CONTRACT FOR JANITORIAL SERVICES This Contract, dated effective July 1, 2012, is between Clean Water Services (District) and Portland Habilitation Center, Inc. (Contractor). RECITALS 1.

District is in need of janitorial services.

2.

Contractor is a Qualified Rehabilitation Facility operating pursuant to Oregon Revised Statutes (ORS) 279.835 through 279.855 and Oregon Administrative Rules (OAR) 125055-0005 through 125-055-0045, and is an experienced provider of janitorial services.

3.

The parties now wish to enter into a contract under which Contractor agrees to provide janitorial services. GENERAL TERMS AND CONDITIONS

1.

2.

Services to be Provided A.

Contractor shall provide the services described in Exhibit A (Scope of Work and Special Terms and Conditions), attached hereto and incorporated herein. Contractor warrants that the services will be performed in a workmanlike manner.

B.

In performing these services, Contractor shall be an independent contractor and not a servant or employee of District. District shall have the right to verify that Contractor's performance meets the requirements of this Contract but shall not have the right to control the manner of Contractor's or Contractor's subcontractors' performance.

C.

No provision of this Contract shall be construed to create a partnership, joint venture, employer-employee, landlord-tenant or principal-agent relationship.

Cost of Services A.

District shall pay Contractor as indicated in Exhibit A. Contractor shall invoice District monthly. District shall have thirty (30) days from the receipt of Contractor's invoice in which to make payment.

B.

In the event of a dispute concerning the amount due under any invoice, District may withhold the disputed amount without incurring interest or penalty charges pending the outcome of the dispute.

C.

District shall have the right to examine Contractor's business records to verify the

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accuracy of Contractor's billing statements. This right of inspection shall extend to all documents necessary to permit adequate evaluation of the billing data submitted. 3.

Duration and Renewal This Contract shall become effective on the date first written on page 1 and shall terminate three years later, unless terminated early pursuant to paragraph 15. The parties may agree to renew this Contract on mutually acceptable terms for two additional oneyear terms. District will notify Contractor of its intent to renew the Contract six months prior to the termination date.

4.

Interference with Performance If at any time Contractor believes that District is in any way hindering, delaying or interfering with Contractor's performance, Contractor shall promptly inform District in writing and shall describe in detail the way in which Contractor believes that such hindrance, delay or interference is occurring. Contractor's failure to promptly inform District in writing shall operate as a waiver of Contractor's right to assert claims or defenses based upon said hindrance, delay or interference. The terms of this paragraph shall not apply to District’s suspension of the work pursuant to paragraph 8 herein.

5.

Time of Performance Time is of the essence. Contractor shall complete all work in accordance with the time requirements contained in Exhibit A.

6.

Excusable Delays Neither District nor Contractor shall be responsible for or liable for damages resulting from delays due to causes beyond their reasonable control, including, but not limited to, acts of God, acts or omissions of governmental authorities, strikes, lockouts, acts of the public enemy, wars, blockades or civil disturbances. In the event of such a delay, the completion date for Contractor's services shall be extended for a period equal to the length of the delay. Contractor shall notify District in writing not more than twenty-four (24) hours after the commencement of any event that Contractor believes will result in such a delay. The failure of Contractor to provide such notice shall result in a waiver of Contractor's right to claim that the delay is excusable.

7.

Changes in Work A.

Without invalidating this Contract, and without notice to any surety, District may, at any time or from time to time, order additions, deletions, or revisions in the work within the general scope of the Contract by a written Change Order. Upon receipt of such document, Contractor shall promptly proceed with the work

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involved, which will be performed under the applicable provisions of the Contract. District shall pay Contractor an amount to be agreed upon by the parties for all additional work. District shall pay Contractor a reduced amount to be agreed upon by the parties in the event District deletes work. B.

8.

Contractor shall perform no work outside the scope of this Contract until the parties have signed a Change Order that describes the work and contains the terms of payment. Contractor shall not be entitled to payment for work outside the scope of this Contract unless the parties signed such a Change Order before Contractor performed the work. All work performed in the absence of such a Change Order shall be considered within the scope of this Contract.

