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FACILITIES SOLUTIONS AGREEMENTcItyrA6 FACILITIES SOLUTIONS AGREEMENT Location No. Contract No. Customer No. Main Corporate Code - 50716 Tile & Carpet Corporate Code - 50717 Date 21- Mar -16 Customer /Participating Agency _City of Clearwater Phone 727-562-4530_ Address_P.O. Box 4748 City Clearwater State_FL Zip_33756_ UNIFORM PRODUCT RENTAL PRICING: Item # Description Unit Price 935 ComfortFLEX Shirt $0.18 270/389/388 ComfortFLEX Cargo Pant (Men's & Women's) 50.33 294/297 CARHARTT FR Shirt ARC 2 50.39 371 CARHARTT FR Pant Arc 2 $0.45 910 100% Cotton Coverall $0.31 FR Uniform Advantage / Uniform Advantage 50.16 /50.04 • This agreement Is effective as of this date _March 21, 2016 for a minimum term of 36 months. The length of this rental agreement will commence with the actual uniform rental, not affiliated with the start date of the master agreement. Any negotiations of price, terms or discounts must be approved by Harford County Public Schools, with any such changes taking effect on the anniversary date of the master agreement. All requests for price changes must be justified and based upon verifiable criteria which may Include the Bureau of Labor Statistics Consumer Price Index (CPI -U) US City Average, Baltimore Region (Washington- Baltimore). **Estimated Service Start Date of May 2016 & the start of the 36 month • Name Emblem $1.146 ea • Customer Emblem $_1.529_ea • Company Emblem • Embroidery $ n/a ea $ n/a ea • COD Terms $_n /a per week charge for prior service Of Amount Due is Carried to Following Week) • Credit Terms — Charge Payments due 10 Days After End of Month • Automatic Lost Replacement Charge: Item n/a % of inventory n/a $ n/a Ea. • Automatic Lost Replacement Charge: Item n/a % of Inventory n/a $ n/a Ea. • Minimum Charge $_70% of initial recurring revenuener delivery. • Make -Up charge $_1.529 per garment. • Non- Standard/Spedal Cut Garment (i.e., non - standard, non - stocked unusually small or large sizes, unusually short or long sleeve or length, etc.) premium $_0.153 per garment. • Seasonal Sleeve Change $ n/a per garment. • Under no circumstances will the Company accept textiles bearing free liquid. Shop towels may not be used to dean up oil or solvent spills. Shop towel container $_n /a per week. • Artwork Charge for Logo Mat $n /a • Uniform Storage Lockers: $ 050 ea /week, Laundry Lock -up: $_0.50 ea /week Shipping: $_n /a • Service Charge This Service Charge Is used to help Company pay various fluctuating current and future costs Including, but not limited to, costs directly or Indirectly related to the environment, energy issues, service and delivery of goods and services, in addition to other miscellaneous costs Incurred or that may be Incurred In the future by Company. • Size Change: Customer agrees to have employees measured by a Cintas representative using garment "size samples'. A charge of $ 5.00 per garment will be assessed for employees size changed within 4 weeks of installation. • Other FACILITY SERVICES PRODUCTS PRICING: Bundle* Item # Descnption Rental Freq. Inventory Unit Price ndicated bundled items /services _-/_ ❑ Initial and check box If Unllease. All Garments will be cleaned by customer J_ ❑ _ Initial and check box If receiving Linen Service. Company will take periodic physical Inventories of Items In possession or under control customer. ❑ _ Initial and check box if receiving direct embroidery. If service Is discontinued for any employee or Customer deletes any of the garments Date direct embroidery for any reason, or terminates this agreement for any reason or fails to renew this agreement, Customer will purchase all direct CUSTOMER: t ' ffjjn�-��-� Cintas Loc. No:_069 -Pi - II s P; y. Please Sign Name 14) /�' Evb[.h ?61 By: _Christopher Dunn Title: _Sales Manager Please Print Name 1.L wrv. Ht. R Please Print Title G L _� }i Accepted-GM: _Matt Broehl "'J' Email US Communities Participating Public Agencies Terms 1• Partidpating Public Agencies: Supplier agrees to extend the same terms, covenants agreed to under the Master Agreement with Lead Public Agency Harford County Public Schools to other government agencies ( "Partidpating Public Agencies") that, in their discretion, desire to access the Master Agreement in accordance with all terms and conditions contained herein or attached hereto. Each participating Public Agency will be exdusively responsible and deal directly with Supplier on matters relating to length of agreement, ordering, delivery, inspection, acceptance, invoicing, and payment for products and services in accordance with the terms and conditions of the Master Agreement. Any disputes between a Participating Public Agency and Supplier will be resolved directly between them in accordance with and govemed by the laws of the State In which the Partidpating Public Agency exists. 