are not acceptable and will be returned to Contractor for correction. County's
Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to
the Auditor -Controller for processing of payment.
*Please send invoices according to the instructions by each Department.
IV. FIRM DISCOUNT AND PRICING STRUCTURE: Contractor guarantees that prices quoted are equal to or less
than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope.
Contractor agrees that no price increases shall be passed along to the County du ring the term of this Contract
not otherwise specified and provided for within this Contract.
V. PRICE INCREASE/DECREASES: No price increases will be permitted during the first year of the Contract. The
County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum
of 180-days advance notice in writing is required to request such adjustment. Any price increases require prior
written approval by the County. No retroactive price adjustments will be considered. All price decreases will
automatically be extended to the County of Orange. The County may enforce, negotiate, or cancel escalating
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price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will
remain firm during the period of the Contract. Adjustments increasing the Contractor's profit will not be
allowed
VI. CONTRACTOR'S EXPENSE: The Contractor will be responsible for all costs related to photo copying,
telephone communications and fax communications while on County sites during the performance of work
and services under this Contract.
VII. ELECTRONIC FUNDS TRANSFER: The County of Orange offers Contractors the option of receiving payment
directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment.
Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail.
An email address will need to be provided to the County of Orange via an EFT Authorization Form. To request
a form, please contact the DPA.
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ATTACHMENT C
ITEM LIST/FEES
FURNITURE
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME (IN
WEEKS
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
1.
Compose
Haworth
9-11 Weeks
65.0%
61.0%
2.
Compose/Adaptable
Haworth
9-11 Weeks
65.0%
61.0%
3.
Unigroup + Unigroup Too
Haworth
12-14 Weeks
64.5%
60.5%
4.
Compose Connections
Haworth
9-11 Weeks
64.5%
60.5%
5.
Intuity
Haworth
9-11 Weeks
44.5%
40.5%
6.
Belong
Haworth
9-11 Weeks
41.5%
26.2%
7.
Echo
Haworth
9-I1 Weeks
44.6%
29.2%
8.
Slate
QUOTE
Cost +7.5%
Cost +7.5%
9.
AMQ
1-2 Weeks
42.3%
42.3%
10.
DeskMakers
6-8 Weeks
58.1%
58.1%
11.
Enwork
6-8 Weeks
50.8%
50.8%
12.
OFS Brands
4-24 Weeks
53.0%
53.0%
13.
Safco/Mayline
8-10 Weeks
49.5%
49.5%
14.
ODS
3-18 Weekss
72.3%
72.3%
15.
Gabesa
6-8 Weeks
53.8%
53.8%
16.
AIS
2-10 Weeks
63.1%
63.1%
17.
Evolve Furniture Group
4-15 Weeks
44.6%
44.6%
18.
Watson
8-14 Weeks
29.7%
29.7%
19.
Workspace48
1-2 Weeks
38.5%
38.5%
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ESTIMATED
ITEM
DELIVERY
DISCOUNT
QUICK SMP
NO
SERIES
BRAND
TIME (IN
OFF LIST
OFF LIST
WEEKS
20.
Kimball
3-20 Weeks
55.0%
55.0%
II. FREE-STANDING/MODULAR/CASE GOODS FURNITURE
Item
No
Series
Brand
Estimated
Delivery Time
in weeks)
Discount Off
List
Quick Ship Off
List
1.
Compose/Adaptable
Haworth
9-11 Weeks
65.0%
61.0%
2.
X Series
Haworth
4-6 Weeks
59.0%
55.0%
3.
Masters
Haworth
13-15 Weeks
44.5%
40.5%
4.
Upside
Haworth
4-6 Weeks
47.7%
32.3%
5.
Planes Tables
Haworth
8-10 Weeks
44.5%
40.5%
6.
Behold
Haworth
14-16 Weeks
32.3%
16.9%
7.
Pip
Haworth
3-5 Weeks
43.1%
27.7%
8.
