JANITORIAL SERVICES CONTRACT - westvalleysan.org · janitorial services are to be provided by the janitorial services contractor. The Janitorial Services Contract will be issued for

WEST VALLEY SANITATION DISTRICT OF SANTA CLARA COUNTY, CALIFORNIA

100 East Sunnyoaks Avenue Campbell, California 95008

Request For Proposals

For

JANITORIAL SERVICES CONTRACT

REQUEST FOR PROPOSALS FOR JANITORIAL SERVICES CONTRACT

REQUEST FOR PROPOSALS

WEST VALLEY SANITATION DISTRICT OF SANTA CLARA COUNTY, CALIFORNIA

100 East Sunnyoaks Avenue Campbell, California 95008

JANITORIAL SERVICES CONTRACT

Notice is hereby given that the West Valley Sanitation District of Santa Clara County (District) is accepting proposals for janitorial services to be performed at the District Office in Campbell, California. RECEIPT OF PROPOSALS - Sealed proposals will be received at the District office at 100 East Sunnyoaks Avenue, Campbell, California, 95008, until 2:00 PM (local time), on Thursday, March 28, 2019. Proposals received will not be publicly opened or read aloud. All proposals shall be enclosed in an opaque clasped envelope clearly marked as “PROPOSAL FOR JANITORIAL SERVICES. The proposals will be referred to and considered by the Board at a subsequent meeting. PRE-BID MEETING - All bidders interested in submitting proposals for janitorial services are required to attend a mandatory Pre-bid and Facility Inspection Meeting to be held at the District office on Thursday, March 21, 2019, at 10:00 AM. DESCRIPTION OF SERVICES – Janitorial services are to be provided for two buildings located at the District office with a total area to be serviced of approximately 9,000 sf. Typical janitorial services include vacuuming, mopping, sanitizing, dusting, trash collection, filling dispensers, etc. on an established frequency. All consumable supplies required by the janitorial service contractor are to be provided by the District. All cleaning supplies, tools, and equipment needed to perform janitorial services are to be provided by the janitorial services contractor. The Janitorial Services Contract will be issued for an initial three-year term, and may be extended for an additional two (2) three-year terms (for a total possible contract term of nine years, ending June 30, 2028). The RFP package includes a more detailed and complete description of janitorial services and facilities to be serviced. REQUEST FOR PROPOSAL (RFP) PACKAGES – RFP Packages are available to interested parties at no cost beginning March 14, 2019 at the District Office, or requested by telephone at (408) 378-2407, or on the District’s website at www.westvalleysan.org/documents/. DISTRICT’S RIGHT - The District will review all proposals for the purpose of determining that they are responsive and responsible bids. The District will consider the Contractor’s experience and satisfactory performance in previous janitorial contracts. The District reserves the right after opening proposals to reject any or all proposals, waive any informality (non-responsiveness) in a proposal, or to make award to the lowest responsive and responsible proposer and reject all other proposals, as it may best serve the interest of the District.

http://www.westvalleysan.org/documents/

SCOPE OF SERVICES FOR JANITORIAL SERVICES CONTRACT

Janitorial Services Scope of Services Page 1 of 7 March 14, 2019

West Valley Sanitation District

SCOPE OF SERVICES FOR

JANITORIAL SERVICES CONTRACT 1. REPRESENTATION

A. The Contractor Authorized Representative is the individual listed in the Contractor’s Proposal and is the person authorized to contractually bind the Contractor.

B. The Contractor Service Representative is the individual listed in the Contractor’s Proposal and is the person the District Representative will regularly communicate with regarding questions or coordination of the janitorial service being provided. This may be the same individual as the Contractor Authorized representative.

C. The designated District Representative is the Operations Supervisor.

2. WORK SCHEDULE A. The Contractor shall perform Scheduled Janitorial Services Monday through Friday,

except for scheduled District holidays and planned office closures. Reference Appendix 1 – District Holiday Schedule for calendar year 2019 holidays and office closures.

B. Work shall commence no earlier than 4:30 PM during the regular work week. C. The Contractor shall establish their work schedule (start and approximate end times)

with the District Representative prior to the start of each fiscal year. D. The Contractor shall communicate any changes made to the established work schedule

with the District Representative.

3. FACILITY LOCATIONS A. The address of the facility is at 100 East Sunnyoaks Avenue, Campbell, CA B. There are two buildings located at this address that require janitorial services; the

Administration Building and Operations Building. The total floor area requiring service is approximately 9,000 sf. Reference Appendix 2 – Administration and Operations Building Floor Plans.

4. ACCESS TO FACILITY

A. General Use i. Contractor shall provide District with an Employee List of the janitorial cleaning

crew assigned to this Contract and provide an updated list as the crew changes. ii. The janitorial cleaning crew members are the only individuals allowed in the

District facility. Other than District staff, the Contractor shall not allow anyone else access to District facilities.

iii. In the event of an emergency, Contractor employees may use D i s t r i c t t elephones for calling 911. It will be necessary to dial a nine (9) to access an outside line (9 – 911).


B. The Contractor shall be provided with one set of keys to enter the buildings, secured rooms, and dispensers, and one gate access card to open the entry gate.

i. Contractor shall not make copies of any key, or gate access card. ii. Lost, misplaced, or stolen keys shall be reported no later than the following

business day, except exterior door keys, which shall be reported immediately to the District Representative.

iii. The Contractor will be charged $250.00 for each key and access card requiring replacement. The loss of any key or gate access card exceeding two occurrences will be grounds for contract termination.

iv. Keys and gate access card shall at all times be kept secure from all persons other than those they are issued to.

C. The Contractor shall be provided with an alarm access code to activate and deactivate the building alarm system.

i. Contractor is responsible for deactivating the alarm system upon entering the buildings and activating the alarm system upon completion of their work each day.

ii. Contractor shall ensure that all secured rooms and exterior doors are locked upon completion of daily cleaning services and prior to activating the building alarms.

iii. Failure to activate building alarms or lock secured rooms and exterior doors will be grounds for contract termination.

iv. Contractor’s accidental trigger of building alarm resulting in a police response will be charged $250.00 per incident, or actual police charge, whichever is less.