Suspension of Work District may suspend the work at any time by delivering written notice to Contractor. In the event District suspends the work for reasons which are not the fault of Contractor, Contractor shall be allowed an increase in the amount payable to Contractor that is equal to the increase in Contractor's expenses resulting from the suspension. Such expenses must be reasonable, customary and actually incurred. In no case will District be liable for profits lost as a consequence of suspending work.

9.

Project Management Each party shall assign a project manager to the work. The project managers shall be authorized to act on behalf of their respective employers concerning all matters related to this Contract, except, however, that contract amendments shall not be effective unless approved pursuant to paragraphs 19 and 23 of this document. District’s project manager may appoint a site coordinator to act as the project manager’s representative. District’s site coordinator shall have the same authority as District’s project manager unless District informs Contractor otherwise.

10.

Assignment Contractor shall not assign Contractor's rights or duties pursuant to this Contract without first obtaining District’s written consent.

11.

Indemnity/Hold Harmless Contractor shall defend, indemnify and hold harmless District, District’s officers, employees, agents and representatives from and against all claims, demands, penalties, and causes of action of any kind or character, including the cost of defense thereof, including attorney fees at trial and on appeal, arising out of, or in any way occurring incident to, or in connection with Contractor's negligent performance of this Contract, except, however, that the foregoing shall not apply to liability that arises out of District’s negligence.

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12.

Waiver of OTCA Rights Contractor hereby waives all indemnity rights Contractor may have under the Oregon Tort Claims Act which arise as a result of an agency or alleged agency relationship between the parties.

13.

Insurance Neither Contractor nor any subcontractor shall commence work under this Contract until Contractor has obtained all the insurance required in Exhibit A and submitted a certificate of insurance to District. Contractor shall maintain the insurance for the duration of this Contract. Review of the insurance by District shall not relieve or decrease the liability of Contractor. Contractor shall provide for thirty (30) days advance written notice to District’s Risk Manager prior to cancellation.

14.

Damage to Property Contractor shall immediately notify District of all damage to District property or property owned by third parties caused by Contractor. If such damage is the result of negligence on the part of Contractor, District may bill Contractor for the cost of repairs, or deduct the charge from amounts owed the Contractor.

15.

16.

Termination A.

District may terminate this Contract without cause at any time upon the delivery of written notice. In the event of such termination, District shall pay Contractor for all work performed in accordance with the requirements of this Contract prior to the date of termination. District shall not be liable for damages or expenses incurred by Contractor as a result of District's termination.

B.

The termination of this Contract shall not relieve or release Contractor from any liability to District for damages sustained by District by virtue of any breach of this Contract by Contractor or Contractor’s negligence or other conduct, and District may withhold all or any part of any payment due to Contractor upon such termination as a set-off against the amount of any such damages until such time as the exact amount of damages due District from Contractor is determined.

Compliance With Applicable Laws Contractor shall keep itself fully informed of and comply with all federal, state and local laws, regulations and ordinances applicable to this Contract, as those laws, regulations and ordinances may be adopted or amended from time to time. These laws, regulations and ordinances including, without limitation, the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235, and 279B.270, are incorporated by reference herein to the extent

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that they are applicable to the Contract and required by law to be incorporated. Contractor shall pay all taxes, including federal, state, regional, county, and city taxes, and taxes of any other governmental entity, applicable to the services performed or materials provided under this Contract. All permits, licenses, and fees necessary to prosecute and complete the work shall be secured and paid for by Contractor unless otherwise specified by District. 17.

Integration This Contract constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, representations or communications of every kind on the subject. No course of dealing between the parties and no usage of trade shall be relevant to supplement any term used in this Contract. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of this Contract and no waiver by a party of any right under this Contract shall prejudice the waiving party's exercise of the right in the future.

18.

No Contingent Fees Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Contractor any fee or consideration of any kind, contingent upon or resulting from the award or making of this Contract. In the event Contractor breaches the warranty contained in this paragraph, District shall have the right to deduct from the Contract price or otherwise recover the full amount of such fee or consideration.

19.

Amendments/Waivers A.

No waiver of any portion of this Contract and no amendment, modification or alteration of this Contract shall be effective unless in writing and signed by Contractor's authorized representative and District's General Manager or the General Manager's designee.

