Hitachi RFP for Janitorial FINAL

HITACHI DATA SYSTEMS

Request for Proposal for Janitorial Services Issue Date: September 2, 2014

Hitachi Data Systems - Proprietary & Confidential Page 2 of 36

CONFIDENTIAL

The information contained within this Request for Proposal (RFP) is considered Confidential Information and is not to be disclosed to third parties. All recipients are advised not to contact or discuss the contents of this RFP with COMPANY personnel other than as directed in the RFP. Table of Contents A. Company Background .................................................................................................. 3 B. Purpose ......................................................................................................................... 3 C. Terms of the RFP...........................................................................................................4 D. RFP Terms and Conditions Applied to Final Contract .................................................5 E. Proposal Preparation...................................................................................................... 7 F. Statement of Work for Required Services..................................................................... 9 G. Requirements…..........................................……………………………………………10 H. Pricing ..................................................................……………………………………..13 I. Bid Evaluation Criteria ................................................................................................. 14 J. Sample Contract .......................................................................................................... ..15


RFP for Janitorial Services A. COMPANY BACKGROUND

Hitachi Data Systems provides best-in-class information technologies, services and solutions that deliver compelling customer ROI, unmatched return on assets (ROA) and demonstrable business impact. With a vision that IT must be virtualized, automated, cloud-ready and sustainable, Hitachi Data Systems offers solutions that improve IT costs and agility. With more than 320,000employees worldwide, Hitachi Data Systems does business in more than 100 countries and regions. Hitachi Data Systems products, services and solutions are trusted by the world’s leading enterprises, including more than 70 percent of the Fortune 100 and more than 80 percent of the Fortune Global 100. Hitachi Data Systems believes that data drives our world – and information is the new currency.

About Hitachi, Ltd

Hitachi, Ltd., headquartered in Tokyo, Japan, is a leading global electronics company with approximately 320,000 employees worldwide. Hitachi will focus more than ever on the Social Innovation Business, which includes information and telecommunication systems, power systems, environmental, industrial and transportation systems, and social and urban systems, as well as the sophisticated materials and key devices that support them. For more information on Hitachi Data Systems, please visit the company’s website at http://www.hitachi.com

B. PURPOSE

The goal of this Request for Proposal (RFP) is to identify and implement cost savings opportunities associated with a new janitorial contract. With the goals of reducing costs and improving quality and service, our team intends to engage in a mutually beneficial relationship with a highly qualified vendor that can provide its services on a national scale. Notwithstanding any other provision within this agreement, Bidder participation in this process is voluntary and at Bidder's sole discretion. Price will be a consideration but will not be the sole factor in Hitachi Data Systems decision to award a contractual relationship. Hitachi Data System policy is not to contract for volume commitments and no volume commitment should be inferred from this process or from any of the HDS provided documentation. HDS reserves the right to accept or reject any or all bids from a specific or multiple Bidders for any reason at any time. Hitachi Data Systems also reserves the right at its sole discretion to select or reject any or all Bidder(s) in this process and will not be responsible for any direct or indirect costs incurred by the Bidders in this process.


C. TERMS OF THE RFP RFP Contact. Bruce Elledge [email protected]

Schedule

Milestone Date

RFP Sent to Supplier w/Letter of Intent 9/2/14

Walk- Through (Santa Clara Campus)

9/10/14

Respondent’s Questions Due By Questions Answered By

9/15/14 through 9/29/14

Respondents Proposal Due 10/6/14

Negotiations and Contract Award 10/17/14

Contract Start Date 12/1/14

Due Date All proposals shall be 1) submitted via sealed envelope to Bruce Elledge at 2825 Lafayette Street, Santa Clara, CA. 95050 by 5:00pm on 10/6/14. No electronic bid proposals will be allowed. Hitachi Data Systems reserves the right to reject any proposal submitted by Respondent that is not delivered by such deadline or in the required format. If Respondent does not intend to respond to this RFP, please return the packet and so advise the CONTACT within seventy-two (72) hours of receipt of this RFP via the Letter of Intent document that was sent with this RFP.

Format of Proposals Proposals must be submitted in accordance with the instructions contained in the RFP and must include all information and materials requested in the RFP. Bidders are cautioned that proposals that do not follow the form required by, or contain the information requested in, the RFP shall be subject to rejection without review. All pages of any proposal submitted must be typed in the format embedded in this RFP and all responses must follow the numbering of the Sections and Subsections of the RFP. Bidders may include any additional information and material they wish; however, such material (e.g. alternative services and/or features) shall be identified in a separate attachment ("Attachment"). Any such attachment shall identify the applicable RFP Section or Subsection to which it is responsive and shall be incorporated into and be made a part of the proposal. If Bidder believes that it can offer Contract conditions that may be more favorable to HDS than those set forth in the RFP, Bidder shall include such conditions in a labeled addendum to their response as an Attachment to the proposal. However, Bidder must still complete all specifications as set out in the RFP.

mailto:[email protected]


An authorized officer of the Bidder or other person authorized to bind Bidder in this matter must sign the returned proposals.

Please identify in your response any criteria required by this proposal that you believe you would be unable to meet.

Further Inquiries and Questions Regarding RFP Bidder agrees to designate one point of contact for all RFP and/or proposal communications. This point of contact should be clearly defined in the RFP response, as the single point for questions and clarifications on the RFP response.

HDS Obligations The submission and receipt of proposals does not obligate HDS in any way. HDS are not liable for any costs incurred by Bidders in the preparation, presentation or any other aspect of the proposals received by reason of this request, nor is HDS obligated to negotiate separately with any sources whatsoever in any manner necessary to serve Bidder's best interests. HDS makes no representation, implied or express, that it will accept and approve any proposal submitted. Any and all Contracts which result from this RFP shall be non-exclusive, non-commitment, as-ordered agreements.

Proposal Evaluation Proposals submitted may be reviewed and evaluated by any person at the discretion of our internal evaluation team, including non-allied and independent consultants retained by HDS now or in the future for the sole purpose of obtaining evaluations to proposals. Bidders may be asked to further explain or clarify areas of their proposal in writing during the evaluation process.

Bidders are expected to submit their best bid in response to the RFP.

Our internal evaluation team will notify Bidders, following completion of the evaluation process, whether or not Bidders have been awarded a Contract. The only information regarding status of the evaluation of proposals that the team will give to any inquiring Bidder shall be whether or not that Bidder has been awarded a Contract. HDS may, at its discretion, inform any inquiring Bidder of the reason(s) why it was not awarded the bid.

D. RFP TERMS AND CONDITIONS APPLIED TO FINAL CONTRACT The terms and conditions of the RFP, including the specifications and the completed proposal, will become, at HDS's sole discretion, part of the final Contract (the "Contract") between HDS and the selected Bidder. In the event that responses to the terms and conditions will materially impair a Bidder's ability to respond to the RFP, Bidder should notify HDS in writing of the impairment. If Bidder fails to object to any condition incorporated herein, it shall mean that Bidder agrees with, and will comply with the conditions set forth herein. Any exceptions to the terms and conditions or any additions, which Bidder may wish to include in the RFP, should be made in writing and included in the form of an attachment to the applicable Section in the RFP.