5. CONTRACTOR STAFFING

A. The Contractor shall not use subcontract labor on this contract. All Contractor’s staff working at the District facilities shall be regular employees on the Contractor’s payroll.

B. Given that the Contractor employees will have unfettered access to District facilities and will be generally unmonitored while performing janitorial services, it is important that the Contractor’s employees have met basic hiring and screening standards including:

i. Legal right to work in the United States. ii. Basic ability to speak and comprehend English.

iii. Adequate work and personal references for ability and character iv. Screening for illegal drugs including marijuana metabolites, cocaine

metabolites, opiate metabolites, phencyclidine, and amphetamines. v. Criminal background check for all felony and misdemeanor convictions.

C. The Contractor’s staff shall be properly attired while working at the District facility. i. Wear either a uniform or shirt with Contractor name, or ID badge that identifies

them as employees of the Contractor. ii. Appropriate and safe attire, in other words, no sandals, tank tops, sleeveless

shirts, inappropriate shirt graphics. iii. Neatly groomed and good hygiene practices.

D. The Contractor’s staff shall conduct themselves in a professional and ethical manner while working at District facilities. Certain conduct is strictly prohibited on District property:

i. Smoking inside the buildings. ii. Sleeping on the job.


iii. Unauthorized use/misuse of District equipment. iv. Horseplay. v. Removal of District or District staff personal property from premises.

vi. Consumption of alcoholic beverages or illegal drug usage. E. The District reserves the right to have Contractor remove individuals from the janitorial

cleaning crew if that individual is found to violate Contract guidelines, or otherwise determined to be objectionable or untrustworthy.

6. EQUIPMENT AND SUPPLIES A. The District is responsible for providing Contractor with all consumable supplies

including paper towels, toilet paper, toilet seat covers, trash can liners, and liquid soap, etc.

B. The Contractor is responsible for providing all janitorial cleaning equipment and tools, including wet mops, dusting mops, brooms, dusting cloths, vacuum cleaners, brushes, mop buckets, scouring pads, buffing/wax machines, strip/buffing/waxing pads, carpet steam cleaning equipment, ladders, etc., to perform all services required in the Scope of Services. The equipment used by the Contractor shall be of professional quality and rated as commercial or heavy duty. Equipment to be used shall be clean, well maintained, and capable of performing the intended task.

C. The Contractor is responsible for providing all janitorial cleaning supplies including polishes, detergents, scouring powders and cleansers, disinfectants, floor cleaners, floor wax, carpet shampoo, window cleaners, assorted deodorized urinal screens (Fresh Products Wave 3D urinal screen, or approved equal), etc., to perform all services required in the Scope of Services. The quality of the supplies used shall be of highest quality and shall be used as recommended by the manufacturer. Contractor is not allowed to bring to the District site any cleaning product that does not have a manufacturer’s SDS. See Section 9 Safety Requirements.

D. The Contractor is responsible for restocking and organizing janitorial supply cabinets/closets, and keeping inventory of all consumable supplies and informing the District Representative if these supplies require replenishment.

7. SCOPE OF SERVICES A. General Requirements

i. The Contractor shall furnish all supervision, labor, materials, equipment, and other services as necessary to perform all work.

ii. The Contractor is expected to implement comprehensive hiring and screening standards for their janitorial staff.

iii. All work by the Contractor shall be performed in a professional manner and meet the highest standards of quality and performance.

iv. The Contractor shall provide sufficient personnel, equipment, and janitorial supplies to successfully accomplish the work within a reasonable time frame.

v. Drawings showing approximate facility size, layout, and floor covering types are provided in Appendix 2.


B. Administration and Operations Buildings - Scheduled Janitorial Services i. Daily Work – All Spaces

a. Empty all trash receptacles. If the liner is soiled, the liner should be replaced. If the receptacle is soiled, rinse out and dry. Trash collected should be placed in the garbage bin located outside the exit gate.

b. Empty all recycled paper and recycled product receptacles (kitchens). If the receptacle is soiled, rinse out and dry. Recycled material collected should be placed in the recycled product bins located outside the exit gate. Do not disturb the clear plastic bottle (PETE) or aluminum can receptacles located in both kitchens.

c. Relocate readily moveable furniture and sweep and or dust-mop ceramic tile, and vinyl composition tile floors. Spot clean or damp mop all spots and or stains. Return moveable furniture to original location.

d. In Operations Building damp mop all vinyl composition tile, except in upstairs storage room.

e. Wipe and clean all sink counters, Board Room counter, service counters, dining tables/chairs, and conference tables/chairs.

f. Clean and sanitize all sinks and sink fixtures. g. Clean interior and exterior of Administration Building main entrance double

glass doors. ii. Daily Work – Restrooms and Locker Rooms

a. Any items described in B.i., that may apply. b. Empty and replace the liners in sanitary napkin disposal receptacles. If

the receptacle is soiled, rinse out and dry. c. Damp mop all ceramic tile floors. d. Clean and polish mirrors. e. Clean and sanitize all surfaces of urinals, toilets, and toilet seats. f. Check and fill toilet roll dispensers to ensure there are always two rolls

in place. iii. Three Times Per Week (Monday, Wednesday, and Friday)

a. Vacuum all accessible carpeted areas, including floor mats at exit doors. b. In Administration Building, damp mop all vinyl composition tile and

ceramic tile floors. Damp mop all plastic chair mats at every desk. c. Wipe and clean all readily accessible surfaces (cabinets, dispensers,

appliances, etc.) that show obvious smudges, dirt, grime, food, or other foreign substances.

d. Check and fill all paper towel dispensers if less than half-full. e. Check and replace toilet seat cover refill in dispensers prior to becoming

empty. f. Check paper shredder receptacles and empty if more than half full.

iv. Weekly Work a. Sweep and damp mop rubberized tile in stairwells (2) leading up to the

second floor of the Operations Building. b. Vacuum all accessible carpeted areas in Operations Building Weight

Room. c. Clean and polish all stainless steel dispensers.


d. Check and fill all soap dispensers if less than half-full. e. Clean and sanitize toilet stall dividers and doors. f. Clean and sanitize ceramic tile walls in bathrooms, showers, and locker

rooms. g. Dust around each work station, including accessible surfaces on tables,

chairs, partitions, bookshelves, and filing cabinets. Do not move papers or other materials found on counters or desks.

h. Clean interior and exterior of Operations Building glass exit doors (3) and Administration Building rear exit door window.

v. Monthly Work a. Clean and polish mirrors in Operations Building Weight Room. b. Replace deodorizing urinal screens. c. Check and dispose of trash in exterior cigarette receptacles (2). d. Remove cobwebs as needed. e. Dust all horizontal and vertical blinds.

vi. Semi-Annual a. Sweep and damp mop vinyl composition tile in the second floor Storage

Room in the Operations Building.