B.

No change that affects the cost of providing the services in more than a negligible manner may be made to this Contract unless the change is in writing and has been submitted to the State Procurement Office for a re-determination of the price pursuant to OAR 125-055-0030(7).

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C.

20.

Price adjustments shall be based upon and limited to: 1.

changes in the scope of work resulting from Contract amendments or Change Orders; or

2.

changes in the cost of performing the service; or

3.

both.

Third-Party Beneficiaries No provision of this Contract shall in any way inure to the benefit of any third person so as to constitute any such person a third party beneficiary of this Contract or of any one or more of the terms of this Contract, or otherwise give rise to any cause of action in any person not a party to this Contract.

21.

22.

Interpretation of Contract A.

This Contract shall not be construed for or against any party by reason of the authorship or alleged authorship of any provision.

B.

In case of a conflict between the provisions contained in Exhibit A and this document, the provisions contained in Exhibit A shall have precedence.

C.

The paragraph headings contained in this Contract are for ease of reference only and shall not be used in construing or interpreting this Contract.

Severability/Survival If any of the provisions contained in this Contract are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired. All provisions concerning the limitation of liability, indemnity and conflicts of interest shall survive the termination of this Contract for any cause.

23.

Approval Required This Contract and all amendments shall not be effective until approved by District's General Manager or the General Manager's designee and, when required by applicable District rules, District's Board of Directors.

24.

Choice of Law/Venue This Contract and all rights, obligations and disputes arising out of the Contract shall be governed by Oregon law. All disputes and litigation arising out of this Contract shall be

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decided by the state courts in Oregon. Venue for all disputes and litigation shall be in Washington County, Oregon. 25.

“Direct Labor” Audit Requirement If the total annual value of Contractor's contracts with State or Oregon public agencies, including this Contract, exceeds $20,000, Contractor shall conduct an annual audit of its “direct labor” in accordance with the requirements of the OAR 125-055-0035 to determine compliance with ORS 279.835(5)(c) or successor statute. Contractor shall pay for the cost of any audit performed pursuant to this provision.

PORTLAND HABILITATION CENTER, INC.

CLEAN WATER SERVICES

By:

By:

Title:

Date:

Date:

General Manager or Designee

APPROVED AS TO FORM

District Counsel

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EXHIBIT A SCOPE OF WORK AND SPECIAL TERMS AND CONDITIONS 1.

Scope of Work – General Description Contractor shall provide all labor, equipment, materials, and supplies necessary to carry out the janitorial services as described in this Scope of Work at the following District locations:

2.

A.

Durham Facility 16580 SW 85th Avenue Tigard, Oregon

D.

Forest Grove Facility 1345 Fernhill Road Forest Grove, Oregon

B.

Rock Creek Facility 3235 SW River Road Hillsboro, Oregon

E.

Administration Building Complex (ABC) 2550 SW Hillsboro Hwy Hillsboro, Oregon

C.

Hillsboro Facility 770 S 1st Street Hillsboro, Oregon

F.

Field Operations (OPS) Facility 2025 SE Merlo Ct. Beaverton, Oregon

Work Area Descriptions The following table contains an estimate of the quantities of different types of flooring that Contractor will be responsible for at each District location:

Durham Rock Creek Hillsboro Forest Grove ABC Field OPS

Carpet 7,150 11,609 543 270 46,149 5,442

Vinyl & Resilient Tile 15,744 7,814 924 3,134 18,622 0

Total

71,163

46,238

Concrete & Exposed Aggregate Ceramic Tile 1,170 9,044 6,079 3,296 150 0 120 2,461 1,603 11,574 25,637

Total 33,108 28,798 1,617 3,524 68,835 17,016 152,898

The specific Work Areas where Contractor will perform services are shown in the attached Appendices 1 Janitorial Contract Drawings, which are attached hereto and hereby made a part of this Contract. The site plans for Durham, Rock Creek, Hillsboro and Forest Grove are for informational purposes only. Please refer to the specific Page 1 of 14 CONTRACT FOR JANITORIAL SERVICES Exhibit A – Scope of Work and Special Terms and Conditions

drawing number referenced in the Scope of Work to determine the appropriate Work Area. 3.