Terms Binding on Bidder Following the date for submission of proposals, and prior to Contract award, the RFP shall be binding upon Bidder in all respects for a period of 120 days.


Hold Harmless In submitting a proposal, Bidder understands that HDS will determine at its sole discretion which proposal, if any, is accepted. Bidder waives any right to claim damages of any nature whatsoever based on the selection process, final selection, and any communications associated with the selection. HDS reserve the right to award the Contract to the Bidder(s) whose proposal is deemed to be the most advantageous in meeting the specifications of the RFP. In addition, HDS reserve the right to waive any requirements contained in this RFP at its sole discretion with regard to proposals submitted.

Confidentiality Provision The terms of this RFP, and all other information provided by Bidder in connection with this review of Janitorial Services, are to be treated by Bidder as strictly confidential and proprietary. Such materials are to be used solely for the purpose of responding to this request. Access shall not be granted to third parties except upon prior consent of HDS and upon the written agreement of the intended recipient to treat the same as confidential. HDS may request at any time that any of HDS's material be returned or destroyed. Should Bidder choose not to respond to this RFP, please respond via email and return all materials and any duplicates thereof to HDS at:

Bruce Elledge Hitachi Data Systems 2825 Lafayette Street Santa Clara, CA 95050

Acceptance of Proposals HDS reserves the right to modify the terms of the RFP at any time at its sole discretion. Subsequent to the submission of proposals, interviews and negotiations may be conducted with some of the Bidders, but there will be no obligation to receive further information, whether written or oral, from any Bidder or to disclose the nature of any proposal received. This RFP should not be construed as an agreement to purchase products or services. HDS is not bound to accept the lowest price or any proposal of those submitted. Proposals will be assessed in accordance with the evaluation criteria.

Evaluation and Selection A committee will evaluate proposals against the mandatory criteria as detailed herein. Proposals meeting all the mandatory criteria will then be assessed and scored against the evaluation criteria found herein. Providing the result of reference checks is satisfactory, it is the intent of HDS to enter negotiations with the Bidder who has the highest overall ranking.

Liability for Errors While HDS has used considerable efforts to ensure an accurate representation of information of this RFP, the information contained in this RFP is supplied as a guideline for Bidders. The information is not guaranteed or warranted accurate by HDS, nor is it necessarily comprehensive or exhaustive. Nothing in this RFP is intended to relieve Bidders from forming their own opinions and conclusions with respect to the matters addressed in this RFP.

Acceptance of Terms All the terms and conditions of this RFP shall be deemed to be accepted by the Bidder and incorporated in its proposal unless specifically notified otherwise.


Ownership of Proposals All documentation, including proposals, submitted to HDS will become the property of HDS.

Bidder Exception Notice If the Bidder believes that either the process or project manager is biased or partial (either for or against) then Bidder is to provide Notice of this exception (in writing) to project manager’s supervisor for analysis and action. E. PROPOSAL PREPARATION This section defines the proposal preparation and submission procedures, which are to be followed by all Bidders. Bidders are cautioned to carefully read and follow the procedures required by this RFP. Please note that deviations may be cause for rejection of your proposal.

Proposal Format Evaluation of proposals is made easier when Bidders respond in a similar manner. The following format and sequence should be followed in order to provide consistency in Bidder response and ensure each proposal receives full consideration. Title page, showing ‘Janitorial Services RFP Response’, Bidder’s name and address, closing date and time, Bidder’s telephone number and a contact person. For the electronic version, this information can be included in the body of the email response, or as an attachment. One page letter of introduction identifying the Bidder and signed by the person or persons authorised to sign and bind the Bidder to statements made in the proposal. The returned RFP will be referenced as an attachment if/when a contractual agreement is executed. For the electronic version, this information can be included in the body of the email response, or as an attachment. Please follow the format of this RFP, placing answers in the text box immediately after sections requiring responses. Please do not enter any information into any part of this document other than the boxes provided. The boxes will expand to accommodate responses of any length. NO CHANGES TO THE LINES, FORMAT OR STRUCTURE OF ANY SPREADSHEETS IS PERMITTED. CHANGING THE SPREADSHEETS IN ANY WAY, OTHER THAN INSERTING THE REQUIRED INFORMATION, SHALL BE CONSIDERED CAUSE FOR YOUR COMPANY’S DISQUALIFICATION FROM FURTHER ANALYSIS AND PARTICIPATION IN THE RFP PROCESS. Any additional information, brochures, etc., can be provided at the discretion of the Bidder and should be clearly labelled and separately attached. Bids must be signed by an officer of the company authorized to bind the corporation to a contract. Where the bidder is a corporation, bids must be signed with the legal name of the corporation followed by the name of the state of incorporation.

Notification of Changes All recipients of this RFP will be notified of any changes made to this document.


Changes to Proposed Wording The Bidder will not be permitted to change the wording of its proposal after closing. No words or comments will be added to the general conditions or detailed specifications unless requested by HDS for the purposes of clarification.

Bidder’s Expenses Bidders are solely responsible for their own expenses in preparing a proposal and for subsequent negotiations with HDS, if any.

Currency and Taxes Prices quoted are to be: a) In United States dollars; b) Inclusive of freight, handling, delivery, permits, etc. c) Inclusive of all taxes.

Completeness of Proposal By submission of a proposal, the Bidder warrants that all components required to manage the program have been identified in the proposal or will be provided by the Company at no charge.


F. STATEMENT OF WORK FOR REQUIRED SERVICES

Intent

HDS requests that you submit a proposal (RFP) for Janitorial Services. BIDDERS ARE REQUESTED TO QUOTE ON ALL LOCATIONS LISTED IN EXHIBIT D. 1. The contract will be in effect for three years with the option to renewal for two additional one year

periods. 2. Exhibit 1 – Service Contractor Agreement, Exhibit 2 and Exhibit 3 – Contract Duties will be

incorporated into the contract documents. By submitting a bid, the Contractor is agreeing to all terms and conditions of the contract and bid package, unless any changes are submitted by Contractor as part of the bid submittal process.

3. The contractor shall be required to provide the minimum Janitorial services outlined in Exhibit 2

attached hereto, which shall be subject to review. 4. Bidding Companies are required to survey each property and familiarize themselves with site

conditions and limitations. Contractors, or any sub-contractors, are required to check in with a Branch Management person when arriving at a property to complete a site visit. They should be prepared to provide identification

5. The bid shall reflect total cost of services provided including all delivery, handling, taxes, etc. and are

to be firm for the term of the contract.


G. REQUIREMENTS The following criteria form the basis upon which evaluation of proposals will be made for the HDS Contract. Proposals will be assessed and graded against these subjects specifically as it relates against the Bidder’s understanding of the requirements as well as against other Bidder’s capabilities.