C. Administration Building - Optional Services i. Window Cleaning

a. Clean all interior window surfaces. Assume work to be performed on weekend day.

b. Clean all exterior window surfaces. Assume work to be performed on weekend day.

ii. Carpet Cleaning a. Perform full extraction shampoo or steam clean all accessible carpet

floor areas not obstructed by boxes, heaters, cabinets, chair mats, or other unmovable objects. Thoroughly vacuum and pre-treat stains and spots, prior to cleaning. Assume work to be performed on weekend day.

iii. Ceramic Tile Maintenance a. Machine scrub and polish ceramic tile floors and grout lines in

bathrooms. iv. VCT Maintenance

a. Wet spray and buff all accessible VCT floor areas. Move and relocate easily moveable items (chairs, trash and recycle bins, etc.) prior to work.

b. Strip and wax (4 coats) VCT floor. District to remove all moveable items (chairs, tables, computers, wires, trash and recycle bins, etc.) from room prior to work. Assume work to be performed on weekend day.

D. Operations Building - Optional Services i. Window Cleaning

a. Clean all interior window surfaces, including 2nd floor of Weight Room. Assume work to be performed on weekend day.

b. Clean all exterior window surfaces, including 2nd floor of Weight Room. Assume work to be performed on weekend day.


ii. Carpet Cleaning a. Perform full extraction shampoo or steam clean all accessible carpet

areas not obstructed by exercise equipment, equipment mats, cabinets, etc. Thoroughly vacuum and pre-treat stains and spots, prior to cleaning. Assume work to be performed on weekend day.

iii. Ceramic Tile Maintenance a. Machine scrub and polish ceramic tile floors and grout lines in

bathrooms, locker rooms, and shower stalls. iv. VCT Maintenance (not including Storage Room)

a. Wet spray and buff all accessible VCT floor areas. Move and relocate easily moveable items (chairs, trash and recycle bins, etc.) prior to work.

b. Strip and wax (4 coats) VCT floor. District to remove all moveable items (chairs, tables, computers, wires, trash and recycle bins, etc.) from room prior to work. Assume work to be performed on weekend day.

8. SUPERVISION AND QUALITY CONTROL

A. The Contractor Representative shall conduct regular inspections of the Contractor’s cleaning staff and shall be responsible for providing adequate supervision to assure competent and satisfactory performance of the services required under this Contract.

B. The Contractor Representative and the District Representative will jointly inspect the work performed by the Contractor’s staff twice annually (October and April).

C. As part of the joint inspection, the Contractor’s performance will be evaluated will include assessing compliance with all terms stated in the contract and the Scope of Services. If deficiencies are f o u nd , the Contractor shall immediately remedy the deficiency. If the Contractor is unable, or unwilling, to correct the deficiency this may serve as grounds for terminating the Contract, or opting out of extending the next Contract term.

9. SAFETY REQUIREMENTS

A. Contractor’s Duties i. The Contractor has the duty to ensure that all Contractor’s staff has been trained

and familiar with the following Contractor’s written safety programs: Injury and Illness Prevention Program (IIPP), Hazard Communication Program, and New Employee Orientation Program.

ii. The Contractor expressly assumes any and all duties to assure safety on the job site and all areas affected by services provided. Contractor and its subcontractors, if any, shall comply will all applicable federal, state and local safety rules, regulations, requirements and orders in the performance of the contract work. In addition, Contractor and its subcontractors shall comply with all requirements and procedures stated in this document.

iii. The Contractor shall take any additional precautions necessary to prevent injury to all persons (employees, and District staff).

iv. The Contractor has the duty to inform all its employees and suppliers of the safety requirements on its job site and shall enforce these requirements. Contractor shall not allow employees to begin work on District property without a safety orientation specific to the potential hazards of this contract.


B. General Safety Requirements i. The use of alcoholic beverages and/or illegal drugs are strictly prohibited.

Workers who use prescription and non-prescription drugs that may interfere with the ability to work safely are prohibited from the work site.

ii. The Contractor shall be responsible for providing and assuring the use of personal protective equipment (PPE) including but not limited to eye and face protection, safety gloves, hearing protection, respiratory equipment, foot protection, etc. as dictated by the work being performed.

iii. The use of electric equipment or power hand tools shall be protected by approved ground fault circuit interrupters, or shall be double insulated.

iv. Prior to the issuance of a contract, the Contractor shall provide a list of all hazardous materials (all cleaning products) that is planned for use. For each product listed, the Contractor shall submit two (2) SDS copies, or an electronic file, of each cleaning product to the District Representative.

v. For each cleaning product that is not shown on this list, the Contractor must submit two (2) SDS copies, or an electronic file, of each product to the District Representative prior to bringing it on District property.

West Valley Sanitation District Janitorial Services Contract

APPENDIX 1

DISTRICT HOLIDAY SCHEDULE

The following 2019 WVSD Holiday Schedule is representative of the holidays taken each calendar year. The actual day of the week, and or numerical day, may differ for each given calendar year.

Tue, January 01, 2019 New Year's Day Mon, January 21 Martin Luther King Day Mon, February 18 Presidents' Day Fri, April 19 Friday before Easter (1/2 Day) Mon, May 27 Memorial Day Thu, July 04 Independence Day Mon, September 02 Labor Day Mon, September 09 Admission Day Mon, October 14 Columbus Day Mon, November 11 Veterans' Day Thu/Fri, Nov. 28-29 Thanksgiving & Day After Tue/Wed, Dec. 24-25 Christmas Eve/Christmas Day Wed, January 01, 2020 New Year's Day

* The WVSD Office is typically closed the from December 24 to January 1 winter period.