Scope of Work – Specific Tasks A.

Frequencies Unless otherwise indicated, Contractor shall perform all tasks within the Scope of Work in each Work Area at the frequencies given in this section. If a specific task description states that a task is to be done “as needed,” Contractor shall perform the task as often as necessary to produce the specified result. 1.

Holidays

Except as otherwise stated herein, Contractor is not to work on Contractor’s designated holidays unless specifically requested to by District. Contractor shall empty trash cans and restock restroom supplies in the following Work Areas on the President’s Day holiday: a. b. c. d. e. f.

Field OPS Facility, see Drawings F 1 and F 2; ABC, see Drawings E 1, E 2, and E 3; Rock Creek Administration Building, see Drawing B 2; Rock Creek Operations Building, see Drawing B 3; Durham Administration Building, see Drawing A 2; and Durham Treatment Plant Services Building, see Drawing A 3.

2.

Five days per week

a.

At the Rock Creek Facility: i. ii. iii.

b.

Rock Creek Administration Building, see Drawing B 2; Rock Creek Operations Building, see Drawing B 3; and Rock Creek Trailer, see Drawing B 15.

At the Durham Facility: i. ii. iii.

Durham Administration Building, see Drawing A 2; Durham Treatment Plant Services Building, see Drawing A 3; and Durham Solids Building OPS Center, see Drawing A 10.

d.

At ABC, see Drawings E 1, E 2, and E 3; and

e.

At the Field OPS Facility, see Drawings F 1, and F 2.

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3.

Two days per week a.

At the Hillsboro Administration Building, see Drawing C 2.

b.

At the Forest Grove Facility: i. Forest Grove Administration Building, see Drawing D 2; and ii. Grit Basin Building, see Drawings D 3.

4.

One day per week a.

At the Rock Creek Facility: i. ii. iii. iv. v. vi. vii. viii. ix.

b.

At the Durham Facility: i. ii. iii. iv. v. vi. vii. ix.

c.

Rock Creek Tertiary Building (2nd Floor), see Drawing B 4; Rock Creek Tertiary Building (Lower Level), see Drawing B 5; Rock Creek Dewatering Building (Ground and 2nd Floors), See Drawings B 6, B 7, and B 8; Rock Creek Headworks Building (2nd Floor), see Drawing B 9; Rock Creek Influent Pump Station (Ground Floor), see Drawing B 10; Rock Creek West Blower Building, see Drawing B 11; Rock Creek East Blower Building, see Drawing B 12; Rock Creek Chemical Building, see Drawing B 13; and Rock Creek Struvite Building (Ostara), see Drawing B 14.

Durham Chemical Building (Ground and 2nd Floors), see Drawings A 4 and A 5; Durham Headworks Building, see Drawing A 6; Durham Influent Pump Station (Ground Floor), see Drawing A 7; Durham Digester Complex Control Building (Upper Level), see Drawing A 8; Durham Solids Building (Main Floor), see Drawing A 9; Durham Solids Building (Upper Basement), see Drawing A 10; Durham Liquids Control Building, see Drawing A 11; and Durham 5020 Electrical Room, see Drawing A 12.

Forest Grove Blower Building, see Drawing D 4.

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B.

C.

Carpeted Floors 1.

Vacuuming Contractor shall vacuum all carpeted floors to provide a clean appearance that blends into adjacent areas.

2.

Spot Removal Contractor shall perform spot removal as needed to minimize the development of stains and/or deeply soiled areas, and to maximize the time between deep clean extractions.

3.

Repairs Contractor shall immediately report all significant carpet damage to District’s Project Manager. Contractor shall promptly restore all carpet damage caused by Contractor at no charge.

Vinyl and Resilient Tile Floors 1.

Sweeping and Mopping Contractor shall sweep vinyl and resilient tile floors with a treated dust mop and then wet mop with a neutral cleaner, leaving the floors clean, shiny and non-slippery and leaving walls, baseboards, and other surfaces free of splashing, markings and build-ups of dirt, except for rooms that are delineated as Motor Control Centers (MCC) or Electrical rooms in Drawing Nos. A 5, B 6, and B 7. For MCC or Electrical rooms, Contractor shall: a. b.