Criteria The purpose of this section is for Bidders to provide information to demonstrate to HDS that its product offering satisfy HDS’s requirements. The bidder should also demonstrate that it has the financial and organizational infrastructure to fulfil the fundamental requirements set out in this RFP. Bidders not meeting them or not demonstrating that they do meet them may not receive further consideration during the evaluation process. A complete listing of the specific bid evaluation criteria is included herein. Overall Financial Viability Bidders must be of sound financial viability as determined by analysis of audited financial statements for the past three (3) years; these financial statements are the Income Statement, Balance Sheet and Statement of Cash Flows and must be attached separately and submitted with the RFP response. Company Overview Provide an overview of bidding company’s history, organization and support capabilities. Subcontractors Describe contracts or agreements with subcontractors. To the best of your ability indicate what locations would be subcontracted and to what Company. The list must include company name, contact person, telephone number and address and e-mail address.

Quality and Customer Service Describe your quality review, issue resolution, and complaint escalation processes. Describe the location of support centers, hours of operation & staff, availability of telephone “hotline” support, hours of operation & staff, response time for problem resolution, and any other customer service standards. Green Cleaning

Describe your ability to provide “green cleaning” services to all locations.

Equipment The contractor shall be required to furnish all equipment, machinery, transportation and other implements necessary to execute this Contract. This includes but is not limited to scrubbing machines, buffers, vacuum cleaners, carpet cleaners, dust mops, brooms, rags and brushes. The RFP should include an outline of the type of equipment, which the contractor intends to use so as to indicate if Contractor has sufficient equipment and supplies for each of the individuals who will be executing the Agreement.


Employee Documentation Contractor shall maintain documentation that all employees have been trained in appropriate safety measures to ensure contractor employees are performing their work in a safe manner. Describe your safety and training programs. Invoicing

a. Contractor will invoice HDS for cleaning services on a monthly basis, at the beginning of each month

b. The monthly invoice shall provide a breakout per Region for each of the following; (a) the normal 3-day or 5-day cleaning service as specified on RFP;

c. All invoices for all additional services, those outside the standard Scope of Services, will be billed separately, upon completion of the work.

d. All invoices relating to services to provide carpet, upholstery, drapery cleaning, etc. will be invoiced separately, and no sales tax will be applicable to these services, as per State sales tax regulations.

e. All invoices will be paid based on payment terms offered by the contractor. Minimum expectable payment terms are Net 45 days.

Insurance Current Certificates of Insurance or Declaration Pages showing levels of coverage at, or above, requirements listed in Exhibit 1, Section 9. Value-Added Opportunities The focus of this RFP is to support business requirements relating to Janitorial Services. However, the evaluation process will consider additional features of any solution that adds value. Please detail any examples of value added features or services.

Reference Lists Please provide a list of three references (including company, contact name, telephone number, length of business relationship and approximately dollar value (annualized) from prior or existing clients, including names that HDS representatives may contact. eProcurement Please detail your experience working with eProcurement systems (number of years, customers, items, dollars, systems, etc.). HDS will seek to automate the purchasing, ordering, processing and remittance with contracted Company through eProcurement, please indicate any issues and/or concerns. Capabilities Identify the area(s) where your Company currently offers Janitorial Services. If your Company has additional service offerings, explain those capabilities. What percentage of your work is performed by subcontractors? What percentage of your work is performed by employees?


Quality Assurance and Reporting Describe your Company’s quality assurance and management reporting capabilities. Transition What is the typical lead time you require to be 100% operational after being awarded new business? Please describe your recruiting, hiring, training and new account start up process? Diversity Please detail your company’s commitment to diversity in the workplace.


H. PRICING Attached in Exhibit D is a listing of all branch offices. Included on the sheet are: Location Square Footage Frequency required Pricing Provide pricing for each branch office broken down as prescribed on the pricing sheet. Refer to Exhibit 2, Attachment A in completing this section. Use the space below for any notes or comments regarding price quotes.


I. BID EVALUATION CRITERIA Listed below are the evaluation criteria that the Committee will use to evaluate the Responses (listed in alphabetic order):

• Acceptance of the HDS Agreement

• Competitive Pricing Model

• Demonstrated capability to support business requirements and specifications

• Vendor commitment to diversity, eProcurement & environmental programs


EXHIBIT 1 - CONTRACT DUTIES J. SAMPLE CONTRACT CONTRACTING SERVICES AGREEMENT EFFECTIVE DATE:

THIS CONTRACTING SERVICES AGREEMENT (which may be referenced as “CSA” or “Agreement”) is made by and between Hitachi Data Systems Corporation (“Company”), a Delaware corporation, having its principal place of business at 2845 Lafayette Street, Santa Clara, CA 95050 and a(n) �individual, � partnership, � corporation (check the appropriate box), having its principal place of business at (“Contractor”).

1. Engagement. Company may issue statements of work to Contractor in the form of Attachment A attached hereto (“SOW”). These SOWs will reference this CSA and will be incorporated into this CSA by such reference. Subject to the terms of this CSA, Contractor will render the services (“Services”) and deliver the work product as set forth in the applicable SOW (collectively “Work”). The terms of this Agreement will supersede any conflicting terms contained a SOW, and with respect to any matters directly addressed by this Agreement will supersede any additional terms contained in a SOW, unless such SOW is executed by an authorized representative of Company’s Purchasing Group.

2. Contractor Responsibilities.

In addition to all other obligations contained herein, Contractor agrees and warrants: A. to furnish all material, equipment, labor and supplies in such quantities and of the proper

quality to professionally and timely perform the Services;

B. to proceed with diligence and promptness and hereby warrants that such Services shall be performed in accordance with the highest professional workmanship and service standards of the industry in the U.S. and to the satisfaction of Company, free from defects, and shall conform to the specifications and meet the functional, performance and reliability requirements set forth in the Statement of Work.

C. That the Services shall be free from defects, except to the extent the items to be provided

by Company do not perform their function and such failure to perform is the cause of the defect in the Service.

D. to comply, at its own expense, with the provisions of all state, local and federal laws,

regulations (Including but not limited to international trade), ordinances, requirements and codes which are applicable to the performance of the Services hereunder, or to Contractor as an employer;

E. that Contractor is an independent contractor and not the agent, employee, joint venture,

partner or servant of Company, and that: 1. Contractor does not have the authority to act for Company, or to bind Company in any

respect whatsoever, or to incur any debts or liabilities in the name of or on behalf of Company;


2. Contractor has and hereby retains full control of and supervision over the

performance of Contractor's obligations hereunder and full control over any persons employed by Contractor for performing the Services hereunder;

3. CONTRACTOR SHALL SATISFY ALL TAX AND OTHER

GOVERNMENTALLY IMPOSED RESPONSIBILITIES INCLUDING, BUT NOT LIMITED TO, PAYMENT OF STATE, FEDERAL AND SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, WORKERS’ COMPENSATION AND SELF-EMPLOYMENT TAXES. NO FEDERAL, STATE OR LOCAL TAXES OF ANY KIND SHALL BE WITHHELD OR PAID BY COMPANY;

4. Contractor offers and provides similar services to the general public; and

5. Contractor agrees that all Services are to be performed solely at the risk of Contractor and Contractor shall take all precautions necessary for the proper and sole performance thereof.

3. Delays. That prompt performance of the Services is required by Company in order to meet

its schedules and commitments. In the event that any anticipated or actual delays in meeting Company deadlines or scheduled completion dates are caused by the unacceptable performance of Contractor or any other cause within the reasonable control of Contractor, Contractor shall provide additional personnel, as requested by Company and at no charge to Company, in order to complete the Services in a timely manner, provided. Contractor does not cure such unacceptable performance within ten (10) days written notice.