APPENDIX 2

ADMINISTRATION AND OPERATIONS BUILDING FLOOR PLANS

Administration Building

NOTES:

1) Drawing is not to scale.2) Only office spaces are shown. Furniture, fixtures, and cabinetry are not shown.3) Pre-bid meeting and site review is mandatory.

LEGEND:

Carpet

Vinyl Composition Tile

Ceramic Tile

Not In Contract

Concrete

Operations Building

NOTES:

1) Drawing is not to scale.2) Office spaces, cabinetry, and fixtures are shown. No furniture shown.3) Pre-bid meeting and site review is mandatory.

LEGEND:

Rubber Tile


Ceramic Tile

Not In Contract

Operations Building

NOTES:

1) Drawing is not to scale.2) Office spaces, cabinetry, and fixtures are shown. No furniture shown.3) Pre-bid meeting and site review is mandatory.

LEGEND:

Carpet


Rubber Tile

Not In Contract

PROPOSAL DOCUMENTS FOR JANITORIAL SERVICES CONTRACT

Janitorial Services Proposal Documents Page 1 of 17 March 14, 2019

West Valley Sanitation District

PROPOSAL DOCUMENTS FOR

JANITORIAL SERVICES CONTRACT 1. INTRODUCTION

A. West Valley Sanitation District of Santa Clara County (District) is accepting proposals for janitorial services to be performed at the District Office located at 100 East Sunnyoaks Avenue, in Campbell, California.

B. It is the intent of this RFP to secure a contract for dependable, high quality, experienced, and professional janitorial services to provide the necessary cleaning and specified building maintenance services for two buildings located at the District Office.

C. These Proposal Documents contain both the General Requirements of the contract as well as the Proposal Documents required for the Contractor’s proposal.

D. The janitorial services required will be performed on established schedules on a daily, three times per week, weekly, monthly, and semi-annual frequencies. Some specialized cleaning options may be exercised by the District on an as-needed basis, but normally only annually.

E. The Janitorial Services Contract will be issued for an initial three-year term from FY2019-FY2022. The first three-year term will begin on May 1, 2019 and end on June 30, 2022 (38 months). It is the intention of the District to award additional two (2) three-year terms from FY2022-2025 and FY2025-FY2028 (for a possible total contract term of nine years, ending June 30, 2028), however, the District Manager and Engineer has the discretion whether to issue the second and third three-year terms of the contract.

2. REQUEST FOR PROPOSAL (RFP) PACKAGE A. The RFP Package for the Janitorial Services Contract, is comprised of the following

documents: i. Request for Proposals

ii. Scope of Services iii. Proposal Documents iv. Agreement for Janitorial Services

3. SUBMITTAL REQUIREMENTS

A. Proposal documents submitted must contain the items listed below and must be completed and executed by the authorized representative of the Contractor.

i. Proposal Form including Exhibits: a. Proposal For Janitorial Services b. Exhibit A – Contractor Information c. Exhibit B – Statement of Experience and Credit Reference d. Exhibit C – Safety Program Certification and Qualification

B. Sealed proposals will be received at the District office at 100 East Sunnyoaks Avenue, Campbell, California, 95008, until 2:00 PM (local time) on Thursday March 28, 2019.


Proposals received will not be publicly opened or read aloud. All proposals shall be enclosed in an opaque clasped envelope clearly marked as “PROPOSAL FOR JANITORIAL SERVICES”. The proposals will be referred to and considered by the Board at a subsequent meeting.

C. The Cost Proposal consists of two parts; Scheduled Janitorial Services and Optional Services. The basis for determining the lowest bid is based on the total cost of performing these services over the first and second three-year terms (six years).

i. For Scheduled Janitorial Services the Contractor must indicate a monthly unit cost for each fiscal year of the first and second three-year terms and multiply by the respective months shown on the Cost Proposal Form to show the annual or fiscal year cost. The total sum of the first and second three-year terms for Scheduled Janitorial Services is then obtained.

ii. Optional Services are separate cleaning tasks that require the Contractor to indicate a lump sum price for each task shown during the first and second three-year terms (pricing to remain constant during each term). As previously indicated, the Contractor is to assume these tasks are exercised only once annually for bidding purposes. However, the individual optional tasks may, or may not be exercised by the District, or may be exercised more than once annually. The total annual cost of these tasks is to be multiplied by three to obtain the cost over each three-year term.

iii. The cost for Scheduled Janitorial and Optional Services for the third three-year term shall be submitted to the District three months prior to the end of the second three-year term (March 31) for the District’s consideration. The basis for issuing the third three-year term to the Contractor will take into consideration the Contractor’s past performance during the previous terms and the third term costs submitted.

D. If any cost is omitted from the Contractor’s Cost Proposal, the Proposal will be considered unresponsive and not considered for award.

E. If a discrepancy is found between the multiplication of the unit price and the total price, the unit price shall be deemed to reflect the Contractor’s intention and the total price of the Proposal shall be recalculated accordingly.

4. CONTRACTOR REQUIREMENTS

A. Licenses i. The Contractor is required to have and maintain a City of Campbell business license

during the course of this contract. Proof of an active license must be provided to the District prior to the start of the contract and upon its annual renewal.

ii. There is no requirement for licensing through the California State Contractor’s License Board.

B. Bonding i. The Contractor is required to have and maintain a Janitorial Services Surety Bond

with a minimum limit of $50,000 during the course of this contract. The Surety Bond is to be provided prior to the start of each fiscal (contract) year.

C. Insurance i. The Contractor shall procure and maintain for the duration of the contract, insurance

against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

ii. Coverage shall be at least as broad as:


a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

b. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

c. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

iii. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions.

a. Additional Insured Status The District, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used).

b. Primary Coverage For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the District, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

c. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the District.

d. Waiver of Subrogation Contractor hereby grants to District a waiver of any right to subrogation which any insurer of said Contractor may acquire against the District by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the District has received a waiver of subrogation endorsement from the insurer.

e. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the District. The District may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses


and related investigations, claim administration, and defense expenses within the retention.

f. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the District.

g. Verification of Coverage Contractor shall furnish the District with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the District before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The District reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

WVSD Janitorial Services – Proposal Documents Page 5 of 17 March 14, 2019

PROPOSAL FOR JANITORIAL SERVICES CONTRACT

To: District Manager and Engineer, West Valley Sanitation District of Santa Clara County (District), State of California. Submitted By: Name of Company

The Contractor hereby represents and warrants that:

1. It has sufficiently informed itself in all matters affecting the performance of the work, the furnishing of the labor, supplies, material, and equipment called for in carrying out the janitorial services described in this RFP.

