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HomeMy WebLinkAboutC-9555-1 - Purchase and Installation for Space Planning and Freestanding Modular Furniture Installation Services0 PURCHASE AND INSTALLATION AGREEMENT WITH INTERIOR OFFICE SOLUTIONS, INC., DOING BUSINESS AS PEOPLESPACE, INC., FOR SPACE PLANNING AND FREESTANDING MODULAR FURNITURE V INSTALLATION SERVICES THIS PURCHASE AND INSTALLATION AGREEMENT ("Agreement") is made and entered into as of this 20th day of March, 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, Inc. ("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 desires to engage Contractor to provide space planning and freestanding modular furniture installation services as detailed in Exhibit "A" attached hereto and incorporated herein by this reference ("Project"). C. 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. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. E. Pursuant to a competitive bidding process, Contractor was awarded a Regional Cooperative Agreement by the County of Orange, Contract Number RCA-017- 22010154, attached hereto as Exhibit "B" ("Piggyback 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 provide all tangible items and perform all the services required by this Agreement. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used under reasonably competent practitioners of the same discipline under similar circumstances and that all materials will be of good quality. 1.2 Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 1.3 In consideration of the payment of the purchase price and subject to all the terms and conditions hereof, Contractor shall sell to City such Free -Standing Modular Furniture as specified on Exhibit "A" (hereinafter referred to as "Products"), pursuant to the following enumerated provisions of the Piggyback Agreement, attached hereto as Exhibit "B," which enumerated provisions are incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "A" and the incorporated provisions of Exhibit "B," Exhibit "A" shall control. References within the incorporated provisions of Exhibit "B" to "County" or "County of Orange" shall instead be deemed reference to "City" or "City of Newport Beach," respectively. 1.3.1 Attachment A, Scope of Work: Section II; Section III; subsections B through Q of Section IV; and Section V. 1.3.2 Attachment B, Pricing and Compensation: Section IV; Section V; Section VI; Section VII; 1.3.3 Attachment C, Items List/Fees: Section I through VIII. 1.3.4 Attachment D, Subcontractor(s). 2. TIME OF PERFORMANCE 2.1 Time is of the essence in the performance of services under this Agreement. and Contractor shall complete the Project installation, implementation and acceptance testing within the timeframes set forth in Exhibit "B". The failure by Contractor to meet this schedule may result in termination of this Agreement by City pursuant to the provisions of this Agreement. 2.2 Force Majeure. The time period(s) specified in Exhibit "B" for performance of services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. City shall ascertain the facts and extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 2 recover damages against City for any delay in performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3. TERM Unless earlier terminated in accordance with the provisions of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until December 31, 2025, whichever occurs first. 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 Exhibits "A" and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Eleven Thousand Seven Hundred Dollars and 00/100 ($11,700.00), 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 Exhibit "A" to this Agreement 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 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 Schedule of Billing 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 3 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 "B" in performing services under this Agreement. Any deviation from the materials described in Exhibit "B" 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. 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 4 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 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 5 8.6 As required by Section 19 of the Piggyback 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 Piggyback 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 C, and incorporated herein by reference. 12. PREVAILING WAGES 12.1 If any of the Work contemplated under the Agreement is considered a "public work", pursuant to the applicable provisions of the Labor Code of the State of California, including but not limited to Section 1720 et seq., not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman shall be paid to all workmen employed on such. 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 6 The Contractor 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 Contractor 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 "B". 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 seq., which (1) require such persons to disclose any financial interest that may foreseeably be 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 7 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, Inc. 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. 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 8 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 "B". 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 the Piggyback Agreement, 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. 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 Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 9 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 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 10 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. 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. Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 11 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. [SIGNATURES ON NEXT PAGE] Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page 12 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: " ' I '- By: P (;� By: ron C. Harp "�S Seimone Jurjis City Attorney 3�"'�Zy Assistant City Manager ATTEST: Dater CITY OF NEWPORT BEACH, a California municipal corporation Date: 3 / ' LcoC �z By: ar w�Mwu , — Leilani I. Brown City Clerk ,® �JtIFQ't$ CONTRACTOR: INTERIOR OFFICE SOLUTIONS, INC., a California corporation ("DBA") PeopleSpace, Inc. Date: Signed in Counterpart By: Jesse Bagley Chief Executive Officer Date: Signed in Counterpart Bv: Trisha Fox Chief Financial Officer, Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — County of Orange - Regional Cooperative Agreement Exhibit C — Insurance Requirements 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: Vz CITY OF NEWPORT BEACH, a California municipal corporation Date: By:�'Aoh't By: ron C. Harp Seimone Jurjis City Attorney *z� Assistant City Manager ATTEST: Date: CONTRACTOR: INTERIOR OFFICE SOLUTIONS, INC., a California corporate gB ") PTopleSpace, Inc. Date: _ �n By: By: Leilani I. Brown Jesse Bagley �— City Clerk Chief Executive Officer Date: 3 zo Z By: Trisha`rox Chief Financial Officer, Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — County of Orange - Regional Cooperative Agreement Exhibit C — Insurance Requirements EXHIBIT A SCOPE OF SERVICES SCHEDULE OF BILLING RATES Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page A-1 t m G 0 � �. m n e ° G 0 z O O n � n O O n n a- 0 D O 0 > O -° fi m m m n m m m m m A D y m m 70 N c'e p m m m 0 m W N N C, (n n m (n N 'p -O N N -O n D N N V n n Q< o � n °< y Q H S O. 'o CD : 3 O' i o (D rn (� N Q 0 m Q m° Q n v rn c (D Q �' (D ® - c o' O o' O °o O o' co O Q r N P N (D m o ° a _ N n n 0 ♦Y N 0 Q 00 +V N n. 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G N 3 T O N 0� n 70 n 0 0 Q O O Q 3 Q (DD C N :D O N < Q_ Q O O' O n N � �(D (D n 5.0 Q-0 _m n n O zr -0Q (D Q (D Q (D g g y „ 2. y ° o n o 0 _ o o D o m m ii rn < m m < m rn n 70 X y 4 (/1 (n (/1 cn n W N N L7 N n m .p K _' 5 Q m m D 3 �' m D m Q �: O H Q �. O m J n n o' Q Q C CD n o Q ° (D x c, O e _ o D CC) c cD n r,+ n O 0 Q 77 0 o O m Q TI m oC/' Q n O y r a (� D- �_ m W N = Z ` p \ N Q N (Dn N N N Q � 0 O V rt vC /-� 1 1 C) W ^Q ,7 a � m m K m Z N N m � a o a c � W O� N N A O W� 00 O 00 (n O • 0 0 O Q O 0 c 00 00 O N C 7" to to tfr t tv t2 In fn 0 0 0 0 0 0 0 0 0 o n 00 cc 0 fD 0 0 00 0 0 � o m 1v P O L4 in N C Q n N (A y/ -A -W 4A � `� m C_ O O ODO O (n O O O O O f� V Q m 00 00 0 'o 0o co o �g Q O O 00 0 O O O 00 0 -0 o 0 e n _ CD _ }\ � - � ' \ � - ^ � /J// nz. om2_ :700 §fS %a® ƒ\\}2 <° \�cn j ) 0 zr 0 0 = ; / / § \ ƒ \ J = n m & ƒ-00© $\/ ƒ\3f �0 /\\\Z 0 >as/ /{3R s \?\ ) \\f� \ \_ / \ \\ % . Z ® / 2 2 ƒ Z \ E / k \ 2a. /0/noz. jM \ % / a < 2 o \ $ / a § \ / /_ j \ \ \ } 7 / \ / § \ \ z z7° o< ZFC) �» m \\� �(� \ 0a:rc m ai & o(:3 G C \Fo \/ e 3 = / \\2 2 a c~ \ / o% �[ ƒ/ \\ �] �6 \E ® \0M. 0 / \ / �9 0 & ° c O "0 iv = o \�\\ aNxt EXHIBIT B COUNTY OF ORANGE REGIONAL COOPERATIVE AGREEMENT CONTRACT # RCA-017-22010154 Interior Office Solutions, Inc. dba PeopleSpace, Inc. Page B-1 DocuSig n Envelope ID: OF1 FD664-A3C6-4914-9F1 A-A1 EF8491 D B2 B 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- s-fdrther-set-€orth-in the -Scope -of Work -attached- hereto-as-2k tachm-ent-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 County of Orange, County Procurement Office Page 1 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. OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. HT TERIALS ROPRIETARYINFRINGEMENT: 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 County of Orange, County Procurement Office Page 2 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. 0. 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: County of Orange, County Procurement Office Page 3 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 1. 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 2. Contractor's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3. 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 an $1,000,000 combined single limit per -ocrurrence 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: 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. County of Orange, County Procurement Office Page 4 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:OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 CEOCPOInsuranceaa,oc ov.com Certificate Holder must state: County of Orange c/o: CEO/County Procurement Office Attn: Insurance 400 W. Civic Center Drive, 5 h 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 no ify Contractor in_w-rating-of-changes-in-the- insur-ante-r-equir-ements-.—If-Contraetbrdoesmot- 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 County of Orange, County Procurement Office Page 5 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. S. 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. County of Orange, County Procurement Office Page 6 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: OF1FD664-A3C6-4914-9F1A-A1EF8491D6213 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 y 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. County of Orange, County Procurement Office Page 7 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 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. 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. 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. 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. 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. 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. 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. 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 County of Orange, County Procurement Office Page 8 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: OF1FD664-A3C6-4914-9F1A-A1EF8491D1326 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. 9 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 BANKRUPTCY/INSOLVENCY: 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. County of Orange, County Procurement Office Page 9 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 County of Orange, County Procurement Office Page 10 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: OF1 FD664-A3C6-4914-9F1 A-A1 EF8491 DB2B 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- tyd�terrnines th t n�of th�fallo�vi g s co curie - - - 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. County of Orange, County Procurement Office Page 11 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. County of Orange, County Procurement Office Page 12 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 parry 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: pray(a)peoplespace.com County: County of Orange County Procurement Office Attn: Shannila Chadrasekharan 400 W Civic Center Drive, 5 h Floor, Santa Ana, CA 92701 Email:.Shannila.Chadrasekharan(@ocgov.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 County of Orange, County Procurement Office Page 13 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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/PVM. 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 Suhcontr�s)_performin -any-partio"f-th-e--wark-under h s-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 County of Orange, County Procurement Office Page 14 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 FLOUR 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 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 County of Orange, County Procurement Office Page 15 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B display information to be published in newspapers, magazines, etc., are to be administered by County or only after County approval. 40. REPORTS/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 _ — - - --- b_y-Count_yy_,-atxates/_prices_listed_in-th.e-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. COSTIPRICE 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 County of Orange, County Procurement Office Page 16 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: 0F1FD664-A3C6-4914-9F1A-A1EF8491D132B 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 County of Orange, County Procurement Office Page 17 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. County of Orange, County Procurement Office Page 18 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. Jesse D. Bagley President Print Name DocuSigned by: Title F�,� sf. V.La ALI 10/13/2022 Signature Date Brian W. Airth Secretary Print Name DocuSigned by: Title Fw Gil 10/13/2022 rRaaesa73aae... Signature Date :F:ka�***:69e**k**9toF 9c�Y�Y�e***:F����*�********:F$*�oY*9:*fie*9: 9:****:>: :F ; •r. r. 9: r. r. -kx*r, r. : xxr. ;: r',x�;cxr, :'r r. :; x9; r, xrx-r. -Y. f, 9: 9: k COUNTY OF ORANGE A political subdivision of the State of California Lara Seto DPA Print Name Title DocuSigned by: 10/19/2022 �A181731 ,a. Sa6 1A2EA4E5... Signature Date County of Orange, County Procurement Office Page 19 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B ATTACHMENT A SCOPE OF WORK I. 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. II. Definitions: 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. CountyProject 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 intemet. County of Orange, County Procurement Office Page 20 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 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. 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. County of Orange, County Procurement Office Page 21 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: OF1 FD664-A3C6-4914-9F1A-A1EF8491 DB2B 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. 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. All quotes shall be invoiced separately and shall be sent directly to each requesting County Department. County Departments shall be responsible to submit a copy of the quote with invoice at the time of invoice payment. 7. 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 1. Catalog/Manufacturer Retail Price List: Contractor shall provide catalogs and manufacturer's retail -price list -at nocost 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. 2. 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. County of Orange, County Procurement Office Page 22 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 Quick Ship Program: The Contractor shall inform County Departments of available items from the various manufacturers' quick ship program and their lead/ship time. Lead Ship Time: Upon order placement, Contractor shall notify County of ship time for order placed. 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. Partial Shipments: Partial shipments will not be accepted by the County unless authorizes by the County Project Manager. E. Warehouse/Storage and Inventory Services 1 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. - - - - - -- - ---- 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.) Contractor shall bill for warehouse/storage facility based on the fees set forth in Attachment C - Fees/Pricing. 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. 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. County of Orange, County Procurement Office Page 23 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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: (1.) Department Name, (2.) Name and Phone Number of Requestor 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 I . 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, 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. County of Orange, County Procurement Office Page 24 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: OF1 FD664-A3C6-4914-9F1A-A1 EF8491 DB2B 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. J. 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 - projectfaultlessly. - - - - 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 1. 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. 2. 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. 3. 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" County of Orange, County Procurement Office Page 25 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B and sent to: County of Orange, County Procurement Office 400 W. Civic Center Drive, 5a' Floor, Santa Ana, CA 92701. 4. 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 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. 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. 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 1. 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 shallprovideproject 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. 3. Contractor shall provide a dedicated project team for the duration of this project. P. Delivery Instructions l . 