4. Compensation. Company will pay Contractor the fee set forth in each SOW for Work delivered and accepted by Company pursuant to this CSA. Contractor will be reimbursed only for expenses which are expressly provided for in a SOW or which have been approved in advance in writing by Company, provided Contractor has furnished such documentation for authorized expenses as Company may reasonably request. Contractor shall submit an original and two (2) copies of invoices, which shall cite the applicable CSA Number and Purchase Order Number, to: Hitachi Data Systems, Accounts Payable, 2845 Lafayette Street, Santa Clara, CA 95050. Payment of Contractor’s fees and expenses will be in accordance with terms and conditions set forth in the applicable SOW. Upon termination of this CSA for any reason, Contractor will be paid fees on the basis stated in the SOW for Work which has been completed and accepted by Company.

5. Representations and Warranties. Contractor represents and warrants that: (a) Contractor has the right and unrestricted ability to assign all intellectual property rights hereunder (including without limitation the right to assign any Work or Work Product created by Contractor’s employees or contractors) which is assigned to Company by Contractor upon creation, (b) the Work and Work Product, and the use thereof by Company, its representatives, resellers or end users, do not and will not infringe upon any Intellectual Property Rights, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (c) Contractor will not enter into any obligations which requires or facilitates the unauthorized disclosure or use of Company Property, (d) Contractor will not disclose to Company, or bring onto Company premises, or induce Company to use any Confidential Information that belongs to anyone other than Company or Contractor, (e) with respect to Contractor’s employees or subcontractors, Contractor will: (i) ensure compliance with Company safety, security and code of conduct regulations, (ii) obtain non-disclosure agreements sufficient to protect Company Property (iii) maintain workers' compensation insurance coverage (iv) pay salaries, wages, charges and fees and make all required tax withholdings, (v) ensure that its employees have the legal right to work in the United States at Company and have completed all requirements of the United States Immigration and Naturalization laws and regulations, and (vi) remain responsible for all obligations under this CSA notwithstanding Contractor’s delegation thereof to Contractor’s employees or subcontractors, and (f) all


Work and Work Product provided by Contractor hereunder will perform in accordance with the applicable published or mutually agreed upon specifications and related documentation provided by Contractor (and will achieve any function described therein), and be free from defects in materials, workmanship or design. Contractor will promptly correct or replace (at its option) any defective Work or Work Product. Company will prepare and deliver to Contractor a written report describing any such errors in sufficient detail to allow Contractor to correct such errors. CONTRACTOR WARRANTS THAT ALL SERVICES RENDERED HEREUNDER WILL BE PERFORMED BY CONTRACTOR. Contractor warrants that it has conducted the minimum background or other personnel screening verifications on each contingent worker as outlined in the attached Exhibit B. HDS may require additional screening based upon the services being rendered under this agreement. Contractor warrants that it will only assign personnel to provide Services to HDS who have met the screening requirements as established by HDS.

NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnity. Contractor agrees to defend, indemnify, and hold Company and its officers, directors, employees, shareholders, customers, agents, successors and assigns harmless from and against any and all loss, damages, costs, claims, expenses, settlements or other liability (including reasonable attorneys’ fees and the expenses of other professionals) arising from or relating to any acts or omissions of Contractor within the scope of this Agreement, and any breach or alleged breach by Contractor of the representations and warranties set forth in this Agreement and any SOW provided hereunder.

7. Independent Contractor Relationship. Contractor’s relationship with Company is that of an independent contractor, and nothing in this CSA is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Contractor will not be entitled to any of the benefits which Company may make available to its employees, including, but not limited to, group health or life insurance, stock options, profit-sharing or retirement benefits. Contractor is not authorized to make any representation, contract or commitment on behalf of Company. Contractor is solely responsible for all taxes, withholdings, and other statutory obligations with respect to the performance of Work and Work Product and receipt of fees under this CSA, and Contractor will defend, indemnify, and hold Company harmless from any and all claims made by any entity on account of an alleged failure by Contractor to satisfy any such tax or withholding obligation. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this CSA. No part of Contractor’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.

8. Compliance with Laws. Contractor hereby represents and warrants that (i) it shall comply with all applicable, local and national laws and regulations, including, but not limited to all applicable environmental, OSHA, and export laws and regulations; (ii) this Agreement and all of its terms are in full conformance and in compliance with such laws; and (iii) it shall not act in any fashion or take any action which will render Company liable for a violation of the U.S. Foreign Corrupt Practices Act, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist it or Company in obtaining or retaining business or in carrying out the Services hereunder. Contractor shall use its best efforts to regularly and continuously inform Company of any requirements of laws, statutes, and ordinances, governmental authorities directly or indirectly affecting this Agreement. Contractor agrees to comply with all applicable laws regarding requirements for small business and small disadvantaged business concerns including, if appropriate, FAR 52.219-1, 52.219-2, 52.219-3, 52.219-8 and 52.219-9. In addition, Contractor shall secure and maintain adequate workmen's compensation insurance in accordance with the laws of the state or states from which Contractor shall furnish Services for Company. Upon request, Contractor agrees to issue certificates certifying compliance with any of the aforementioned laws or regulations as may be applicable to the Software and/or services being furnished hereunder. In the event that this Contractor's performance of its obligations under this


Agreement requires the delivery to or handling by Company or Company contractors of hazardous materials as specified in the U.S. Department of Transportation, Title 49 or OSHA standards or regulations, Contractor will promptly so notify Company and upon request will provide Company and affected Company contractors with material safety data sheets and such other documentation reasonably necessary for compliance with applicable laws and regulations. Notwithstanding the foregoing, Contractor shall be fully responsible under this Agreement for any liability resulting from its actions in supplying or transporting hazardous materials or otherwise failing to comply with environmental laws and regulations.

9. Insurance 9.1 Contractor shall, at its own expense, at all times during the term of this Agreement and

after the termination of this Agreement (as explained more fully below) provide and maintain in effect those insurance policies and minimum limits of coverage as designated below, and any other insurance required by law in any state where Contractor provides services under this Agreement, with insurance companies authorized to do business in the jurisdiction where the work is to be performed and which are reasonably acceptable to Company, with an A.M. Best's Insurance Rating of A:VIII or better or as otherwise acceptable to Company, and will comply with all those requirements as stated herein. In no way do these minimum requirements limit the liability assumed elsewhere in this Agreement, including but not limited to Contractor’s defense and indemnity obligations.

(a) Workers' Compensation and Employer’s Liability Insurance.

Workers' compensation insurance shall be provided as required by any applicable law or regulation and, in accordance with the provisions of the laws of the nation, state, territory or province having jurisdiction over Contractor’s employees. Employer’s liability insurance shall be provided in amounts not less than $1,000,000. If there is an exposure of injury to Contractor's employees under the US Longshoremen's and Harbor Workers' Compensation Act, the Jones Act or under laws, regulations or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. If Contractor has no employees, Contractor will provide proof of personal medical coverage.