Use no liquids as cleaning media. Dry mop and/or sweep floor.

2.

Buffing Contractor shall buff all vinyl and tile floors monthly leaving the floors with a freshly waxed appearance.

3.

Scrubbing and Recoating Contractor shall deep scrub and recoat all vinyl and tile floors quarterly, leaving floors appearing freshly waxed. Contractor shall use products and application techniques that do not result in yellowing.

4.

Stripping, Sealing and Waxing Contractor shall strip, seal and wax all vinyl and tile floors annually. Contractor shall avoid spilling stripper or wax on any surface other than the floor. Contractor shall use products and application techniques that do not result in yellowing.

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D.

E.

Ceramic Tile 1.

Sweeping and Mopping Contractor shall sweep ceramic tile floors with a treated dust mop and then wet mop with a neutral cleaner, leaving the floors clean, shiny and nonslippery and leaving walls, baseboards, and other surfaces free of splashing, markings and build-up of dirt.

2.

Tile Grout Restoration Contractor shall restore grout semi-annually on all grouted tile areas. Contractor shall use National Sanitary’s “tile brite” or equal. Restoration shall result in a tile and grout surface that appears clean and new.

Concrete (Indoor Masonry) and Exposed Aggregate Floors 1.

Concrete a. Contractor shall sweep and wet mop the floor with a neutral cleaner and recover the cleaning solution from the floor to produce a clean, dry floor that is safe for traffic except for MCC or Electrical rooms. b.

Contractor shall machine scrub the floor semi-annually with a desoil/de-greaser cleaning solution and recover the cleaning solution from the floor to produce a clean, dry floor that is safe for traffic except for MCC or Electrical rooms.

c.

For the MCC or Electrical Rooms delineated on Drawing Nos. A 10, A 12, B 2, B 7, B 9, B 10, B 11, B 12, B 14 and D 4, Contractor shall: i. ii.

Use no liquids as cleaning media. Dry mop and/or sweep floor.

2.

Exposed Aggregate Contractor shall sweep and damp mop all exposed aggregate floors.

3.

Resealing Contractor shall reseal all concrete and exposed aggregate floors once upon request on a time and materials basis.

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E.

Hygiene Supplies Contractor shall maintain adequate amounts of the following items in place for use at the specified locations: 1.

Restroom sink areas: hand towels, hand soap;

2.

Toilet areas: toilet seat liners, toilet paper, urinal screens, feminine hygiene napkins and tampons, deodorant for urinals, toilets and restrooms;

3.

Showers: hand soap, shower soap;

4.

Eating areas: table crown napkins, hand towels, hand soap, scrubbing sponge;

5.

Laboratories: hand towels, hand soap.

The product quality of the items Contractor supplies is subject to District approval. F.

Waste Collection 1.

Waste receptacles Contractor shall empty all waste receptacles and all sanitary napkin receptacles. Contractor shall change the waste receptacle liners and disinfect waste receptacles located in food service areas, locker rooms and laboratories. In all other areas, Contractor shall change the liners and disinfect waste receptacles whenever wet waste or food is encountered, but not less often than weekly. In laboratory areas, Contractor shall keep broken glass waste containers less than half full, and in any event shall empty them not less often than twice per week. Contractor shall empty all solid wastes into District-owned containers and shall discard only waste collected from District facilities in these containers. Contractor shall keep areas around outdoor waste receptacles clean. Contractor shall clean all ashtrays.

2.

Recycling Contractor shall collect recyclable materials from the local recycling areas at each Work Area. Contractor shall place the recyclable materials collected in a designated container at each facility.

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G.

Hard Surfaces 1.

Dusting and Disinfecting Hard surfaces include doors, moldings, window frames and sills, mirrors, porcelain and stainless steel fixtures, ventilation grills, switch plates, nonupholstered furniture, window blinds, counter tops, and similar surfaces. Contractor shall clean hard surfaces as frequently as needed to maintain these surfaces in a clean condition. Contractor shall clean and disinfect all telephone handsets weekly, and clean and disinfect all shower, porcelain, and stainless steel fixtures daily, leaving the surface clean and bright, and shall wipe stainless steel fixtures with a treatment to resist water spotting.