Cultivate/Immerse
Haworth
9-11 Weeks
41.5%
26.2%
9.
Slate
QUOTE
Cost+7.5%
Cost+7.5%
10.
Boss Office Products
1-2 Weeks
12.5%
12.5%
11.
CCN
18-12 Weeks
36.0%
36.0%
12.
DeskMakers
6-8 Weeks
58.1%
58.1%
13.
Enwork
6-8 Weeks
50.8%
50.8%
14.
OFS Brands
4-24 Weeks
53.0%
53.0%
15.
Fullbright + Company
3-18 Weekss
57.9%
57.9%
16.
Global Furniture Group
4-15 Weeks
39.6%
39.6%
17.
Krug
6-14 Weeks
30.8%
30.8%
18.
Krug Healthcare
6-14 Weeks
44.1 %
44.1 %
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Item
No
Series
Brand
Estimated
Delivery Time
(in weeks)
Discount Off
List
Quick Ship Off
List
19.
COE
3-5 Weeks
44.1%
44.1%
20.
Safco/Mayline
8-10 Weeks
49.5%
49.5%
21.
National Office Furniture
3-20 Weeks
43.2%
43.2%
22.
Nienkamper
7-8 Weeks
60.1%
60.1%
23.
Nevins
6-14 Weeks
30.8%
30.8%
24.
Nucraft
7-22 Weeks
50.1%
50.1%
25.
Kimball
3-20 Weeks
43.2%
43.2%
26.
Tuohy
9-18 Weeks
37.0%
N/A
27.
303 Furniture
1-2 Weeks
23.1%
23.1%
28.
AIS
2-10 Weeks
63.1%
63.1%
29.
Cumberland
12-20 Weeks
28.6%
28.6%
30.
Dan -an
8-12 Weeks
30.8%
30.8%
31.
ODS
3-18 Weeks
72.3%
72.3%
32.
OfficesToGo (OTG)
1-15 Weeks
45.2%
45.2%
33.
Orangebox
6-8 Weeks
21.9%
21.9%
34.
Watson
8-14 Weeks
29.7%
29.7%
35.
Workspace 48
1-2 Weeks
38.5%
38.5%
County of Orange, County Procurement Office Page 37 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
III. FILING/FILING SYSTEMS FURNITURE
ITEM
NO
SERIES
BRAND
ESTIl"TED
DELIVERY
Tum
IN WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
1.
X Series
Haworth
4-6 Weeks
59.0%
55.0%
2.
V Series
Haworth
4-6 Weeks
52.5%
48.5%
3.
A Series
Haworth
4-6 Weeks
40.5%
36.5%
4.
Beside
Haworth
13-15 Weeks
44.5%
40.5%
5.
Compose
Haworth
13-15 Weeks
44.5%
40.5%
6.
Coalesse
2-29 Weeks
46.1%
46.1%
7.
Davis
5-18 Weeks
44.5%
44.5%
8.
Safco/Mayline
8-10 Weeks
49.5%
49.5%
9.
National Office Furniture
3-20 Weeks
43.2%
43.2%
10.
Nienkamper
7-8 Weeks
60.1%
60.1%
11.
Phoenix Safe
1-2 Weeks
60.0%
60.0%
12.
Spacestor
1-2 Weeks
36.0%
36.0%
13.
Tuohy
9-18 Weeks
37.0%
N/A
14.
Fireking
3-12 Weeks
34.2%
34.2%
15.
Kimball
3-20 Weeks
46.0%
46.0%
16.
OfficesToGo (OTG)
1-15 Weeks
45.2%
45.2%
17.
Global Furniture Group
4-15 Weeks
39.6%
39.6%
18.
Darran
8-12 Weeks
30.8%
30.8%
19.
Evolve Furniture Group
4-15 Weeks
44.6%
44.6%
20.
Groupe Lacasse
4-12 Weeks
30.8%
30.8%
County of Orange, County Procurement Office Page 38 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:1266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-AlDC-05952FB9513A
ESTIMATED
ITEM
DELIVERY
DISCOUNT
QUICKSHIP
SERIES
BRAND
NO
TIME
OFF LIST
OFF LIST
IN WEEKS
21.
ODS
3-18 Weekss
72.3%
72.3%
22.
Office Specialty
4-6 Weeks
36.7%
36.7%
23.
Watson
8-14 Weeks
29.7%
29.7%
24.
Workspace 48
1-2 Weeks
38.5%
38.5%
IV. SEATING FURNITURE
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME
IN WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
1.
Very Task
Haworth
3-5 Weeks
48.5%
44.5%
2.
Very Other
Haworth
3-5 Weeks
50.5%
46.5%
3.
Zody
Haworth
3-5 Weeks
49.0%
45.0%
4.
Zody II & LX
Haworth
5-7 Weeks
44.6%
29.2%
5.
Fern
Haworth
3-5 Weeks
45.5%
29.2%
6.
X99
Haworth
3-5 Weeks
52.5%
48.5%
7.
Iinprov, Tag, System 12
Haworth
3-5 Weeks
54.5%
51.5%
8
Wood Guest, Openest, Harbor
Worklounge, Poppy
Haworth
11-16 Weeks
41.5%
37.5%
9.
Cassis, Candor, Lively
Haworth
7-9 Weeks
41.5%
37.5%
10.
Haworth Collection
Haworth
15-29 Weeks
15.5%
N/A
11.
Soji
Haworth
3-5 Weeks
41.5%
26.2%
12.
Veda
Haworth
3-5 Weeks
41.5%
26.2%
13.
Maari
Haworth
3-5 Weeks
41.5%
26.2%
14.
OfficesToGo (OTG)
1-15 Weeks
45.2%
45.2%
County of Orange, County Procurement Office Page 39 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
No
SERIES
BRAND
ESTIMATED
DELIVERY
TIME
IN WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
15.
9 to 5 Seating
9-16 Weeks
63.1%
63.1%
16.
Aceray
10-12 Weeks
46.1%
46.1%
17.
Afra Furniture
10-12 Weeks
Cost+15%
Cost +10.5%
18.
Allseating
4-12 Weeks
56.1%
56.1%
19.
Allermuir/ Senator Group
8-12 Weeks
30.8%
51.1%
20.
AMQ
1-2 Weeks
42.3%
42.3%
21.
Arcadia
8-10 Weeks
48.3%
48.3%
22.
Boss Office Products
1-2 Weeks
12.5%
12.5%
23.
Cabot Wrenn
16-18 Weeks
31.9%
N/A
24.
Coalesse
2-29 Weeks
45.1%
45.1%
25.
Davis
5-18 Weeks
46.1%
46.1%
26.
Emeco
Haworth
2-18 Weeks
23.1%
7.7%
27.
Encore
8-12 Weeks
53.5%
53.5%
28.
Enwork
6-8 Weeks
50.8%
50.8%
29.
Eurotech
1-2 Weeks
42.0%
42.0%
30.
ERG International
6-14 Weeks
48.8%
48.8%
31.
OFS Brands
4-24 Weeks
53.5%
53.5%
32.
Global Furniture Group
4-15 Weeks
39.6%
39.6%
33.
Grand Rapids Chair
5-20 Weeks
46.5%
N/A
34.
HBF
10-14 Weeks
46.5%
46.5%
County of Orange, County Procurement Office Page 40 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-Al DC-05952FB9513A
ITEM
No
SERIES
BRAND
ESTIMATED
DELIVERY
TIME
IN WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
35.
High Point Furniture
Industries
8-10 Weeks
60.0%
60.0%
36.
Humanscale
2-6 Weeks
48.5%
48.5%
37.
Integra Seating
8-10 Weeks
46.5%
46.5%
38.
Janus et Cie
2-46 Weeks
38.0%
38.0%
39.