(b) Commercial General Liability Insurance. Contractor shall carry

commercial general liability insurance covering all operations by or on behalf of Contractor arising out of or connected with this Agreement providing insurance for bodily injury, property damage, personal injury and advertising injury, as those terms are defined by commercial general liability insurance policies, with limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. Such insurance must be on an “occurrence” basis and not “claims-made” basis. Company, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, agents and invitees shall be named as additional insured for the commercial general liability insurance coverage required under this Agreement. Contractor shall continue to maintain the commercial general liability insurance required under this Agreement for a minimum of one year following completion of and acceptance of the services by Company.

(c) Automobile Liability Insurance. Contractor shall carry business

automobile liability insurance, including bodily injury and property damage for all vehicles used in the performance of Contractor's services under this Agreement, including but not limited to all owned, hired (or rented) and non-owned vehicles. The limits of liability shall not be less than $1,000,000 combined single limit for each accident.

(d) Umbrella and or Excess Liability Insurance. Contractor shall carry

umbrella and/or excess liability insurance with limits of not less than $10,000,000 per occurrence in excess of the limits provided by the Contractor’s employer’s liability, commercial general liability and automobile liability. The umbrella/excess policy shall not contain exclusion for contractual liability. Company, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, agents and invitees shall be named as additional insured for the umbrella/excess Liability insurance coverage required under this Agreement.


(e) Crime Insurance (or Fidelity Bond). Contractor shall carry Crime

insurance (or Fidelity bond) with a limit of liability not less than $1,000,000 covering loss of HDS funds, property and products in your care, custody or control and caused by your employee’s dishonest act.

(f) Professional Errors and Omission. Contractor shall carry Professional Liability insurance covering error, omissions or negligent acts arising out of the professional services under this agreement. The limit of liability shall not be less than $5,000,000 each claim. Coverage shall continue for two (2) years following the termination of this agreement.

9.2 Certificates of insurance or other formalized evidence of the coverage required

above, shall be furnished by Contractor to Company when this Agreement is signed, or within a reasonable time thereafter, and within a reasonable time after such coverage is renewed or replaced. If reasonably requested by Company, a certified copy of the actual policy(s) with appropriate endorsement(s) shall be provided to Company. Attached to such certificates of insurance shall be copies of the portions of the policies showing that there will be no cancellation or non-renewal of coverage without thirty (30) days prior written notice to Company and, with respect to the commercial general liability and umbrella/excess policies. Endorsements reflecting Company, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, agents and invitees have been added to the policies as additional insured. The insurances required above shall be subject to the approval of Company, but any acceptance of insurance certificates by Company shall not limit or relieve Contractor of the duties and responsibilities with respect to maintaining insurance assumed by Contractor under this Agreement.

9.3 The policy(ies) shall be endorsed to stipulate that Contractor’s insurance shall be

primary to and non-contributory with any and all other insurance maintained or otherwise afforded to Company, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees and agents. Except where prohibited by law, Contractor and its respective insurers waive all rights of recovery or subrogation against Company, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, agents, and insurers except as prohibited by law.

9.4 Contractor shall obtain insurance or shall reimburse Company for loss or damage

to any Company -owned property in the care, custody, or control of Contractor, its employees, agents or representatives for all losses including, but not limited to theft, loss, misappropriation or destruction caused by Contractor, its employees, agents, or other representative whether intentional or through negligence.

9.5 If Contractor does not comply with the insurance requirements of this Section 9

(Insurance), Company may, at its option, provide insurance coverage to protect Company and Contractor and deduct the cost of such coverage from the fees invoiced by Contractor.

9.6 In the event Contractor utilizes the services of Subcontractors to perform the services contemplated hereunder, Contractor shall require from or provide for all Subcontractors the same minimum insurance requirements detailed above, and such insurance policies shall name Company as a beneficiary. Company reserves the right to request copies of Subcontractor’s certificates and/or certified copies of insurance policies from Contractor when deemed necessary.

9.7 All insurance policies must be in the name of the Company filling out the 1099 Vendor/Contractor Qualification Survey

10. Term and Termination.

10.1 Term. This CSA will commence on the Effective Date and will continue until or (ii) so long as a SOW is in effect and has not been completed to the satisfaction of Company, unless terminated earlier as provided in this CSA.

10.2 Termination by Company. Company may terminate this CSA, or any SOW, in whole or in part, for convenience upon ten (10) days written notice to Contractor. Immediately upon such notice,


Contractor will stop all Work. Payment for acceptable Work completed prior to termination will be agreed upon by the parties. Company also may terminate this CSA or any SOW: (i) upon thirty (30) days written notice in the event of a material breach by Contractor of this CSA or any SOW, provided that, such breach remains uncured at the end of such thirty (30) day period, (ii) when Contractor commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law, which proceedings are not dismissed within thirty (30) days or Contractor ceases business operations, or (iii) when Contractor makes a general assignment for the benefit of its creditors.

10.3 Survival. The rights and obligations contained in Sections 2, 5, 6, and 12 through 19

will survive any termination or expiration of this CSA. 11. Assignment. This CSA shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns; provided, however, that this CSA and the rights and obligations hereunder are not assignable by Contractor without Company prior written consent.

12. Confidential Information. Contractor agrees to hold Company Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. “Confidential Information” as used in this CSA shall mean all information disclosed by Company to Contractor that is not generally known in Company trade or industry which is identified in written or oral format as confidential or which Contractor knows or has reason to know is confidential, trade secret or proprietary information and shall include, without limitation, (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding employees, contractors or other agents of Company or its subsidiaries or affiliates, including skills and compensation. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Company or Contractor in the course of Company business. Contractor’s obligations set forth in this Section 8 shall not apply with respect to any portion of the Confidential Information that Contractor can document by competent proof that such portion: (a) is or has become publicly known through no fault of Contractor or its agents; (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (c) was rightfully in the possession of Contractor without restriction prior to its disclosure by Company; or (d) is developed by or on behalf of the Contractor entirely independent of this CSA. In addition, upon reasonable written notice to Company, Contractor may disclose Company Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law. All Confidential Information furnished to Contractor by Company is the sole and exclusive property of Company or its suppliers or customers. Upon request by Company, Contractor agrees to promptly deliver to Company the original and all copies of such Confidential Information.

13. CONTRACTOR'S HIRING OF PERSONNEL. If it becomes necessary for Contractor to employ or contract with other personnel, such as subcontractors, to assist in the performance of Services (“Subcontractor”), Contractor must first obtain Company prior written approval of Subcontractor, and Subcontractor must, for the benefit of Company, execute an agreement containing provisions of the character, scope and purpose of Sections 5 and 12 above, and Contractor must ensure that such Subcontractor complies with Company safety, security and code of conduct regulations; except that Company may waive the requirement that such agreements be executed in the case of certain non-professional personnel regularly employed at Contractor's place of business and whose work is performed strictly in accordance with Contractor's direction. The parties agree that Company will not direct, supervise or control in any way Subcontractors of Contractor in their performance of Services. The


parties further agree that the Subcontractors are employed solely by Contractor, and that it alone is responsible for providing workers' compensation insurance for its employees, for paying the salaries and wages of its employees, for ensuring that all required tax withholdings are made, and for ensuring that the employee has the legal right to work in the United States at Company and has obtained the proper immigrant status on the United States Immigration and Naturalization Services Form I-9, or successor documentation. Contractor further represents and warrants that it maintains workers' compensation insurance coverage for his/her employees and acknowledges that it alone has responsibility for such coverage.