2. It has attended the mandatory Pre-bid and Facility Inspection Meeting and has examined the site and is knowledgeable of the facilities to be serviced and its conditions.

3. Its proposal has been thoroughly checked for errors and omissions and all prices stated are complete and correct statements of its proposal for performing all work required by the contract documents.

4. Its proposal is genuine, not a sham or collusive; that it has not induced or solicited any other Contractor to submit a sham proposal or to refrain from proposing; and that it has not in any illegal manner sought to secure for himself any advantage over any other Contractor.

5. It understands that the District reserves the right to reject any and all proposals or to waive any irregularities in the procedures, and to award a Contract to other than the lowest Contractor.

6. It has attached to this Proposal the following Exhibits: i. Exhibit A – Contractor Information

ii. Exhibit B – Contractor Statement of Experience and Credit Reference iii. Exhibit C – Contractor Safety Program Certification and Qualification

7. It shall not add any condition or qualifying statements to this bid, otherwise the proposal may be declared irregular as being non-responsive to the RFP. Failure to attach the Exhibits described above to the Proposal will be grounds for the District to disqualify its proposal.

8. That the monthly cost shown will be used as the basis for monthly payments to the Contractor for scheduled janitorial services during the fiscal year indicated. Optional Services, if elected by the District, will be paid for using the lump sum amount for that task.

9. That the Cost Proposal includes all costs (labor, materials, equipment, tools, sales tax, use tax and other taxes, licenses, bonds, insurance, overhead, profit, travel, and price escalation during the contract period, etc.) that the Contractor believes necessary to perform the work covered in the Contract.


COST PROPOSAL

SCHEDULED JANITORIAL SERVICES First Term Monthly Cost Annual Cost

FY 2019 – 2020 $ X 14* $ FY 2020 – 2021 $ X 12 $ FY 2021 – 2022 $ X 12 $

First Term Cost (3+ Fiscal Years) $ * Term begins May 1, 2019 and is consolidated as part of FY2019-2020

Second Term Monthly Cost Annual Cost FY 2022 – 2023 $ X 12 $ FY 2023 – 2024 $ X 12 $ FY 2024 – 2025 $ X 12 $

Second Term Cost (3 Fiscal Years) $ Total Cost of First and Second Terms $

OPTIONAL SERVICES Item First Term Second Term

Annual Cost Annual Cost Administration Building

Window Cleaning a) Interior Windows $ $ b) Exterior Windows $ $

Carpet Cleaning $ $ Ceramic Tile Cleaning $ $ VCT Maintenance

a) Wet Spray and Buff $ $ b) Strip and Wax $ $

Operations Building

Window Cleaning a) Interior Windows $ $ b) Exterior Windows $ $

Carpet Cleaning $ $ Ceramic Tile Maintenance $ $ VCT Maintenance

a) Wet Spray and Buff $ $ b) Strip and Wax $ $

Total Annual Optional Services $ $ Cost For Each Term (x3) $ $

Scheduled Janitorial Services:(Cost First Term + Second Term) = $ Optional Services: (Cost First Term) = $ (Cost Second Term) = $ TOTAL BID = $


1. I, the undersigned, agree that if this proposal is accepted, I will enter into a Contract for Janitorial Services with the District, agree to all of the requirements and terms and to provide all services described in the RFP Package.

2. I, the undersigned, having carefully checked the above-provided proposal, understand that the District will not be responsible for any errors or omissions on the part of the undersigned in creating this Proposal.

3. I, the undersigned, understand that the District reserves the right to reject any and all

proposals or to waive any irregularities in the procedures, and to award a Contract to other than the lowest Contractor.

4. I, the undersigned, agree that this proposal is valid for sixty (60) days following the

proposal due date and may not be withdrawn within this time frame.

If you are an individual, so state. If a firm or co-partnership, state the firm name and list the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, name of the president, secretary-treasurer, and manager and affix the corporate seal. The statements contained in this Proposal are made under penalty of perjury.

SUBMITTED on , 2019.

If Contractor is:

An Individual

Name (typed or printed):

By: (Individual's signature)

Doing business as:

Business address:

Phone Number: ( ) FAX Number: ( )

A Partnership

Partnership Name:

By: (Signature of general partner -- attach evidence of authority to sign)



Business address:


A Corporation

Corporation Name: (SEAL)

State of Incorporation:

Type (General Business, Professional, Service, Limited Liability):

By: (Signature -- attach evidence of authority to sign)


Title:

Attest: (Signature of Corporate Secretary, Acting Secretary or other officer)

Business address:


Date of Qualification to do business is


EXHIBIT A

CONTRACTOR INFORMATION

General Information Business Name:

Business Type: Sole Proprietorship (Individual) Partnership

Corporation (State of Incorporation: )

Business Federal Tax ID Number: (or SSN if Sole Proprietorship) Date Business Formed: Years in Business: Main Office (Corporate Headquarters) Street Address:

City: State: Zip Code: Local Office (Servicing Contract) Check if Same as Main Office:

Street Address:

City: State: Zip Code:

Current Number of Contracts: Gross Annual Contract Amount: $

Total Number of Janitorial Staff:

Typical number of janitorial staff to be assigned to this contract: Contractor’s Authorized Representative (person authorized to bind the firm contractually) Name: Title:

Work Phone: Cell: E-Mail: Contractor’s Service Representative (main point of contact regarding service during contract) Check if Same as Authorized Representative:

Name: Title:

Work Phone: Cell: E-Mail:


EXHIBIT B

STATEMENT OF EXPERIENCE AND CREDIT REFERENCE

District Qualification Standards The Contractor is required to satisfy certain qualification requirements in order to submit a proposal for this project. Contractors shall complete the entire Statement of Experience and Credit Reference and submit it with their proposal documents. Failure to complete the forms shown below, satisfy any of the requirements, or inclusion of any false statements may be grounds for automatic and immediate disqualification.

