Docstoc

Statewide Rfp Template

Document Sample
Statewide Rfp Template Powered By Docstoc
					                    SUPERIOR COURT OF CALIFORNIA
                       COUNTY OF STANISLAUS
                       REQUEST FOR PROPOSAL
                        JANITORIAL SERVICES
                      RFP NUMBER 1011-JS111010
                         PROPOSALS DUE BY
                      1:00 PM PST, APRIL 28, 2011




RFP 1011-JS111010
                                                                                                                                                               RFP 1011-JS111010
                                                                                                                                                                 Janitorial Services
                                                                                                                                                                 Table of Contents


                                                                             TABLE OF CONTENTS
I.        INTRODUCTION – SUMMARY OF THE INTENDED PROCUREMENT .................................................................................. 5
      1.1     ISSUING BODY .......................................................................................................................................................................5
      1.2     RFP LAYOUT AND SECTIONS .....................................................................................................................................................5
      1.3     PROJECT OVERVIEW ...............................................................................................................................................................5
II.       PROCUREMENT AND EVALUATION PROCESS ................................................................................................................. 6
      2.1 PROCUREMENT SCHEDULE AND GENERAL INSTRUCTIONS ...............................................................................................................6
         2.1.1 Contact List ............................................................................................................................................................6
         2.1.2 Disposition of Material and Confidential or Proprietary Information ..............................................................6
         2.1.3 Proposal Preparation Costs ................................................................................................................................6
      2.2 PRE-PROPOSAL CONFERENCE ...................................................................................................................................................7
         2.2.1 Mandatory Pre-proposal Conference .................................................................................................................7
      2.3 PRE-SUBMITTAL PROCESS ........................................................................................................................................................7
         2.3.1 Request for Clarifications or Modifications ........................................................................................................7
         2.3.2 Ambiguity, Discrepancies, Omissions ................................................................................................................7
         2.3.3 Contact with Court ................................................................................................................................................8
         2.3.4 RFP Addenda ........................................................................................................................................................8
      2.4 SUBMISSION OF PROPOSALS .....................................................................................................................................................8
         2.4.1 Proposal Delivery ..................................................................................................................................................8
         2.4.2 Amendment or Withdrawal of Proposals ...........................................................................................................9
         2.4.3 Mistake in Proposal ..............................................................................................................................................9
         2.4.4 Error in Submitted Proposals ..............................................................................................................................9
         2.4.5 Authorized Signatures, Validity Period of Proposals .....................................................................................10
         2.4.6 Knowledge of Requirements .............................................................................................................................10
         2.4.7 Independence of Proposal and Joint Proposals .............................................................................................10
         2.4.8 Covenant Against Gratuities..............................................................................................................................10
      2.5 OVERVIEW OF EVALUATION PROCESS .......................................................................................................................................10
         2.5.1 Evaluation Committee ........................................................................................................................................10
         2.5.2 Reservation of Rights .........................................................................................................................................11
         2.5.3 Evaluation of Cost Sheets .................................................................................................................................11
         2.5.4 Cash Discounts ...................................................................................................................................................12
         2.5.5 Requests for Additional Information .................................................................................................................12
         2.5.6 Brand Names .......................................................................................................................................................12
      2.6 MINIMUM QUALIFICATIONS ...................................................................................................................................................12
      2.7 EVALUATION CRITERIA ..........................................................................................................................................................12
         2.7.1 Cost Evaluation ...................................................................................................................................................13
      2.8 INTERVIEWS AND NEGOTIATIONS.............................................................................................................................................13
         2.8.1 Interviews .............................................................................................................................................................13
         2.8.2 Negotiations .........................................................................................................................................................13
         2.8.3 Payment ...............................................................................................................................................................13
         2.8.4 News Releases ...................................................................................................................................................13
      2.9 AWARD OF CONTRACT ..........................................................................................................................................................14
      2.10    PROTEST PROCEDURES .....................................................................................................................................................14
         2.10.1    Prior to Submission of Proposal ...................................................................................................................14
         2.10.2    After Award......................................................................................................................................................14
         2.10.3    Form of Protest ...............................................................................................................................................14
         2.10.4    Determination of Protest Submitted Prior to Submission of Proposal ....................................................15
         2.10.5    Determination of Protest Submitted After Submission of Proposal ........................................................15


RFP 1011-JS111010                                                                               2
                                                                                                                                                        RFP 1011-JS111010
                                                                                                                                                             Janitorial Services
                                                                                                                                                              Table of Contents
           2.10.6            Appeals Process ............................................................................................................................................15
           2.10.7            Protest Remedies ...........................................................................................................................................16
III.       PROPOSAL FORMAT AND CONTENT............................................................................................................................. 17
       3.1 EXECUTIVE SUMMARY ...........................................................................................................................................................17
          3.1.1 Executive Summary Content .............................................................................................................................17
          3.1.2 Vendor Information, Validity, and Authorized Signature ...............................................................................17
       3.2 COMPANY AND SUBCONTRACTOR INFORMATION........................................................................................................................17
          3.2.1 Company Background Information ...................................................................................................................17
          3.2.2 Subcontractors ....................................................................................................................................................18
       3.3 COMPANY PROFILE AND CALIFORNIA LOCATIONS .......................................................................................................................18
       3.4 EXPERIENCE AND QUALIFICATIONS...........................................................................................................................................18
          3.4.1 Prior Experience and References.....................................................................................................................18
          3.4.2 Subcontracts ........................................................................................................................................................18
       3.5 TECHNICAL APPROACH AND METHODOLOGY .............................................................................................................................18
          3.5.1 Work Plan and Methodology .............................................................................................................................18
          3.5.2 Contact Process ..................................................................................................................................................19
          3.5.3 Customer Service ...............................................................................................................................................19
          3.5.4 Reports .................................................................................................................................................................19
          3.5.5 Invoicing ...............................................................................................................................................................19
       3.6 COST PROPOSAL ..................................................................................................................................................................19
          3.6.1 Government Rates ..............................................................................................................................................19
          3.6.2 Pricing and Price Adjustments ..........................................................................................................................19
       3.7 REQUIRED PROPOSAL FORMS AND DOCUMENTS ........................................................................................................................20
          3.7.1 Required Forms...................................................................................................................................................20
          3.7.2 Acceptance of Terms..........................................................................................................................................20
IV.        STATEMENT OF WORK ................................................................................................................................................. 21
       4.1 DESCRIPTION OF SERVICES TO BE PROVIDED ..............................................................................................................................21
          4.1.1 General Overview ...............................................................................................................................................21
          4.1.2 Definition of Service ............................................................................................................................................21
          4.1.3 Services to be Provided .....................................................................................................................................21
          4.1.4 Day Custodian .....................................................................................................................................................22
          4.1.5 After Hours Services (All Locations) ................................................................................................................23
          4.1.6 Cleaning Standards ............................................................................................................................................25
          4.1.7 Security .................................................................................................................................................................29
          4.1.8 Equipment ............................................................................................................................................................29
          4.1.9 Materials & Equipment Storage ........................................................................................................................29
          4.1.10    Inspection ........................................................................................................................................................30
          4.1.11    Hours of Work .................................................................................................................................................31
          4.1.12    Acceptance/Rejection of Service .................................................................................................................31
       4.2 INVENTORY .........................................................................................................................................................................31
       4.3 SAMPLES ............................................................................................................................................................................31
       4.4 INVOICING ..........................................................................................................................................................................31
       4.5 LABOR CODE SECTION 1060-1065 DISPLACED JANITOR OPPORTUNITY ACT ...................................................................................31
V.         GENERAL CONDITIONS ................................................................................................................................................. 32

VI.        ATTACHMENTS ............................................................................................................................................................ 33
       ATTACHMENT A ........................................................................................................................................................................34
       ATTACHMENT B ........................................................................................................................................................................56
       ATTACHMENT C ........................................................................................................................................................................57


RFP 1011-JS111010                                                                               3
                                                                                                                                                        RFP 1011-JS111010
                                                                                                                                                             Janitorial Services
                                                                                                                                                              Table of Contents
   ATTACHMENT D ........................................................................................................................................................................59
   ATTACHMENT E.........................................................................................................................................................................61
   ATTACHMENT F .........................................................................................................................................................................62
   ATTACHMENT G ........................................................................................................................................................................63




RFP 1011-JS111010                                                                          4
                                                                                                             RFP 1011-JS111010
                                                                                                               Janitorial Services
                                                                                                                          Section I
                                                                             Introduction - Summary of the Intended Procurement

I.    INTRODUCTION – SUMMARY OF THE INTENDED PROCUREMENT

1.1    Issuing Body

       The Superior Court of California, County of Stanislaus (“Court”) is issuing this Request for Proposal (“RFP”) to provide
       the Court with competitive bids from highly qualified vendors with expertise in providing janitorial services for each of
       the court facilities.

1.2    RFP Layout and Sections

       This RFP is laid out in sections as follows:

             a.     Introduction – Summary of the Intended Procurement
             b.     Procurement and Evaluation Process
             c.     Proposal Format and Content
             d.     Statement of Work
             e.     General Conditions
             f.     Attachments

1.3    Project Overview

       The Court is requesting proposals from highly qualified vendors with expertise in providing janitorial services for each of
       five court facilities. The selected Contractor shall be responsible for the hiring, assigning of daily duties and
       performance evaluation of the support staff.

       The Court intends to award a contract to a vendor that is able to provide janitorial services to all court locations as
       further described in Section IV of this RFP. The initial term of the contract will be for three (3) years with two (2) one (1)
       year renewal options.

       The Court reserves the right to reject any or all proposals, in whole or in part, submitted in response to this RFP. The
       Court further reserves the right to make no award and to modify or cancel, in whole or in part, this RFP.




RFP 1011-JS111010                                                5
                                                                                                            RFP 1011-JS111010
                                                                                                               Janitorial Services
                                                                                                                         Section II
                                                                                                     Proposal Format and Content

II.   PROCUREMENT AND EVALUATION PROCESS

2.1    Procurement Schedule and General Instructions

       The Court has developed the following list of key events from RFP issuance through notice contract award. All
       deadlines are subject to change at the Court’s discretion.
             No.        EVENTS                                                 Key Dates
             1          Issue RFP                                              March 16, 2011
                        Pre-Proposal Conference Letter of Intent               March 25, 2011
             3          Mandatory Pre-Proposal Conference/Walkthrough          April 6, 2011 9:00 a.m.
                                                                               (Pacific Time)
             4          Deadline for Proposer Requests for Clarifications or April 13, 2011 1:00 p.m.
                        Modifications                                          (Pacific Time)
             5          Proposal Due Date and Time                             April 28, 2011 1:00 p.m.
                                                                               (Pacific Time)
             6          Potential Interviews (estimated)                       May 2011
             7          Negotiations (estimated)                               May 2011
             8          Notice of Intent to Award (estimated)                  May 2011
             9          Notice of Award (estimated)                            May 2011

        The RFP and any addenda that may be issued will be available on the following website, referred to individually and
        collectively as “Court website”: www.stanct.org

        2.1.1       Contact List

                    Submittal Contact:      Zachary Stovall
                                            800 11th St.
                                            Modesto, CA 95354
                                            209-530-3261
                                            zachary.stovall@stanct.org

                    Project Manager:        Rebecca Fleming

        2.1.2       Disposition of Material and Confidential or Proprietary Information

                    All materials submitted in response to the solicitation document will become the property of the Court and will
                    be returned only at the Court’s option and at the expense of the vendor submitting the proposal. One copy of
                    a submitted proposal will be retained for official files and become a public record. Any material that a vendor
                    considers as confidential but does not meet the disclosure exemption requirements of the California Public
                    Records Act should not be included in the vendor’s proposal as it may be made available to the public.

                    Even though the Public Records Act (PRA) does not apply to the Court, the Court’s policy is to look to the
                    PRA for guidance in responding to requests for documents. If a vendor’s proposal contains material noted or
                    marked as confidential and/or proprietary that, in the Court’s sole opinion, meets the disclosure exemption
                    requirements of the PRA, then that information will not be disclosed pursuant to a written request for public
                    documents. If the Court does not consider such material to be exempt from disclosure under the PRA, the
                    material may be made available to the public, regardless of the notation or markings. If a vendor is unsure if
                    its confidential and/or proprietary material meets the disclosure exemption requirements of the PRA, then it
                    should not include such information in its proposal because such information may be disclosed to the public.

        2.1.3       Proposal Preparation Costs




RFP 1011-JS111010                                                  6
                                                                                                              RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                          Section II
                                                                                                     Proposal Format and Content
                    Vendors submitting proposals do so entirely at their expense. There is no express or implied obligation by the
                    Court to reimburse a vendor for any costs incurred in preparing or submitting proposals, providing additional
                    information when requested by the Court, participating in any selection interviews or product demonstrations,
                    or participating in this procurement.

2.2    Pre-Proposal Conference

        2.2.1       Mandatory Pre-proposal Conference

                    A pre-proposal walkthrough and conference to answer questions related to this RFP will be held on the date
                    and at the time specified in Section 2.1.

                    The pre-proposal walkthrough and conference is mandatory; prospective proposers are required to attend in
                    order to better understand the proposal requirements. In the event a potential proposer is unable to attend
                    the pre-proposal walkthrough and conference, an authorized representative may attend on their behalf. A
                    representative may only sign in for one vendor. Proposals from vendors who did not attend the pre-proposal
                    walkthrough and conference will not be accepted and will be returned unopened.

                    A Letter of Intent from a pre-proposal walkthrough and conference participant must be sent to the Submittal
                    Contact at the address listed in Section 2.1.1 by the date and time noted in Section 2.1 indicating the number
                    of individuals (of vendor) who plan on attending the pre-proposal walkthrough and pre-proposal conference.
                    The Court will prepare a summary of questions and answers from the pre-proposal walkthrough and
                    conference, as an addendum, which will be posted on the Court website.

2.3    Pre-Submittal Process

        2.3.1       Request for Clarifications or Modifications

                    Vendors interested in responding to this solicitation may submit questions on procedural matters related to
                    the RFP or requests for clarification or modification of this solicitation document, including questions regarding
                    the General Conditions in Section V, to the Project Manager via the submittal contact. If the vendor is
                    requesting a change, the request must set forth the recommended change and the vendor’s reasons for
                    proposing the change. All questions and requests must be submitted in writing to the Submittal Contact listed
                    in Section 2.1.1 no later than the date specified in Section 2.1, Procurement Schedule and General
                    Instructions. Questions or requests submitted after the due date will not be answered.

                    Without disclosing the source of the question or request, the Submittal Contact will provide a copy of the
                    questions to potential proposers or, if appropriate, post a copy of the questions and the Court’s responses on
                    the Court website.

                    If a vendor’s question relates to a proprietary aspect of its proposal and the question would expose
                    proprietary information if disclosed to competitors, the vendor may submit the question in writing,
                    conspicuously marking it as "CONFIDENTIAL". With the question, the vendor must submit a statement
                    explaining why the question is sensitive. If the Court concurs that the disclosure of the question or answer
                    would expose proprietary information, the question will be answered, and both the question and answer will
                    be kept in confidence. If the Court does not concur regarding the proprietary nature of the question, the
                    question will not be answered in this manner and the vendor will be notified.

        2.3.2       Ambiguity, Discrepancies, Omissions

                    If a vendor submitting a proposal discovers any ambiguity, conflict, discrepancy, omission, or other error in
                    this solicitation document, the vendor shall immediately provide the Submittal Contact listed in Section 2.1
                    written notice of the problem and request that the solicitation document be clarified or modified. Without
                    disclosing the source of the request, the Court may modify the solicitation document prior to the date fixed for


RFP 1011-JS111010                                                  7
                                                                                                             RFP 1011-JS111010
                                                                                                                 Janitorial Services
                                                                                                                           Section II
                                                                                                    Proposal Format and Content
                    submission of proposals by providing an addendum to potential proposers or, if identified in Section 2.1, by
                    posting the addendum on the Court website.

                    If prior to the date fixed for submission of proposals a vendor submitting a proposal knows of or should have
                    known of an error in the solicitation document but fails to notify the Court of the error, the vendor shall
                    propose at its own risk, and if the vendor is awarded the contract, the vendor shall not be entitled to additional
                    compensation or time by reason of the error or its later correction.

        2.3.3       Contact with Court

                    Vendors are specifically directed NOT to contact any Court personnel or consultants for meetings,
                    conferences, or discussions that are specifically related to this RFP at any time prior to any award of a
                    contract. Unauthorized contact with any Court personnel or consultants may be cause for rejection of the
                    vendor’s response. Vendor may direct any contact to the submittal contact listed in Section 2.1.1.

        2.3.4       RFP Addenda

                    The Court may modify this solicitation document prior to the date fixed for submission of proposals by
                    providing notice to potential proposers or, if identified in Section 2.1, by posting an addendum on the Court’s
                    website. If any potential vendor determines that an addendum unnecessarily restricts its ability to propose, it
                    must notify the Submittal Contact listed in Section 2.1.1 no later than three (3) business days following the
                    date the addendum provided or posted.

                    Pricing shall reflect all addenda issued by the Court. Failure to do so will permit the Court to interpret the
                    proposal to include all addenda issued in any resulting contract.

2.4    Submission of Proposals

        2.4.1       Proposal Delivery

                    The following must be received no later than the Proposal Due Date and time specified in Section 2.1 (the
                    “Proposal Closing Time”) at the address listed in Section 2.1.1 for the Submittal Contact:

                    Provide an original and four (4) copies of the technical proposal. The technical proposal includes: Executive
                    Summary, as required in Section 3.1; Company and Subcontractor Information, as required in Section 3.2;
                    Company Profile and Locations, as required in Section 3.3; Experience and Qualifications, as required in
                    Section 3.4; Technical Approach and Methodology, as required by Section 3.5, of this RFP. Additionally, the
                    technical proposal must include the Statement of Acceptance of Terms, (Attachment F) as required in Section
                    3.7.2, the Vendor Certification form (Attachment C), the Confidentiality Certification Form (Attachment H), and
                    a W-9. The proposal must be signed by an authorized representative of the vendor, and include the name,
                    title, address, and telephone number of one individual who is the vendor’s designated representative. The
                    original and copies of the technical proposal must not include any pricing information and must be submitted
                    in a separate sealed envelope marked “Technical Proposal,” along with the RFP number and the proposer’s
                    name.

                    Provide an original and four (4) copies of the cost/fee proposal, as required by Section 3.6 of this RFP, signed
                    by an authorized representative of the vendor. The original and copies of the cost proposal, along with the
                    completed Pricing Sheets (see Attachment D), must be submitted in a separate sealed envelope marked
                    “Cost Proposal,” along with the RFP number and the proposer’s name.

                    Provide one set of the proposal on two compact disks (CD): one CD shall contain the technical proposal (not
                    copy protected) in MS Word or PDF format; and a second CD shall contain the cost/fee proposal in MS Word,
                    MS Excel, or PDF format (not copy protected). Each CD shall be in a separate sealed envelope labeled



RFP 1011-JS111010                                                   8
                                                                                                           RFP 1011-JS111010
                                                                                                              Janitorial Services
                                                                                                                        Section II
                                                                                                    Proposal Format and Content
                    “Technical Proposal – CD” or “Cost Proposal – CD”, as applicable, along with the RFP number and the
                    proposer’s name.

                    All proposals must be submitted in double envelopes that are sealed. The outside envelope must be clearly
                    marked with the RFP Number, RFP Title, the Proposal Due Date, and the proposer’s name. The cost
                    proposal must be included in the proposal in a separately sealed envelope and should be marked with “Cost
                    Proposal” and the proposer’s name.

                    The hard copies and electronic copies of the technical proposal must not include any pricing information.
                    Proposals received prior to the Proposal Closing Time that are marked properly will be securely kept,
                    unopened until the Proposal Closing Time. Late proposals will not be considered.

                    All proposals must be delivered via U.S. Mail, common carrier, or hand delivery. A receipt should be
                    requested for hand delivered material.

                    The proposer is solely responsible for ensuring that the full proposal is received by the Court in accordance
                    with the solicitation requirements, prior to the date and time specified in the solicitation, and at the place
                    specified. The Court shall not be responsible for any delays in mail or by common carriers or by transmission
                    errors or delays or missed delivery.

        2.4.2       Amendment or Withdrawal of Proposals

                    A vendor may amend its proposal prior to the Proposal Closing Time. All amendments must be in writing and
                    received by the Court prior to the Proposal Closing Time.

                    A vendor may withdraw its proposal at any time prior to the Proposal Closing Time by notifying the Submittal
                    Contact listed in Section 2.1.1 in writing of its withdrawal. Amendments or withdrawals offered in any other
                    manner, than described above will not be considered. Proposals cannot be amended or withdrawn after the
                    Proposal Closing Time.

        2.4.3       Mistake in Proposal

                    If prior to a contract award, a proposer discovers a mistake in their proposal that renders the proposer
                    unwilling to perform under any resulting contract, the proposer must immediately notify the Submittal Contact
                    listed in Section 2.1.1 in writing and request to withdraw the proposal. It shall be solely within the Court’s
                    discretion as to whether withdrawal will be permitted. If the solicitation contemplated evaluation and award of
                    “all or none” of the items, then any withdrawal must be for the entire proposal. If the solicitation provided for
                    evaluation and award on a line item or combination of items basis, the Court may consider permitting
                    withdrawal of specific line item(s) or combination of items.