14. CONSEQUENTIAL DAMAGES WAIVER. NOTWITHSTANDING ANYTHING ELSE

IN THIS CSA OR OTHERWISE, COMPANY WILL NOT BE LIABLE TO CONTRACTOR WITH RESPECT TO ANY SUBJECT MATTER OF THIS CSA UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF THE CONTRACTOR’S BUSINESS PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, BUSINESS INTERRUPTIONS OR LOSS OF INFORMATION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION DOES NOT LIMIT COMPANY’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY.

15. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE TO CONTRACTOR FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID BY COMPANY TO CONTRACTOR HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, OR FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL.

16. Notices. Any notice to be given hereunder shall be in writing and addressed to the party and address stated below, or such other address as the party may designate from time to time by written notice in accordance with this Section and shall be effective upon effective dispatch.

INSERT NAMES…….

17. Governing Law. This CSA shall be governed, controlled, interpreted, and defined by and

under in all respects by the laws of the United States of America and by the laws of the State of California, without regard to the conflicts of laws provisions thereof. Unless waived by Company, the exclusive jurisdiction and venue of any action with respect to the subject matter of this CSA shall be the state courts of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California, and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action.

18. Export. Contractor shall obtain all licenses, permits and approvals required by any government agency of any applicable Government, including without limitation the United States Government acting under authority of the Export Administration Act and implementing Export Administration Regulations, and Company shall otherwise comply with all applicable laws, regulations and requirements of such applicable Government, and other competent authorities. Contractor will indemnify, defend and hold harmless HDS for any violation or alleged violation by Contractor of such laws, regulations and requirements. Without limiting the foregoing, Contractor shall not transmit, export or re-export, directly or indirectly, separately or as part of any system, the products or any technical data (including processes and services) received from HDS, without first obtaining any license required by the applicable Government, including without limitation, the United States Government and/or any other applicable competent authority. Contractor agrees that none of the products or technical data will be sold or otherwise transferred to any US-embargoed destination, any entity subject to a US denial order, or made available for use by or for, any military end-user, or in any military end-use. Contractor also certifies that


none of HDS’ products or technical data will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design, development, production, stockpiling or use of nuclear, biological or chemical weapons or missile technology. If requested, HDS will provide reasonable assistance to Contractor, including training with respect to appropriate compliance measures, in connection with Contractor’s compliance with the Export Administration Act and implementing Export Administration Regulations. This provision shall survive termination of this Agreement.

19. Export Screening. Contractor shall screen all personnel against the various lists of restricted parties found at http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm, and against any list of countries supplied by HDS from time to time for purposes of verifying citizenship and country of permanent residency. Contractor shall not send any personnel to HDS who might require an export license or other approval prior to accessing HDS' technology. HDS shall have the right to audit Contractor in order to verify compliance with these and other similar requirements.

20. Severability. Should any provisions of this CSA be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this CSA shall not be affected or impaired thereby.

21. Waiver. The waiver by Company of a breach of any provision of this CSA by Contractor shall not operate or be construed as a waiver of any other or subsequent breach by Contractor.

22. Injunctive Relief for Breach. Contractor’s obligations under this CSA are of a unique character that gives them particular value such that breach of any of such obligations may result in irreparable and continuing damage to Company for which there will be no adequate remedy at law; and, in the event of such breach, Company will be entitled to seek injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

23. Entire CSA. This CSA and all executed Statements of Work constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this CSA will govern all Work undertaken by Contractor for Company; provided, however, that in the event of any conflict between the terms of this CSA and any SOW, the terms of this CSA will control unless the parties set forth in Section 16 of the applicable SOW specific sections of the SOW which are expressly intended to control over specific sections of this CSA. This CSA may only be changed by mutual agreement of authorized representatives of the parties and evidenced in a signed writing.

24. Acceptance. No installment payment shall be conclusive evidence of Hitachi Data System’s acceptance of any work or of any defective or improper materials. 25. Liens. If at any time any of Contractor’s subcontractors or materials suppliers files a notice of lien or other claim against Company, or if damage is caused by Contractor or any of Contractor's subcontractors, then Company may withhold from any payment or payment owed to Contractor an amount sufficient to indemnify Company against any such lien, claim or damages. If there shall prove to be any lien, notice of lien or claim after all payments are made, Contractor shall promptly refund to Company any amount that that Company may be compelled to pay to discharge the lien or compensate the claimant for the damages.

http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm


IN WITNESS WHEREOF, the parties have executed this CSA as of the date first written above. HITACHI DATA SYSTEMS CORPORATION “CONTRACTOR” By: By: Name: Name: Title: Title: Date:______________________________________ Date:______________________________________


Exhibit B

HDS Contingent Worker Pre-Assignment Screening Criteria (USA)

The following criteria shall be considered the minimum required by Hitachi Data Systems for validating the education, qualifications, and employment claims and civil history of persons under consideration for work assignment with HDS within the United States of America and its Territories.

1. Identity Verify:

Name All AKA’s (Maximum number to search is 100) SSN * Residence

* Current and most recent years totaling 7 years 2. Education (Only as the position requires)

Verify:

Trade/Technical Schools, Colleges and Universities Highest certificate, diploma, or postsecondary degree awarded Dates of Enrollment Major Course of Study Date certificate, diploma, degree was awarded

Accreditation: Only certificates, diplomas, and postsecondary education degrees issued by Trade/Technical

Schools, Colleges and Universities found on the following U.S. Department of Education Database are acceptable - http://www.ope.ed.gov/accreditation/

3. Employment - All positions for the current and most recent years totaling 7 years

Verify:

Start Date End Date End Salary Position Held Reason for Leaving

http://www.ope.ed.gov/accreditation/


4. Criminal

State/County Search:

County Criminal (Include all adjacent counties) Misdemeanors: Current and most recent years totaling 7 years Felonies: No years limit Note: Do not order municipal court records if the County only holds felony records. Note: All reported convictions shall be reported in compliance with laws of the state where the records are retained.

Federal Search:

National Criminal Records International Criminal Records State-specific Sex Offender Records

• Misdemeanors: Current and most recent years totaling 7 years • Felonies: No years limit

Additional Requirements

SSN Trace * Credit Report (Positions of Trust) Motor Vehicle Report Watches and Sanctions

Denied Persons List Excluded Parties List FBI Most Wanted Terrorist List FDA Debarment List Specially Designated Nationals & Blocked Persons List

(include OFAC)

* Positions of Trust

1. Legal

2. Finance

a. Payroll

b. AP


c. Procurement

d. Accounting

3. Security

a. GPS

b. IT

4. IT

a. Network Administrators

b. Anyone with access to other Colleagues email

5. Facilities

a. Anyone with unrestricted access to restricted areas

6. Internal Audit

7. Logistics

a. Contract Administrators

Adjudicated Results

The Screening Subject shall be determined as not qualified for assignment in the event of any of the following:

1. Deception or Falsification

2. ANY found Criminal Court Record

3. Name listed on any of the stated Watches or Sanctions Lists

4. Poor Credit (FICO Score of 499 or Less)

SAMPLE CONTRACT

STATEMENT OF WORK

THIS DOCUMENT MUST BE SIGNED BY BOTH PARTIES AND SENT TO THE CORPORATE PURCHASING DEPARTMENT AT COMPANY


NO WORK ON THIS PROJECT IS AUTHORIZED UNTIL A VALID PURCHASE ORDER IS DULY ISSUED BY COMPANY

1. GENERAL. This Statement of Work (“SOW”) defines Services to be performed for and Work Product to

be delivered to Company by Contractor under Contracting Services Agreement No. 1, executed by Company and Contractor on xx/xx/xx .