1. Contractor must have a City of Campbell business license at the time of contract award and throughout the course of this contract.

2. Contractor must complete the Contractor’s Statement of Experience 3. Contractor must complete the Contractor’s Credit References. 4. Contractor must complete the Safety Program Certification and Qualification and

satisfy at least two of the three established criteria regarding Experience Modification Rate (EMR), Recordable Incident Rate (RIR), and Lost Time Incident Rate (LTIR).

5. The contractor must file with the District all bonds or other sureties and insurance certificates as required by the contract documents.

In addition to being disqualified for not meeting the above qualification requirements, a contractor may be disqualified for any one of the following:

1. Omission or falsification of any material fact or information contained in the contract documents or as otherwise provided to the District as requested.

2. A history of contract terminations, or unsatisfactory performance, which the District staff determines, in its sole discretion, to be excessive.

3. A history of surety claims or adverse civil judgments which the District staff determines, in its sole discretion, to be excessive.

4. A history of violations of any environmental, safety or immigration laws which the District staff determines, in its sole discretion, to be excessive.

1. CONTRACTOR’S STATEMENT OF EXPERIENCE.

A. To qualify, the Contractor must have been engaged in providing commercial janitorial services during the last three years for facilities equal to or larger than 5,000 sf. List three


(3) clients that the Contractor has been providing this service for a minimum period of 12 consecutive months. Provide this project information below.

Name of Client 1

Contract Start/End

Client Contact, Phone #

Size of Facility (Sq Ft)

Name of Client 2

Contract Start/End



Name of Client 3

Contract Start/End



B. List any contract terminations, surety claims, or adverse civil judgments, that Contractor has been involved within the last five years (if more than one, provide information on separate sheet of paper):

1. Has this firm been previously terminated from a contract? Yes No

If yes, provide name of client and explain circumstances.

2. Has there been any surety claims made by a client? Yes No If yes, provide name of client and explain circumstances

3. Has the Contractor been convicted of violating a state or federal law with respect to employment of undocumented aliens within the last five years? Yes No


2. CONTRACTOR’S CREDIT REFERENCES

A. Contractor’s Financial Responsibility. The Contractor hereby gives the District permission to inquire as to its credit status. Reference is hereby made to the following bank and two supply or service vendors that you currently do business with:

Name of Company Contact Phone No.

Bank:

Vendor:

Vendor:


EXHIBIT C

SAFETY PROGRAM CERTIFICATION AND QUALIFICATION

Safety Program Certification The Contractor is required to certify that throughout the contract period they will maintain compliance with federal and state standard safety standards, safety requirements provided in the Scope of Services, and those provided in the safety programs developed by the Contractor. The Contractor’s Safety Officer and the Contractor’s Safety Supervisor responsible for this contract shall be identified. These individuals must execute and submit the Contractor’s Safety Certification Form found at the end of this Exhibit as part of this Proposal. Safety Qualification Form The Contractor must meet the minimum safety requirements the District has established for this project. To qualify the Contractor must meet at least two of the three minimum established safety criteria including: 1) a three-year average Workers’ Compensation Experience Modification Rate (EMR) equal to or less than 1.1 (110%), a three-year average Recordable Incident Rate (RIR) equal to or less than 3.1, and a three-year average Lost Time Incident Rate (LTIR) equal to or less than 1.2.


CONTRACTOR’S SAFETY CERTIFICATION

I/We hereby certify that I/we are the designated Safety Supervisor and or Safety Officer for the CONTRACTOR and that I am qualified through experience, knowledge, and capability to understand and implement the requirements of all Federal, and CalOSHA safety standards, safety requirements provided in the project specifications, and those provided in the CONTRACTOR’s Site Specific Safety Plan. I also certify that I am aware that I have the responsibility for the safety of all persons, including CONTRACTOR AND OWNER, related to the janitorial work while it is being performed. Name: __________________________________ CONTRACTOR’s Safety Supervisor Signature: _______________________________ Date: ________________________ Name: __________________________________ CONTRACTOR’s Safety Officer Signature: _______________________________ Date: ________________________ I hereby acknowledge my responsibilities for safety as described in the Scope of Services and CalOSHA and that I have granted the above individuals the authority to direct all work effort during this contract on behalf of the CONTRACTOR as necessary to comply with safety requirements, hazards, and emergencies. I also certify that we have developed and put into effect the following written safety programs: Injury and Illness Prevention Program (IIPP), Hazard Communication Program, and New Employee Orientation Program, to address specific safety hazards associated with the work being performed. Name: __________________________________ CONTRACTOR’s Safety Supervisor Signature: _______________________________ Date: ________________________


SAFETY QUALIFICATION

A. Experience Modification Rate (EMR)

The following information will be used to determine if you meet the minimum safety requirements for this project. To qualify the Contractor must have a three-year average Workers’ Compensation Experience Modification Rate (EMR) equal to or less than 1.1 (110%).

Company Name:

Contact Name: Telephone:

To verify the above information, we will contact your worker’s compensation insurance carrier. Please authorize your carrier to release this information. Failure to do so will result in automatic disqualification.

Worker’s Compensation Insurance Company:

Contact Person: Telephone:

Signed: Title:

Enter your Experience Modification Rate (EMR) for the last three completed years (available from your insurance carrier). 20____ EMR =

20____ EMR =

20____ EMR = Three-year Average =


B. Recordable Incident Rate (RIR)

The following information will be used to determine if you meet the minimum safety requirements for this project. To qualify the Contractor must have a three-year average Total Recordable Incident Rate (RIR) equal to or less than 3.1. Incident rate information is on your OSHA 300 Log and available from your insurance carrier. Please calculate the RIR for the last three complete years as shown below.

RIR = Total number of Recordable Incidents x 200,000

Total employee’s hours worked Recordable Incidents Total Employee Hours Worked

Company Name:

Contact Name: Telephone: To verify the above information, we will contact your worker’s compensation insurance carrier. Please authorize your carrier to release this information. Failure to do so may result in automatic disqualification.