2.

High Dusting Contractor shall, starting at the ceiling, clean the ceiling, ventilation grills, walls, shelving, cabinet tops and equipment until they are clean and free of dirt, grime, dust, streaks, marks and spots (collectively, High Dusting), in all Work Areas on a semi-annual basis. Contractor shall perform High Dusting in the Durham Influent Pump Station electrical, mechanical and control rooms on a quarterly basis.

H.

Mats Contractor shall clean all mats, as needed, to keep them clean, without a build-up of dirt around or under the mats.

K.

Exterior and Interior Windows and Screens 1.

Cleaning a.

Contractor shall wash all exterior and interior windows at the on a quarterly basis, leaving the glass and trim clean and free of spots or cleaning streaks in the following Work Areas: i. Durham Administration Building, see Drawing A 2; ii. Durham Treatment Plant Services Building, see Drawing A 3; iii. Rock Creek Administration Building, see Drawing B 2; iv. Field OPS Facility, see Drawings F 1 and F 2; v. Hillsboro Administration Building, see Drawing C 2; and vi. Forest Grove Administration Building, see Drawing D 2. The cost of this work is part of the fixed annual fee.

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b.

At ABC, Drawings E 1, E 2, and E 3, Contractor shall clean all exterior and interior windows, on a semi-annual basis. (This includes all windows that are not exterior building windows and not passage windows). The cost of this work is part of the fixed annual fee.

c.

At ABC, Drawings E 1, E 2, and E 3, Contractor shall remove all screens, clean them and replace them on a semi-annual basis. The cost of this work is part of the fixed annual fee.

d.

At the ABC, Drawings E 1, E 2 and E 3, Contractor shall dust all light shelves on a quarterly basis. The cost of this work is part of the fixed annual fee.

e.

At the ABC, Drawings E 1, E 2. and E 3, Contractor shall clean all rotunda areas in July each year. Rotunda areas are the first floor reception area, the first and second floor interactive areas on the ABC side of the Building, outdoor balconies, top of the interactive area, south face ABC side middle second floor balcony, east end ABC first floor balcony, and east end ABC second floor balcony. The cost of this work is part of the fixed annual fee.

f.

At the Durham Facility, specifically the Administrative Building (Maint. Shop/Tool Room) shown on Drawing A 2, Contractor shall clean the small garage windows, interior and exterior, once yearly, in July. The cost of this work is part of the fixed annual fee.

g.

At the Rock Creek Facility, specifically the Chemical Building in Drawing B 12, Contractor shall clean all windows, interior and exterior, once yearly, in July. The cost of this work is part of the fixed annual fee.

h.

At the Rock Creek Facility, specifically the Dewatering Building in Drawings B 5, B 6 and B 7, Contractor shall clean all windows, interior and exterior once yearly in July. The cost of this work is part of the fixed annual fee.

i.

At the Rock Creek Facility, specifically the Tertiary Building in Drawing B 4, Contractor shall clean all windows, interior and exterior once yearly in July. The cost of this work is part of the fixed annual fee.

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j.

4.

At the ABC (see Drawings E 1 , E 2, and E 3) Contractor shall clean the skylights, on an as-requested basis (includes lift). District shall pay Contractor on a time and materials basis for this work.

Special Terms and Conditions A.

Laboratories Contractor shall use no products containing ammonia in laboratories. Contractor shall not clean counter tops in laboratories.

B.

Computer Rooms Contractor shall not use vacuum sources inside the computer rooms identified on each Drawing at any time unless an adequately sealed and filtered container (e.g., water-type tank) is used. Contractor shall use vacuum nozzles made of nonconducting material (e.g. plastic). Contractor shall mop using only a damp mop, never a wet or dry mop, and shall leave the mop water container outside the room at all times. Contractor shall not use steel wool, and shall dust only with lint-free, anti-static dusting cloths. Contractor shall not sweep if magnetic tapes, disks or drums are included in the system. Contractor shall obtain District’s approval prior to using a cleaning method not described in this section.

C.