        2.4.4       Error in Submitted Proposals

                    If an error is discovered in a vendor’s proposal, the Court may at its sole option retain the proposal and allow
                    the proposer to submit certain arithmetic corrections. The Court may, at its sole option, allow the proposer to
                    correct obvious clerical errors. In determining if a correction will be allowed, the Court will consider the
                    conformance of the proposal to the format and content required by the solicitation, the significance and
                    magnitude of the correction, and any unusual complexity of the format and content required by the solicitation.

                    If the proposer’s intent is clearly established based on review of the complete proposal submitted, the Court
                    may, at its sole option, allow the proposer to correct an error based on that established intent.

                    The total price of unit-price items or individual line items will be the product of the unit or line item price and
                    the quantity. If the unit or line item price is ambiguous, unintelligible or uncertain for any cause, or is omitted,
                    the unit or line item price shall be the amount obtained by dividing the “extension” price by the item quantity.



RFP 1011-JS111010                                                    9
                                                                                                               RFP 1011-JS111010
                                                                                                                  Janitorial Services
                                                                                                                            Section II
                                                                                                        Proposal Format and Content
        2.4.5       Authorized Signatures, Validity Period of Proposals

                    Proposals must include the vendor name, address, telephone and facsimile numbers, and federal tax
                    identification number. The proposal must be signed by a duly authorized officer or employee of the vendor
                    and include the name, title, address, and telephone number of the individual who is the proposer’s designated
                    representative.

                    Proposals will be valid for one hundred-twenty (120) days after the Proposal Due Date specified in Section
                    2.1 (“Proposal Validity Date”). In the event a final contract has not been awarded by the date specified in
                    Section 2.1, the Court reserves the right to negotiate extensions to the Proposal Validity Date.

        2.4.6       Knowledge of Requirements

                    The vendor shall carefully review all documents referenced and made a part of the solicitation document to
                    ensure that all information required to properly respond has been submitted or made available and all
                    requirements are priced in the proposal. Failure to examine any document, drawing, specification, or
                    instruction will be at the proposer’s sole risk.

                    Proposers shall be responsible for knowledge of all items and conditions contained in their proposals and in
                    this RFP, including any Court issued clarifications, modifications, amendments, or addenda. The Court will
                    provide notice to perspective proposers or, if identified in Section 2.1, post addenda and clarifications to the
                    Court website; however, it is the proposer’s responsibility to ascertain that the proposal includes all addenda
                    issued prior to the Proposal Due Date.

        2.4.7       Independence of Proposal and Joint Proposals

                    Unless a proposer is submitting a joint proposal, the proposer represents and warrants that by submitting its
                    proposal it did not conspire with any other vendor to set prices in violation of anti-trust laws.

                    A proposal submitted by two or more vendors participating jointly in one proposal may be submitted, but one
                    vendor must be identified as the prime contractor and the other as the subcontractor. The Court assumes no
                    responsibility or obligation for the division of orders or purchases among joint subcontractors.

        2.4.8       Covenant Against Gratuities

                    Proposer warrants by signing its proposal that no gratuities, in the form of entertainment, gifts, or otherwise,
                    were offered by the proposer or any agent, director, or representative of the proposer, to any officer, official,
                    agent, or employee of any Court with a view toward securing award of or securing favorable treatment with
                    respect to any determinations concerning the performance of any resulting contract. For breach or violation
                    of this warranty, the Court will have the right to terminate any resulting contract in whole or in part. The right
                    and remedies of the Court provided in this provision shall not be exclusive and are in addition to any other
                    rights and remedies provided by law or under the resulting contract.

2.5    Overview of Evaluation Process

        2.5.1       Evaluation Committee

                    The Court will conduct a comprehensive, fair, and impartial evaluation of proposals received in response to
                    this RFP. All proposals received from vendors will be reviewed and evaluated by a committee of qualified
                    personnel (“Evaluation Committee”). The name, units, or experience of the individual members will not be
                    made available to any vendor. The Evaluation Committee will first review and screen all proposals submitted,
                    except for the cost proposals, according to the minimum qualifications set forth in Section 2.6.




RFP 1011-JS111010                                                   10
                                                                                                              RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                          Section II
                                                                                                     Proposal Format and Content
                    Vendors satisfying the minimum qualifications will then be evaluated in accordance with the evaluation criteria
                    set forth in Section 2.7. The Evaluation Committee will first review and complete the evaluation of the
                    technical proposals, without the cost proposal. Thereafter, the cost proposals will be opened, reviewed, and
                    evaluated to determine an overall evaluation score.

        2.5.2       Reservation of Rights

                    The Court, in its complete discretion, may eliminate proposals that have not met the minimum qualifications of
                    Section 2.6, or have not scored adequately in relation to other proposals to warrant further consideration. The
                    Court reserves the right to reject any or all proposals, in whole or in part, and may or may not waive any
                    immaterial deviation or defect in a proposal.

                    The Court’s waiver of an immaterial deviation or defect shall in no way modify the solicitation document or
                    excuse a vendor from full compliance with solicitation document specifications.

                    If a proposal fails to meet a material solicitation document requirement, the proposal may be rejected. A
                    deviation is material to the extent that a response is not in substantial accord with the requirements of the
                    solicitation document. Material deviations cannot be waived.

                    Unless otherwise specified in the solicitation, the Court may accept any item or combination of items as
                    specified in the solicitation, of any proposal unless the proposer expressly restricts an item or combination of
                    items in its proposal and conditions its response on receiving all items for which it provided a proposal. In the
                    event that the proposer so restricts its proposal, the Court may consider the proposer’s restriction and
                    evaluate whether the award on such basis will result in the best value to the Court or may determine in its
                    sole discretion that such restriction is non-responsive and renders the proposer ineligible for further
                    evaluation.

                    The Court reserves the right to negotiate with proposers who have presented, in the opinion of the Evaluation
                    Committee, the best proposal in an attempt to reach a contract. If no contract is reached, the Court can
                    negotiate with other proposers or make no award under this RFP. At any time the Evaluation Committee can
                    reject all proposals and make no award under this RFP. Moreover, the Court reserves the right to reconsider
                    any proposal submitted at any phase of the procurement. It also reserves the right to meet with vendors to
                    gather additional information. Although the Court would prefer to award one vendor for this project, the Court
                    reserves the right to award multiple vendors to perform the services requested.

                    Proposals that contain false or misleading statements may be rejected if in the Court’s opinion the information
                    was intended to mislead the Court regarding a requirement of the solicitation document.

        2.5.3       Evaluation of Cost Sheets

                    Cost sheets will be reviewed only if a proposal is determined to be otherwise qualified. All figures entered on
                    the cost sheets must be clearly legible and must be printed in ink or type written. No erasures are permitted.
                    Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by
                    the person signing the proposal. If the solicitation requires the proposer to provide an electronic copy of the
                    cost sheets and there is a discrepancy in the printed cost sheets and the electronic copy, the pricing on the
                    printed cost sheets will be evaluated.

                    Where more than one line item is specified in the solicitation, the Court reserves the right to determine the
                    highest evaluated proposer, either on the basis of individual items, combination of items as specified in the
                    solicitation, or on the basis of all items included in the solicitation, unless otherwise expressly provided.

                    Unit or line item prices may not be more than four (4) places to the right of the decimal point. For example, a
                    unit price of $0.56726 each would exceed this limitation. Unit prices that exceed this limitation will
                    automatically be truncated to the fourth decimal place for both evaluation and award purposes. Using the



RFP 1011-JS111010                                                  11
                                                                                                                 RFP 1011-JS111010
                                                                                                                    Janitorial Services
                                                                                                                              Section II
                                                                                                        Proposal Format and Content
                    example just cited, the “6” at the end of the unit price would be dropped off leaving a unit price of $0.5672
                    each.

        2.5.4       Cash Discounts

                    The Court encourages proposers to offer cash discounts for prompt payment, however, unless provided
                    elsewhere in the solicitation; cash discounts offered by proposers for the prompt payment of invoices will not
                    be considered in evaluating offers to determine the successful proposer for award of any resulting.

        2.5.5       Requests for Additional Information

                    The Court reserves the right to seek clarification or additional information from any proposer throughout the
                    solicitation process. The Court may require a proposer’s representative to answer questions during the
                    evaluation process with regard to the vendor’s proposal. Failure of a proposer to demonstrate that the claims
                    made in its proposal are in fact true may be sufficient cause for deeming a proposal non-responsive.

        2.5.6       Brand Names

                    Any reference to brand names and/or numbers in the solicitation is intended to be descriptive, but not
                    restrictive, unless otherwise specified. Proposals offering equivalent items meeting the standards of quality
                    specified may be considered, unless other specified, providing the proposal clearly describes the article
                    offered and how it differs from the referenced brand. Unless a proposer specifies otherwise, it is understood
                    that the proposer is offering a referenced brand item as specified in the solicitation. The Court reserves the
                    right to determine whether a substitute offer is equivalent to and meets the standards of quality indicated by
                    the brand name references, and the Court may require the supply of additional descriptive material and a
                    sample.

2.6    Minimum Qualifications

       To be considered for full evaluation and possible award, proposers must first meet the threshold minimum qualification
       requirements listed in the following table (minimum requirements can be met by combining experience, expertise, and
       resources of vendor and any proposed subcontractors):
             No.       Minimum Qualifications
             1         Contractor shall have at least five (5) years of experience in providing services as outlined in
                       this RFP.
             2         Neither vendor nor any of its proposed subcontractors are currently under suspension or
                       debarment by any state or federal government agency and neither vendor nor any of its
                       proposed subcontractors are tax delinquent with the State of California or Federal Government
                       (reference Attachment C, Vendor Certification Form).
             3         Vendor must have all licenses, bonds, certifications required by the State of California to
                       perform requested services.

       The proposer must state specifically in its Executive Summary (see Section 3.1) how it will comply with each minimum
       qualification specified above. Subject to the Court’s right in its complete discretion to waive minor deviations or defects,
       only those proposals that meet all of the foregoing minimum qualifications shall be considered for a full evaluation and a
       possible contract award.

       Vendors who fail to meet any of the listed minimum qualifications will be notified in writing, and will have three (3)
       business days from receipt of such notification to file proof that all such qualifications are met.

2.7    Evaluation Criteria




RFP 1011-JS111010                                                   12
                                                                                                              RFP 1011-JS111010
                                                                                                                  Janitorial Services
                                                                                                                            Section II
                                                                                                       Proposal Format and Content
       Proposals will be evaluated to determine the proposal or proposals that offer the best value to the Court. “Best Value”
       means achieving an appropriate balance between price and other factors key to a particular procurement. A
       procurement that obtains a low price but does not include other necessary qualities and features of the desired product
       or service does not meet the “Best Value” criterion. The evaluation will be based upon the following criteria, listed in
       order of descending priority. Although some factors are weighted more than others, all are considered necessary, and
       a proposal must be technically acceptable in each area to be eligible for award. With regards to cost, the Court
       reserves the right, in its sole discretion, to reject any proposal whose price is outside of the competitive range.

                a. COST/PRICING FACTORS.
                b. RFP CONFORMITY - Responsiveness and preciseness of the proposal to the RFP specifications.
                c. SERVICE - Evidence of the ability to provide services in a prompt, thorough and professional manner.
                d. EXPERIENCE - Experience in providing the services requested to public entities.
                e. STABILITY AND FINANCIAL CAPACITY - Length of time firm has been in business in California and capacity
                   to provide services with minimum risk to the Court.
                f. PROFESSIONAL EFFORT AND RESOURCES - Number and availability of trained and qualified personnel
                   within the firm's organization including staff, management, service personnel, and technical support.
                g. CLIENT REFERENCES - Client references from other governmental agencies in which services were
                   provided during the past two (2) years.

        2.7.1        Cost Evaluation

                     The evaluation points are calculated by normalizing the cost results. The lowest acceptable cost is awarded
                     full points. Points for other bidders’ cost components are normalized to the lowest cost using the formula: y =
                     (x/n) X z where: n = the total evaluated cost for this bidder x = the lowest evaluated cost submitted by any
                     bidder y = the evaluation cost points for this bidder z = the total evaluation cost points available.

2.8    Interviews and Negotiations

        2.8.1        Interviews

                     Following the initial screening of proposals, the Court reserves the right to require, and each proposer must
                     be prepared to conduct, oral presentations and other discussions (written or verbal) on the content of its
                     proposal. If the Court determines that interviews or presentations are required, selected proposers will be
                     notified in writing of the date, place, time and format of the interview or presentation. Proposers will be
                     responsible for all costs related to the interview, which, at the Court’s sole discretion, may be in-person and/or
                     by teleconference. Failure to participate in such interviews or presentations shall result in a proposer’s
                     disqualification from further consideration.

        2.8.2        Negotiations

                     If the Court desires to enter into negotiations, they will do so with one or more proposers, at their discretion. If
                     the Court enters into negotiations and no contract is reached, the Court can negotiate with the other
                     proposers or make no award under this RFP. The Court reserves the right to award a contract, if any, without
                     negotiations.

        2.8.3        Payment

                     Payment terms will be in accordance with the payment provisions of Attachment A, Contract Terms and
                     Conditions. THE COURT DOES NOT MAKE ANY ADVANCE PAYMENT FOR GOODS OR SERVICES.
                     Payment is made based upon completion of tasks as provided in the contract between the Court and any
                     selected vendor. Contract payments are made on a Net 45 day basis.

        2.8.4        News Releases



RFP 1011-JS111010                                                    13
                                                                                                               RFP 1011-JS111010
                                                                                                                 Janitorial Services
                                                                                                                           Section II
                                                                                                       Proposal Format and Content
                    News releases pertaining to the award of any contract resulting from this solicitation may not be made by a
                    vendor without the prior written approval of the Court Executive Officer.

2.9    Award of Contract

       The Evaluation Committee will make a final recommendation for award of the contract to the Contracting Officer. Upon
       award, the successful proposer(s) will be required to execute a Contract in accordance with the Statement of Work in
       Section IV and the General Conditions in Section V, and provide a certificate of insurance in conformance with the
       requirements set forth in the General Conditions within thirty (30) business days of award. The period for execution of
       the Contract may be changed by mutual contract of the parties. Contracts are not effective until signed by both parties.

2.10 Protest Procedures

       Failure of proposer to comply with the protest procedures set forth in this Section 2.10, will render a protest inadequate
       and untimely, and will result in rejection of the protest. In no event shall a protest be considered if all submittals are
       rejected or after a contract has been executed.

        2.10.1      Prior to Submission of Proposal

                    An interested party that is an actual or prospective proposer with a direct economic interest in the
                    procurement may file a protest based on allegedly restrictive or defective specifications or other improprieties
                    in the solicitation process that are apparent, or should have been reasonably discovered prior to the
                    submission of a proposal. Such protest must be received prior to the Proposal Closing Time.

                    The protestor will have exhausted all administrative remedies specified in Section 2.3.1, Request for
                    Clarification or Modifications; Section 2.3.2, Ambiguity, Discrepancies, Omissions; Section 2.3.4, RFP
                    Addenda; and this Section as applicable, prior to submitting the protest. Failure to do so may be grounds for
                    denying the protest.

        2.10.2      After Award

                    A vendor submitting a proposal may protest the award based on allegations of improprieties occurring during
                    the proposal evaluation or award period if it meets all of the following conditions:

                       i.   The vendor has submitted a proposal that it believes to be responsive to the solicitation document.
                      ii.   The vendor believes that its proposal meets the administrative and technical requirements of the
                            solicitation proposes items and/or services of proven quality and performance, and offers a
                            competitive cost; and
                     iii.   The vendor believes that the Court has incorrectly selected another vendor submitting a proposal for
                            an award.

                    Such protests must be received no later than five (5) business days after the protesting party receives a no-
                    award notification.

        2.10.3      Form of Protest

                    A vendor who is qualified to protest should submit the protest to the individual listed in the Submission of
                    Proposal section of this RFP who will forward the matter to the appropriate Contracting Officer.

                       i.   The protest must be in writing and sent by certified or registered mail or delivered personally to the
                            address noted above. If the protest is hand-delivered, a receipt must be requested.
                      ii.   The protest shall include the name, address, telephone and facsimile numbers of the party protesting
                            or their representative.
                     iii.   The title of the solicitation document under which the protest is submitted shall be included.


RFP 1011-JS111010                                                  14
                                                                                                                   RFP 1011-JS111010
                                                                                                                      Janitorial Services
                                                                                                                                Section II
                                                                                                           Proposal Format and Content
                      iv.       A detailed description of the specific legal and factual grounds of protest and any supporting
                                documentation shall be included.
                      v.        The specific ruling or relief requested must be stated.

                    The Court, at its discretion, may make a decision regarding the protest without requesting further information
                    or documents from the protestor. Therefore, the initial protest submittal must include all grounds for the
                    protest and all evidence available at the time the protest is submitted. If the protestor later raises new
                    grounds or evidence that was not included in the initial protest but which could have been raised at that time,
                    the Court will not consider such new grounds or new evidence.

        2.10.4      Determination of Protest Submitted Prior to Submission of Proposal

                    Upon receipt of a timely and proper protest based on allegedly restrictive or defective specifications or other
                    improprieties in the solicitation process that are apparent, or should have been reasonably discovered prior to
                    the submission of a proposal, the Court will provide a written determination to the protestor prior to the
                    Proposal Closing Time. If required, the Court may extend the Proposal Closing Time to allow for a
                    reasonable time to review the protest. If the protesting party elects to appeal the decision, the protesting
                    party will follow the appeals process outlined below and the Court, at its sole discretion, may elect to withhold
                    the contract award until the protest is resolved or denied or proceed with the award and implementation of the
                    contract.

        2.10.5      Determination of Protest Submitted After Submission of Proposal

                    Upon receipt of a timely and proper protest, the Court will investigate the protest and will provide a written
                    response to the vendor within a reasonable time. If the Court requires additional time to review the protest
                    and is not able to provide a response within ten (10) business days, the Court will notify the vendor. If the
                    protesting party elects to appeal the decision, the protesting party will follow the appeals process outlined
                    below and the Court, at its sole discretion, may elect to withhold the contract award until the protest is
                    resolved or denied or proceed with the award and implementation of the contract.

        2.10.6      Appeals Process

                    The Contracting Officer’s decision shall be considered the final action by the Court unless the protesting party
                    thereafter seeks an appeal of the decision by filing a request for appeal with the Court Executive Officer within
                    five (5) calendar days of the issuance of the Contracting Officer’s decision.

                    The justification for appeal is limited to:

                            •   Facts and/or information related to the protest, as previously submitted, that were not available at the
                                time the protest was originally submitted; or
                            •   The Contracting Officer’s decision contained errors of fact, and that such errors of fact were
                                significant and material factors in the Contracting Officer’s decision; or
                            •   The decision of the Contracting Officer was in error of law or regulation.

                    The request for appeal shall include:

                            •   The name, address telephone and facsimile numbers of the vendor filing the appeal or their
                                representative;
                           •    A copy of the Contracting Officer’s decision;
                           •    The legal and factual basis for the appeal; and
                           •    The ruling or relief requested. Issues that could have been raised earlier will not be considered on
                                appeal.




RFP 1011-JS111010                                                     15
                                                                                                               RFP 1011-JS111010
                                                                                                                 Janitorial Services
                                                                                                                           Section II
                                                                                                       Proposal Format and Content
                    Upon receipt of a request for appeal, the Court Executive Officer will review the request and the decision of
                    the Contracting Officer and shall issue a final determination. The decision of the Court Executive Officer shall
                    constitute the Court’s final action.

        2.10.7      Protest Remedies

                    If the protest is upheld, the Court will consider all circumstances surrounding the procurement in its decision
                    for a fair and reasonable remedy, including the seriousness of the procurement deficiency, the degree of
                    prejudice to the protesting party or to the integrity of the competitive procurement system, the good faith
                    efforts of the parties, the extent of performance, the cost to the Court, the urgency of the procurement, and
                    the impact of the recommendation(s). The Court may recommend any combination of the following remedies:

                       i.   Terminate the contract for convenience;
                      ii.   Re-compete the contract;
                     iii.   Issue a new solicitation;
                     iv.    Refrain from exercising options to extend the term under the contract, if applicable;
                      v.    Award a contract consistent with statute or regulation; or
                     vi.    Other such remedies as may be required to promote compliance.




RFP 1011-JS111010                                                 16
                                                                                                              RFP 1011-JS111010
                                                                                                                 Janitorial Services
                                                                                                                          Section III
                                                                                                       Proposal Format and Content

III.   PROPOSAL FORMAT AND CONTENT

Responsive proposals should provide straightforward, concise information that satisfies the requirements of this solicitation.
Expensive bindings, color displays, and the like are not necessary or desired. Emphasis should be placed on conformity to
the Court’s instructions, requirements of this solicitation, and the completeness and clarity of content.

3.1     Executive Summary

        3.1.1       Executive Summary Content

                    The proposer must provide an Executive Summary of its proposal. The Executive Summary should be a
                    “high-level”, general overview of how the vendor proposes to accomplish the requirements of this RFP. The
                    Executive Summary should demonstrate the proposer’s understanding of the requirements. The proposer
                    must also address in this section how it meets the minimum qualification requirements in Section 2.6.

        3.1.2       Vendor Information, Validity, and Authorized Signature

                    The Executive Summary should include the vendor information, validity period, and authorized signature, as
                    required in Section 2.4.5.

3.2     Company and Subcontractor Information

        3.2.1       Company Background Information

                    The Court requires the vendor to be a reputable company of strong financial standing with experience in
                    providing janitorial services. The vendor’s proposal must provide the information requested below. If the
                    proposer is a joint venture, information about the prime subcontractor and the Subcontractor must be
                    submitted separately. The information to be provided is as follows:

                       i.   Complete name and address.
                      ii.   Federal tax identification number.
                     iii.   If incorporated, identify the state of incorporation.
                     iv.    A short narrative description of the vendor’s organization, including organization charts and indication
                            of company officers where applicable.
                      v.    Principal type of business.
                     vi.    Total number of years in business.
                     vii.   Number of years providing products and services similar in size and scope to those requested in this
                            RFP.
                    viii.   An audited profit and loss statement and balance sheet for the vendor’s last three (3) fiscal years. If a
                            company is privately owned, this information will be kept confidential by the Court. These financial
                            statements must be contained in a separate volume.
                     ix.    Significant transactional events in the past five (5) years such as: bankruptcies, mergers, acquisitions,
                            initial public offerings (IPO's).
                      x.    Annual contract value of the vendor’s three (3) largest contracts for similar products and services in
                            the past three (3) years.
                     xi.    Percent of turnover of service staff for each of the last three (3) years in the vendor’s organization that
                            will be responsible for providing products and services described in this RFP (e.g. Account Manager,
                            Customer Service personnel, etc.).
                     xii.   Indicate the names of individuals who will be assigned to this work. Include a description of their
                            assigned responsibilities and indicate their professional qualifications and years with the firm. Also,
                            describe their experience in working with government agencies. Include resume(s) of all key staff that
                            will be providing services.



RFP 1011-JS111010                                                  17
                                                                                                             RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                         Section III
                                                                                                      Proposal Format and Content
        3.2.2       Subcontractors

                    If subcontractors are proposed for this RFP, provide the following information for each Subcontractor:

                       i.   Subcontractor name and address.
                      ii.   Federal tax identification number. Note that if the subcontractor is a sole proprietorship using its
                            social security number, the social security number will be required prior to finalizing a contract.
                     iii.   If incorporated, identify the state of incorporation.
                     iv.    A short narrative of the subcontractor’s organization, including organization charts and indication of
                            company officers where applicable.
                      v.    Principal type of business.
                     vi.    Total number of years in business.
                     vii.   Number of years providing services similar in size and scope to those requested in this RFP.

3.3    Company Profile and California Locations

       Vendor shall provide a short description of its company. In addition, the vendor shall list all of its California locations
       and shall include a statement as to whether it can provide services to each Court location, as listed in Attachment B.
       The vendor shall list any locations where it cannot provide products and services.

3.4    Experience and Qualifications

        3.4.1       Prior Experience and References

                    The Court requires the vendor and its subcontractors to have prior experience in all aspects of the services
                    described in this RFP for customers similar to or with relevance in the size, complexity and scope of this RFP.
                    Vendor shall:

                    Describe the vendor’s experience as it pertains to providing services similar in size, complexity and scope to
                    those required under this RFP and in the manner required pursuant to this RFP.

                    Provide the names, addresses, and telephone numbers for a minimum of five (5) customers for whom the
                    vendor has provided similar services within the last 24 months. The vendor should include a brief description
                    of the scope of products and services provided to the customer and the duration of the contract. The Court
                    may contact some or all of the references provided in order to determine the vendor’s performance record.
                    The Court reserves the right to contact references other than those provided in the proposal and to use the
                    information gained from them in the evaluation process.

        3.4.2       Subcontracts

                    If the vendor intends to subcontract, describe the vendor’s experience with each of the proposed
                    subcontractors. For each proposed subcontractor provide the names, addresses, and telephone numbers for
                    a minimum of three (3) customer references, for products and services similar to those described in this RFP.
                    The vendor should include a brief description of the scope of products and services provided to the customer
                    and the duration of the contract.

3.5    Technical Approach and Methodology

        3.5.1       Work Plan and Methodology

                    Vendor shall provide a project plan that describes how the vendor intends to provide the requested products
                    and services. The description shall include, but is not limited to, the following:



RFP 1011-JS111010                                                 18
                                                                                                               RFP 1011-JS111010
                                                                                                                  Janitorial Services
                                                                                                                           Section III
                                                                                                        Proposal Format and Content
                            •   Team structure and role
                            •   Communication process between the Court and vendor
                            •   Time Schedule
                            •   Project Plan

        3.5.2       Contact Process

                    Describe the contact process and the various options available (e.g., Internet access, telephone, fax, etc.).

        3.5.3       Customer Service

                    Describe the level of customer service that will be provided including procedures that will ensure consistency
                    and problem escalation and resolution. The description should include, but is not limited to:
                       • Customer service organizational structure
                       • Contact process (phone, email, fax, etc.)
                       • Follow up process
                       • Internal procedures to track customer service contact and resolution
                       • Escalation process to resolve outstanding customer service issues

        3.5.4       Reports

                    Vendor shall describe the common reports that are available to the Court. Include the type of report, the
                    information provided in the report, the frequency of the report, the process to request the report, and the
                    process used to deliver the report. Vendors are encouraged to include a sampling of common reports.

        3.5.5       Invoicing

                    Vendor shall describe its invoicing process, including but not limited to the following:
                       • Description of vendor’s billing system
                       • Availability of consolidated billing and process for consolidated billing
                       • Frequency of billing (weekly, monthly, etc.)
                       • Examples of invoices currently in use

3.6    Cost Proposal

        3.6.1       Government Rates

                    It is expected that all vendors responding to this solicitation will offer the vendor’s government or most
                    favorable comparable rates.

        3.6.2       Pricing and Price Adjustments

                    Vendor must submit pricing as required by Attachment D, Pricing Sheets. Pricing shall include all anticipated
                    charges, including but not limited to, freight and delivery, cost of materials and product, travel expenses,
                    overhead, profits, and other costs or expenses incidental to the vendor’s performance.

                    The Court is exempt from federal excise taxes and no payment will be made for any taxes levied on the
                    vendor’s or any Subcontractor’s employee’s wages. The Court will pay for any applicable State of California
                    or local sales or use taxes on the products provided or the services rendered. Taxes shall be included as a
                    separate line item on a vendor’s invoice.

                    Prices proposed in the proposer’s response shall be firm for a minimum of one year after any resulting
                    contract is signed. One (1) price increase may be allowed for each term and/or option period.



RFP 1011-JS111010                                                  19
                                                                                                                RFP 1011-JS111010
                                                                                                                   Janitorial Services
                                                                                                                            Section III
                                                                                                         Proposal Format and Content
                    Any request for a price increase must be submitted in writing at least sixty (60) days prior to the effective date
                    of the increase. Increases may not exceed the previous 12 month change in the U.S. Bureau of Labor Statics’
                    Producer Price Index for all janitorial services, not seasonally adjusted, annualized change comparing the most
                    recent finalized month reported data to the same month of the prior year or three percent (3%) whichever is
                    less. If such an index is discontinued, the increase may not exceed the previous finalized 12 month change in
                    the San Francisco-Oakland-San Jose Consumer Price Index (all items, not seasonally adjusted, for all urban
                    consumers). This information may be found on the U.S. Department of Labor’s website at www.bls.gov. In all
                    cases, the Court may cancel the contract if a requested price increase is not acceptable.

                    The calculation to determine the PPI multiplier shall be in accordance with a PPI Rate Adjustment Formula,
                    similar to the following example:

                            1.   Current year PPI, annual average                           202.9
                            2.   Previous year, PPI, annual average                         202.4
                            3.   Change in Index (line 1 minus line 2)                         .5
                            4.   Line 3 divided by line 2                                      .002
                            5.   Add 1 to create PPI Multiplier                               1.002

                            6. Line 5 multiplied by base contract amount to obtain allowed increase for each optional year
                            beyond the base year.

3.7    Required Proposal Forms and Documents

        3.7.1       Required Forms

                       i.   Vendor Certification Form – Attachment C
                      ii.   Pricing & Specification Sheet – Attachment D (sealed in a separate envelope in accordance with
                            Section 2.4.1)
                     iii.   Statement of Acceptance of Terms, in accordance with Section 3.7.2 – Attachment E
                     iv.    W-9 – See IRS website for most recent form (www.irs.gov)

        3.7.2       Acceptance of Terms

                    The vendor’s proposal must include Attachment E as to whether the vendor accepts the General Terms &
                    Conditions in Section V or whether the vendor takes any exception to those terms. The vendor will be
                    deemed to have accepted such terms and conditions, except as is expressly called out in the vendor’s
                    proposal. If exceptions are taken, vendor must submit a “redlined” version of the term or condition showing all
                    modifications proposed by the vendor.

                    The vendor must provide an explanation as to why the modification is required. The vendor’s willingness to
                    accept the General Conditions, with minor clarifications, shall be an affirmative factor in the evaluation of the
                    vendor’s proposal.

                    Although the Court will consider alternate language proposed by a vendor, the Court will not be bound by
                    contract language received as part of a prospective vendor’s response. If the proposer requires that the
                    Court be bound by some or all of the vendor’s proposed contract language, the proposal may be considered
                    non-responsive and may be rejected.




RFP 1011-JS111010                                                  20
                                                                                                                 RFP 1011-JS111010
                                                                                                                   Janitorial Services
                                                                                                                            Section IV
                                                                                                                   Statement of Work

IV. STATEMENT OF WORK

4.1    Description of Services to be Provided

        4.1.1       General Overview

                    Contractor shall provide janitorial service in accordance with the special provisions, terms and conditions,
                    technical specifications and Schedule of Cleaning Tasks set forth herein. (See Attachment A for Contract
                    Terms and Conditions; Attachment B for Court locations, hours and recognized holidays; Attachment D for
                    Schedule of Cleaning Tasks.)

        4.1.2       Definition of Service

                    It is impossible to indicate every specific item that requires custodial service, but the following tasks and
                    frequencies indicate most of them. This information is intended to inform the custodial contractor that nothing
                    less than full service custodial will be accepted.

        4.1.3       Services to be Provided

                    Contractor shall provide the following services, at a minimum:

                      i.    Contractor shall provide janitorial service for each facility, as specified in the schedule of tasks and
                            cleaning standards, with the exception of Court holidays as set forth in Attachment B.

                      ii.   Contractor shall furnish all necessary labor, supervision, travel, equipment and materials to perform
                            the janitorial service as required. For instance, the Contractor shall provide a ladder, or other suitable
                            device, of sufficient height for cleaning and dusting of areas with high ceilings, mop buckets,
                            vacuums, floor buffers and cleaning agents.

                     iii.   Contractor shall provide sufficient labor and supervision at all times to carry out the works
                            satisfactorily, and shall ensure that only competent workers who are skilled in the type of work
                            specified are employed. If the Court determines that a person is incompetent or unsuitable, the
                            Contractor shall immediately remove such person from performing any further service and make sure
                            that all keys, badges and any other items that belong to the Court are returned within 24 hours.

                     iv.    Contractor is responsible for maintaining satisfactory standards for employees in regards to conduct,
                            appearance and integrity (i.e. use of foul language, use of court staff’s personal items, cooking,
                            phone and TV usage.)

                      v.    Contractor shall ensure that staff working after business hours shall keep voices and radios/cd
                            players/other electronic media at a low decibel level so as not to disturb Judges and staff.

                     vi.    Contractor shall ensure that no person(s) not employed by the Contractor (i.e. spouse, children,
                            brothers, sisters, friends, etc.) shall be allowed to enter the premises during performance of services.

                            Contractor shall keep a record of each employee working on this agreement, as follows:




RFP 1011-JS111010                                                  21
                                                                                                                RFP 1011-JS111010
                                                                                                                  Janitorial Services
                                                                                                                           Section IV
                                                                                                                  Statement of Work
                            •   Name, Address & Phone Number
                            •   Work Classification and Rate of Pay
                            •   Bi-weekly hours worked
                            •   Emergency Contact Information

                     vii.   Contractor shall provide relief personnel as necessary to ensure that each assignment is performed
                            per specifications and deliverables, regardless of employee absenteeism.

                    viii.   The lead person on any janitorial crew shall be able to read, write, speak and understand the English
                            language to the extent required for communication in person, via telephone, and in writing with
                            designated building representatives in connection with the janitorial duties to be performed. Further,
                            the communication ability shall extend to being able to call the appropriate law enforcement agencies
                            and/or an alarm company in the event of a break-in or inadvertent activation of a burglar alarm
                            system. The English speaking person shall be over the age of eighteen (18) years.

                     ix.    Contractor will be required to learn the proper operation of the security alarm system, if necessary,
                            and ensure that the building is properly secured and locked when they are the last ones to leave the
                            facility after hours. In addition, the contractor shall ensure that all employees are properly trained on
                            safety and emergency procedures (such as fire building evacuations, etc.) for the facilities in which
                            they work.

                      x.    Contractor shall notify Court of any irregularities noted during performance of services including, but
                            not limited to, doors left unlocked, lights not working or left on, defective plumbing, broken windows,
                            broken bathroom fixtures, unstable or broken furniture, graffiti, vandalism and/or damage to the
                            building or its contents.

        4.1.4       Day Custodian

                    The day custodian will provide the following services and respond immediately (within 15 minutes) to trouble
                    calls:

                       i.   The Contractor will provide the day custodian with a cell phone to facilitate communication.
                            Equipment must work with the Court’s current cell phone provider and equipment. Currently, the
                            Court uses Verizon Wireless with push to talk capabilities.

                      ii.   The day custodian will notify the Designated Court Facilities Contact or designee of any irregularities
                            during the performance of services and report location of such irregularities.

                     iii.   Any hardware found on the floor, such as screws, nuts, bolts, etc., that could have fallen off furniture
                            or other building related items, such as door knobs, handrails, modular furniture, should be turned
                            into the Designated Court Facilities Contact or designee along with the location where this item was
                            found. The Court will then investigate further and effect any repairs or replacement of equipment that
                            may be needed.

                     iv.    The day custodian will comply with instructions given by the Designated Court Facilities Contact or
                            designee and perform special cleaning projects as required by the Designated Court Facilities
                            Contact or designee.

                      v.    The contractor will provide the day custodian with a plunger to unclog minor plumbing stoppages.

                     vi.    The contractor will provide the day custodian with “Caution” signs for display in wet/slippery or unsafe
                            areas and “Restroom Out Of Service” signs for cleaning.

                     vii.   The day custodian will not disturb papers, documents and materials on horizontal surfaces unless
                            directed to do so by the Designated Court Facilities Contact or designee.

RFP 1011-JS111010                                                  22
                                                                                                                   RFP 1011-JS111010
                                                                                                                     Janitorial Services
                                                                                                                              Section IV
                                                                                                                     Statement of Work

                    viii.    The day custodian will clean the following offices and areas locked during non-business hours in
                             accordance with the daily, weekly, monthly and semi-annual cleaning tasks as identified for the
                             afterhours services within this attachment:
                                                 a. Technology Rooms
                                                 b. Human Resources, Room 120
                                                 c. Fiscal Services, Room 224

                     xi.     The day custodian will maintain custodial closet in a clean and orderly condition. Dust cloths and
                             floor sweeping cloths will be stored in metal containers furnished by Contractor for elimination of fire
                             hazard. Water in mop buckets will be emptied when not in use.

                    Due to high volume of traffic in these facilities, the day custodian will give special attention to:

                       i.    Public Restrooms – The following shall be done two (2) times per day in all public and staff restrooms
                             (or more if needed):

                                                  a. Refill hand towels, toilet seat cover dispensers, toilet paper, soap dispensers
                                                     and sanitary napkin dispensers, as needed;
                                                  b. Spot clean walls/partitions, countertops and sinks, as necessary;
                                                  c. Sweep and damp mop floors, if necessary.

                      ii.    Jury deliberation rooms will be cleaned when requested.

                      iii.   Jury lounge and restrooms will be serviced two (2) times per day.

                     iv.     Conference rooms and break rooms will be cleaned when requested.

                      v.     Flooding or standing water will be tended to immediately in all hallways, restrooms and entry ways.

                     vi.     All public hallways and lobbies will be cleaned, if necessary.
                                                  a. Pick up cans, bottles, paper and other debris;
                                                  b. Dispose of trash in wastebaskets;
                                                  c. Should spills occur or trash accumulate after cleanup, these areas will be
                                                      given priority service.

                     vii.    Maintain clean elevators, hallways, stairs and all drinking fountains throughout the day.
                                                 a. Make frequent inspections of these areas;
                                                 b. Wipe handrails down with disinfectant;
                                                 c. Remove trash and clean up spills uncovered during these inspections.

                    viii.    Clean glass daily on all entrance and exit doors to building.
                                                 a. Including all reception counter glass areas, glass display cases and any
                                                       other glass areas that are exposed to frequent occupant use.

                     ix.     Perform other services as requested by the Designated Court Facilities Contact or designee relating
                             to custodial services needed to maintain a clean healthy environment.

                      x.     The flag should be hoisted and lowered daily as follows in accordance with title 4, United States
                             Code, Chapter 1, Section 1 and Section 2 and Executive Order 10834.

        4.1.5       After Hours Services (All Locations)
                    This schedule provides a minimum frequency of cleaning tasks required and applies to all areas (lobbies,
                    corridors, elevators, restrooms, offices, etc.) as applicable. However, your Proposal may indicate an increase



RFP 1011-JS111010                                                   23
                                                                                                           RFP 1011-JS111010
                                                                                                              Janitorial Services
                                                                                                                       Section IV
                                                                                                              Statement of Work
                    in frequency of a specific cleaning procedure and/or change in cleaning method to ensure a high standard of
                    cleanliness.

                                                                       DAILY

                    RESTROOMS (Including all public and employee restrooms)
                       • Empty waste containers
                       • Damp wipe and disinfect waste containers
                       • Replace can liners
                       • Clean, disinfect and restock all dispensers, including liquid soap dispensers
                       • Damp wipe and disinfect sinks and faucets, including any countertops using cleansing powder
                       • Clean and disinfect commodes inside and outside including seats, urinals, basins, door handles,
                         latches, flush valves and adjacent surfaces
                       • Clean and polish all mirrors, stainless, plated or enamel surfaces
                       • Spot clean walls and remove graffiti
                       • Spot clean metal partitions
                       • Dust mop and wet mop floors with detergent disinfectant
                       • Treat floor drain to prevent sewer gas and odor
                       • Maintain restrooms dust free at all levels

                    PUBLIC & OCCUPIED AREAS (Including but not limited to Lobbies, Corridors, Elevators, Stairways,
                    Offices, Conference Rooms, Courtrooms, locked offices not identified in section 8 of day custodian
                    tasks, kitchenettes & break rooms, etc.)
                        • Empty waste containers
                        • Damp wipe and disinfect waste containers when soiled
                        • Replace can liners
                        • Spot clean doors and walls
                        • Dust mop and wet mop resilient/hard floors with detergent disinfectant
                        • Thoroughly vacuum
                        • Remove any water soluble spots from carpet and furniture
                        • Store, stack or remove recyclable materials as required
                        • Sanitize and polish drinking fountains
                        • Clean and polish all components in elevators; remove dust, cobwebs, fingerprints, smudges and
                            streaks to leave a clean, bright condition
                        • Clean door tracks on elevators
                        • Sweep or dust mop and spot mop steps and landings
                        • Clean and disinfect handrails, bracing and hardware
                        • Spot clean accessible interior and exterior door and window glass, adjacent entry area glass, glass
                            partitions and directory glass
                        • Dust all immediate work areas, including furniture and fixtures
                        • Spot removal all surfaces for fingerprints, smudges, scuff marks, streaks, etc.
                        • Spot clean all seating furniture and benches
                        • Empty and maintain ash trays/smoking urns
                        • Clean and setup meeting and conference rooms’ tables and chairs

                                                                      WEEKLY

                    RESTROOMS
                       • Acid clean insides of urinals and toilet bowls
                       • Wash and disinfect waste containers




RFP 1011-JS111010                                                24
                                                                                                             RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                         Section IV
                                                                                                                Statement of Work
                    PUBLIC & OCCUPIED AREAS (Including but not limited to Lobbies, Corridors, Elevators, Stairways,
                    Offices, Conference Rooms, Courtrooms, locked offices not identified in section 8 of day custodian
                    tasks, kitchenettes & break rooms, etc.)
                        • Dust all furniture (cleared surfaces only) and general clerical spaces and offices not mentioned in
                            daily section
                        • Dust accessible windowsills
                        • Vacuum with crevice tool and other attachments to clean edges, corners and difficult to reach areas
                        • Clean carpet in heavy foot traffic areas, use fire retardant if required
                        • Thoroughly scrub steps and landings
                        • Detail all stairwell components, including all level dusting and cobweb removal
                        • Dust baseboards and wall fixtures
                        • Damp wipe door grills & metal framework of doors and windows
                        • Thoroughly clean accessible interior and exterior door and window glass, adjacent entry area glass,
                            glass partitions and directory glass
                        • Thoroughly Buff and wax ceramic tile floors
                        • Thoroughly wet mop resilient floors (composition, vinyl, linoleum, etc.)
                        • Remove dust and cobwebs from baseboards, blinds, sills, ledges, chair platforms, furniture, fixtures,
                            frames, cubical tops and sides, and work surfaces (when paperwork or personal items are not
                            present)
                        • Thoroughly remove all fingerprints, smudges, scuff marks, streaks, etc. from all surfaces

                                                                      MONTHLY

                    RESTROOMS
                       • Thoroughly clean and disinfect walls & doors, including trim and hardware
                       • Buff and wax floors

                    PUBLIC & OCCUPIED AREAS (Including but not limited to Lobbies, Corridors, Elevators, Stairways,
                    Offices, Conference Rooms, Courtrooms, locked offices not identified in section 8 of day custodian
                    tasks, kitchenettes & break rooms, etc.)
                        • Buff and wax resilient floors (composition, vinyl, linoleum, etc.) except where prohibited
                        • High dusting

                                                                    QUARTERLY

                    PUBLIC & OCCUPIED AREAS (Including but not limited to Lobbies, Corridors, Elevators, Stairways,
                    Offices, Conference Rooms, Courtrooms, locked offices not identified in section 8 of day custodian
                    tasks, kitchenettes & break rooms, etc.)
                        • Vacuum fabric partitions
                        • Dust or vacuum interior office mini-blinds (horizontal and vertical)
                        • Sweep, and mop all stairwells

                                                                  SEMI-ANNUALLY

                    PUBLIC & OCCUPIED AREAS (Including but not limited to Lobbies, Corridors, Elevators, Stairways,
                    Offices, Conference Rooms, Courtrooms, locked offices not identified in section 8 of day custodian
                    tasks, kitchenettes & break rooms, etc.)
                        • Clean/shampoo carpets

        4.1.6       Cleaning Standards




RFP 1011-JS111010                                                25
                                                                                                              RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                         Section IV
                                                                                                                Statement of Work
                    The following cleaning standards will be used on a daily basis and by the Designated Court Facilities Contact
                    during periodic quality assurance inspections, to assess the quality of cleaning performance:

                    1. ENTRANCES
                    Mats and Carpet – Shall be free of spots, stains, gum, dirt and debris without causing damage. They shall
                    appear visibly and uniformly clean. Adjoining walls, doors and floor surfaces shall also be free of dust, soil
                    and cleaner residue.

                    Glass and Metal Surfaces – Shall appear streak-free, film-free and uniformly clean. This shall include the
                    elimination of dust and soil from sills and ledges and heat registers.

                    Corners/Thresholds – Shall be free of dust, dried-soil, crud, finish build-up and debris. These areas shall
                    appear visibly and uniformly clean. This shall include the elimination of cleaner residue.

                    Floors – Shall be free of dust, dried-soil, gum, spots, stains and debris. Floors shall appear visibly and
                    uniformly smooth and clean. This shall include the elimination of dust streaks, lint, standing water, cleaner
                    residue and film.

                    Walls and Fixtures – Shall be free of dust, dried-soil and soil without causing damage. These surfaces shall
                    appear visibly and uniformly clean. This shall include the elimination of film streaks and cleaner residue.

                    Waste Containers – Contents shall be removed from waste containers and can liners replaced. Inside and
                    outside of the container shall be cleaned and disinfected. Containers shall appear visibly and uniformly clean.
                    This shall include the elimination of streaks, food-stuff and the presence of any offensive odor emitting from
                    the container.

                    2. ELEVATORS

                    Tracks – Shall be free of dirt and debris. Tracks shall appear visibly clean. This shall include the elimination
                    of standing water from wet cleaning procedures.

                    Lights – Shall be free of dust, soil and stains without causing damage. Diffusers shall remain improper
                    positions, they shall appear streak-free, film-free and uniformly clean.

                    Walls and Doors – Shall be free of dust, soil, spots and stains without causing damage. They shall appear
                    streak-free, film-free and uniformly clean. Bright metal surfaces shall be polished to a high-shine. This shall
                    include the elimination of polish residue and/or film.

                    Floors and Carpet – Shall be free of dust, dried soil, soil, gum, spots, stains and other debris. Floors and
                    carpet shall appear visibly and uniformly smooth and clean. This shall include the elimination of dust streaks,
                    lint, standing water, cleaner residue, embedded soil and foreign objects.

                    3. CORRIDORS

                    Floors – Shall be free of dust, dried-soil, gum, spots, stains and debris. Floors shall appear visibly and
                    uniformly smooth and clean. This shall include the elimination of dust streaks, lint, standing water, cleaner
                    residue and film.

                    Walls and Fixtures – Shall be free of dust, dried-soil and soil without causing damage. These surfaces shall
                    appear visibly and uniformly clean. This shall include the elimination of film, streaks and cleaner residue.

                    Waste Containers – Contents shall be removed from waste containers and can liners replaced. Inside and
                    outside of the container shall be cleaned and disinfected. Containers shall appear visibly and uniformly clean.
                    This shall include the elimination of streaks, food-stuff and the presence of any offensive odor emitting from
                    the container.


RFP 1011-JS111010                                                 26
                                                                                                                RFP 1011-JS111010
                                                                                                                  Janitorial Services
                                                                                                                           Section IV
                                                                                                                  Statement of Work

                    Water Fountains – Shall be free of dust, soil, scale and water spots without causing damage. Brightwork
                    shall be disinfected and polished to a streak-free shine. Water fountains shall appear visibly and uniformly
                    clean. This shall include the elimination of film and cleaner residue.

                    4. STAIRWELLS

                    Rails and walls – Shall be free of dust and dried-soil without causing damage. These surfaces shall appear
                    visibly and uniformly clean and disinfected. This shall include the elimination of film, streaks, lint, standing
                    water, cleaner residue or film.

                    Steps and Landings – Shall be free of dust, dried soil, gum, stains and debris. These surfaces shall appear
                    uniformly smooth and clean without leaving dust streaks, lint, standing water, cleaner residue or film.

                    5. RESTROOMS

                    Dispensers – Shall be free of dust, dried-soil and mold without causing damage. These surfaces shall
                    appear visibly and uniformly clean and disinfected. This shall include the elimination of film, streaks and
                    cleaner residue. Dispensers shall be refilled when required with proper expendable supply item.

                    Hardware – Shall be free of dust, soil, mold and scale without causing damage. Brightwork shall appear
                    visibly and uniformly clean, disinfected and polished to a streak-free shine. This shall include the elimination
                    of polish residue.

                    Sinks – Shall be free of dust, mold, soil, cleaner residue and soap film without causing damage. They shall
                    appear visibly and uniformly clean and polished-dry. This shall include the elimination of streaks, embedded
                    soil, film and water spots.

                    Mirrors – Shall be free of dust and soil. Mirrors and surrounding metal framework shall appear streak-free,
                    film-free and uniformly clean.

                    Toilets, Toilet Seats and Urinals – Shall be free of dust, bacteria, soil, organic matter, cleaner residue and
                    scale without causing damage. These fixtures shall appear visibly and uniformly clean, disinfected and
                    polished-dry. This shall include the elimination of streaks, film and water spots.

                    Partitions – Shall be free of dust, soil and graffiti without causing damage. Partitions shall appear visibly and
                    uniformly clean, disinfected and polished-dry. This shall include the elimination of streaks and film.

                    Waste Containers – Contents shall be removed from waste containers and can liners replaced. Inside and
                    outside of the container shall be cleaned and disinfected. Containers shall appear visibly and uniformly clean.
                    This shall include the elimination of streaks, food-stuff and the presence of any offensive odor emitting from
                    the container.

                    Walls and Doors – Shall be free of dust, soil, spots and stains without causing damage. These surfaces
                    shall appear visibly and uniformly clean and disinfected. This shall include the elimination of film, streaks and
                    cleaner residue. Ceramic walls and wainscots, metal kick plates, handles and push plates on doors shall also
                    be polished-dry.

                    Floors and Baseboards – Shall be free of dust, soil, gum, stains and debris. Floors shall appear visibly and
                    uniformly clean and disinfected. This shall include the elimination of dust streaks, lint, standing water, cleaner
                    residue and film.

                    Air Vents – Shall be free of dust and soil without causing damage. This also pertains to air distribution units
                    and exhaust vents. They shall appear visibly and uniformly clean.



RFP 1011-JS111010                                                  27
                                                                                                             RFP 1011-JS111010
                                                                                                               Janitorial Services
                                                                                                                        Section IV
                                                                                                               Statement of Work
                    Light Fixtures – Shall be free of dust and soil without causing damage. Diffusers shall remain in proper
                    position, and appear streak-free and uniformly clean.

                    6. OFFICES

                    Furniture and Equipment – Shall be free of dust, dried-soil and soil without causing damage. They shall
                    appear visibly and uniformly clean. This shall include the elimination of cleaner residue, streaks and film.

                    Telephones – Shall be free of dust and soil. They shall appear visibly and uniformly clean and polished-dry.

                    Lamps – Shall be free of dust, dried-soil and soil without causing damage. Lamps shall appear visibly and
                    uniformly clean. This shall include the elimination of streaks, cleaner residue and film.

                    Walls and Doors – Shall be free of dust, dried-soil and soil without causing damage. These surfaces shall
                    appear visibly and uniformly clean. This shall include the elimination of film, streaks and cleaner residue.

                    Waste Containers – Contents shall be removed from waste containers and can liners replaced. Inside and
                    outside of the container shall be cleaned and disinfected. Containers shall appear visibly and uniformly clean.
                    This shall include the elimination of streaks, food-stuff and the presence of any offensive odor emitting from
                    the container.

                    Partitions – Shall be free of dust, soil and graffiti without causing damage. Partitions shall appear visibly and
                    uniformly clean. This shall include the elimination of streaks, film and cleaner residue.

                    Floors, Carpets and Baseboards – Shall be free of dust, dried-soil, soil, gum, spots, stains and debris.
                    Floors and carpet shall appear visibly and uniformly smooth and clean. This shall include the elimination of
                    dust, streaks, lint, standing water, cleaner residue, embedded soil and foreign objects.

                    7. WINDOWS

                    Glass – Shall be free of dust and soil without causing damage. This also applies to adjoining sills, blinds and
                    framework. They shall appear visibly and uniformly clean. This shall include the elimination of streaks, film
                    and cleaner residue.

                    8. JANITOR CLOSETS AND STOREROOMS

                    Shelves – Shall be free of dust, dried-soil and soil. They shall appear visibly and uniformly clean. Supplies
                    and equipment shall be stocked and organized neatly on shelves.

                    Janitor Carts – Shall be free of dust, dried-soil and soil. They shall appear visibly and uniformly clean.
                    Supplies and equipment stored on janitor carts shall also be free of dust and soil and organized neatly.

                    Walls – Shall be free of dust, dried-soil and soil without causing damage. They shall appear visibly and
                    uniformly clean. This shall include the elimination of film, streaks and cleaner residue.

                    Utility Sinks – Shall be free of dust, soil, cleaner residue and soap film. Utility sinks shall appear visibly and
                    uniformly clean. This shall include the elimination of streaks, embedded soil, film and water spots.
                    Brightwork shall be cleaned, de-scaled and polished.

                    Floors – Shall be free of dust, dried-soil, gum, spots, stains and debris. Floors shall appear visibly and
                    uniformly smooth and clean. This shall include the elimination of dust streaks, lint, standing water, cleaner
                    residue and film.

                    9. GRAFFITI



RFP 1011-JS111010                                                  28
                                                                                                                  RFP 1011-JS111010
                                                                                                                     Janitorial Services
                                                                                                                              Section IV
                                                                                                                     Statement of Work
                    All Facilities shall be graffiti-free. Any graffiti that cannot be removed during the normal cleaning processes,
                    as outlined in this proposal, shall be reported to the Designated Court Facilities Contact within 24 hours.

        4.1.7       Security

                       i.    Contractor shall have all employees working in the Court facilities fingerprinted by the Stanislaus
                             County Sheriff’s Department within 10 days from the start of the contract. Each employee will also
                             have a background check by the Court. Verification of clearance for any employee with access and
                             entry into the Court facilities must be received by the Court PRIOR to the start of work.

                      ii.    All employees shall be identified while on the premises by picture identification card furnished at
                             Contractor’s expense, and by shirt, blouse or smock indicating the company name or logo in print
                             large enough to be read easily.

                     iii.    Contractor shall be responsible for all costs of fingerprinting, identification badges, background
                             checks and uniforms until the end of the contract.

                     iv.     Contractor shall be responsible for use of all keys and/or security cards issued to him/her. The
                             Contractor shall not put identification on any keys. Contractor shall not duplicate any keys for
                             premises under any circumstances. Any lost keys or badges or need for additional keys or badges
                             shall be promptly reported to or requested of the Designated Court Facilities Contact. All court
                             buildings and office areas are of a high-level security, if keys are lost by contractor and/or his/her
                             personnel, Court has the option to re-key all building perimeter doors at contractor’s expense.

                      v.     Under no circumstances shall Contractor’s employees admit anyone to areas controlled by a key in
                             their possession. All doors and windows shall be closed and locked upon completion of cleaning
                             operations in the area. All areas shall be double-checked at end of shift to verify the areas are
                             secured.

        4.1.8       Equipment

                       i.    Proposer shall provide all cleaning equipment (vacuums, mops, mop buckets, brushes, dusters etc.).
                             All equipment shall be new. Mops shall be replaced, at a minimum, every four months. The
                             equipment used by the Contractor and methods used in the handling of the work will be such that a
                             satisfactory quality of work will be maintained, and which will insure compliance with the intent of this
                             contract.

                      ii.    In cases where particular types of equipment have been banned, or in cases where the Designated
                             Court Facilities Contact or his/her designee has condemned for use any piece of equipment, the
                             Contractor shall remove such equipment from the site of work. Failure to do so within a reasonable
                             time may effect a breach of contract.

                      iii.   All vacuums used must be equipped with Hepa Filtration.

        4.1.9       Materials & Equipment Storage

                       i.    Only material meeting institutional & industrial premium grade quality standards will be acceptable in
                             the performance of this work. The Designated Court Facilities Contact reserves the right to specify
                             the type and quality of all materials used in the work. In the event a substitution is necessary for a
                             required material, written notice will be provided to the Contractor and a material of equal value will
                             be substituted at no additional cost to Court.

                      ii.    Under no circumstances will cleaning tools and materials be left unattended during normal business
                             hours.


RFP 1011-JS111010                                                   29
                                                                                                               RFP 1011-JS111010
                                                                                                                   Janitorial Services
                                                                                                                            Section IV
                                                                                                                  Statement of Work
                     iii.   The Contractor shall handle chemicals provided at each site so as to minimize the possibility of
                            exposure of facility occupants to acid based or caustic based materials. A list of all chemicals used
                            for these services shall be submitted and pre-approved by Court’s designated representative.

                     iv.    All paper goods (2-ply toilet paper, paper towels, seat covers), liquid antibacterial hand soaps,
                            sanitary napkins/tampons required in refilling dispensers, including trash receptacle liners will be
                            furnished by the Contractor. The Contractor will be required to furnish all other materials and
                            supplies as required to complete janitorial service to all locations which includes but is not limited to:
                            cleansing powder, disinfectants, deodorant tablets for urinals, ammonia-based glass and surface
                            cleaner, dust cloths, grease cleaner, carpet shampoo, floor stripper and finish.

                      v.    All unused products and empty containers shall be properly disposed of by the Contractor as required
                            by federal, state and local laws and regulations. The Contractor shall provide Court with
                            documentation of proper disposal of all products and containers used in the performance of services.

                     vi.    Material Safety Data Sheet: It is required by law that all hazardous materials be accompanied with a
                            “material safety data sheet” (MSDS) at time of delivery. All MSDS information must be provided to the
                            Court for any and all materials used to complete the work.

                     vii.   The Contractor shall obtain prior approval from the designated Court representative for any space or
                            area required for storage of the Contractor’s equipment and materials.

                    viii.   Equipment and materials shall not be piled or stored at any location to hinder normal business
                            operations or to constitute a hazard to persons or property.

                     ix.    All materials which are stored in the liquid state shall be stored on shelves not higher than three (3)
                            feet above the floor.

                      x.    All products stored in secondary containers shall be properly labeled as to the contents.

                     xi.    In compliance with the State of California - Governor’s Executive Order #S-20-04, janitorial services,
                            materials, and equipment used on these job site(s) shall be in accordance with the Green Building
                            Action Plan and Foundations of the Leadership of Energy and Environmental Design (LEED) policies
                            and standards.

        4.1.10      Inspection

                       i.   The work shall be under the inspection of the Designated Court Facilities Contact or his/her designee.
                            Written reports on the findings from inspections will be furnished to the Contractor for corrective
                            action.

                      ii.   The Designated Court Facilities Contact or his/her designee or representatives will make field
                            inspections at their discretion. Notices of deficiencies will be given in writing to the Contractor.

                     iii.   Inspection shall not relieve the Contractor of his obligations to inspect and furnish material and
                            workmanship in accordance with the contract. Imperfections of materials or workmanship overlooked
                            by the inspectors shall not be exempted from rejection if they shall later be discovered. The
                            contractor shall ensure that corrective actions are taken promptly and will notify the Designated Court
                            Facilities Contact of those actions as soon as possible but not more than twenty-four (24) hours
                            following the notice.

                     iv.    In addition to inspections the Court and Contractor shall meet at least quarterly to discuss any issues
                            or required cleaning improvements.



RFP 1011-JS111010                                                  30
                                                                                                                RFP 1011-JS111010
                                                                                                                  Janitorial Services
                                                                                                                           Section IV
                                                                                                                  Statement of Work
        4.1.11      Hours of Work

                    Refer to site specifications given in attachment B. There may be need for janitorial services on weekends for
                    special after hour’s events, including but not limited to mock trials held after hours or court jury proceedings
                    that continue after hours. Notification will be given to the Contractor identifying the type of service and areas
                    to be serviced.

        4.1.12      Acceptance/Rejection of Service

                    The Court requires a submitted service intention document to be signed by the court project manager in order
                    to be considered as Acceptance of Service
4.2    Inventory

       The Court has an ongoing requirement for the products indicated in this RFP. The vendor or vendors awarded a
       contract, if any, shall maintain access to a reasonable stock of such products on hand for the term of the contract.
       Failure to maintain access to a reasonable stock may result in termination for default of the vendor’s contract.

4.3    Samples

       Samples must be submitted in a box separate from the proposal and cost proposal clearly labeled with the contents and
       Contractor’s information including name and address. Samples of the following materials and supplies must be included
       with the proposal:
                          • Liquid anti-bacterial hand soap
                          • Toilet paper (2-ply only to be used)
                          • Disinfectant spray (if multiples are used, please specify and submit all)
                          • Furniture polish
                          • Paper towels
                          • Toilet seat covers
                          • Air freshener
                          • Ammonia-based window and surface cleaner
                          • Cleansing powder
4.4    Invoicing

       The vendor shall submit a single consolidated invoice monthly all inclusive of the 5 (five) locations serviced with the
       cost supplies listed separately. The following information must be included on the invoice:
                          • Vendor’s name, address and telephone number
                          • Name and address of vendor representative to whom payments are to be sent if different from the
                              above.
                          • Name, title and telephone number of the person to contact in case of an incomplete or incorrect
                              invoice.
                          • Description of goods provided or services performed.

4.5    Labor Code Section 1060-1065 Displaced Janitor Opportunity Act

       Contractor certifies that it will meet any and all requirements contained in Labor Code Section 1060-1065 of the
       Displaced Janitor Opportunity Act and provide documentation to the Court.




RFP 1011-JS111010                                                  31
                                                                                                      RFP 1011-JS111010
                                                                                                        Janitorial Services
                                                                                                                 Section V
                                                                                                       General Conditions

V.   GENERAL CONDITIONS

The General Conditions are included in this solicitation document as Attachment A, Contract Terms and Conditions.




RFP 1011-JS111010                                           32
                                                                               RFP 1011-JS111010
                                                                                 Janitorial Services
                                                                                          Section VI
                                                                                       Attachments

VI. ATTACHMENTS

     Attachment A   Contract Terms and Conditions

     Attachment B   Court Locations, Hours of Operations, & Holiday Schedule

     Attachment C   Vendor Certification Form

     Attachment D   Pricing Sheet

     Attachment E   Acceptance of Terms and Conditions

     Attachment F   AOC Travel Guidelines

     Attachment G   Background Information Form




RFP 1011-JS111010                               33
                                                                                                              RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                     Attachment A
                                                                                                    Contract Terms and Conditions
                                                   ATTACHMENT A
                                            CONTRACT TERMS AND CONDITIONS

1.0      DEFINITIONS

         Administrative Office of the Courts (AOC): staff agency to the Judicial Council of California, the policy-making
         body of the California court system.

         Agreement: entire integrated agreement, including all Contract Documents, Exhibits, Attachments, and
         Amendments incorporated therein, signed by Court and Contractor, for performance of the Work.

         Amendment: written Contract Document issued by Court, and signed by both Contractor and Court, modifying the
         Agreement and identifying any of the following: (1) change in the Work; (2) change in Contract Amount; (3) change
         in schedule for delivery and performance of Work; or (4) any change to other terms and conditions.

         Appropriation Year: authorized period of time for government spending for a defined purpose. The Appropriation
         Year for state-funded agreements ends on June 30th of each year. The Appropriation Year for federally funded
         agreements ends on September 30th of each year.

         Bidder: Party or parties submitting a proposal for the specified Work.

         Confidential Information: (i) any financial, statistical, personal, technical, or other data or information that is
         designated confidential by a party to this Agreement, (ii) all information related to the business of the Court that may
         be obtained orally, in writing, or from any source, or on any Court mainframe, Court or judicial branch computer
         network or workstation, and all software, whether owned or licensed by Court and whether accessed by Contractor
         by direct or remote access method, (iii) any information relating to the methods, processes, financial data, lists,
         apparatus, statistics, programs, research, development, or related information of the Court concerning the past,
         present, or future official business and/or the results of the provision of services to the Court, and (iv) information
         relating to Court personnel and Court users. Confidential Information does not include: (i) information that is already
         known by the receiving party, free of obligation of confidentiality to the disclosing party; (ii) information generally and
         lawfully available to the public, other than as a result of disclosure by the receiving party in breach of this Agreement;
         (iii) information independently developed by the receiving party without reference to the Confidential Information; and
         (iv) information that the receiving party rightfully obtains from a Third Party free of the obligation of confidentiality to
         the disclosing party.

         Contract: The agreement between the Court and Contractor, including the Specification and appendices, together
         with any other material specifically incorporated therein.

         Contract Amount: total dollar amount of the contract.

         Contractor: individual or entity, contracting with Court to do the agreed Work. Contractor is a party to this
         Agreement.

         Court: Superior Court of California, as indicated on the Contract Cover Sheet. Court is a party to this Agreement.

         Data: information, including, but not limited to, articles, papers, charts, records, reports, studies, research,
         memoranda, computation sheets, questionnaires, surveys, and other documentation.

         Deliverable: hardware, software, firmware, documentation, services or other items, specified in the Agreement, that
         Contractor shall complete and deliver or submit to Court.

         Judicial Branch Entity: State of California public entity that includes any superior court, any court of appeal, the
         Supreme Court of California, the Judicial Council of California, or the Administrative Office of the Courts, as defined
         in California Government Code §900.3.


RFP 1011-JS111010                                                34
                                                                                                           RFP 1011-JS111010
                                                                                                             Janitorial Services
                                                                                                                  Attachment A
                                                                                                 Contract Terms and Conditions

         Material: all types of tangible personal property, including but not limited to goods, supplies, equipment,
         commodities, and information and telecommunication hardware and software.

         Notice: written document signed by an authorized representative of either party to this Agreement, providing formal
         notification and sent by either:
                          1. depositing in the U. S. Mail or commercial express mail, prepaid, to the address of the authorized
                          representative of the other party. Notice will be effective on the post-marked date; or
                          2. hand-delivery to the other party’s authorized representative, as set forth in the Agreement. This
                          Notice shall be effective on the date of receipt.

         Owner: Stanislaus County Superior Court (“Court”) acting through its authorized representative(s).

         Project Lead: Contractor’s representative who will operate as the main interface with the Court regarding the Work
         to be performed under this Agreement.

         Project Manager: Court representative who will operate as the main interface between Contractor and the Court
         regarding the Work to be performed under this Agreement.

         Stop Work Order: written notice to Contractor from Court, directing Contractor to stop performance of Work for a
         period of ninety (90) days following delivery of the order to Contractor, or for a longer period by mutual agreement of
         the parties.

         Specification: The Court's specification which includes these General Conditions, the Specific Conditions, and any
         addenda to these.

         Subcontractor: a person or business entity that has a contract (as an "independent contractor" and not an
         employee) with Contractor to provide some portion of the Work of this Agreement.

         Task: one or more functions, services, or actions, as specified in the Agreement, to be performed by Contractor for
         the Court.

         Third Party: any individual or entity not a party to the Agreement.

         Work: any or all labor, services, Deliverables, equipment, supplies, Materials, Tasks, and any other items or
         activities necessary for the performance and completion of Contractor’s obligations in compliance with the
         requirements of the Agreement. Work may also include Tasks, Deliverables, and/or Submittals required by individual
         work order(s).

2.0      PROPOSAL

         2.1       WORK SITES: Bidder shall inspect the Work sites and satisfy itself in regard to scope and location of each
         facility, and conditions that might affect the performance of the Work. Lack of knowledge of existing conditions will
         not be accepted as an excuse for failure to perform the specified service, nor shall such excuses be accepted as a
         basis for claims for additional compensation.

         2.2     PROPOSAL ITEMS: Work has been classified in the Proposal Form and Bidder is requested to quote prices
         in accordance therewith. Prices quoted shall include taxes incurred in the performance hereof.

         2.3     ADDITIONAL LABOR AND MATERIALS: The Court may on occasion request Contractor to perform Work
         and/or supply materials not specifically covered in this Contract. Proposal covers Contractor's charge for this Work
         or material, or both.

         2.4      CONFIRMATION OF PROPOSAL: Bidder may be requested to confirm its proposal in writing. Bidder may
         not alter the quoted prices and must stand by its proposal or withdraw its proposal without prejudice.


RFP 1011-JS111010                                              35
                                                                                                          RFP 1011-JS111010
                                                                                                            Janitorial Services
                                                                                                                 Attachment A
                                                                                                Contract Terms and Conditions

         2.5     RIGHT TO REJECT: The Court reserves the right to reject any or all proposals and to accept a proposal
         other than the lowest.

3.0      LEGAL PROVISIONS

         3.1     INDEPENDENT CONTRACTOR: Contractor shall perform the Work as an independent contractor, and
         persons employed by Contractor in connection herewith will be employees of Contractor and not employees of the
         Court in any respect. Only Contractor and its employees or approved Subcontractors’ and their employees will be
         allowed on Court property.

         3.2      ASSIGNMENTS: Contractor will not assign its rights or obligations under this Agreement, either in whole or
         in part, without the prior written consent of the Court, in the form of an Amendment. When consent is granted, it shall
         not relieve Contractor of any obligation to the Court.

         3.3        CONTRACT MODIFICATION

                    3.3.1 No oral statement shall in any manner modify or otherwise affect the terms and conditions set forth
                    herein, and no charge shall be made for extra Work, changes, or materials unless they have been ordered in
                    writing by the Court, in the form of an Amendment.

                    3.3.2 An authorization number verbally given by the Court is considered notice to perform extra Work on a
                    time and material basis as stated in the proposal form.

                    3.3.3 The Court reserves the right to add or delete any given type of Work. Cost shall be calculated or
                    negotiated at the time change is required.

                    3.3.4   The Court may choose to reschedule Contractor's hours of Work.

         3.4     INFRINGEMENT PROTECTION: Royalties or other charges for patents for design, machinery, equipment,
         or materials furnished by Contractor for the Work, or for processes or arts employed by Contractor in said Work, shall
         be considered as included in the Contract price. Contractor shall indemnify and save harmless the Court, its officers
         and employees from loss, liability and expense arising out of claims for infringements of said patents.

         3.5      REGULATIONS AND CONDUCT OF WORK: Contractor shall plan and conduct the Work to comply with
         local, state, and federal government agencies' applicable rules, regulations, codes and/or ordinances to adequately
         safeguard persons and property from injury. Contractor shall direct the performance of the Work in compliance with
         reasonable safety regulations and Work practices and with applicable federal, state and local laws, rules and
         regulations, including but not limited to, "Occupational Safety and Health Standards" promulgated by the U.S.
         Secretary of Labor and Safety Orders of the California State Division of Occupational Safety and Health (Cal-OSHA).
         The Court may require Contractor's employees to wear approved "hard hats" and also to observe reasonable safety
         precautions in addition to those in use or proposed by Contractor. Neither the giving of such special instructions by
         the Court nor the adherence thereto by Contractor shall relieve Contractor of the sole responsibility to maintain safe
         and efficient working conditions.

         3.6     WITHHOLDING FUNDS: The Court may retain from payments due hereunder sufficient funds to (1) repair
         or replace Work deemed defective by the Court, and (2) discharge delinquent accounts of Contractor pursuant to
         paragraph 3.7.

         3.7      LIENS: Contractor shall discharge at once, and hold the Court harmless from, liens or stop notices that may
         be filed in connection with the Work. The Court may retain from Contract payments sufficient funds to discharge
         delinquent accounts of Contractor or Subcontractor for which liens on the Court's property have been or can be filed,
         or for which stop notices have been or can be filed, and the Court may at any time pay there from, for Contractor's
         account by joint check or otherwise, such amounts as are admittedly due thereon.



RFP 1011-JS111010                                               36
                                                                                                          RFP 1011-JS111010
                                                                                                              Janitorial Services
                                                                                                                   Attachment A
                                                                                                Contract Terms and Conditions
         3.8     CONSTRUCTION LENDERS: In accordance with Civil Code Section 3097 (m), the Court represents that
         there are no construction lenders for this Work. Contractor shall make this information available to any person
         seeking to serve the notice specified in Civil Code Section 3097(c).

         3.9        CHOICE OF LAW; JURISDICTION AND VENUE

                    3.9.1 CHOICE OF LAW: This Agreement and performance under it will be exclusively governed by the
                    laws of the State of California without regard to its conflict of law provisions.

                    3.9.2 JURISDICTION AND VENUE: Contractor irrevocably consents to the exclusive jurisdiction and
                    venue of the state and federal Courts located in San Francisco, California in any legal action concerning or
                    relating to this Agreement.

         3.10     LIMITATION OF LIABILITY: Court will not be liable to Contractor, its officers, employees, Subcontractors, or
         Third Parties for any indirect, special, or consequential damages, including lost profits or revenue, arising from or
         relating to this Agreement, regardless whether the Court was advised of the possibility of such loss or damage. In no
         event will Court’s liability for direct damages arising from or related to this Agreement, for any cause whatsoever, and
         regardless of the form of action, whether in contract or in tort, exceed the amounts paid to Contractor by Court under
         this Agreement.

4.0      PERFORMANCE OF WORK

         4.1        COURT'S OPERATION:

                    4.1.1 Contractor shall conduct its Work in a manner that will cause a minimum of inconvenience to the
                    Court's employees and the general public. The Court's business must be maintained without interruption
                    during the progress of the Work, and no unnecessary interference will be permitted.

                    4.1.2   HOLIDAY SCHEDULE:

                            4.1.2.1 Contractor is responsible to provide services as described herein prior to or during each the
                            Court workday regardless of Contractor's holiday schedule. Contractor shall review the Court's
                            observed holiday schedule with the Court annually.

                                    The Court's currently observed holidays are:
                                                a) January 1, New Year's Day
                                                b) The third Monday in January, Martin Luther King Day
                                                c) February 12, Lincoln’s Birthday
                                                d) The third Monday in February, Presidents’ Day
                                                e) March 31, Cesar’ Chavez Day
                                                f) The last Monday in May, Memorial Day
                                                g) July 4, Independence Day
                                                h) The first Monday in September, Labor Day
                                                i) The second Monday in October, Columbus Day
                                                j) November 11, Veterans Day
                                                k) The fourth Thursday in November, Thanksgiving Day
                                                l) The day after Thanksgiving Day
                                                m) Dec 25, Christmas Day

                                    Every Monday following a Sunday that falls on January 1, February 12, March 31, July 4,
                                    November 11 or December 25.

                                    Every Friday preceding a Saturday that falls on January 1, February 12, March 31, July 4,
                                    November 11 or December 25.



RFP 1011-JS111010                                                37
                                                                                                   RFP 1011-JS111010
                                                                                                      Janitorial Services
                                                                                                           Attachment A
                                                                                        Contract Terms and Conditions
         4.2     MATERIALS AND SUPPLIES: Contractor shall furnish all materials and supplies required to perform the
         services except as specified in the Specification.

         4.3     MATERIALS AND WORKMANSHIP: Material and workmanship shall be new and first class in every
         respect. Work shall be subject to the satisfaction of the Court, who may exercise such control of the Work as is
         required to safeguard the interests of the Court. However, it is the Contractor's responsibility to manage and
         supervise the Work performed hereunder and the methods used, and to deliver satisfactory services to the Court.

         4.4    THE COURT'S EQUIPMENT: When Contractor is permitted to use the Court materials, tools, facilities or
         equipment; they shall be maintained by Contractor in first-class condition and good repair. Contractor shall be
         responsible to the Court for damage, misuse, or loss thereof.

         4.5      PERMITS: Contractor must observe and comply with all applicable laws, rules, and regulations affecting the
         Work. During the term of this Agreement, Contractor will obtain and keep in full force and effect, all permits and
         licenses necessary to accomplish the Work. Such permits and licenses will be made available to the Court, upon
         request. Contractor will promptly provide Notice to the Court of any conflict discovered between the Agreement and
         any applicable laws, rules, regulations, and/or permits and licenses, and await resolution of the conflict. If Contractor
         proceeds with the Work in question without resolution of the conflict, Contractor will be solely liable for any costs,
         fines, penalties, or damages that accrue, including costs for remedial work required to comply with such
         requirements.

         4.6      SECURITY: Security of the Court's properties shall be maintained. Doors, gates, and windows shall be
         closed and locked when not in immediate use. Upon completion of the Work in any single building, employees shall
         check exterior doors and windows to make sure that they are closed and locked. Certain areas are protected by
         security alarms and procedures for entering and leaving these areas shall be as directed by the Court.

         4.7        ENERGY CONSERVATION:

         Contractor shall use minimum lighting and electrical power to perform the Work under this Specification.

         4.8        CHANGES IN WORK; STOP WORK; CHANGE IN ORDERS

                    4.8.1 Changes in Work: The Court reserves the right to require Contractor to make changes in the Work,
                    as set forth in Exhibit C, Scope of Services, which may include additions, deletions, or modifications to the
                    Work, or changes in the timing or level of effort for the Work. For any change proposed by the Court or
                    Contractor, the Court or Contractor will submit in writing:
                                  1. a description of the proposed change and the reasons for the change;
                                  2. a summary of the total compensation to be paid Contractor with a breakdown of tasks and
                                      costs, including any reduction in work or costs resulting from the change;
                                  3. a statement of the expected impact on schedule.

                    If the Court and Contractor agree on a change, the Court will issue an Amendment documenting the change,
                    for the parties’ execution If the parties cannot agree to the terms of a change, Contractor will proceed
                    diligently with Work unless otherwise directed by the Court, and any continuing disagreement will follow the
                    process set forth in the provisions entitled “Dispute Resolution.” Contractor should not proceed with any
                    change prior to receiving a written directive or Amendment from the Court. All costs for changes performed
                    by Contractor without the Court’s prior written approval will be at Contractor’s sole risk and expense.

                    4.8.2 Stop Work: The Court may, at any time, by delivery of a written Stop Work Order to Contractor,
                    require Contractor to stop any or all of the Work, for ninety days after the Stop Work Order is delivered to
                    Contractor, and for any further period to which the parties may agree. Upon receipt of the Stop Work Order,
                    Contractor will immediately comply with its terms and take all reasonable steps to minimize the costs
                    incurred to the Court during the applicable Stop Work period. Within ninety days after a Stop Work Order is
                    delivered to Contractor, or within any mutually agreed extension of that period, the Court will either cancel
                    the Stop Work Order or terminate the Work, as provided in Section 10 (Termination). If a Stop Work Order is


RFP 1011-JS111010                                                38
                                                                                                                 RFP 1011-JS111010
                                                                                                                   Janitorial Services
                                                                                                                        Attachment A
                                                                                                      Contract Terms and Conditions
                    cancelled, or the period of the Stop Work Order or any extension thereof expires, Contractor will resume
                    Work. The Court may make an equitable adjustment in the delivery schedule, the Contract Amount, or both,
                    if (a) the Stop Work Order increases Contractor’s costs or the time required for performance; and (b)
                    Contractor asserts its right to an equitable adjustment within thirty days after the end of the applicable Stop
                    Work period. If a Stop Work Order is not canceled and the Work covered by the Stop Work Order is
                    terminated other than for cause, the Court may allow reasonable costs resulting from the Stop Work Order.
                    The Court will not be liable to Contractor for loss of profits because of any Stop Work Order.

                    4.8.3 Change in Orders: The Court reserves the right to require Contractor to make changes to Orders,
                    which may include additions, deletions, or modifications of any Order. For any change proposed by the Court
                    or Contractor, the Contractor will submit in writing:

                        1. a description of the proposed change and the reasons for the change;
                        2. a summary of the total compensation to be paid Contractor with a breakdown of tasks and costs,
                           including any reduction in work or costs resulting from the change;
                        3. a statement of the expected impact on schedule.

                    If the Court and Contractor agree on a change, the Court will issue an Amendment documenting the change,
                    for the parties’ execution. If the parties cannot agree to the terms of a change, Contractor will proceed
                    diligently with the Order unless otherwise directed by the Court, and any continuing disagreement will follow
                    the process set forth in the provisions entitled “Dispute Resolution.” Contractor should not proceed with any
                    change prior to receiving a written directive or Amendment from the Court. All costs for changes performed
                    by Contractor without the Court’s prior written approval will be at Contractor’s sole risk and expense.

                    4.8.4 The parties hereto understand and agree that, from time to time, legislation is passed or a Judicial
                    Council of California recommendation is adopted which may impact this Agreement. The parties hereto
                    agree that this Agreement shall be modified or amended accordingly to reflect any such legislation or
                    recommendation as of the date of its adoption.

5.0      PERSONNEL REQUIREMENTS

         5.1      EMPLOYEE: Contractor’s employees will be entirely and exclusively under the direction, supervision, and
         control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring, and
         termination, or any other employment issues or requirements of law, will be determined by Contractor. Contractor will
         issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's
         employees, consultants, and independent contractors. If the Internal Revenue Service or any other federal or state
         governmental entity should investigate or challenge Contractor’s independent status with respect to the Court, the
         parties agree that (i) each will inform the other party of such investigation or challenge; and (ii) the Court will have the
         right, but not the obligation, to participate in any discussion or negotiation occurring with the federal or state entity,
         regardless who initiates such discussions or negotiations. Contractor will indemnify and hold the Court harmless
         from all claims, costs, and liabilities resulting from third-party actions alleging an employment relationship between
         the Court and any Contractor or Subcontractor personnel.

         5.2      EMPLOYEES REPLACEMENT: If the Court finds Contractor's employee to be unsatisfactory, Contractor or
         Contractor's Representative shall replace said employee immediately. This provision in no way requires the
         Contractor to terminate the employment of any employee replaced pursuant to this paragraph. Nor, by the terms of
         this section, does the Court endorse or approve (expressed or implied) any termination by Contractor of any
         employee replaced pursuant to this paragraph. Contractor will be responsible for all costs associated with replacing
         personnel, including additional costs to familiarize replacement personnel with the Work. If Contractor does not
         promptly furnish replacement personnel acceptable to the Project Manager, Court may terminate this Agreement for
         cause.

         5.3     CONTRACTOR'S REPRESENTATIVE: Upon request, Contractor's Representative shall be available to the
         Court within 24 hours.



RFP 1011-JS111010                                                  39
                                                                                                          RFP 1011-JS111010
                                                                                                             Janitorial Services
                                                                                                                  Attachment A
                                                                                               Contract Terms and Conditions
         5.4     EMPLOYEE DATA: Contractor shall furnish to the Court information on each employee that will be working
         at any Court location. Information must be received prior to starting Work. See Attachment 5 for required information.

         5.5     EMPLOYEE IDENTIFICATION: If required by the Court, Contractor's and Subcontractor's employees while
         on the premises shall wear a photo identification badge with photo and name clearly visible. Badges are to be
         furnished by and at Contractor's expense.

         5.6.1 Sign-In: Upon entering or leaving the Court's Work site, Contractor and its employees shall sign a log,
         provided by the Court.

         5.6        EMPLOYEE APPEARANCE: Contractor's employees shall present a neat and clean appearance.

         5.7    NEW EMPLOYEES: Prior to commencing Work, Contractor shall personally advise the Court of temporary
         or permanent changes or additions of employees and identify these employees to the Court in accordance with
         paragraph 5.5.

         5.8      INDEPENDENT CONTRACTOR: Contractor, Subcontractors, and their officers, agents, employees, and all
         others acting on behalf of Contractor for this Work, act as independent contractors and not as the Court agents,
         officers or employees. Contractor has no authority to bind or incur any obligation on behalf of the Court. Except as
         expressly provided in Exhibit C (Scope of Services), Contractor has no authority or responsibility to exercise any
         rights or power vested in the Court. This Agreement will not be considered under any circumstance to create a joint-
         venture relationship. If any governmental entity concludes that Contractor is not an independent contractor, the Court
         may terminate this Agreement immediately upon Notice. Alternatively, Contractor may agree to a reduction in the
         Court’s financial liability, so that the Court’s total costs under this Agreement do not exceed the originally
         contemplated amount.

         5.9      EXCLUSIVE CONTROL OF MEANS AND METHOD OF PERFORMANCE: Contractor will determine the
         method, details, and means of performing or supplying the Work under this Agreement. Contractor will be
         responsible to the Court only for the requirements and results specified in this Agreement and more particularly as
         set forth in Exhibit C – Scope of Services, and will not be subjected to the Court's control with respect to the physical
         action or activities of Contractor in fulfillment of this Agreement. Contractor will have the “right to control” and bear
         the sole responsibility for the job site conditions and safety.

         5.10     SUBCONTRACTING: Contractor will not engage a Subcontractor to perform any portion of this Work,
         without the express written consent of the Court. Any subcontracting without the Court’s written consent is a material
         breach of this Agreement. Contractor warrants and represents that all Subcontractors will be subject to the same
         terms and conditions applicable to Contractor under this Agreement. Contractor will incorporate this Agreement as
         the prime agreement in any subcontracting relationship. Contractor will be liable for all Subcontractor acts or
         omissions, including indemnity obligations.

         5.11   SIGNATURE AUTHORITY: Contractor has all requisite power and authority to conduct its business, and to
         execute and perform the Agreement

         5.12     BACKGROUND CHECKS: For Contractor’s employees, Subcontractors, or agents performing work, and
         with access to Court’s systems (on-site or remotely) in the performance of their Work under this Agreement, Court
         will have the right, but not the obligation, to request or conduct a background check, before granting access to
         Court’s premises or systems or at any other time. Contractor will cooperate with Court in performing any background
         checks, will provide prompt Notice to Court of (i) any person refusing to undergo such background check, and will
         immediately remove such person from the project, and (ii) the results of any background check as requested by
         Court. Contractor will obtain all releases, waivers, or permissions required for the release of such information to
         Court.

6.0      MISCELLANEOUS




RFP 1011-JS111010                                               40
                                                                                                     RFP 1011-JS111010
                                                                                                        Janitorial Services
                                                                                                               Attachment A
                                                                                          Contract Terms and Conditions
         6.1     SANITARY FACILITIES: Contractor personnel shall be permitted to use existing sanitary facilities within the
         buildings.

         6.2     STORAGE: Materials, tools, and equipment may be stored in the buildings and yard areas but only in
         locations designated by the Court. Storage areas shall be kept clean and orderly. The Court will not be held
         responsible for damage to or loss of Contractor's material or equipment.

7.0      INDEMNIFICATION AND WITHHOLDING

         7.1        INDEMNIFICATION

                    7.1.1 Contractor shall indemnify, defend and hold harmless the Court, its officers, directors, agents, and
                    employees, from and against all claims, demands, losses, damages, costs, expenses, including workers’
                    compensation expenses incurred by the Court, and legal liability connected with or resulting from injury to or
                    death of persons, including but not limited to employees of the Court or Contractor; injury to property of the
                    Court, Contractor, or a third party, or to natural resources, or violation of any local, state or federal law or
                    regulation, including but not limited to environmental laws or regulations, or strict liability imposed by any law
                    or regulation; arising out of, related to, or in any way connected with Contractor's performance of this
                    Contract, however caused, regardless of any strict liability or negligence of the Court, whether active or
                    passive, excepting only such claims, demands, losses, damages, costs, expenses, liability or violation of law
                    or regulation as may be caused by the sole negligence or willful misconduct of the Court, its officers, agents,
                    or employees.

                    7.1.2 Contractor acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
                    liability that arise out of, result from, or are in any way connected with the release or spill of any legally
                    designated hazardous material or waste as a result of the Work performed under this Contract are expressly
                    within the scope of this indemnity, and that the costs, expenses, and legal liability for environmental
                    investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remedial Work,
                    penalties, and fines arising from the violation of any local, state, or federal law or regulation, attorney's fees,
                    disbursements, and other response costs are expressly within the scope of this indemnity.

                    7.1.3 Contractor shall, on the Court's request, defend any action, claim or suit asserting a claim covered
                    by this indemnity. Contractor shall pay all costs that may be incurred by the Court in enforcing this
                    indemnity, including reasonable attorney's fees.

                    7.1.4 For Contractor’s acts, errors, or omissions which are covered by Contractor’s Professional Liability
                    insurance, Contractor will provide the above indemnification for that proportion of damages, costs, and
                    liabilities that are attributed to Contractor, or any of its Subcontractors, but not for Court’s proportionate share
                    of liability.

                    7.1.5 Contractor’s obligation to defend, indemnify, and hold Court and its agents, officers, and employees
                    harmless is not limited to, or restricted by, any requirement in this Agreement that Contractor procure and
                    maintain a policy of insurance.

         7.2       WITHHOLDING: In addition to any other right to withhold, the Court may withhold from payments due
         Contractor hereunder such amounts as, in the Court's opinion, are reasonably necessary to provide security against
         all loss, damage, expense, and liability covered by the foregoing indemnification provision.

8.0      INSURANCE REQUIREMENTS: Contractor will obtain and maintain the minimum insurance set forth in
subparagraph 8.1, below. By requiring such minimum insurance, the Court will not be deemed or construed to have
assessed the risks applicable to Contractor. Contractor will assess its own risks, and if it deems appropriate and/or prudent,
maintain greater limits and/or broader coverage. For full coverage, each insurance policy shall be written on an “occurrence”
form; excepting that insurance for professional liability, when required, may be acceptable on a “claims made” form. If
coverage is approved and purchased on a “claims made” basis, Contractor warrants continuation of coverage, either through
policy renewals or the purchase of an extended discovery period, for three years from the date of completion of the Work.


RFP 1011-JS111010                                                  41
                                                                                                             RFP 1011-JS111010
                                                                                                               Janitorial Services
                                                                                                                    Attachment A
                                                                                                   Contract Terms and Conditions

         8.1        MINIMUM SCOPE & LIMITS OF COVERAGE:
                    Contractor will maintain the following coverage’s:

                         i. Workers’ Compensation and Employer’s Liability Insurance
                                1. Statutory California Workers’ Compensation coverage including broad form all-states
                                      coverage
                                2. Employer’s Liability coverage for not less than one million dollars ($1,000,000) per
                                      occurrence.
                        ii. Commercial Liability Insurance – for bodily injury (including death) and property damage, which
                            provides limits as follows:
                                1. Each occurrence - $1,000,000
                                2. General aggregate - $2,000,000
                                3. Product/Completed Operations aggregate - $2,000,000
                                4. Personal Injury - $1,000,000
                       iii. General liability coverage shall include at the same limits specified for Comprehensive General
                            Liability:
                                1. Premises and Operations
                                2. Products/Completed
                                3. Contractual liability, expressly including liability assumed under this Agreement
                                4. Personal Injury liability
                                5. Owners’ and Contractors’ Protective liability
                                6. Severability of Interest
                       iv. Business Automobile Liability Insurance with minimum limits of $1,000,000 for each occurrence,
                            Combined Single Limit Bodily Injury and Property Damage, including owned and non-owned and
                            hired automobile coverage, as applicable.
                        v. Professional Errors and Omissions Liability Insurance:
                                1. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per
                                      occurrence/aggregate.
                                2. If coverage contains a deductible or self-retention, it shall not be greater than twenty-five
                                      thousand dollars ($25,000) per occurrence/event.
                       vi. Claims Made Coverage:

                               1. If coverage is written on a claim made basis, the Certificate of Insurance shall clearly state
                                    so. In addition to coverage requirements above, such policy shall provide that:
                               2. Policy retroactive date coincides with or precedes the Consultant’s start of work (including
                                    subsequent policies purchased as renewals or replacements).
                               3. Consultant will make every effort to maintain similar insurance during the required extended
                                    period of coverage following project completion, including the requirement of adding all
                                    additional insured.
                               4. If insurance is terminated for any reason, Consultant agrees to purchase an extended
                                    reporting provision of at least two years to report claims arising from work performed in
                                    connection with this Agreement of Permit.
                               5. Policy allows for reporting of circumstances or incidents that might give rise to future claims.
                       vii. Special Provisions:
                                    The following provisions shall apply to this Agreement:

                                1. The foregoing requirements as to the types and limits of insurance coverage to be
                                   maintained by the Contractor and any approval of said insurance by the Court for its
                                   insurance consultant(s) are not intended to and shall not in any manner limit or quality the
                                   liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement,
                                   including but not limited to the provisions concerning indemnification.
                                2. Should any of the work under this Agreement be sublet, the Contractor shall require each of
                                   its subcontractors of any aforementioned overages, or Contractor may insure subcontractors
                                   under its own policies.


RFP 1011-JS111010                                                 42
                                                                                                           RFP 1011-JS111010
                                                                                                              Janitorial Services
                                                                                                                   Attachment A
                                                                                               Contract Terms and Conditions
                                3. The Court reserves the right to withhold payments to the Contractor in the event of material
                                   noncompliance with the insurance requirements outlined above.

         8.2     DEDUCTIBLES & SELF-INSURED RETENTIONS: Any deductibles or self-insured retentions must be
         declared to, and approved by, the Court. The deductible and/or self-insured retentions will not limit or apply to
         Contractor’s liability to the Court and will be the sole responsibility of Contractor.

         8.3     ENDORSEMENTS; ADDITIONAL INSURED’S: The General Liability policy will contain, or be endorsed to
         contain, the following provisions:

                        i. The Court, its officers, officials, employees and agents will be covered as additional insured’s for
                           liability arising out of activities performed by, or on behalf of, Contractor;

                        ii. To the extent of Contractor’s negligence, Contractor’s insurance coverage will be primary insurance
                            as respects the Court, its officers, officials, employees and agents. Any insurance and/or self-
                            insurance maintained by the Court, its officers, officials, employees or agents will not contribute with
                            the insurance, or benefit Contractor in any way;

                       iii. Contractor’s insurance will apply separately to each insured against whom a claim is made and/or
                            lawsuit is brought, except with respect to the limits of the insurer’s liability;

                       iv. Contractor will provide the Court certificates of insurance satisfactory to the Court, evidencing all
                           required coverage’s before Contractor begins any Work, and complete copies of each policy upon
                           the Court’s request;

                        v. If at any time, the foregoing policies become unsatisfactory to the Court, as to form or substance, or
                           if a company issuing any such policy becomes unsatisfactory to the Court, Contractor will, upon
                           Notice from the Court, promptly obtain a new policy, and submit the same to the Court, with the
                           appropriate certificates and endorsements, for approval;

                       vi. All of Contractor's policies will be endorsed to provide Notice to the Court of cancellation, non-
                           renewal, and reduction in coverage, within fifteen days, mailed to the Court’s representative for
                           Notices named on the Contract Cover Sheet. Such notice will reference the relevant project, and
                           contract number.

         8.4     WAIVER OF SUBROGATION: Contractor and its insurance carrier waive any and all rights of
         subrogation against the Judicial Branch Entities. This waiver will be reflected on the Certificate of
         Insurance, provided by Contractor. If Contractor fails to obtain the appropriate waivers of subrogation,
         additional insured status, or certificates of insurance from carrier, Contractor will indemnify the Court from
         all costs and liability caused by Contractor’s breach.

         8.5        ADDITIONAL INSURANCE PROVISIONS

                    8.5.1 Before commencing performance of Work, Contractor shall furnish the Court with certificates of
                    insurance and endorsements of all required insurance for Contractor.

                    8.5.2 The documentation shall state that coverage shall not be cancelled except after thirty (30) days prior
                    written notice has been given to the Court.

                    8.5.3 The documentation must be signed by a person authorized by that insurer to bind coverage on its
                    behalf, and shall be submitted to:

                                                  Stanislaus County Superior Court
                                                         Post Office Box 732
                                                         Modesto, CA 95353


RFP 1011-JS111010                                                 43
                                                                                                             RFP 1011-JS111010
                                                                                                               Janitorial Services
                                                                                                                    Attachment A
                                                                                                   Contract Terms and Conditions

                    A copy of all such insurance documents shall be sent to the Court's Contract Negotiator and/or Contract
                    Administrator.

                    8.5.4   The Court may inspect the original policies or require complete certified copies, at any time.

                    8.5.5 Upon request, Contractor shall furnish the Court the same evidence of insurance for its
                    Subcontractors as the Court requires of Contractor.

9.0      PAYMENT

         9.1    GENERAL INFORMATION: Invoices submitted by Contractor to the Court for payment must be in
         accordance with the service contract order and include the service contract order number.

         9.2.    COMPLETED WORK: Contractor shall submit invoices for completed Work accepted by the Court, unless
         otherwise agreed. THE COURT DOES NOT MAKE ANY ADVANCE PAYMENT FOR GOODS OR SERVICES.

         9.3     INVOICE INSTRUCTIONS: Invoices shall be sent in accordance with the instructions as designated on the
         service contract order.

         9.4    PAYMENT: Monthly in the amount of 100 percent of the value of the Work satisfactorily completed during
         each month including extras, if any, within Net 45 days after receipt and approval of correct invoices by the Court
         Representative, subsequent to the Court's acceptance of the Work.

         9.5      PAYMENT DOES NOT IMPLY ACCEPTANCE OF WORK: The Court’s payment will not relieve Contractor
         from its obligation to replace unsatisfactory Work, even if the unsatisfactory character of such Work may have been
         apparent or detected at the time such payment was made. Work, Data, or components that do not conform to
         requirements of this Agreement will be rejected, and will be replaced by Contractor, without delay or additional cost
         to the Court.

         9.6     WITHHOLDING FUNDS: The Court will retain from payments due Contractor sufficient funds for the
         following reasons:

                    9.6.1 Discharge any delinquent accounts of Contractor for which liens or stop notices on the Court's
                    property have been or may be filed, and the Court may at any time pay there from for Contractor's account
                    such amounts as are admittedly due thereon. Funds will be withheld for Work deemed by the Court as not
                    meeting the requirements of this Specification.

                    9.6.2 Provide funds to cover cost of property damage by Contractor, its employees or Subcontractors to
                    the Court facilities. Expenses to cover damages shall be at Contractor's expense, and repairs shall meet
                    with the Court Representative's approval.

         9.7     CONSIDERATION: The consideration paid to Contractor is the entire compensation for all Work performed
         under this Agreement, including all of Contractor's expenses incurred. Travel and per diem expenses are set forth in
         Section 30 (Travel Policy).

10.0     TERMINATION OF CONTRACT

         10.1     TERMINATION FOR CAUSE: The Court may terminate this Agreement in whole or in part for cause upon
         written notice if the Contractor defaults in the performance of any of its obligations under this Agreement and does
         not cure such default within thirty (30) days of receipt of a written notice of default from the Court. Grounds for
         termination for cause include, but are not limited to: (i) Contractor fails to perform the Service or any portion thereof
         with sufficient diligence to meet the requirements of the Agreement, (ii) Contractor fails or is unable to perform the
         Services in accordance with the Agreement for any reason other than a Force Majeure event, or (iii) Contractor is
         otherwise in material breach of the Agreement. The Court may terminate immediately if Contractor is insolvent,


RFP 1011-JS111010                                                44
                                                                                                         RFP 1011-JS111010
                                                                                                           Janitorial Services
                                                                                                                Attachment A
                                                                                               Contract Terms and Conditions
         becomes the subject of a voluntary or involuntary bankruptcy filing, makes a general assignment for the benefit of its
         creditors, or a receiver is appointed on account of Contractor’s insolvency.

            i.      Contractor shall be entitled to payment only for the value of the Service that has been satisfactorily
                    completed prior to termination that is of benefit to the Court. Contractor shall not be entitled to any payment
                    for anticipated profits or overhead on uncompleted portions of the Service. The Court reserves the right to
                    offset the costs incurred by the Court as a result of Contractor’s default against any amounts owed the
                    Contractor.

           ii.      In addition to any other rights and remedies the Court may have by reason of default or breach by
                    Contractor, the Contractor shall be liable for costs or damages incurred by the Court to complete and/or
                    correct the Service. The Court may complete and/or correct the Service by any reasonable method it deems
                    appropriate.

           iii.     If it is determined that the Contractor was not in default or that the default was excusable, the rights and
                    obligations of the parties will be the same as if the termination had been issued for convenience by the
                    Court.

           iv.      The rights and remedies of the Court under this provision are in addition to any other rights and remedies
                    provided by law or under this Contract.

                    10.1.1 STRIKE: In the event of a labor dispute or strike by Contractor’s or its Subcontractors’ employees
                    which threatens the progress or cost of Work, or the Court's labor relations, or which disrupts the Court's
                    operations, or results in a secondary boycott at the Court's facilities, the Court reserves the right to restrict
                    additional hiring of Contractor’s employees, to suspend or discontinue the Work of the Contractor or any
                    Subcontractor, or terminate the Contract for cause. This paragraph shall be applicable whether or not any
                    Contractor or Subcontractor is directly involved in a labor dispute.

         10.2     TERMINATION FOR THE COURT'S REASONS: The Court may suspend or terminate the Contract, without
         cause and upon 30-day written notice to Contractor. Contract thereupon shall take whatever action with respect to
         performance of the Work as will tend to minimize its claim against the Court. In the event of termination, the Court
         shall be liable to Contractor only for the value of the Work performed to the date of termination, plus costs reasonably
         incurred by Contractor in terminating its operation. Contractor shall not be entitled to any payment for anticipated
         profits or overhead on uncompleted portions of the Work.

         10.3    TERMINATION FOR CONVENIENCE: The Court may terminate this Agreement, in whole or in part, at any
         time and for any reason, upon at least ten days Notice to Contractor. Upon receipt of the termination Notice,
         Contractor will promptly discontinue Work as specified in the Notice. If the Court terminates all or part of this
         Agreement other than for cause; the Court will pay Contractor for the Work satisfactorily performed prior to the
         termination. Contractor will not recover overhead or profit on the uncompleted portions of the Work.

         10.4      TERMINATION DUE TO FUND APPROPRIATION AND AVAILABILITY: The Court's obligations under this
         Agreement are subject to the availability of funds authorized for this Work. Expected or actual funding may be
         withdrawn, reduced, or limited prior to the expiration or other termination of this Agreement. Funding beyond the
         current Appropriation Year is conditioned upon appropriation of sufficient funds to support the activities described in
         this Agreement. Upon Notice, the Court may terminate this Agreement in whole or in part, without prejudice to any
         right or remedy of the Court, for lack of appropriation of funds. Upon termination, the Court will pay Contractor for the
         fair value of Work satisfactorily performed prior to the termination, not to exceed the total Agreement amount.

         10.5     EFFECT OF TERMINATION: Upon expiration or termination of any kind, the Court shall have the right to
         take possession of any materials, equipment, deliverables and other work including partially completed work, and
         any other materials or work product hereunder. The Contractor hereby assigns and agrees to assign all of the
         Contractor’s right, title and interest in and to such work and related materials and work product, and any and all
         intellectual property rights therein or thereto.



RFP 1011-JS111010                                                   45
                                                                                                               RFP 1011-JS111010
                                                                                                                 Janitorial Services
                                                                                                                      Attachment A
                                                                                                   Contract Terms and Conditions
                       i.    Upon termination of any kind, the Court may withhold from payment any sum that the Court
                             determines to be owed to the Court by Contractor or that the Court determines to be necessary to
                             protect the Court against loss because of outstanding liens or claims of former lien holders.

                      ii.    Unless the Court directs otherwise, promptly upon termination of any kind, the Contractor shall: (a)
                             stop performing Service as of the effective date of such termination; (b) place no further orders or
                             subcontracts for the performance of Service; (c) cooperate in good faith with the Court, and as the
                             Court directs, cancel or assign to the Court any orders or subcontracts in place with the Contractor
                             which relate to the Contractor’s performance of its obligations hereunder; (d) take such action as
                             may be necessary or as directed by the Court to preserve and protect any work, including work
                             products and any property related to this Agreement in the possession of the Contractor in which the
                             Court has an interest; (e) continue performance under this Agreement of any Service not terminated;
                             and (f) take any other steps required by the Court.

                      iii.   Termination of this Agreement shall not affect the right and obligations of the parties, which arose
                             prior to any such termination (unless otherwise expressly provided herein), and such rights and
                             obligations shall survive any termination. The Court shall incur no liability for termination except as
                             provided under this provision.

11.0     EQUAL OPPORTUNITY LAW

         11.1    FEDERAL/STATE REGULATIONS: During the performance of this Contract and to the extent they may be
         applicable to this Contract, the Contractor agrees to comply with all laws, orders, and regulations included by
         summary or reference in the following paragraphs:

                    11.1.1 FEHA COMPLIANCE--Contractor certifies that it and its Subcontractors comply with all applicable
                    provisions of the Fair Employment and Housing Act, Calif. Gov. Code, § 12990 et seq., and all applicable
                    regulations promulgated under Calif. Code of Regulations, title 2, § 7285 et seq. Contractor certifies that it
                    and its Subcontractors will not unlawfully discriminate against any employee or applicant for employment
                    because of race, religion, color, national origin, ancestry, disability, marital status, age (over 40), sex, or
                    sexual orientation. Contractor will ensure that the evaluation and treatment of employees and applicants for
                    employment are free of such discrimination. Contractor certifies that it and its Subcontractors will not
                    unlawfully harass, including sexually harass, any persons with whom Contractor or its Subcontractors
                    interact in the performance of this work. Contractor and its Subcontractors will take all reasonable steps to
                    prevent such harassment.