Workers’ Compensation Insurance Company:


Signed:______________________________ Title: ______________________________

Year Number 20 20 20

Year Hours 20 20 20

Enter your Recordable Incident Rate for each of the last three complete years. 20 RIR =

20 RIR =

20 RIR = Three-year average =


C. Lost Time Incident Rate (LTIR)

The following information will be used to determine if you meet the minimum safety requirements for this project. To qualify the Contractor must have a three-year average Lost Time Incident Rate (LTIR) – cases with days away from work, equal to or less than 1.2. Incident rate information is on your OSHA 300 Log and available from your insurance carrier. Please calculate the LTIR for the last three complete years as shown below.

LTIR = Total number of Lost-Time Incidents x 200,000

Total employee’s hours worked Lost-Time Incidents Total Employee Hours Worked

Company Name:

Contact Name: Telephone:

To verify the above information, we will contact your worker’s compensation insurance carrier. Please authorize your carrier to release this information. Failure to do so may result in automatic disqualification.

Worker’s Compensation Insurance Company:


Signed: ______________________________ Title: ________________________

Year Number 20 20 20

Year Hours 20 20 20

Enter your Lost Time Incident Rate for each of the last three complete years. 20 LTIR =

20 LTIR =

20 LTIR = Three-year average =

AGREEMENT FOR JANITORIAL SERVICES CONTRACT

Janitorial Services Agreement Page 1 of 7 March 14, 2019

WEST VALLEY SANITATION DISTRICT

AGREEMENT FOR JANITORIAL SERVICES BETWEEN WEST VALLEY SANITATION DISTRICT

AND CONTRACTOR

This Agreement (Agreement) for the Janitorial Services Contract is entered into by and between the West Valley Sanitation District of Santa Clara County (District), and [Contractor name] (Contractor), at Campbell, California, as of the later date set forth below the signatures executing this Agreement (hereinafter collectively referred to as the “Parties”).

RECITALS 1. The District intends to initiate a multiple year term contract to perform a variety of janitorial

services at its facilities located at 100 East Sunnyoaks Avenue, Campbell, CA in order to maintain a clean, sanitary, and professional office working environment.

2. On March 14, 2019, the District issued a Request for Proposal (RFP) for the Janitorial Services Contract (Contract) identifying the terms and conditions, and the Scope of Services (Services) required.

3. A mandatory Pre-bid and Facility Inspection Meeting was held on March 21, 2019 for interested

contractors to review the RFP, Services, and the facilities to be serviced.

4. In response to the District’s RFP, the District received and opened proposals on March 28, 2019.

5. The Contractor represents that it has the knowledge and experience to carry out the Services required, and is qualified and prepared to provide such Services in accordance with the Contract.

6. District staff has considered said proposals and based on their review of experience statements,

references, and proposed cost, has concluded that the Contractor submitted the lowest responsive and responsible bid.

7. On April 10, 2019, the District Board approved the award of the Contract to the Contractor and authorized the District Manager and Engineer to award the initial three-year term of the contract to Contractor and provided authority to extend this Contract up to two (2) additional three-year terms.

8. District staff has determined with certainty that there is no possibility that the performance of

janitorial services pursuant to this Contract will have a significant effect on the environment and is exempt from CEQA pursuant to Title 14, Section 15301 of the California Code of Regulations, because this Contract consists of the maintenance of existing public facilities and structures involving negligible or no expansion of use beyond that existing at the time of the award.


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Contract Documents The documents forming the entire Contract between District and Contractor shall consist of this Agreement, the Request for Proposal (RFP) Package, and the executed Contractor’s Proposal Documents which are attached hereto and incorporated herein by reference.

2. Scope of Services Contractor shall perform those services set forth in the Scope of Services found in the RFP Package. 3. Term of Contract The maximum term of this Contract is nine years from FY2019-2020 to FY2027-2028 and will be issued in three (3) three-year terms. The initial three-year term will be issued upon award by the District Board and will begin on May 1, 2019 and end on June 30, 2022, for a total of 38 months. The District Manager and Engineer has the discretion to award the second and third three-year terms, FY2022-2025 and FY2025-2028, respectively. The District shall notify Contractor of its decision to exercise its option to extend this Contract for each an additional three-year term no less than thirty (30) days prior to the end of the then-current term. 4. Schedule of Performance Contractor’s services shall be completed according to the Scheduled Janitorial Services set forth in the Scope of Services found in the RFP Package.

5. Compensation District shall pay Contractor the amount stated in their proposal set forth in the executed Contractor’s Proposal Documents during the first and second three-year contract terms. By March 31, 2025 the Contractor shall submit pricing for the final three-year term (July 1, 2025 to June 30, 2028) for District review. The District will, in part, base its decision to extend the contract for the final term based on the pricing submitted. 6. Payment Schedule Contractor shall submit invoices to District at the beginning of each month for work performed the prior month. Invoices shall contain the following information: • The beginning and ending dates of the billing period; • The monthly amount for Scheduled Services for the applicable fiscal year, and any additional

work performed as Optional Services, and the total due this period.


Invoices shall be submitted via e-mail or U.S. mail to the following address: West Valley Sanitation District Attn: Accounts Payable 100 East Sunnyoaks Avenue Campbell, CA 95008 [email protected] District shall make monthly payments to Contractor, based on valid invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. District shall have thirty (30) days from the receipt of an invoice (that complies with all of the requirements above) to pay Contractor. 7. Taxes and Charges Contractor shall be solely responsible for the payment of all taxes, fees, contributions or charges applicable to the conduct of Contractor’s business. 8. Changes

By written notice or order (including Contractor Claims), District may make changes in scope, quantities, unit pricing, and schedule to the Scope of Services. An equitable adjustment in pricing, if any, shall be negotiated between District and the Contractor within five (5) days after the change is ordered or after the District concurs with a validated Contractor Claim. Nothing in this clause shall excuse the Contractor from proceeding immediately with work as changed. The District shall issue a change order to document the change and the negotiated price adjustment.

9. Termination

a. Termination for Convenience District may terminate this Contract without cause, in whole or in part, at any time by written notice to the Contractor when it is in the District's best interest. The Contractor shall be paid for services performed up to the time of termination. The Contractor shall promptly submit its termination claim to District for such payment upon termination.

b. Termination for Default (Breach or Cause) If the Contractor fails to perform any of its material obligations under this Contract, in addition to all other remedies provided by law, District may terminate this Contract immediately upon written notice.

c. Termination Authority The District Manager and Engineer is empowered to terminate this Contract on behalf of the District.


