TERMS OF SERVICE

In consideration of the covenants and agreements set forth herein and the payments provided for herein, the Client and Contractor agree as follows:

BID SPECIFICATIONS:

The bid specifications are attached hereto as Statement of Work (SOW) and Bid Proposal, and by this reference are made a part of this agreement.

Contractor agrees to perform for Client the described services contained in the SOW attached hereto. Said services will be performed at the times and in the manner and at the frequency as called for in the SOW for the amount of the contract price set forth in this agreement. No extra charges will be made for any of the duties called for or required under the SOW, except as noted.

Client agrees to give Contractor adequate notice for any remodeling or additions to their facility to allow for extra planning and services performed by Contractor. Should detail cleaning be requested during construction an addendum price adjustment will be reviewed and agreed for that transitional time period.

DESCRIPTION OF SERVICE:

Contractor agrees to provide custodial services for Client in accordance with the requirements of the SOW attached hereto and by reference incorporated herein during the period specified. Contractor shall furnish all labor and supplies necessary to keep the building and fixtures clean in accordance with the SOW. Contractor shall furnish at all times healthy, able, courteous, and trustworthy help.

To effectuate the provision of the clause, Contractor’s supervisory personnel will regularly inspect the premises and the work done by Contractor’s employees and will exercise complete control over all such employees.

FREQUENCY DATA:

The services and frequency of services to be performed are set forth in the SOW attached hereto. Services include providing custodial services for all Client buildings. Any additional or more frequent services than that set forth in the SOW shall be agreed to between the parties prior to the time that any work is performed. An additional fee shall be mutually agreed upon before the performance of such additional services.

Overtime assigned by the Contractor to meet the requirements of this contract shall be at Contractor’s expense. However, if additional requested work requires overtime and such overtime shall have been previously authorized by the Client, such overtime will be billed to the Client. The Contractor shall indicate the man-hour charges for overtime work and fee schedule.

TERMS OF PAYMENT:

Client will pay Contractor at the rate specified on per building per month. Additional service not specified in the SOW will be billed at an hourly rate. Regular monthly sums are pre-billed. Payments are due on or before the tenth day of the month after billing. Any additional services requested by the Client will be added to the monthly invoices.

HOLIDAYS:

Contractor shall observe the holidays listed below. Contractor shall not work on these days unless otherwise requested by Client at additional charge.

• New Year’s Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Christmas Day

INDEMNITY AND INSURANCE:

Contractor shall hold harmless and indemnify the Client for any and all claims, damages, losses, and expenses, including, but not limited to, reasonable attorney’s fees, arising out of, or resulting from, Contractor’s performance of, or failure to perform, the obligations of this contract or the negligence of Contractor, its agents, servants or employees. Client shall indemnify and hold Contractor harmless against any and all claims for damages, losses and expenses including, but not limited to, reasonable attorney’s fees and costs, caused by or arising out of negligence of Client, its agents, servants or employees.

Contractor shall purchase and maintain such insurance as will protect against claims, damages, losses, and expenses arising out of or resulting from contractor’s performance, or failure to perform the obligations of this contract or negligence of Contractor. Such insurance coverage shall name Client as an “additional insured” party, provide a waiver of subrogation and shall be a minimum of the following:

General Aggregate Liability of $7,000,000

Liability of $6,000,000 for each occurrence

Medical payments coverage of $10,000

Contractor shall purchase and maintain such Worker’s Compensation insurance that will protect Contractor’s employees in accordance with state and federal laws. This insurance will include a minimum of $1,000,000 limit of liability for each accident.

BONDING & SECURITY:

Contractor shall secure and pay for the Fidelity Bond, issued by a bonding company currently licensed to do business in the State of Montana. A Fidelity Bond shall cover each employee of the Contractor to insure the faithful and honest conduct of each such employee. The fidelity bond shall be sufficient to cover each employee in an amount of $1,000,000.

Contractor shall implement the following standard security measures to minimize the potential for theft and dishonesty:

1. Police background checks
2. Key management
3. Full time supervision of staff

Contractor shall have each employee assigned to perform services under this contract sign a confidentiality agreement requiring that each employee shall not disclose and shall keep confidential any confidential or proprietary information that employee may inadvertently learn or observe while performing services under this contract.

TERM OF CONTRACT AND PAYMENT ADJUSTMENTS:

The term of this contract shall be one (1) year from the date hereof.

If the Consumer Price Index rises more than 5% in any one year, the monthly sum payable under this contract may be renegotiated. It is the intent of the parties that the monthly sum payable will be increased by the amount the Consumer Price Index’s rise exceeds five percent.

TERMINATION:

This contract may be terminated under the following conditions:

By mutual written agreement of both parities for termination in thirty (30) days.

By the Contractor for non-payment of monies due and payable. Termination under this provision shall require the Contractor to provide to the Client a ten (10) day written demand for payment. The Contractor may terminate the contract if the Contractor has not received payment of monies due and payable within ten (10) days of receipt of the Client of the demand for payment.

By the Client for breach by the Contractor of its obligations as set forth in this contract, provided the Client gives Contractor a written notice of breach of Contractor’s obligation and Contractor fails to cure the breach within thirty (30) days from receipt of this notice.

By either party on the contract anniversary with a ninety (90) day notice.

COMMUNICATIONS:

The Contractor’s supervisor shall maintain communication with Client by visits with Client administration.

PERSONNEL:

All personnel of the Contractor shall be trained in proper cleaning and janitorial methods and techniques. The Contractor shall certify that he is an equal opportunity employer and shall maintain responsibility for signing all necessary and required federal, state, and local forms.

The Contractor shall not employ any employee of the Client on any job within this contract without the Client’s permission.

VENUE AND JURISDICTION:

The parties agree that the jurisdiction and venue for any dispute or action under this contract shall be Missoula County, Montana.

COMPLIANCE WITH LAWS:

Contractor agrees to comply with any and all Federal, State, or local laws relating to the services provided hereunder including, but not limited to, any rules, regulations or laws relating to the handling, storage, or disposal of any hazardous substances or materials, as defined by State or Federal law, applicable to Contractor or its employees.

ASSIGNMENT OF CONTRACT:

Contractor may not assign its interest in this Contract without first obtaining the written consent of Client.

ATTORNEY FEES:

In case a suit or action is instituted to enforce compliance with any of the terms, covenants, or conditions of this Contract, there shall be paid to the prevailing party in such suit or action by the other party, the prevailing party’s costs and such further sum as the Court may determine as reasonable attorney’s fees, and in the event any appeal is taken from any judgment or decree in such suit or action, the prevailing party in such appeal is to likewise recover from the other party costs and reasonable attorney’s fees on such appeal.

THIS AGREEMENT, together with the attached exhibits, embodies the entire understanding of the parties hereto. There are no further agreements or understandings, written or oral, between the parties except as mentioned here in, nor have any representations, statements, warranties, or agreements been made by either of the parties to induce the making execution, or delivery of this agreement other than those herein expressed. In the event there is any conflict or discrepancy between the terms contained in this contract and the attached exhibit Contractor acknowledges that it has read and fully understands and appreciates the entire package of the SOW attached hereto.