2. Master Agreement available at www.uscommunitles.ora Supplier General Service Terms Section 3• Prices Customer agrees to rent from Company, and Company agrees to provide to Customer, the Merchandise, inventory and services described on Exhibit A, "Merchandise & Pricing" at the prices set forth in Exhibit A. There will be a minimum charge of thirty -five dollars ($35.00) per week for each Customer location required to purchase its rental services from Company as set forth in this Agreement. 4• Buyback of Non - Standard Garments Customer has ordered from Company a garment rental service requiring embroidered garments that may not be standard to Company's normal rental product line. Those non - standard products will be designated as such under Garment Description in Exhibit C. In the event Customer deletes a non - standard product, alters the design of the non - standard product, fails to renew the Agreement, or terminates the Agreement for any reason other than documented quality of service reasons which are not cured, Customer agrees to buy back all remaining non- standard products allocated to Customer that the Company has in service and out of service at the then current Loss/Damage Replacement Values. 5• Garments' Lack of Flame Retardant Or Add Resistant Features Unless specified otherwise in writing by the Company, the garments supplied under this Agreement are not flame retardant or acid resistant and contain no spedal flame retardant or acid resistant features. They are not designed for use in areas of flammability risk or where contact with hazardous materials is possible. Flame resistant and add resistant garments are available from Company upon request. Customer warrants that none of the employees for whom garments are supplied pursuant to this Agreement require flame retardant or acid resistant clothing. 6• Logo Mats In the event that Customer decides to delete any mat bearing the Customer's logo (Logo Mat) from the rental program, changes the design of the Logo Mats, terminates this agreement for any reason or falls to renew this Agreement, the Customer will purchase at the time of deletion, design change or termination, all remaining Logo mats that the Company has in service and out of service held in Inventory at the then current Loss/Damage Replacement Value. 7• Adding Employees Additional employees and Merchandise may be added to this Agreement at any time upon written or oral request by the Customer to the Company. Any such additional employees or Merchandise shall automatically become a part of and subject to the terms of this Agreement. If such employees are employed at a Customer location that is then participating under this Agreement, the Customer shall pay Company the one time preparation fee indicated on Exhibit A. Customer shall not pay Company any one time preparation fee for garments for employees included In the Initial installation of a Customer location. There will be a one -time charge for name and /or company emblems when employees are added to the program in garments requiring emblems. 8• Emblem Guarantee Customer has requested that Company supply emblems designed exclusively for Customer featuring Customer's logo or other specific identification (hereinafter "Customer Emblems "). Company will maintain a sufficient quantity of Customer Emblems in inventory to provide for Customer's needs and maintain a low cost per emblem through quantity purchases. 9• In the event Customer decides to discontinue the use of Customer Emblems, changes the design of the Customer Emblems, terminates this Agreement for any reason or fails to renew this Agreement, the Customer will purchase at the time of deletion, design change, termination or expiration, all remaining Customer Emblems that the Company allocated to Customer at the price indicated on Exhibit A of this Agreement. In no event shall the number of Customer Emblems allocated to Customer exceed the greater of (a) twelve (12) months' volume for each unique Customer Emblem or (b) a quantity agreed to by Company and Customer and noted on Exhibit A. 10• Terminating Employees Subject to the provisions of this Agreement, the weekly rental charge attributable to any individual leaving the employ of the Customer, or on a temporary leave of absence of three (3) weeks or more, shall be terminated upon oral or written notice by the Customer to the Company but only after all garments issued to that individual, or value of same at the then current Loss /Damage Replacement Values, are returned to Company 11• Replacement In the event any Merchandise is lost, stolen or is not returned to Company, or is destroyed or damaged by fire, welding damage, acid, paint, ink, chemicals, neglect or otherwise, the Customer agrees to pay for said Merchandise at the then current Loss/Damage Replacement Values. 