10. Indemnification and Waiver

a. Contractor’s Indemnification The Contractor shall indemnify, defend with counsel reasonably acceptable to District, and hold harmless District, its officers, employees, volunteers, and agents from and against any and all claims, losses, liability, suits, actions, damages, or causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts (active or passive) or omissions of Contractor or Contractor’s employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of District or its officers, employees, agents or volunteers. District’s acceptance of insurance certificates and endorsements required under this Contract shall not relieve Contractor from liability under this indemnification and hold harmless clause. This clause shall survive the expiration or early termination of this Contract.

b. Contractor’s Assumption of Risk and Waiver of Claims

Contractor agrees to voluntarily assume any and all risk of, and waives any and all claims or causes of action against District, its officers, employees, or agents (“District Parties”) for any and all loss, damage or injury to the person or property of Contractor, its agents, subcontractors, employees, officers, representatives, permittees, and invitees, which may occur in, on or about the District facilities or property at any time in any manner, except such loss, injury or damage as may be caused by the sole active negligence or sole willful misconduct of District Parties.

11. Attorney’s Fees and Costs In the event of a judicial dispute between the Parties with respect to the enforcement or interpretation of this Contract, the prevailing party in such dispute shall be entitled to receive, in addition to such other award as the court may deem appropriate, full reimbursement for its court costs and reasonable attorneys' fees incurred therein.

12. Partial Invalidity In the event that any portion of this Contract or any provision hereof shall be deemed as invalid as contrary to applicable law, the balance of this Contract shall be enforced according to its term, and that portion found unenforceable shall be interpreted and enforced to the extent that it may be within said applicable laws.

13. Disputes All claims, counterclaims, disputes and other matters in question between the District and the Contractor arising out of or relating to this Contract or its breach will be decided by arbitration if


the parties mutually agree, or in a court of competent jurisdiction within the State of California. Pending final resolution of a dispute thereunder the Contractor shall diligently proceed with the services provided under this Contract. 14. Contractor Requirements (Licenses, Bonding, Insurance) Contractor shall provide and maintain licenses, bonding, and insurance requirements as specified in the Contractor Requirements, Paragraph 4.A, 4.B, and 4.C in the Proposal Documents found in the RFP Package.

15. Waiver Contractor agrees that District’s waiver of any breach or violation of any provision of this Contract shall not be deemed to be a waiver of any other provision or a waiver of any subsequent breach or violation of the same or any other provision. District’s acceptance of the performance of any of Contractor’s services will not be a waiver of any provision of this Contract. 16. Independent Contractor

Contractor, in performance of this Contract, is an independent contractor. Contractor shall maintain complete control over all of Contractor’s employees, any subcontractors and Contractor’s operations. Neither Contractor nor any person retained by Contractor may represent, act or purport to act as the agent, representative or employee of District. Neither Contractor nor District is granted any right or authority to assume or create any obligation on behalf of the other.

17. Compliance with Laws and Regulations

Contractor shall comply with all applicable laws, ordinances, codes, regulations, orders, requirements, and policies (collectively, “laws”) of the federal, state, and local governments, including without limitation, any and all laws specified elsewhere in this Contract.

18. Conflict of Interest Contractor shall avoid all conflict of interest or the appearance of conflict of interest in performance of this Contract.

19. Prohibited Interest The parties hereto covenant and agree that to their knowledge no board member, officer, or employee of District, during his/her tenure or for one year thereafter, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of a contracting party other than District. If any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made in writing to the other parties, even if such interest would not be considered a conflict of interest under Article 4, Chapter 1, Divisions 4 and 4.5, Title I of the Government Code of the State of California.


20. Nondiscrimination Contractor shall fully comply with all Federal and State of California laws pertaining to nondiscrimination, and shall not discriminate against or grant preferential treatment to any person, on account of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, material status, or family status, in connection with or related to the performance of this Contract. 21. Gifts Contractor acknowledges that District’s officers and employees are prohibits from accepting gifts. Contractor agrees not to offer any District officer or employee any gift. Contractor’s offer or giving of any gift will constitute a material breach of this Contract. In addition to any other remedies District may have in law or equity, District may terminate this Contract for such breach as provided in Section 7 of this Contract. 22. Confidential Information All data, documents, discussion or other information developed or received by or for Contractor in performance of this Contract are confidential and shall not be disclosed to any person except as authorized by District, or as required by law.

23. Ownership of Materials All records, reports, documents or other materials developed or discovered by Contractor or any other person engaged directly or indirectly by Contractor to perform Contractor’s services are District’s property without restriction or limitation upon their use.

24. Assignability The parties agree that the expertise and experience of Contractor are material considerations for this Contract. Unless specifically authorized by this Contract, contractor may not assign the performance of any obligation or interest under this Contract without the prior written consent of District. Any attempt by Contractor to assign this Contract, in violation of this Section, will be voidable at District’s sole option. 25. Governing Law This Contract shall be construed – and its performance enforced – under the laws of the State of California.

26. Venue

In the event that a lawsuit is brought by either party to this Contract, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

Contractor further agrees that in the event a lawsuit involving this Contract is filed by District,


Contractor will unconditionally accept the jurisdiction of a federal or state court located in Santa Clara County, California.

27. Notices

All formal notices and other communications required or permitted to be given under the Contract shall be in writing and shall be sent via e-mail or U.S. postal service addressed to the respective parties as follows:

District: Contractor: Edward Oyama Director of Engineering and Operation

West Valley Sanitation District 100 East Sunnyoaks Avenue Campbell, CA 95008 [email protected] Notice will be effective on the date delivered or if sent by US Postal Service it will be effective three (3) days after its date stamp. The parties may change their respective addresses in accordance with provisions of this Section. Informal regular communication may be made directly with Kelvin Hatchett, Operations Supervisor at [email protected] or by telephone at (408)385-3012. 28. Authority of District Manager Where this Contract requires or permits District to act and no officer of the District is specified, the District Manager and Engineer or the designated representative of District Manager has the authority to act on District’s behalf.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed.

DISTRICT CONTRACTOR

District Manager and Engineer President/Owner Date Date

mailto:[email protected]