2. SERVICES TO BE PERFORMED.

3. PERIOD OF PERFORMANCE. 4. RESOURCES TO BE PROVIDED BY CONTRACTOR. 5. PROJECT MANAGERS.

COMPANY:

CONTRACTOR:

6. PAYMENT. (a) Maximum Payment Amount (if applicable). (b) Payment Method.

Milestone Payment Schedule.

Milestone or Deliverable Due Date Amount Payable Upon

Acceptance/Completion

Materially Correct Invoices are payable Net30.

7. ACCEPTANCE CRITERIA AND TESTING PROCEDURES. 8. LOCATION OF WORK FACILITIES.


9. TERM OF STATEMENT OF WORK.

This SOW shall remain in effect until the Completion and Acceptance of the Work. 10. GOVERNMENT INVOLVEMENT. Permits etc….. IN WITNESS WHEREOF, the parties hereto have caused this SOW to be executed by their duly Authorized Representatives.

Company: Contractor: HITACHI DATA SYSTEMS CORPORATION. _______________________________________ _______________________________________ Signature Signature Name Name Title Title Date Date


EXHIBIT 2 - CONTRACT DUTIES Santa Clara Campus ATTACHMENT A Hitachi Data Systems scope of work

Office and Coffee Areas Cleaning Night shift

Daily Weekly Monthly Quarterly As-

Needed 1. Pick up trash, change liners as needed. Put trash can in orig. spot. X 2. Collect recycle paper X 3. Vacuum carpets and / or sweep & mop floors. X 4. Dust all horizontal and vertical surfaces up to 10'. X 5. Spot clean walls, doors, door frames & partitions. X 6. Dust blinds X 7. Brush and vacuum fabric chairs. X 8. Spot clean carpets. X 9. Spray buff VCT tile. X 10. Spot clean furniture. X 11. Extraction of carpets. X 12. Clean and dust all supply air vents. X 13. Marker boards. X 14. Report any cleaning of facility issues X 15. Wash inside windows Yearly 16. Maintain interior plants X 17. Clean stairways carpet and wood X

Conference Rooms (Night shift) Daily Weekly Monthly Quarterly As-

Needed 1. Pick up trash, change liners as needed. Put trash can in orig. spot. X 2. Collect recycle paper. X 3. Vacuum carpets. X 4. Dust all horizontal and vertical surfaces up to 10'. X 5. Spot clean walls, doors, door frames & partitions. X 6. Dust blinds X 7. Brush clean fabric chairs. X 8. Spot clean carpets X 10. Spot clean furniture. X 11. Shampoo carpets. X 12. Clean and dust all supply air vents. X 13. Marker boards. X 14. Clean conference room glass inside and out X 15. Remove catering utensils to break area X


Restrooms (Night Shift) Daily Weekly Monthly Quarterly As-

Needed 1. Empty trash. X 2. Clean all sanitary napkin disposal units and disinfect. X 3. Clean and disinfect lavatories. X 4. Clean commodes and urinals with detergents and disinfectant. X 5. Damp wipe all ledges. X 6. Damp wipe with disinfectant sides, back and door in toilet stall. X 7. Clean mirrors, soap dispensers, plumbing fixtures, and piping. X 8. Restock soap, toilet tissue, towels, and sanitary napkin machines. X 9. Mop and disinfect floors & baseboards. X 10. Spot clean walls. X 11. Machine scrub restroom floors and recondition. X 12. Dust clean all supply and air vents. X 13. Complete washing of all restrooms walls. X 14. Drinking fountains X 15. Pour hot water and detergent into floor drain X

Restrooms / Fitness center (Day Porter) Daily Weekly Monthly Quarterly As-

Needed 1. Empty trash. 3X 2. Clean all sanitary napkin disposal units and disinfect. X 3. Clean lavatories. X 4. Unplug toilets X 5. Clean mirrors and counters X 6. Restock soap, toilet tissue, towels, and sanitary napkin machines. X 7. Mop and disinfect floors & baseboards. X 8. Drinking fountains X 9. Respond to water floods or overflows X 10 inventory of shower towels 3X

Lobbies (Night Shift) Daily Weekly Monthly Quarterly As-

Needed 1. Vacuum and dust all baseboards X 2. Spot clean carpet. X 3. Dust all vertical surfaces up to 10' X 4. Empty trash ( replace all liners daily ) X 5. Clean all glass lobby doors inside and out. X 6. Spot clean all furniture. X 7. Dust all blinds. X 8. Extract carpets X 9. Clean and dust supply and return air vents. X 10. Empty trash outside area X 11. Empty ash trays X 12. Spray buff lobby floor X 13. Clean counters tops and center tables X


Lobbies (Day Porter) Daily Weekly Monthly Quarterly As-

Needed 1. Empty trash outside lobby X 2. Clean all glass lobby doors inside and out. X 3. Empty ash trays X 4. Clean counters tops and center tables X 5. Sweep access water from sprinklers X

Cafeteria (Night Shift) Daily Weekly Monthly Quarterly As

Needed 1. Empty trash (replace all liners daily). X X 2. Dust mop kitchen and serving area ( dust mop must be free of any oil treatment) X 3. Damp mop floors; including baseboards. X 4. Clean and dust supply air vents. X 5. Vacuuming X 6. Dust all vertical surfaces up to 10'. X 7. Strip floors. X 8. Spot mop floors X 9. Dust picture frames X 10. Clean table tops X 11. Remove cardboard boxes X X 12. Sweep and mop locked refrigerators X 13. Clean stainless steel hoods X 14. Clean entrances glass doors X X 15. Clean glass panels inside and out X 16. Clean sanitize and restock restrooms (MOP FLOORS) X 17. Clean microwave ovens X 18. Wipe down outside tables and chairs 19. Open and close umbrellas X 20. Sweep off access water from walkways (from sprinklers) X 21 Clean floor drains X 22. clean glass sneeze guards in serving area X 23. Wipe clean trash cans X 23. Shampoo chairs X 24. Extract carpets X X 25. Clean conference room (see conference duties) X

Cafeteria (Day Porter) Daily Weekly Monthly Quarterly As

Needed 1. Empty trash (replace all liners daily). 4X X 5. Vacuuming X 10. Clean table tops 2X 11. Remove cardboard boxes X X

12. Sweep and mop locked refrigerators X

13. Clean stainless steel hoods X 14. Clean entrances glass doors 3X X 15. Clean glass panels inside and out X 16. Clean sanitize and restock restrooms 4X 17. Clean microwave ovens 2X