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. County of Orange, County Procurement Office Page 26 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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: 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, County of Orange, County Procurement Office Page 27 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. County of Orange, County Procurement Office Page 28 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: OF1 FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 County of Orange, County Procurement Office Page 29 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 ANSI/BIFMA 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)- G 1 -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. VI. 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. County of Orange, County Procurement Office Page 30 of 52 RCA 017-220I0154 Free -Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc. DocuSign Envelope ID: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 Sheriff s 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: 1. 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. 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. County of Orange, County Procurement Office Page 31 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 Countyof 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 rf access to restricted areas! 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 for reasons 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 oftheCounty-Site Coordinator unless otherwise directed and shall direct all inquiries or requests to the County Site Coordinator. County of Orange, County Procurement Office Page 32 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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 accoddnz 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 County of Orange, County Procurement Office Page 33 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: OF1FD664-A3C6-4914-9F1A-A1EFS491DB2B 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. County of Orange, County Procurement Office Page 34 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B ATTACHMENT C ITEM LIST/FEES FURNITURE ITEM NO SERIES BRAND ESTIMATED DELIVERY TM (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 9-11 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% County of Orange, County Procurement Office Page 35 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B ESTIMATED ITEM SERIES BRAND DELIVERY DISCOUNT QUICK SHIP NO • EME (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% County of Orange, County Procurement Office Page 36 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. Darran 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B III. FILING/FILING SYSTEMS FURNITURE ITEM NO SERIES BRAND ESTIMATED DELIVERY TIME 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:2266501 interior Office Solutions, Inc. DBA PeopleSpace, Inc. DocuSign Envelope ID: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B IV ESTIMATED ITEM SERIES BRAND DELIVERY DISCOUNT QUICKSIHP 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% SEATING FURNITURE ITEM No SERIES BRAND ESTIMATED DELIVERY TIME (IN WEEKS) DISCOUNT OFF LIST QUICK SIIIP 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. Improv, 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: OF1FD664-AK6-4914-9RA-A1EF8491DB2B ITEM No SERIES BRAND ESTIMATED LI DEVERY 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: OF1FD664-A3C6-4914-9F1A-A1EF8491D13213 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 1648 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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. Naughtone 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B kM ESTIMATED ITEM SERIES BRAND DELIVERY DISCOUNT QUICKSHFP NO 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% 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB213 ITEM NO SERIES BRAND ESTIMATED DELIVERY TIME (IN WEEKS) DISCOUNT OFF LIST QUICK SHIP OFF LIST 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B ITEM NO SERIES BRAND ESTIMATED DELIVERY TIME (IN WEEKS) 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: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B ITEM NO SERIES BRAND ESTIMATED DELIVERY TIME (IN 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 017-220I0154 Free Standing Modular Furniture and Installation Services File No:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc. DocuSign Envelope ID: OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B ITEM NO SERIES BRAND ESTIMATED DELIVERY TIME (IN WEEKS) DISCOUNT 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 5 6.9% 5 6.9% 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: 0F1FD664-A3C6-4914-9F1A-A1EFS491D13213 ESTIMATED ITEM SERIES BRAND DELIVERY DISCOUNT QUICK SHIP No 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. ADDITIONAUSPECIAL 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 IC 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: OF1 FD664-A3C6-4914-9F1A-A1 EF8491 DB2B C w 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 - FRrDAY MONDAY - FRTDAY 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/HouDAY 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 "Fr" $1.75 Per Day, Per Pallet $44.00 F. Additional Product/Services At the request of Agency/Department(s), Contractor shall submit a written quote for requested goods/services, to include but not be limited to: 1. 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:2266501 Interior Office Solutions, Inc. DBA PeopleSpace, Inc. DocuSign Envelope ID OF1FD664-A3C6-4914-9F1A-A1EF8491DB2B V1II. 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. 0 a 0 C W a� U) U O 0 a bn 4-4 y 1� Az � O � v � Gn 4r � t, p AAA � o w z � U p �z x. Paz o •p p � A� a� F� Q � a� O eC aV � O v �r o u N C N n N O 0 A ti e 0 0 ti O N h N a� N N aU+ o •� a� v y � o •^h'' QU � � C U � ° U � a0 o 0 0 4-4 C EXHIBIT C 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 C-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 C-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 C-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 C-4 ) E $ E - k K 0 | \ 0 z ) \ ) § ) \ \ 0 z ) 7 w ■ \ u { \ . z / / ƒ § \ / f z a� � ) )� 0 3 u