Janitorial Service Closets Contractor shall place a notebook in each janitorial closet, containing an MSDS for each supply item. Contractor shall label all secondary containers with the product name and major hazard classification (from MSDS stock container).

D.

Use of District Facilities Contractor shall not use District’s telephones except to contact Contractor’s supervisor or in case of emergency. District will designate a telephone at each location that Contractor may use. Contractor shall not use District’s solid waste receptacles except for disposal of waste generated at the work location. Contractor may use District’s sanitary facilities.

E.

Supervision Contractor’s supervisor shall visit and inspect all Work Areas at least once a week to ensure that work is being performed according to this Scope of Work. District may request more frequent supervisor visits without additional charge. Upon District request, Contractor shall provide copies of its Sign-In and Sign-Out logs showing the Supervisor visited and inspected the Work Areas.

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F.

Communication 1.

Annual Work Schedule Contractor shall provide District’s Project Manager with an annual schedule of work to be performed during the contract year. The schedule must include tasks that are performed monthly or less frequently. The schedule is due May 1 of each contract year.

2.

Monthly Reports Contractor shall prepare a monthly report. The report will describe those tasks that Contractor completed during the month that are listed in the annual work schedule. The report will also note any changes in personnel, and changes in materials and supplies used. The report will describe any problems that were encountered and corrective steps taken. The report will also describe any time and materials work completed during the month. Contractor shall provide District’s Project Manager with access to the report via Contractor’s Website prior to the 15th of each month following the month in which the work was performed.

3.

Dealing with Complaints Address complaints through email using a format agreed to by both parties.

4.

Monthly Meetings and Work Area Inspections Contractor shall meet monthly with District’s Project Manager to inspect Work Areas, discuss the past month’s janitorial issues, including complaints and their resolution, and plan for the future month’s work.

5.

Security Fobs District uses electronic security fobs to allow entry into buildings. Contractor shall keep District informed of the names of employees to whom these security fobs are issued.

G.

Subcontractors Contractor shall not use subcontractors to perform work under this Contract without first obtaining the consent of District’s Project Manager. District hereby consents to the use of subcontractors for window cleaning.

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H.

Uniforms All employees must wear uniforms that clearly identify their employer while performing work under this Contract.

I.

Legal Workers All persons performing work under this Contract must be legally entitled to work in the United States.

J.

Project Managers Contractor’s Project Manager shall be John Foote. If Contractor seeks to establish a substitute Project Manager for this Contract, it will seek District’s approval. District’s Project Manager shall be Robert Partenheimer.

K.

Green Housekeeping for Durham IPS To ensure that janitorial services for the SCADA monitoring room and the VFD drive rooms at the Durham Influent Pump Station identified in Drawing A 7, meet LEED requirements for Green Housekeeping Contractor agrees to adhere to the following guidelines regarding cleaning, cleaning supplies and training. 1.

Guidelines a. Use micro-fiber dusting cloths and flat mops to collect dust and dirt. These outperform traditional dusting and mopping materials and can often be used to remove soils without the need for chemical compounds. These can also be reused for minimal waste. b. Never mix chemicals unless the label directions specifically require it. c. Always dilute cleaning chemicals correctly and accurately. d. Avoid atomizing or spraying cleaning chemicals into the air as a fine mist. e. Avoid stirring up dust and displacing it into the surrounding air. f. Use dampened dust cloths to hold onto the dust instead of stirring it up. g. Avoid over-wetting surfaces during the cleaning process. Over-wetting can leave excess moisture and may encourage mold or mildew growth. h. Provide good ventilation when using cleaning products. i. Ventilate to accelerate drying when feasible. j. Avoid recycling air that contains contaminants. k. Keep all cleaning equipment well maintained. l. Use floor burnishers equipped with proper filtration.

Page 11 of 14 CONTRACT FOR JANITORIAL SERVICES Exhibit A – Scope of Work and Special Terms and Conditions

2.

Cleaning Supply Selection a. Buy cleaning supplies from a vendor that has a commitment to sustainability. b. Buy from a local vendor/manufacturer, whenever possible. c. Use only products certified under the Green Seal’s Standard for Industrial and Institutional Cleaners (GS-37) for cleaning at the Durham IPS. A list of these products may be found at http://greenseal.org/findaproduct/cleaners.cfm. Only cleaning products contained in the list (as modified from time to time) will be deemed acceptable for use at the Durham IPS.