JSI
5-8 Weeks
51.5%
51.5%
40.
Keilhauer
9-12 Weeks
46.5%
46.5%
41.
KFI Seating
1-2 Weeks
53.5%
53.5%
42.
Krug
6-14 Weeks
30.8%
30.8%
43.
Krug Healthcare
6-14 Weeks
44.0%
44.0%
44.
Landscape Forms
9-12 Weeks
Cost +12%
Cost +12%
45.
Leland
6-18 Weeks
30.8%
30.8%
46.
Lesro
3-6 Weeks
57.9%
57.9%
47.
Martin Brattrud
16-18 Weeks
46.5%
46.5%
48.
Safco/Mayline
8-10 Weeks
49.5%
49.5%
49.
National Office Furniture
3-20 Weeks
43.2%
43.2%
50.
Nienkamper
7-8 Weeks
46.5%
46.5%
51.
Nevins
6-14 Weeks
30.8%
30.8%
52.
Okamura
6-12 Weeks
46.5%
46.5%
53.
SitOnIt
8-10 Weeks
53.7%
53.7%
54.
Source International
6-10 Weeks
38.5%
38.5%
County of Orange, County Procurement Office Page 41 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME
IN WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
55.
COE
3-5 Weeks
44.1%
44.1%
56.
Stylex Seating
10-15 Weeks
46.5%
46.5%
57.
Tuohy
9-18 Weeks
39.5%
N/A
58.
Via Seating
2-6 Weeks
38.5%
38.5%
59.
Vitra
12-16 Weeks
26.9%
26.9%
60.
Woodstock Marketing
1-10 Weeks
51.5%
N/A
61.
AIS
2-10 Weeks
38.5%
38.5%
62.
Bernhardt
10-15 Weeks
35.0%
35.0%
63.
Arper
2-12 Weeks
16.7%
16.7%
64.
Borgo
4-6 Weeks
30.8%
30.8%
65.
Cumberland
12-20 Weeks
30.8%
30.8%
66.
Darran
8-12 Weeks
30.8%
30.8%
67.
Design Within Reach
3-14 Weeks
Cost +15%
Cost + 15%
68.
Division Twelve
9-12 Weeks
25.0%
25.0%
69.
Naughton
6-10 Weeks
30.8%
30.8%
70.
ODS
3-18 Weeks
72.3%
72.3%
71.
OM- Seating
2-3 Weeks
33.3%
33.3%
72.
Orangebox
6-8 Weeks
21.9%
21.9%
73.
Sandler Seating
10-12 Weeks
25.0%
25.0%
74.
Segis
12-14 Weeks
38.5%
38.5%
County of Orange, County Procurement Office Page 42 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ESTIMATED
ITEM
DELIVERY
DISCOUNT
QUICK SHIP
NO
SERIES
BRAND
TIME
OFF LIST
OFF LIST
(IN WEEKS)
75.
Spec Furniture
-1012 Weeks
25.0%
25.0%
76.
Versteel
4-6 Weeks
25.0%
25.0%
77.
Workspace 48
1-2 Weeks
38.5%
38.5%
78.
X-Chair
2-3 Weeks
23.1%
23.1%
79.
Kimball
3-20 Weeks
43.2%
43.2%
V. LIBRARY/LOBBY AND OTHER FURNITURE
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME (IN
WEEKS)
DISCOUNT
OFF :LIST
QUICK SHIP
OFF LIST
1.
Very Task
Haworth
3-5 Weeks
48.5%
48.5%
2.
Very Other
Haworth
3-5 Weeks
50.5%
50.5%
3.
Zody
Haworth
3-5 Weeks
49.0%
49.0%
4.
Fern
Haworth
3-5 Weeks
45.5%
45.5%
5.
X99
Haworth
3-5 Weeks
52.5%
52.5%
6.
mprov
Haworth
3-5 Weeks
54.5%
54.5%
7
openest, Harbor
Worklounge, Poppy
Haworth
5-6 Weeks
41.5%
41.5%
8.
Cassis, Candor, Lively
Haworth
7-9 Weeks
41.5%
41.5%
9.
Haworth Collection
Haworth
15-29 Weeks
15.5%
N/A
10.
Aceray
10-12 Weeks
46.1%
46.1%
11.
Allermuir/ Senator
Group
8-12 Weeks
30.8%
51.1%
12.
Appenx Signage
8-10 Weeks
47.5%
47.5%
13.
Arcadia
8-10 Weeks
48.3%
48.3%
County of Orange, County Procurement Office Page 43 of 52 RCA 017-22010154
Free Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME (IN
WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
14.
Boss Office Products
1-2 Weeks
12.5%
12.5%
15.
Cabot Wrenn
16-18 Weeks
31.9%
N/A
16.
CCN
18-20 Weeks
35.0%
35.0%
17.
Claridge
5-8 Weeks
37.2%
37.2%
18.
Clarus
4-14 Weeks
52.6%
52.6%
19.
Coalesse
2-29 Weeks
45.1%
45.1%
20.
Davis
5-18 Weeks
46.1%
46.1%
21.
Egan Visual
2-8 Weeks
46.5%
46.5%
22.
Emeco
Haworth
2-18 Weeks
23.1%
7.7%
23.
EMU Americas
20-24 Weeks
35.0%
35.0%
24.
Encore
8-12 Weeks
53.5%
53.5%
25.
ERG International
6-14 Weeks
48.8%
48.8%
26.
Fullbright + Company
3-18 Weeks
57.9%
57.9%
27.
Grand Rapids Chair
5-20 Weeks
46.5%
N/A
28.
HBF
10-14 Weeks
46.5%
46.5%
29.
Kimball
3-20 Weeks
43.2%
43.2%
30.
290
2-6 Weeks
16.7%
16.7%
31.
Homecraft
QUOTE
Cost + 15%
Cost + 15%
32.
Stance
8-12 Weeks
33.3%
33.3%
33.
Hush
Haworth
18-22 Weeks
Cost + 15%
Cost + 15%
34.
Loftwall
3-4 Weeks
30.8%
30.8%
County of Orange, County Procurement Office Page 44 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME (IN
WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFFLIST
35.
Special T
4-5 Weeks
23.1 %
23.1 %
36.
Kannoa
16-24 Weeks
44.6%
44.6%
37.
Akula
5-7 Weeks
Cost + 15%
Cost + 15%
38.
Dekko
8-10 Weeks
Cost + 15%
Cost + 15%
39.
Haworth Buzzispace
Haworth
15-17 Weeks
23.1 %
7.7%
40.
Haworth Pergola
Haworth
15-29 Weeks
44.6%
29.2%
41.
Haworth Traviatti
Haworth
15-29 Weeks
38.5%
23.1%
42.
Humanscale
2-6 Weeks
48.5%
48.5%
43.
Janus et Cie
2-46 Weeks
38.0%
38.0%
44.
JSI
5-8 Weeks
51.5%
51.5%
45.
Keilhauer
9-12 Weeks
46.5%
46.5%
46.
Krug
6-14 Weeks
30.8%
30.8%
47.
Krug Healthcare
6-14 Weeks
44.0%
44.0%
48.
Landscape Forms
9-12 Weeks
Cost +12%
Cost +12%
49.
Leland
6-18 Weeks
30.8%
30.8%
50.
Martin Brattrud
16-18 Weeks
46.5%
46.5%
51.
Safco/Mayline
8-10 Weeks
49.5%
49.5%
52
National Office
Furniture
3-20 Weeks
43.2%
43.2%
53.
Nienkamper
7-8 Weeks
46.5%
46.5%
54.
Nevins
6-14 Weeks
30.8%
30.8%
55.