18. Wipe down outside tables and chairs 2x 19. Open and close umbrellas X 20. Sweep off access water from walkways (from sprinklers) X 21 Clean floor drains X 22. clean glass sneeze guards in serving area X 23. Wipe clean trash cans X 25. Clean conference room (see conference duties) X

Data Center (Night Shift) Daily Weekly Monthly Quarterly As

Needed 1. Empty trash (replace all liners daily). X 2. Dust mop area ( dust mop must be free of any oil treatment) X 3. Damp mop floors; including baseboards. X 4. Clean and dust supply air vents. X 5. Strip floors. X 6. Vacuum clean under raised floor (with HEPA filtered 2 stage vacuum system) X 7. Remove wood pallets and cardboard boxes X

Data Center (Day Porter) Daily Weekly Monthly Quarterly As

Needed 7. Remove wood pallets and cardboard boxes X Facilities Tech (Monday thru Friday 8:00 am - 5:00 pm) Manage all aspects on janitorial duties X Change lights (re-lamping) fluorescent and spot lights X Touch-up painting during normal working hours X Repair leaks in commodes faucets and urinals X PM on restroom automatic flushers X Replace stained ceiling tiles X Polish plaque on customer lobby 2X Manage Mission Trails garbage pick-ups and recycle program X Confidential recycle coordination X Roof and parking lot maintenance X Repair chairs in café X Minor carpet square repair or replacement X Change batteries on restrooms air fresheners X Post information flyers on common area boards X

Respond to miscellaneous calls

Daily

X

Weekly

Monthly

Quarterly

As Needed

PM on water pressure valve X Inspect landscape areas and report issues X Winter season check parking lots drain, and roof for debris X Assist HDS techs on moves or facilities related issues and special events X

Power wash sidewalks, docks, lobbies and main cafeteria X Spray paint cooling towers X Manage compactor pick-ups X


Coordinate trash pick-up with outside vendors (40yard bins) X Clean screen air intake towers 3X Keep cooling tower free of debris 2X Pick-up misc. supplies for facility X Maintain parking lot stripes, signs, curbs handicap space (paint if needed) X Coordinates condiments inventories in coffee stations X Inspects coffee machines and reports to facilities X Inventories of towels in fitness center 3X Water fountains inspections X Repair all broken umbrellas X Seal outside walkway columns and decking X Paint all ashtrays X Replace batteries and air freshener in wall units X Replace broken toilet tissue, towels, and sanitary napkin dispensers. X Paint chairs outside building in smoking areas X

Hitachi Data Systems Santa Clara Campus Supplies: Hitachi Data Systems requires all supply orders to be placed through our preferred supplier

Hitachi Data Campus Minimum List of Equipment to be provided and remain onsite at HDS Santa Clara for emergency

Quantity Description 8 12" UPRIGHT VACUUM CLEANER (SANITAIRE) 2 19" BUFFERS (PACIFIC) 2 WET AND DRY VACUUMS (TORNADO) 16 gal 1 HIGH SPEED BUFFER (SURTEC) 1 LARGE EXTRACTOR FOR CARPETS AND FURNITURE 1 EXTRACTOR (PACIFIC) 12 gal 1 PIGGY VACUUM 2 BACKPAC VACUUM (ULTRALIGHT) 1 PORTABLE EXTRACTOR (TORNADO) 1 gal 2 RESTROOM CARTS

12 MOP BUCKETS AND WRINGERS 12 TRASH BARRELS 16 WET FLOOR SIGNS


EXHIBIT 3 – Tag Work Non Chargeable Work

I. Work included in the base bid and which is part of the normal daily responsibilities of the referenced facilities Tech, included but is not necessary limited to the following:

• Carpet cleaning • Minor moving service (relocation boxes, etc.) • Strip and wax services • Office Cleaning • Power washing services

The above services are considered within the established scope of work when addressed by HDS personnel. Contractor shall perform this work in strict accordance with all applicable local, state, and federal safety regulations and codes. Additionally, contractor staff shall perform this work in accordance with Owner’s internal contractor safety program.

Chargeable Work – Tags

I. If labor/services are needed outside of the contracted work week , HDS will pay for “tag chargeable work”. Provide a labor rate for chargeable work and describe the typical work

LABOR DESCRIPTION Sample, cleaning chairs $5.00 per chairs _________________ __________________ _________________ __________________ _________________ __________________ _________________ __________________


EXHIBIT B-1 - RULES AND REGULATIONS FOR CONTRACTED SERVICE PERSONNEL

RULES OF CONDUCT All Contractor activities must be conducted in a professional manner. Poor conduct can reflect unfavorably on the Service Contractor's job performance. Remember to be friendly and polite to everyone at the job site and on the property. Avoid socializing while on the job. All tenant and common areas are considered private property. All activities must be confined to within the space in which the Service Contractor is working. The Service Contractor shall not enter other occupied areas without a specifically contracted assignment. The following additional rules apply to all contractors and subcontractors: RESTRICTED ACTIVITIES OF CONTRACTOR EMPLOYEES Contractor hereby understands and agrees that only Contractor’s employees performing work required by this Agreement, together with Contractors representative, and his/her immediate supervisor are permitted inside any HDS Facility location after normal business operating day. Contractor warrants that under no circumstances whatsoever is any Contractor employee permitted to unlock any exterior door and permit access to anyone other than employee wearing proper photo identification. In addition, employees of the Contractor will not make or receive telephone calls, except those considered to be of an emergency or security nature. A. No smoking in the building. B. No eating or coffee breaks are allowed in public areas or occupied spaces. The only approved area for

eating or coffee breaks is within the contracted work area (if not occupied). C. No audible playing radios, tapes, CD’s in any areas on the job site are permitted. No altering any

existing A/V equipment will be allowed at any time. D. No congregating in public areas within the building or on the building premises. Meetings, lunches,

and breaks are to be within the contracted work areas. E. Professional behavior is required. Appearance and professionalism are important to our customers,

visitors and occupants when you and your employees are on the premises. F. Loud or foul language.

Because Owner respects the dignity of each individual, the Company is committed to dealing fairly with all individuals when administering these rules. However, it is the Owner’s expectation that all individuals will readily observe these rules as they conduct their professional affairs.


EXHIBIT C - GENERAL BUILDING RULES

1. Access Procedures

A. The Service Contractor will not conduct interviews with job applicants on the premises. B. Property may not be removed without a Property Pass signed by HDS employee. C. Owner is not required to provide parking to any contractor or subcontractor. D. All deliveries must be signed in with HDS Security at the loading dock before unloading.

2. Building Trash Dumpsters

A. Vendors are not to use the building dumpsters for any reason other than to dispose of facility trash

B. No trash will be stored on the property.

C. The site is to be cleaned of trash daily if used by vendor personnel.

EXHIBIT D – Branch Listing

About the Campus Locations Location: 2825 & 2845 Lafayette Street, Santa Clara, CA 95051 Description: 2 leased office buildings with data center and cafeteria Campus site size: 313,000 square feet, 1000+ employees

Hitachi RFP for Janitorial FINAL

Documents

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confidential information