                    11.1.2 CERTIFICATION OF NONSEGREGATED FACILITIES--41 CFR 600-1.8: (Contracts exceeding
                    $10,000) Contractor will not maintain or provide segregated facilities for its employees and will not permit its
                    employees to perform their services at any location under Contractor’s control, where segregated facilities
                    are maintained.

                    11.1.3 LISTING OF EMPLOYMENT OPENINGS--Executive Order 11701: (Contracts of $2,500) Contractor
                    will list employment openings with the Employment Development Department in accordance with the
                    Veterans Employment and Readjustment Act of 1972 and Executive Order 11701. The Contract clause set
                    forth in 41 CFR 50-250.2, is incorporated herein by reference.

                    11.1.4 EMPLOYMENT OF THE HANDICAPPED--Rehabilitation Act of 1973, 41 CFR 60-741.4: (Contracts
                    exceeding $2,500) The affirmative action clause and the regulations contained in 41 CFR 60-74l.4 are
                    incorporated by reference in this Contract.

                    11.1.5 FILING EEO-1 FORMS AND PREPARING AFFIRMATIVE ACTION PLANS--Executive Order
                    11246: (Contracts of $50,000 or more) If the value of this Contract is $50,000 or more and the Contractor
                    has 50 or more employees, the Contractor agrees to file appropriate EEO-1 forms in accordance with
                    existing regulations and maintain a current written affirmative action compliance program at each
                    establishment at which Contractor has 50 or more employees.


RFP 1011-JS111010                                                  46
                                                                                                               RFP 1011-JS111010
                                                                                                                 Janitorial Services
                                                                                                                      Attachment A
                                                                                                     Contract Terms and Conditions

                    11.1.6 VIETNAM ERA VETERANS READJUSTMENT ASSISTANCE--Act of 1974, Title 41, Chapter 60,
                    and Part 250: (Contracts of $10,000 or more) The affirmative action clause and the regulations pertaining to
                    the employment of disabled veterans and veterans of the Vietnam era are incorporated by reference in this
                    Contract.

                    11.1.7 Americans with Disabilities Act--Contractor certifies that it and its Subcontractors comply with
                    applicable provisions of the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. Sections 012101 et
                    seq.), which prohibits discrimination on the basis of disability, as well as with all applicable regulations and
                    guidelines issued pursuant to the ADA.

                    11.1.8 NATIONAL LABOR RELATONS BOARD (NLRB) CERTIFICATION--Contractor certifies that, within
                    the immediately preceding two-year period, no more than one final, unappealable finding of contempt of the
                    Court by a federal the Court has been issued against Contractor because of Contractor's failure to comply
                    with an order of the National Labor Relations Board.

                    11.1.9 LABOR/COLLECTIVE BARGANING-- Contractor certifies that it and its Subcontractors will provide
                    notice of their obligations under the foregoing provisions to labor organizations with which it or they have
                    collective bargaining agreements, prior to execution of this Agreement.

                    11.1.10 PROHIBITION AGAINST HIRING COURT EMPLOYEES-- Contractor certifies and will require all
                    Subcontractors to certify to the following: “Former Court employees will not be offered employment position
                    for two years from the date of separation, if that employee participated in the decision-making process
                    relevant to the Agreement, or for one year from the date of separation if that employee was in a policy-
                    making position in the same general subject area as the proposed Agreement, within the prior twelve-month
                    period of the Court employment.”

12.0     REGULATIONS

         12.1     PREVAILING WAGES: In compliance with California Public Utilities Code, Section 465, Contractor agrees to
         pay its employees the prevailing wages. For purposes of this paragraph, "prevailing wages" shall be deemed to
         include employer payments, if applicable, for health and welfare, pension, holidays, sick leave, vacation,
         apprenticeship, or other training programs when required. Failure to pay the prevailing wage, as determined by the
         Director of the Department of Industrial Relations shall be cause for the termination of the Contract.

         12.2     APPLICABLE LAWS: Contractor shall comply with all applicable state laws, rules and regulations, including,
         but not limited to, Public Utilities Code 465 and 466, for the performance of the Work to be performed under this
         Contract.

13.0    CONTRACT PERIOD: The Contract period shall be indicated on the contract. The Contract may be terminated at
any time by the Court pursuant to Article 10. Pricing shall be firm pursuant to Article 14.

14.0     CONTRACT PRICING

         14.1     PRICE: Contract prices shall be fixed for one year, unless through governmental regulations (prevailing
         wage increase). That portion of the Contract price which represents Material, Overhead, and Profit (MOHP) shall be
         fixed for one year.

                    14.1.1 Where there is more than one labor classification or geographic wage rate, the Contractor shall
                    submit a separate Direct Labor Cost Breakdown for each classification in each geographic area.

                    14.1.2 Where a collective bargaining agreement affects the wage rates paid by the Contractor for Work
                    performed under this Specification, Contractor shall enclose a copy of such agreement with its Proposal.




RFP 1011-JS111010                                                  47
                                                                                                              RFP 1011-JS111010
                                                                                                                Janitorial Services
                                                                                                                     Attachment A
                                                                                                    Contract Terms and Conditions
         14.2    RENEGOTIATION: The Court reserves the right to renegotiate or exercise the option to Contract with
         another party. If the Court, at its discretion, extends the Contract, the following conditions apply:

                    14.2.1 Prices proposed in the proposer’s response shall be firm for a minimum of one year after any
                    resulting contract is signed. One (1) price increase may be allowed for each additional term and/or option
                    period.

                    Any request for a price increase must be submitted in writing at least sixty (60) days prior to the effective
                    date of the increase. Increases may not exceed the previous 12 month change in the U.S. Bureau of Labor
                    Statics’ Producer Price Index for all janitorial services, not seasonally adjusted, annualized change comparing
                    the most recent finalized month reported data to the same month of the prior year or three percent (3%)
                    whichever is less. If such an index is discontinued, the increase may not exceed the previous finalized 12
                    month change in the San Francisco-Oakland-San Jose Consumer Price Index (all items, not seasonally
                    adjusted, for all urban consumers). This information may be found on the U.S. Department of Labor’s website
                    at www.bls.gov. In all cases, the Court may cancel the contract if a requested price increase is not acceptable.

                    The calculation to determine the PPI multiplier shall be in accordance with a PPI Rate Adjustment Formula,
                    similar to the following example:

                            1.   Current year PPI, annual average                          202.9
                            2.   Previous year, PPI, annual average                        202.4
                            3.   Change in Index (line 1 minus line 2)                        .5
                            4.   Line 3 divided by line 2                                     .002
                            5.   Add 1 to create PPI Multiplier                              1.002

                            6. Line 5 multiplied by base contract amount to obtain allowed increase for each year beyond the
                            base year.

                    14.2.2 Renegotiation of prices for labor employed by Contractor and engaged directly and exclusively in the
                    performance of Work shall include the following:

                            14.2.2.1          Direct wages.

                            14.2.2.2          Federal Insurance Contribution Act (FICA).

                            14.2.2.3          Federal Unemployment Insurance (FUI).

                            14.2.2.4          State Unemployment Insurance (SUI).

                            14.2.2.5          Worker's Compensation Insurance.

                            14.2.2.6          Bodily Injury and Property Damage Insurance.

                            14.2.2.7          Health and Welfare.

                            14.2.2.8          Sick Pay.

                            14.2.2.9          Pension.

                            14.2.2.10         Vacation and taxes on vacation.

                            14.2.2.11         Apprentice Training Fund (if applicable).

                            14.2.2.12         Holidays.



RFP 1011-JS111010                                                   48
                                                                                                               RFP 1011-JS111010
                                                                                                                   Janitorial Services
                                                                                                                        Attachment A
                                                                                                    Contract Terms and Conditions
                    14.2.3 Increase for material (if applicable), overhead and profit shall be fixed for the entire term of the
                    Contract in accordance with the prices listed in the Contractor's proposal.

         14.3       APPLICATION:

                    14.3.1 Renegotiation of prices shall apply to labor employed by Contractor and engaged directly and
                    exclusively in the performance of Work here under which include direct wages, taxes, worker's
                    compensation insurance, bodily injury and property damage insurance, Health and Welfare, sick pay,
                    pension, vacation and taxes on vacation. Renegotiation shall not apply to Contractor's office, clerical,
                    superintendent, or other personnel, nor any portion of wages paid as a bonus.

                    14.3.2 In computing authorized adjustment, wage rates used shall not include subsistence, travel-time
                    payments or other "fringe" benefits than those specified pursuant to paragraph 14.3.1.

15.0     AVAILABILITY OF INFORMATION

         15.1     ACCESS: The Court's duly authorized representatives shall have, during the term of the Contract and for
         four years thereafter, access at all reasonable times to all of the Contractor's and its Subcontractors' personnel,
         accounts and records of all description, including but not limited to, computer files pertaining to the Contract to verify
         or review the quantity, quality, Work program and progress of the Work, reimbursable costs, amounts claimed by the
         Contractor, estimates of cost for fixed rates including those applicable to proposed changes, and for any other
         reasonable purposes including any and all records of the Contractor for the purpose of verifying compliance with the
         "Conflict of Interest/Business Ethics" provision (section 16.0) included herein.

         15.2    APPLICABILITY: This provision shall apply to all Contracts except those performed solely on a lump-sum
         basis. However, where lump-sum and time and materials work (unit price, reimbursable cost, fixed rates, etc.) are
         performed together, either as a part of this Contract or as separate Contracts, then the above audit privilege shall
         also extend to the Court access to all Contractor's records pertaining to all Contracts including the lump-sum for
         assurance that the portions of the Work performed on a time and materials basis are not being charged with time,
         material or other units or cost which are intended to be covered by lump-sum or fixed rates, etc., provided herein,
         supplement hereto or in such other agreements.

         15.3     ACCOUNTING: The Contractor's and its Subcontractors' accounts shall be kept in accordance with generally
         accepted accounting principles in the particular industry and shall be kept in such a manner and in sufficient detail to
         clearly disclose the nature and amounts of the different items of service and cost pertaining to the Contract and the
         basis for charges or allocations to the Contract.

         15.4     RETENTION OF RECORDS: Contractor will maintain all financial Data, supporting documents, and all other
         records relating to performance and billing under this Agreement for a period in accordance with state and federal
         law. The minimum retention period will be four years from the date of the submission of the final payment request or
         until audit findings are resolved, whichever is later.

         15.5     ADJUSTMENTS: Contractor shall promptly adjust any inaccuracy in the billings. Adjustments shall accrue
         interest, compounded monthly, and at a rate equal to the reference rate charged by the Bank of America, NT&SA,
         San Francisco, California, at the beginning of each month, from the date of payment of the invoice being adjusted to
         the date that the adjustment is paid.

         15.6      SUBCONTRACTORS: The Contractor shall include the necessary provisions in its Subcontracts to ensure
         that its Subcontractors comply with this provision.

16.0     CONFLICTS OF INTEREST/BUSINESS ETHICS

         16.1    REASONABLE CARE: Contractor shall exercise reasonable care and diligence to prevent any actions or
         conditions which could result in a conflict with the Court's interest.



RFP 1011-JS111010                                                  49
                                                                                                          RFP 1011-JS111010
                                                                                                            Janitorial Services
                                                                                                                 Attachment A
                                                                                                Contract Terms and Conditions
         16.2    TERM: During the term of this Contract, Contractor's employees will not accept any employment or engage
         in any work which creates a conflict of interest with the Court or in any way compromises the Work to be performed
         under this Contract.

         16.3     PROHIBITION AGAINST GRATUITIES: Contractor covenants that no gratuities, in the form of
         entertainment, gifts, or otherwise, were offered by Contractor or any agent, director, or representative of Contractor,
         to any officer, official, agent, or employee of the Court, in an effort to secure the Agreement or favorable treatment
         with respect to any determinations concerning the performance of the Agreement. For any breach or violation of this
         covenant, the Court has the right to terminate the Agreement for cause, wither whole or in part. Any loss or damage
         sustained by the Court in procuring, on the open market, replacement goods or services that Contractor agreed to
         provide, will be borne and paid for by Contractor. The Court’s rights and remedies under this provision are in
         additional to any other rights and remedies provided by law or under this Agreement.

         16.4     ACCURATED DOCUMENTATION: All financial statements, reports, billings, and other documents rendered
         shall properly reflect the facts about all activities and transactions handled for the account of the Court.

         16.5     CONFLICT OF INTEREST: Contractor covenants that it and its Subcontractors presently have no interest,
         and will acquire no interest, which would directly or indirectly conflict in any manner or to any degree, with the full and
         complete performance required under this Agreement. Contractor further agrees to submit full disclosure
         statements, if required by law to do so, pursuant to the requirements of the California Fair Political Practices Act or
         any other applicable federal or state law, regulation, or conflict of interest code.

                    16.5.1 Contractor and its Subcontractors and employees will not participate in proceedings that involve the
                    use of the Court funds or that are sponsored by the Court if the Contractor, its Subcontractors, or their
                    employees, principals, partners, family members, or organizations have a financial interest in the outcome of
                    the proceedings.

                    16.5.2 Contractor and its Subcontractors and employees will not engage in actions resulting in, or creating
                    the appearance of:
                               1. use of an official position with the government for private gain;
                               2. preferential treatment to any particular person associated with this Work or Agreement;
                               3. impairment of the Court’s independence or impartiality;
                               4. a decision made outside official channels; or
                               5. adverse effects on the confidence of the public in the integrity of the Court.

         16.6   NOTIFICATION: The Contractor shall immediately notify the Court of any and all violations of this clause
         upon becoming aware of such violation.

17.0   HAZARDOUS MATERIALS: The California Health and Safety Code requires businesses to provide warnings prior to
exposing individuals to materials listed by the Governor as chemicals "known to the state to cause cancer, birth defects, or
reproductive harm." The Court uses chemicals on the Governor's list at many of its facilities. In addition, many of these
chemicals are present at non-the Court-owned facilities and locations. Accordingly, in performing the Work or services
contemplated under this agreement, Contractor, its employees, agents, and Subcontractors may be exposed to chemicals on
the Governor's list. Contractor is responsible for notifying its employees, agents and Subcontractors that Work performed
hereunder may result in exposures to chemicals on the Governor's list.

18.0     DRUG AND ALCOHOL ABUSE POLICY

         18.1      PREFACE: The Court is committed to maintain and promote job safety and health for all workers at its
         facilities. In addition, the Court is determined to protect its employees, customers, and the general public while they
         are on the Court property from any harm caused by illegal drug and alcohol use by non-Court personnel. To
         accomplish these objectives, the Court has established the following drug and alcohol abuse policy for access to the
         Court facilities by its Contractor and Subcontractor personnel. Contractor certifies that it and its Subcontractors will
         provide a drug-free workplace as required by Calif. Gov. Code, § 8355-8357.



RFP 1011-JS111010                                                50
                                                                                                         RFP 1011-JS111010
                                                                                                           Janitorial Services
                                                                                                                Attachment A
                                                                                               Contract Terms and Conditions
         18.2    COVERAGE: This policy applies to the personnel of all the Court Contractors and Subcontractors providing
         maintenance, construction, and related services at the Court facilities. The Court employees are covered by the
         Court's Drug Prevention Policy and the Court Standard Practice on employee conduct.

         18.3       POLICY:

                    18.3.1 The Court may deny access to, or remove from, its facilities the personnel of any Contractor or
                    Subcontractor, who the Court has, reasonable grounds to believe has:

                            18.3.1.1          Engaged in alcohol abuse or illegal drug activity which in any way impairs the
                            Court's ability to maintain safe Work facilities, to protect the health and well-being of the Court
                            employees, customers, and the general public, and to promote the public's confidence in the Court's
                            service and operations; or

                            18.3.1.2          Been found guilty, pled guilty, or pled nolo contendere to a charge of sale or
                            distribution of any illegal drug or controlled substance as defined under Federal or California law
                            within the past five years, whether or not the criminal record was later expunged or sealed by a the
                            Court order.

                    18.3.2 The following activities are prohibited at all facilities owned or leased by the Court:

                            18.3.2.1          Possessing, furnishing, selling, offering, purchasing, using or being under the
                            influence of illegal drugs or other controlled substances as defined under Federal or California law;

                            18.3.2.2         Possessing, furnishing, selling, offering, or using alcoholic beverages, or being
                            under the influence of alcohol.

                    18.3.3 Where reasonable cause exists that paragraph 18.3.2 of this policy has been violated, the
                    Contractor or Subcontractor must inform the Court. The Contractor or Subcontractor is also expected to take
                    any or all of the following actions unless prohibited under governing collective bargaining agreements.

                            18.3.3.1         Search the individual, his or her vehicle, locker, storage area, and personal effects;

                            18.3.3.2         Require the individual to undergo a medical examination to determine their fitness
                            for duty. Such examination shall include obtaining a urine and/or blood specimen for drug or alcohol
                            analysis unless the examining physician deems such tests to be inappropriate;

                            18.3.3.3         Take any other appropriate action to determine if there has been a violation of
                            paragraph

                    18.3.4 Refusal to comply with a request made under this section shall be grounds for denying access to, or
                    immediate removal from, any the Court facility.

                    18.3.5 Any individual who has been denied access to, or removed from, the Court facilities or violating this
                    policy may obtain permission to enter or reenter provided the individual establishes, to the satisfaction of
                    their employer and the Court, that the previous activity which formed the basis for denying access or removal
                    has been corrected and his or her future conduct will conform with this policy. The Court retains the right of
                    final approval for the entry or reentry of any individual previously denied access to or removed from the Court
                    facilities.

19.0     INJURY AND ILLNESS PREVENTION PROGRAM: In the performance of the Work under this Contract, Contractor
acknowledges that it has an effective Injury and Illness Prevention Program which meets the requirements of all applicable
laws and regulations, including but not limited to Section 6401.7 of the California Labor Code. Contractor shall ensure that
any Subcontractor hired by Contractor to perform any portion of the Work under this Contract shall also have an effective
Injury and Illness Prevention Program.


RFP 1011-JS111010                                                  51
                                                                                                          RFP 1011-JS111010
                                                                                                            Janitorial Services
                                                                                                                 Attachment A
                                                                                                Contract Terms and Conditions

20.0     CONFIDENTIAL INFORMATION

         20.1     REQUIREMENT OF STRICT CONFIDENCE: While performing Work under this Agreement, Contractor and
         its Subcontractors may gain access to Confidential Information that, if disclosed to Third Parties, may be damaging
         to the Court, its personnel, the Court users, or other government entity. Neither Contractor nor its Subcontractors
         acquires any right or title to the Confidential Information, and Contractor and its Subcontractors agree not to disclose
         any Confidential Information to any Third Party. All Confidential Information disclosed to Contractor or its
         Subcontractor will be held in strict confidence and used only in performance of Work under this Agreement. In the
         event of any unauthorized disclosure or loss of Confidential Information, Contractor will immediately provide Notice to
         the Court, with pertinent details of the unauthorized disclosure or loss, and any remedial measures taken. Contractor
         and its Subcontractor may be required to sign a confidentiality agreement.

         20.2     PERMISSIBLE DISCLOSURES: Contractor may disclose the Court’s Confidential Information on a “need to
         know” basis to Contractor’s employees and Subcontractors and any representatives of the Court that are working on
         the project. Additionally, Contractor may disclose the Confidential Information, to the extent necessary to (i) comply
         with any applicable law, rule, regulation, or ruling; (ii) respond to any enforceable summons or subpoena; or (iii)
         enforce its rights under this Agreement.

21.0    PROHIBITED BIDS FOR END PRODUCT OF THIS AGREEMENT: No person, firm, or subsidiary thereof which has
been awarded a consulting services agreement may submit a bid for, or be awarded an agreement for, the provision of
services, procurement of Materials or Data, or any other related action which is required, suggested, or otherwise deemed
appropriate in the end product of this Agreement. This provision will not apply to any person, firm, or subsidiary thereof,
which is awarded a subcontract under this Agreement in an amount no more than ten percent of the total monetary value of
this Agreement.

22.0     SCOPE OF WORK; ACCEPTANCE

         22.1    SCOPE OF WORK: Contractor will perform and complete all Work described in Exhibit C – Scope of
         Services, in compliance with the requirements of this Agreement, and to the satisfaction of Court

         22.2      ACCEPTANCE: All Work provided by Contractor under this Agreement is subject to written
         acknowledgement and acceptance by Court’s Project Manager. The Court’s Project Manager will apply acceptance
         criteria (including timeliness, completeness, technical accuracy and conformance to statistical, industry or
         marketplace standards) to determine acceptance or non-acceptance of the Work. Project Manager shall use the
         Acceptance and Sign-off Form to notify the Contractor of acceptance or non-acceptance. If the Work is not
         acceptable, Project Manager shall detail its failure to meet the acceptance criteria. Contractor shall have ten
         business days from receipt of Acceptance and Sign-Off Form to correct the failure(s) to conform to the acceptance
         criteria. Contractor will re-submit the Work and the Project Manager shall re-apply the acceptance criteria to
         determine its acceptance or non-acceptance. Thereafter, the parties shall repeat the process set forth in this Section
         18 until Contractor’s receipt of Court’s written acceptance of such corrected Work; provided, however, that if Court
         rejects any Work on at least two (2) occasions, Court may terminate that portion of this Agreement which relates to
         the rejected Work at no expense to Court.