Peter Pepper
2-6 Weeks
42.5%
N/A
County of Orange, County Procurement Office Page 45 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME (IN
REEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
56.
SitOnIt
8-10 Weeks
53.7%
53.7%
57.
Source International
6-10 Weeks
38.5%
38.5%
58.
Source Outdoor
6-10 Weeks
38.5%
38.5%
59.
Spacestor
8-10 Weeks
36.0%
36.0%
60.
Stylex Seating
10-15 Weeks
46.5%
46.5%
61.
Tuohy
9-18 Weeks
39.5%
39.5%
62.
Via Seating
2-6 Weeks
38.5%
38.5%
63.
Vitra
12-16 Weeks
26.9%
26.9%
64.
Woodstock Marketing
1-10 Weeks
51.5%
N/A
65.
Hightower
10-20 Weeks
16.7%
16.7%
66.
9 to 5 Seating
9-16 Weeks
63.1%
63.1%
67.
OM- Seating
2-3 Weeks
33.3%
33.3%
68.
Global Furniture Group
4-15 Weeks
39.6%
39.6%
69.
AIS
2-10 Weeks
63.1%
63.1%
70.
Andreu World
9-16 Weeks
25.0%
25.0%
71.
Arper
2-12 Weeks
16.7%
16.7%
72.
Art Conceptz
QUOTE
Cost + 15%
Cost + 15 %
73.
Art Design Resource
QUOTE
Cost + 15%
Cost + 15%
74.
Bernhardt
10-15 Weeks
35.0%
35.0%
75.
Borgo
4-6 Weeks
30.8%
30.8%
76.
Cort
QUOTE
Cost + 15%
Cost + 15%
County of Orange, County Procurement Office Page 46 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TEVIE SIN
WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
77.
Cumberland
12-20 Weeks
28.6%
28.6%
78.
Darran
8-12 Weeks
30.8%
30.8%
79.
David Edward
8-12 Weeks
35.5%
35.5%
80.
Design Within Reach
3-14 Weeks
Varries
Varries
81.
Division Twelve
9-12 Weeks
25.0%
25.0%
82.
Forms & Surfaces
QUOTE
Cost + 15%
Cost + 15%
83.
Ghent
3-4 Weeks
30.8%
30.8%
84.
Great American Art
3-4 WEEKS
Cost + 15%
Cost + 15%
85.
Groupe Lacasse
4-12 Weeks
30.8%
30.8%
86.
Magnuson Group
8-18 Weeks
23.1%
23.1%
87.
Naughtone
6-10 Weeks
30.8%
30.8%
88.
Orangebox
6-8 Weeks
21.9%
21.9%
89.
Patcraft
3-16 Weeks
Cost +15%
Cost +15%
90.
Prismatique
8-10 Weeks
30.8%
30.8%
91.
Sandler Seating
10-12 Weeks
25.0%
25.0%
92.
SCS Flooring System
3-15 Weeks
Cost +%15
Cost +%15
93.
Segis
12-14 Weeks
38.5%
38.5%
94.
Smartbox Company
12-14 Weeks
33.3%
33.3%
95.
Spec Furniture
10-12 Weeks
25.0%
25.0%
96.
Tropitone
24-28 Weeks
16.7%
16.7%
97.
Valantine Woodwork
QUOTE
Cost + %9
Cost + %9
County of Orange, County Procurement Office Page 47 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ITEM
No
SERIES
BRAND
ESTIMATED
DELIVERY
TIME (IN
WEEKS)
DISCOT
OFF LIST
QUICK SHIP
OFF LIST
98.
Versteel
4-6 Weeks
25.0%
25.0%
99.
Watson
8-14 Weeks
29.7%
29.7%
100.
Workspace 48
1-2 Weeks
38.5%
38.5%
101.
X-Chair
2-3 Weeks
23.1%
23.1%
102.