3.

Training Submittal a. Contractor shall submit a copy of its training plan for environmentally sound cleaning techniques (Training Program) for review by District by September 30th of each Contract year. b. All of Contractor’s employees will be trained to understand and abide by the requirements outlined in Contractor’s Training Program. In the event that the Training Program grants exceptions to any requirements contained in this Contract, the Contract shall govern.

5.

Price A.

Fixed Fee District shall pay Contractor a fixed annual fee for all services within the scope of this Contract except for work designated in this Contract to be paid on a time and materials basis. The fixed annual fee for each Contract year shall be as follows: Year 1 (July 1, 2012 through June 30, 2013) Year 2 (July 1, 2013 through June 30, 2014) Year 3 (July 1, 2014 through June 30, 2015)

B.

$ 365,955.48 $ 372,794.88 $ 378,285.12

Changes to Fixed Fee In the event the Scope of Work for annual fee work must be changed significantly due to addition or deletion of tasks or Work Areas, District and Contractor shall negotiate a change in the annual fee. The change will be based on the labor rates, materials reimbursement, equipment rental rates, and subcontractor reimbursement rates indicated in paragraphs 5D, 5E, and 5F below.

Page 12 of 14 CONTRACT FOR JANITORIAL SERVICES Exhibit A – Scope of Work and Special Terms and Conditions

C.

Time and Materials Work District may request that Contractor perform janitorial services that are not performed as a regular part of this Contract. District shall pay Contractor for such work on a time and materials basis.

D.

Materials Reimbursement District shall reimburse Contractor for materials expenses incurred in performing time and materials work at cost plus 10%. Materials expenses include the rental of equipment not owned by Contractor. Contractor shall provide a copy of the bill of sale or rental receipt for any materials expense for which Contractor seeks reimbursement.

E.

Subcontractor Reimbursement Charges for work done by subcontractors will be reimbursed at cost, without markup or addition of administrative fees.

F.

Labor Rates For janitorial services being performed on a time and materials basis, District shall pay Contractor at the following hourly rates: Weekday on-call services $24.85 per hour Overtime/weekend services $30.35 per hour For additional floor care services being performed on a time and materials basis, District shall pay Contractor at the following hourly rates: Weekday on-call services $28.05 per hour Overtime/weekend services $31.25 per hour

G.

Invoices Contractor shall invoice District monthly for one-twelfth of the fixed annual fee, plus the amount of approved time and materials work completed during the month.

H.

Not to Exceed Amount District’s total payment to Contractor under this Contract, including expense reimbursement, shall not exceed the following amounts in each contract year: 1) year one $405,955.48; 2) year two $412,794.88 and 3) year three $418,285.12 without an approved amendment.

Page 13 of 14 CONTRACT FOR JANITORIAL SERVICES Exhibit A – Scope of Work and Special Terms and Conditions

6.

Insurance A.

Contractor shall not commence work under this Contract until Contractor has obtained all the insurance required in this section and submitted a certificate of insurance to District; nor shall Contractor allow any subcontractor to commence work in any subcontract until this insurance has been obtained. Contractor shall maintain the insurance for the duration of the Contract. Review of the insurance by District shall not relieve or decrease the liability of Contractor. The insurance certificates required in the Paragraph 6 for B(2), B(3) and B(4) must list District as an additional insured.

B.

Contractor shall provide District with a current certificate of insurance. The certificate shall provide for thirty (30) days advance written notice to District’s Risk Manager prior to cancellation. The following insurance is required: 1.

Workers compensation in the amount required by Oregon law, and employers’ liability insurance in the amount of $500,000;

2.

Business automobile liability insurance in the amount of $1,000,000 per accident;

3.

Commercial general liability in the amount of $1,000,000 per occurrence; and

4.

Excess liability in the amount of $1,000,000 per occurrence.

Page 14 of 14 CONTRACT FOR JANITORIAL SERVICES Exhibit A – Scope of Work and Special Terms and Conditions