         22.3     PRIOR WORK: Prior work, performed by Contractor pursuant to Court’s authorization, but before execution
         of this Agreement, will be considered as having been performed subject to the provisions of this Agreement.

         22.4    NON-EXCLUSIVITY: This is a non-exclusive agreement. Court reserves the right to perform, or have others
         perform the Work of this Agreement. Court reserves the right to bid the Work to others or procure the Work by other
         means.

23.0     STANDARD OF PERFORMANCE; WARRANTIES

         23.1    STANDARD OF PERFORMANCE: Contractor will perform all Work with the requisite skill and diligence
         consistent with professional standards for the industry and type of work performed under the Agreement, and


RFP 1011-JS111010                                              52
                                                                                                         RFP 1011-JS111010
                                                                                                            Janitorial Services
                                                                                                                 Attachment A
                                                                                              Contract Terms and Conditions
         pursuant to the governing rules and regulations of the industry. Contractor understands that the Court relies on the
         accuracy, competence, and completeness of Contractor’s services.

         23.2   WARRANTIES:
         The Contractor represents and warrants to the Court the following:
             i. The Contractor has all licenses and qualifications legally required for the Contractor to provide the Services.
            ii. The Contractor's maintenance of such licenses is a condition precedent and subsequent to the Court's
                continuing obligation to fulfill its promises under this Agreement.
           iii. The Contractor shall provide all updates to such licenses and qualifications, and approvals to the Court as
                they occur.
           iv.  The Contractor will perform the Services in a professional, competent, timely and good faith manner.
            v.  Each of Contractor’s employees, independent contractors or agents assigned to provide Services pursuant
                to this Agreement shall have the skills, training, and background reasonably commensurate with his or her
                level of performance or responsibility, so as to be able to perform in a competent and professional manner.
           vi.  Contractor further warrants that the Service provided hereunder will conform to the requirements of this
                Agreement.
          vii.  The Contractor’s performance of the Services under this Agreement is not inconsistent with any obligation
                the Contractor has to others nor will the Contractor engage in any activities inconsistent with or in conflict
                with any provision hereof.
          viii. The Contractor will comply with all applicable laws, rules, codes, and regulations in performance of the
                Services and all obligations pursuant to this Agreement.
           ix.  All warranties, including any special warranties specified elsewhere herein, shall inure to the Court, its
                successors, assigns, and any other recipients of the Services provided hereunder.

24.0   SURVIVAL: Terms that will survive termination or expiration of this Agreement include, but are not limited to:
Assignment, Audit Rights and Retention of Records, Confidentiality, Indemnification, Limitation of Liability, Warranties.

25.0    TIME IS OF THE ESSENCE: Time of performance is of the essence in the performance of services by Contractor
under this Agreement.

26.0     WAIVER; SEVERABILITY

         26.1     WAIVER OF RIGHTS: Court’s action, inaction, or failure to enforce any right or provision of this Agreement
         is not a waiver of its rights, and will not prevent Court from enforcing such rights on any future occasion.

         26.2    SEVERABILITY: Should the application of any provision of this Agreement to any particular facts or
         circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of
         other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced
         to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action
         by the parties to the extent necessary to make such provision valid and enforceable.
.
27.0   DISPUTE RESOLUTION: Court and Contractor will attempt, in good faith, to resolve any disputes informally.
Contractor will meet with Court’s Project Manager or other designated representative to discuss the matter and any actions
necessary to resolve a dispute.

         27.1     ESCALATION: If a dispute remains unresolved following Notice by either party, each party’s Chief Executive
         Officer (“CEO”) or designated representative will meet to exchange information and attempt resolution within fifteen
         days of the effective date of the Notice. If the matter is not resolved as set forth in section 27.1, the aggrieved party
         will submit a second Notice which will:
                        i. provide detailed factual information;
                       ii. identify the specific provisions in this Agreement on which any demand is based;
                      iii. advise if the demand involves a cost adjustment and, if so, provide the exact amount, accompanied
                           by all supporting records; and




RFP 1011-JS111010                                               53
                                                                                                            RFP 1011-JS111010
                                                                                                              Janitorial Services
                                                                                                                   Attachment A
                                                                                                  Contract Terms and Conditions
                     iv. attach a declaration that the demand is made in good faith, the supporting data are accurate and
                          complete, and the amount requested properly reflects the necessary adjustment. Notice will be
                          signed by an authorized representative of the aggrieved party.
         Each party will comply with reasonable requests for additional information. Any additional information will be
         provided within fifteen days after receipt of a written request, unless otherwise agreed.

         27.2     CONFIDENTIALITY DURING DISPUTE RESOLUTION: All dispute resolution negotiations are considered
         confidential, and will be treated as compromise and settlement negotiations, to which California Evidence Code §
         1152 applies. Pending final resolution of any dispute, Contractor agrees to proceed diligently with the performance of
         the Work, including Work associated with the dispute, unless otherwise directed by Court. Contractor’s failure to
         diligently proceed in accordance with Court’s instructions will be considered a material breach of the Agreement.

28.0     FORCE MAJEURE: Force Majeure events include, but are not limited to:
                   i. catastrophic acts of nature, or public enemy;
                  ii. civil disorder;
                 iii. fire or other casualty for which a party is not responsible; and
                 iv. quarantine or epidemic.

The party asserting a Force Majeure event will immediately provide Notice to the other party of the occurrence and nature of
the Force Majeure event, and its expected impact on schedule. The party claiming Force Majeure will use commercially
reasonable efforts to continue or resume performance, including alternate sources or means. Contractor will have no right to
additional payment for costs incurred as a result of a Force Majeure event. Any assertion of a Force Majeure event by
Subcontractors will be attributed to Contractor.

29.0    PUBLIC CONTRACT CODE REFERENCES: References to the Public Contract Code are provided for convenience
only. The Public Contract Code does not apply to Court, but is referenced to clarify Contractor’s obligations, if specific code
sections are cited.

30.0   TRAVEL POLICY: The Court shall reimburse the Contractor for pre-approved travel costs, meals and lodging at the
same rate paid to Court employees, if required for the performance of services requested by the Court. In order to receive
reimbursement for travel expenses the following must be done:

Contractor will submit a travel plan to the Court for review and written approval prior to incurring expenses for travel that may
be required in performance of this Agreement. The travel plan will include the date(s) for travel, reason travel is required,
and an estimate of the potential expense. The Court will compensate Contractor for authorized travel expenses in
accordance with the approved travel plan, or any authorized changes to the travel plan that have been approved by the Court
in writing (e.g., letter, e-mail, etc.), and the relevant sections of the Administrative Office of the Courts (“AOC”) Travel Rate
Guidelines. A copy of the AOC Travel Rate Guidelines (Attachment F) are attached and incorporated into this Agreement.

Invoicing Requirements for Travel Reimbursement: Contractor will provide copies of receipts and invoices for reimbursement
of travel expenses that have been incurred in accordance with the travel plan that has been approved by the Court, or any
authorized changes to the travel plan that have been approved by the Court in writing (e.g., letter, e-mail, etc.). The Court
will not pay travel expenses that have not been authorized in writing.

31.0     ENTIRE AGREEMENT

         31.1     Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are
         not part of this Agreement, and will not be used to interpret or determine the validity of this Agreement.

         31.2   This Agreement was negotiated between the parties, and neither party “prepared” this Agreement for
         purposes of California Civil Code §1654. Any ambiguity will not be construed against the drafter, but rather the terms
         and provisions will be given a reasonable interpretation.

         31.3   This Agreement constitutes the entire and final understanding of the parties regarding this matter, and
         supersedes and terminates any and all prior or contemporaneous negotiations, representations, understandings,


RFP 1011-JS111010                                              54
                                                                                                          RFP 1011-JS111010
                                                                                                            Janitorial Services
                                                                                                                  Attachment A
                                                                                               Contract Terms and Conditions
         discussions, offers, proposals, or agreements between the parties, whether written or oral, express or implied,
         relating in any way to the this matter.

                             END OF CONTRACT TERMS AND CONDIITONS (Attachment A)




RFP 1011-JS111010                                             55
                                                                                                  RFP 1011-JS111010
                                                                                                    Janitorial Services
                                                                                                         Attachment B
                                                                                                      Court Locations
                                         ATTACHMENT B
                     COURT LOCATIONS, HOURS OF OPERATION & HOLIDAY SCHEDULE

COURT LOCATIONS:

Modesto Main Courthouse                                     Department 16 and IV-D clerk’s office
      th                                                          th
800 11 Street                                               801 11 Street
Modesto, CA 95354                                           Modesto, CA 95354
Approximate Square Footage for cleaning: 85,000             Approximate Square Footage for cleaning: 4,409

Juvenile Courthouse                                         Traffic Courthouse
2215 Blue Gum Avenue                                        2260 Floyd Avenue
Modesto, CA 95358                                           Modesto, CA 95355
Approximate Square Footage for cleaning: 3,400              Approximate Square Footage for cleaning: 10,200



HOURS OF OPERATION FOR ALL LOCATIONS:
8:00 a.m. to 5:00 p.m.

COURT HOLIDAYS OBSERVED AT ALL LOCATIONS:
  • January 1, New Year's Day
  • The third Monday in January, Martin Luther King Day
  • February 12, Lincoln’s Birthday
  • The third Monday in February, Presidents’ Day
  • March 31, Cesar’ Chavez Day
  • The last Monday in May, Memorial Day
  • July 4, Independence Day
  • The first Monday in September, Labor Day
  • November 11, Veterans Day
  • The fourth Thursday in November, Thanksgiving Day
  • The day after Thanksgiving Day
  • Dec 25, Christmas Day
Note: Every Monday following a Sunday that falls on January 1, February 12, March 31, July 4, November 11 or
December 25.

Note: Every Friday preceding a Saturday that falls on January 1, February 12, March 31, July 4, November 11 or
December 25.

Note: Columbus Day, the second Monday in October, is a state holiday that is observed by the judges. Court
employees are required to work this day "behind closed doors." After hours janitorial services only will be provided on
this day.




                                                End of Attachment B


RFP 1011-JS111010                                         56
                                                                                            RFP 1011-JS111010
                                                                                              Janitorial Services
                                                                                                   Attachment C
                                                                                        Vendor Certification Form
                                            ATTACHMENT C
                                       VENDOR CERTIFICATION FORM

I certify that neither __________________ (Proposer) nor any of its proposed subcontractors are currently
under suspension or debarment by any state or federal government agency, and that neither Proposer nor
any of its proposed subcontractors are tax delinquent with the State of California. I have listed all contracts
with government or commercial customers during the five years preceding submission of this Proposal.

I acknowledge that if Proposer or any of its subcontractors subsequently are placed under suspension or
debarment by a local, state or federal government entity, or if Proposer or any of its subcontractors
subsequently become delinquent in California taxes, our Proposal may be disqualified.



 _______________________________
Signature

 _______________________________
Printed Name

 _______________________________
Title

 _______________________________
Date




RFP 1011-JS111010                                      57
                                                                                   RFP 1011-JS111010
                                                                                     Janitorial Services
                                                                                          Attachment C
                                                                               Vendor Certification Form
                             VENDOR CERTIFICATION FORM (CONTINUED)

                    List of all Contracts with Government or Commercial Customers
                      during the Five Years preceding Submission of this Proposal




                                        End of Attachment C


RFP 1011-JS111010                                58
                                                                                                   RFP 1011-JS111010
                                                                                                     Janitorial Services
                                                                                                          Attachment D
                                                                                                          Pricing Sheet
                                                   ATTACHMENT D
                                                   PRICING SHEET
                                  (Submit 1 per location for a total of 4 pricing sheets)

Cost shall be submitted as provided in the Attachment additional rows may be added as needed. No other alterations or
changes of any kind are permitted. Bid responses that do not comply will be subject to rejection in total.

The bidder must specify in this section below a cost breakdown showing the total maximum cost to the Court for this
project by month.

The following rate sheet is for submission of Contractors proposed loaded hourly billing rates for each Job
Classification for performance of the work specified. This information is requested to allow the Court to conduct a cost
analysis on the proposal for service. In addition, Contractor is requested to provide the unloaded hourly wage for
each Job Classification and data regarding dollar value(s) of various loaded rate components as follows:

JOB CLASSIFICATION – Title of Contractor’s employee.

LABOR BASE RATE (UNLOADED) – Hourly wage paid to Contractor’s employee and compliance with Living Wage.

FRINGE BENEFITS – Hourly rate that represents costs associated with benefits (insurance, vacation pay, etc.).

DIRECT OVERHEAD EXPENSES (BUSINESS INSURANCE & TAXES) – Hourly rate that represents expenses such
as: FICA, SPIA, state unemployment insurance, advertising, sick pay, drug testing, credit check, state clearance,
permits, etc.

INDIRECT OVERHEAD EXPENSES (BURDEN OVERHEAD) – Hourly rate that represents expenses such as: office
rent, utilities, sales commissions, management benefits, management sales, etc.

PROFIT MARGIN (MARK UP) – Hourly rate that represents profit margin to Contractor.

HOURLY BILLABLE RATE (LOADED) – Hourly rate that represents:

Wage + Benefits + Direct Overhead Expenses + Indirect Overhead Expenses + Profit Margin = Total Hourly Billable
Rate

 Court
 Location:


 Vendor
 Name:

 Total Monthly
 Amount:**           $
 **Sum of Total Labor Amount & Total Supply Amount

                                   BASE                                                                       TOTAL
   JOB                   RATE                    FRINGE
                                  LABOR                          TAX & INS     OVERHEAD       MARK UP        HOURLY
CLASS/TITLE              TYPE                    BENEFIT
                                   RATE                                                                       RATE
                    STRAIGHT
                    STRAIGHT
                    STRAIGHT
                    STRAIGHT


RFP 1011-JS111010                                           59
                                                                                             RFP 1011-JS111010
                                                                                               Janitorial Services
                                                                                                    Attachment D
                                                                                                    Pricing Sheet
                    STRAIGHT
                    STRAIGHT
                    STRAIGHT


                               NUMBER OF                                               EXTENDED AMOUNT
     JOB CLASS/TITLE           HOURS PER            TOTAL HOURLY RATE                (number of hours X hourly
                                 MONTH                                                         rate)




                                               Total Monthly Labor Amount           $

                                                                                       EXTENDED AMOUNT
                                                                                    (number of units X cost per
       SUPPPLY ITEM             # OF UNITS              COST PER UNIT                          unit)




                                               Total Monthly Supply Amount          $


THE COURT SHALL CONSIDER VENDOR’S SUPPLIED STATEMENT OF COSTS TO BE EXHAUSTIVE.

Except as may be provided by laws governing emergency procedures, the Court is not required to reimburse the
Contractor for Services beyond the agreed upon contract scope unless the modified scope is authorized by
amendment and executed by both parties.
                                              End of Attachment D




RFP 1011-JS111010                                      60
                                                                                              RFP 1011-JS111010
                                                                                                 Janitorial Services
                                                                                                      Attachment E
                                                                                  Acceptance of Terms & Conditions
                                               ATTACHMENT E
                                       Acceptance of Terms & Conditions

VENDOR’S ACCEPTANCE OF TERMS OR EXCEPTIONS TO CONTRACT TERMS AND CONDITIONS
(Mark the Appropriate Choice)


_____ Vendor accepts the contract terms and conditions in Attachment A of this RFP without exception.

OR

_____ Vendor proposes the following exceptions to the contract terms and conditions in Attachment A of this
RFP.

NOTE: If exceptions are proposed, vendor must submit a “redlined” version of the term or condition showing all
modifications (additions or deletions, or new provisions) proposed by the vendor. The vendor must also provide an
explanation/rationale as to why each individual modification is required.
(List all exceptions)


______________________________
Signature

______________________________
Printed Name

______________________________
Title

______________________________
Date


                                               End of Attachment E




RFP 1011-JS111010                                        61
                                                                                                    RFP 1011-JS111010
                                                                                                      Janitorial Services
                                                                                                           Attachment F
                                                                                              AOC Travel Rate Guidelines
                                                  ATTACHMENT F
                                              AOC Travel Rate Guidelines

The AOC’s policy and limits on reimbursable travel-related expenses are listed below. To be eligible for lodging
and/or meal reimbursement, expenses must be incurred in excess of 25 miles from headquarters.

Lodging – Receipts are required and each day of lodging claimed must be listed separately on the reimbursement
claim form. Maximum rates are listed below. Exceptions may be considered on a case-by-case basis, and for
centrally booked conferences or meetings.

1. In-state - Actual costs are reimbursable up to a maximum of $110 per day, plus tax and energy surcharge. Within
the counties of Alameda, San Francisco, San Mateo, and Santa Clara, the maximum rate is $140, plus tax and energy
surcharge.
2. Out-of-state – Actual costs are reimbursable with appropriate prior approval.

Meals – Actual costs are reimbursable up to the limits stated below for continuous travel of more than 24 hours.
1. Breakfast – Up to $6.
2. Lunch – Up to $10.
3. Dinner – Up to $18.

Meal reimbursement for one-day trips is taxable and reportable income unless travel included an overnight stay. For
continuous travel of less than 24 hours, actual expenses up to the above limits may are reimbursable if:

1. Travel begins one hour before normal work hours – Breakfast may be claimed.
2. Travel ends one hour after normal work hours – Dinner may be claimed.
Lunch may not be claimed on trips of less than 24 hours.

Incidental Expenses – Up to $6 per day. Incidentals are not reimbursable for one-day trips; they may only be
claimed after 24 hours.

Transportation – The actual cost of tickets for air, rail, bus, rental car, or other forms of public transportation is
reimbursable. The lowest cost ticket available must be purchased. Receipts are required for rental cars and air
travel. For ticketless travel, the traveler’s itinerary may be submitted in lieu of a receipt.

1. The actual costs of cab fare, public parking, and tolls are reimbursable. Receipts are required for all expenses of
$3.50 or more.
2. Mileage – Personal vehicle mileage is reimbursable at current IRS rate.
3. Privately owned aircraft – Reimbursement is $.50 per statute mile. This reimbursement is taxable and reportable
income.

Other Business Expenses – Actual cost is reimbursable. Receipts are required for all other business expenses,
regardless of the amount claimed.

In the event receipts cannot be obtained or have been lost, a statement to that effect and the reason provided shall be
noted in the expense account. In the absence of a satisfactory explanation, the amount involved shall not be allowed.
Further, a statement explaining that a receipt has been lost shall not be accepted for lodging, airfare, rental car, or
business expenses.

Receipts for telephone or telegraph charges related to court business of $2.50 or less are not required. However,
claims for phone calls must include the place and party called.

                                                  End of Attachment F




RFP 1011-JS111010                                            62
                                                                                              RFP 1011-JS111010
                                                                                                Janitorial Services
                                                                                                     Attachment H
                                                                                                    Sign Off Form
                                           ATTACHMENT G
                    Background Check Form (Submitted by Firm Awarded Contract Only)

All persons contracted for services within the confines of the Superior Court of California, Stanislaus County are
subject to screening and clearance for security purposes. Accordingly, all such persons are required to
complete the following information for submission to the Stanislaus County Court protection service for review,
verification and clearance prior to working in the Stanislaus County Court Building.

1. Name: ____________________           ____________________          ___________________
               (LAST)                        (FIRST)                     (MIDDLE)

2. Date of Birth: _____/_____/_____       Sex: ________        Race: _______________

3. Place of Birth: ____________________             ________________________________
                          (CITY)                           (STATE/COUNTY)

4. Marital Status: _______________

5. Height: __________       Weight: __________ Eyes: __________ Hair: ___________

6. Mark, Scars, Tattoos: ___________________________________________________

7. Current Address: _______________________________________________________

8. Telephone Number: _________________________                 ________________________
                               (HOME)                                   (WORK)

9. Social Security Number: _______________ California Drivers License: ____________

10. Have you ever been convicted of a crime?           NO _________           YES _________

If YES, Please give date, arresting agency, charge and disposition (attach additional letter if necessary):


11. Have you ever been incarcerated as a result of any arrest? NO ______ YES ______

If YES, give date, location and duration (attach additional letter if necessary):


12. Name of contractor or agency: ____________________________________________

Submission of false or incomplete information as required may result in refusal of clearance and inability to
perform services within the confines of the Stanislaus County Court Building, and may further result in punitive
action for false statement to the United States Government.

Signature of applicant and date: _____________________________________________________________

COURT USE ONLY
Checked by: ___________________ ______             Date: _____________________

Clearance approved: ___________________            Clearance not approved: __________________________


                                               End of Attachment G


RFP 1011-JS111010                                         63

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:10
posted:8/19/2011
language:English
pages:63
Description: Statewide Rfp Template document sample