Zgo Solutions
3-4 Weeks
38.5%
38.5%
VI. ERGONOMIC FURNITURE
ITEM
NO
SERIES
BRAND
ESTIMATED
DELIVERY
TIME
IN WEEKS)
DISCOUNT
OFF LIST
QUICK SHIP
OFF LIST
1.
Belong
Haworth
9-11 Weeks
48.5%
44.5%
2.
AMQ
1-2 Weeks
42.3%
42.3%
3.
ESI
1-2 Weeks
55.5%
N/A
4.
Erg
6-14 Weeks
55.5%
N/A
5.
Humanscale
2-6 Weeks
48.5%
48.5%
6.
National Office Furniture
3-20 Weeks
43.2%
43.2%
7.
Safco/Mayline
8-10 Weeks
49.5%
49.5%
8.
Spaceco
1-2 Weeks
57.5%
N/A
9.
Workrite
2-3 Weeks
55.5%
N/A
10.
HAT Contract
1-4 Weeks
56.9%
56.9%
11.
303 Furniture
1-2 Weeks
23.1%
23.1%
12.
Groupe Lacasse
4-12 Weeks
30.8%
30.8%
13.
OM- Seating
2-3 Weeks
33.3%
33.3%
County of Orange, County Procurement Office Page 48 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
ESTIMATED
ITEM
DELIVERY
DISCOUNT
QUICK SHIP
No
SERIES
BRAND
TIME
OFF LIST
OFF LIST
IN WEEKS)
14.
Orangebox
6-8 Weeks
21.9%
21.9%
15.
Right Angle Products
2-4 Weeks
43.4%
43.4%
16.
Watson
8-14 Weeks
29.7%
29.7%
17.
Zgo Solutions
3-4 Weeks
38.5%
38.5%
VII. ADDITIONAL/SPECIAL SERVICES PRICES BELOW
A. Reconfiguration and Labor Charges:
*Charge for reconfiguring any manufacturer's furniture at the request of the County or in storage including
installation and disassemble of furniture. The labor cost shall be billed separate from Design Services and
Project Management charges. Express in dollar per hour charge. INCLUDE PREVAILING WAGES
REGULAR HOURS
AFTER HOURS
WEEKEND/HOLIDAY
ALL DAY
MONDAY - FRIDAY
MONDAY - FRIDAY
8:00 AM To 5:00 PM (PST)
5:01 PM - 7:59 AM (PST)
PREVAILING
WAGE PER
$66.00
$75.00
$100.00
HOUR
NON -
PREVAILING
$44.00
$66.00
$88.00
WAGE PER
HOUR
*This shall only apply when reconfiguring existing County furniture.
Design Services: Design charge for the purchase of new furniture or reconfigured furniture. Express in
dollars per hour charge. INCLUDE PREVAILING WAGES
REGULAR HOURS
AFTER HOURS
WEEKEND/HOLIDAY
ALL DAY
MONDAY - FRIDAY
MONDAY - FRIDAY
8:00 AM To 5:00 PM (PST)
5:01 PM - 7:59 AM (PST)
(PST)
PREVAILING
WAGE PER
$75.00
$95.00
$95.00
HOUR
NON -
PREVAILING
$75.00
$95.00
$95.00
WAGE PER
HOUR
County of Orange, County Procurement Office Page 49 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
C
0
Space Planning: Charge for space planning including any architectural designing and blueprinting.
Expressed in dollars per hour per charge. INCLUDE PREVAILING WAGES
REGULAR HOURS
AFTER HOURS
WEEKEND/HOLIDAY
ALL DAY
MONDAY - FRIDAY
MONDAY - FRIDAY
8:00 AM To 5:00 PM (PST)
5:01 PM - 7:59 AM (PST)
PREVAILING
WAGE PER
$75.00
$95.00
$95.00
HOUR
NON -
PREVAILING
$75.00
$95.00
$95.00
WAGE PER
HOUR
Special Project Management: Charge for managing a special project, including but not limited to Planning,
Expediting, Installing, and Inventorying.
REGULAR HOURS
AFTER HOURS
WEEKEND/HOLIDAY
ALL DAY
MONDAY - FRIDAY
MONDAY - FRIDAY
8:00 AM To 5:00 PM (PST)
5:01 PM - 7:59 AM (PST)
PREVAILING
WAGE PER
$88.00
$98.00
$120.00
HOUR
NON -
PREVAILING
$88.00
$98.00
$120.00
WAGE PER
HOUR
E. Warehouse Cost: Contractor is to provide warehousing at no additional cost to County for a minimum of
thirty (30) days. If warehousing is still required after 30 days, Contractor shall list warehousing cost per
day, per vault, per pallet, or per square foot.
WAREHOUSING FEES
WAREHOUSEMAN
(AFTER 30-DAYS)
HOURLY RATE
PER DAY, PER VAULT, PER PALLET,
(AFTER 30-DAYS)
PER SQUARE "FT"
$1.75 Per Day, Per Pallet
$44.00
F. Additional Product/Services
At the request of Agency/Deparhnent(s), Contractor shall submit a written quote for requested
goods/services, to include but not be limited to:
Express Shipping *
2. Other Custom Related Services
*Delivery shall be coordinated between requesting department(s) and Contractor.
County of Orange, County Procurement Office Page 50 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2166501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
DocuSign Envelope ID: CC7AA784-D259-460D-A1DC-05952FB9513A
VIII. REBATES
Contractor shall provide rebates based on the breakdown listed below on an annual basis throughout the term of
this Contract. Reference Attachment A - Scope of Work, Section IV — Contractor's Responsibilities, # L —
Rebates.
ITEM
No
AGGREGATE TOTAL
REBATE %
1.
Purchases from $1.00 to $999,999.99
1.25%
2.
Purchases exceeding $1,000,000.00
2.00%
3.
Purchases exceeding $2,00,000.00
3.00%
4.
Purchases exceeding $3,500,000.00 or more
4.00%
IX. MISCELLANEOUS
Contractor shall provide a quote for items not listed under Attachment A, Scope of Work shall not to exceed
$1,000.00 per item.
Miscellaneous items not listed in the Contract, may be purchased off this Contract. Contractor will provide
requesting department with quote and process order once the County department has authorized the order in
writing.
Prices shall include all costs, but not limited to, overhead, all necessary labor, transportation, freight, delivery
and/or shipping/handling fees, fuel/fuel surcharges, mileage, storage, self-imposed fees and any other costs
necessary to provide the item/s requested.
In addition to the commodity requirements and all other terms and conditions provided herein, Contractor shall
satisfy the following billing/invoicing procedures for miscellaneous items not named specifically on this
attachment. Failure to follow these procedures fully may delay payment of miscellaneous items.
A. An authorized County Department staff member will contact the Contractor to obtain a written quote for
any items needed that are not listed above or are of a different quantity than specified.
B. An authorized County Department staff must obtain a quote for items on the Contract if purchased in
different quantities than listed on the Contract.
C. Contractor to include all charges in the quote including but not limited to; initial set-up fees and/or color
matching fees, rush charges (if applicable) and shipping charges.
D. If the authorized County Department staff member finds the quote satisfactory, the authorized staff
member will sign the quote and email or fax it back to the vendor authorizing the purchase. The Contractor
under no circumstance shall release or deliver any miscellaneous items without a written quote signed by
an authorized County Department staff member, in their possession.
E. Contractor must attach with the invoice a copy of the matching quote with the authorized County
Department staff member signature.
F. The agency/department shall certify on the invoice that the prices are per the signed quote.
County of Orange, County Procurement Office Page 51 of 52 RCA 017-22010154
Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc.
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EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page B-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and
volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, shall
provide or be endorsed to provide that City and its officers, officials,
employees, and agents shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page B-2
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance If Contractor or any subcontractor fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Contractor's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Contractor or reimbursed
by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page B-3
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page B-4
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