12• Indemnifkation To the fullest extent permitted by law, Company agrees to defend, indemnify, pay on behalf of and save harmless the Participating Public Agency, Its elected and appointed officals, agents, employees and authorized volunteers against any and all daims, liability, demands, suits or loss, including reasonable attorneys' fees and all other costs connected therewith, arising out of or connected to the services provided by Company under this Contract, but only to the extent of Company's negligence. 13• Additional Items: Additional customer employees, products and services may be added to this agreement and shall automatically become a part of and subject to the terms hereof and all of its provisions. If this agreement Is terminated early for convenience, the parties agree that the damages sustained by Company will be substantial and difficult to ascertain. Therefore, if this agreement is terminated by Customer prior to the applicable expiration date for any reason other than documented quality of service reasons which are not cured, or terminated by Company for non - payment by Customer at any time Customer will pay to Company, as liquidated damages and not as a penalty based upon the following schedule: If this agreement is cancelled for convenience in the first twelve months of the term, Customer shall pay as liquidated damages equal to 50 weeks of rental service. If this agreement Is cancelled for convenlence In months thirteen (13) through eighteen (18) of the term, Customer shall pay as liquidated damages equal to 36 weeks of rental service If this agreement Is cancelled for convenience in months nineteen (19) through twenty -four (24) of the term, Customer shall pay as liquidated damages equal to 23 weeks of rental service. If this agreement is cancelled after 24 months of service, Customer shall pay as liquidated damages of 10 weeks of rental service. Customer shall also be responsible to return all of the Merchandise allocated to such Customer locations terminating this Agreement at the then current Loss/Damage Replacement Values and for any unpaid charges on Customer's account prior to termination. Addendum To Facilities Solutions Agreement Flame Resistant Garments Cintas Corporation agrees to provide services to the agreed upon locations of the City of Clearwater as governed by the Facility Solutions Agreement entered into on 11 March 2016 by and between Cintas Corporation and the City of Clearwater. Both parties agree to the terms below: • Customer bears the full responsibility for selecting the fabrics under this agreement. Customer acknowledges that Company has made no warranty or covenant with respect to the flame - resistant qualities of the fabrics or garments or with respect to the fitness or suitability of the fabrics or garments for this purpose. Customer acknowledges that numerous manufacturers market fabrics represented to be flame - resistant. Company makes no independent representation as to the flame- resistant qualities of the fabric selected by Customer as compared to other available fabrics or fabrics which may become available in the future. Customer agrees to notify all employees of Customer who will be wearing the flame - resistant garments that the garments are not designed for long term high heat exposure or for use around open flames and that no representation is made as to the garment's ability to protect users from injury or death. • Company and Customer each agree to defend, indemnify and hold the other harmless from claims for injury or property damage arising out of the performance of this Contract, but only in proportion to and to the extent such injury or property damage is caused by or results from the negligence of the indemnifying party. This indemnification shall not be construed to be an indemnification for the acts or omissions of third parties, independent contractors or third party agents of Customer. This indemnification shall not be construed as a waiver of Customer's sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Customer could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against Customer must comply with the procedures found in §768.28, Florida Statues. In order to comply with the requirements of §129.06, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is limited to the lesser of the amount payable by either party under the substantive provisions of this Agreement, or the limitations of §768.28, Florida Statutes. In addition, this indemnification shall be construed to specifically not include any attorney's fees or costs associated therewith. • In consideration of the sizeable investment Company is making in flame - resistant garments, Customer guarantees Company minimum weekly revenue equal to 70% of the initial invoice; provided, however the minimum weekly revenue amount will increase by an amount equal to 70% of any increases in the weekly invoice. Cinta Corporation Printed e d Signature Date 5 6 Jia' 2 5i City of Clearwater: Printed Name 44444v-s7 Signature Date .5 30 ��lt: