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HomeMy WebLinkAboutCintas, Inc.Cintas. Inc Utilities Uniform Rental - 1999 RENTAL SERVICE AGREEMENT APPROVED, AS 0 FOR.,M BY: THIS RENTAL SERVICE AGREEMENT ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Cintas, Inc. ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same and/or its provision of any goods and/or services ("Goods and Service") hereunder shall constitute Vendor' s acceptance of all of the Agreement's terms and conditions. PERFORMANCE: City agrees to rent, on a non-exclusive basis, the Goods and Services described in attached Exhibit A, which is incorporated herein by this reference, and Vendor agrees to provide same and to othenvise perform the requirements of this Agreement and to execute its responsibilities hereunder by following and applying at all times the highest professional and technical guidelines and standards. PRICE AND PAYMENT TERMS: The total rental price for the Goods and Services contemplated herein shall be no more than the amounts set forth on attached .Exhibit A. Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within thirty (30) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. Subject to the above, if the undisputed invoice amount is not paid within thirty (30) days of its receipt by City, Vendor shall so notify City. If such amount as is not disputed is not thereafter paid within ten (10) business days from the date such notice is received by City, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be immediately due and payable by City to Vendor as a separate debt for each month it remains unpaid. In the event an invoice amount is disputed, City shall so notify Vendor. If such dispute is not resolved to City's satisfaction within ten (10) business days after notice of such dispute is given, City shall pay such amount as is in dispute, under protest, into the Carmel City Court, which court shall hold such monies until provided with a settlement agreement signed by both parties hereto or a final judgment has been entered thereon. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications, samples, instructions, directions and/or descriptions thereof furnished by Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. In addition, Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services covered by this Agreement have been selected and provided by Vendor based upon City's stated use and will be fit and sufficient for the particular purposes intended by City. Cintas, Inc Utilities Uniform Rental - 1999 TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. PRICE TERMS: All of the prices, terms and warranties granted by Vendor heroin are at least as favorable to City as those offered by Vendor to other customers renting the same or similar Goods and Services under the same material terms and conditions. Vendor further agrees to provide City with no less than three (3) weeks of free Goods and Services during each year in which this Agreement is in effect, such free Goods and Service to be provided in one (1) week increments in February, June and October of each such year. DISCLOSURE AND WARNiNGS: Vendor shall promptly furnish to City, in writing, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. Prior to and with the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of Goods and Services. City shall notify Vendor, in writing, of any hazardous materials of which it has actual knowledge that are contained on the garments and other textiles serviced by Vendor hereunder. FORCE MAJEURE: Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent, that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), court injunction, fires, floods, windstorms, explosions, riots, natural disasters, wars or sabotage; provided that notice of such delay (including the anticipated duration thereof) is given by the affected party to the other party within live (5) business days after discovery of the cause of such delay. During the period of such delay or failure to perform by Vendor, City, at its sole option, may rent some or all of the same or similar Goods and Services from other sources and reduce those Goods and Services provided by Vendor hereunder by such quantity, without liability to Vendor, or have Vendor provide the Goods and Services from other sources in quantities and at times requested by City and at the price set forth in this Agreement. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. Vendor shall indemnify and hold harmless City from and against any and all liabilities, losses, claims, costs and expenses, including, but not limited to, attorney fees incurred by City in connection with any such lien and/or the removal thereof. This indemnification obligation shall survive the termination of this Agreement. Utilities Uniform Rental - 1999 10. 11. 12. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a general assignment for the benefit of creditors or, if Vendor is a partnership or corporation, dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; (2) obtain, upon such terms and in such manner as City deems appropriate in its sole discretion, the same or similar Goods and Services which were to be provided to City by Vendor, and Vendor shall be liable to City for any excess costs of the City in obtaining same; and (3) exercise any other rights or remedies as are available to City at law and/or in equity. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, such insurance as is necessary for the protection of City and Vendor from any and all claims for damages or otherwise under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any and all of Vendor's agents, officers, employees, contractors, subcontractors and other persons; because of any injury to or destruction of property, including, but not limited to, loss of use resulting therefrom; or, otherwise. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C, which is incorporated herein by this reference. Vendor shall cause its insurers to name City as an additional insured on all insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold hamsless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement, Vendor's use of City property, or otherwise, except for such liabilities, claims or demands that arise directly and solely out of the negligence of City. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors, subcontractors and other persons in the performance of this Agreement, or otherwise. These indemnification obligations shall survive the termination of this Agreement. SETOFF: In addition to any right of setoff provided by law, all amounts due Vendor shall be considered net of indebtedness of Vendor to City; and City may deduct any amounts due or to become due from Vendor to City from any sums due or to become due from City to Vendor hereunder. Utilities Unifom~ Rental - 1999 13. 14. 15. 16. 17. 18. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all present and future federal, state and local laws, executive orders, roles, regulations, codes and ordinances which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, roles, regulations, codes and ordinances. This indemnification obligation shall survive the termination of this Agreement. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors, subcontractors and other persons shall comply with all existing and future laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement, with respect to the hire, tenure, terms, conditions or privileges of employment and to any other matter directly or indirectly related to employment or subcontracting because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. NO IMPLIED WAIVER: The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision thereof. NON-AS SIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers, employees, contractors, subcontractors, agents and other persons are not and shall not become employees of City, and the sole responsibility to pay to or for same all statutory, contractual and other benefits shall remain exclusively with Vendor. The rental price set forth herein to be paid hereunder by City to Vendor shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties further agree that, in the event a lawsuit is filed hereunder, they waive any rights to a jury trial they may have, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. Cintas, Inc Utilities Uniform Rental 1999 19. 20. 21. 22. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this Agreement shall remain in full force and effect. NOTICE: Subject to paragraph 21 hereinbelow, any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel One Civic Square Cannel, Indiana 46032 ATTN: John Duffy (with a copy to City Attorney, One Civic Square, Carmel, IN 46032) If to Vendor: Cintas, Inc. So S. ATTN: ANOy t-l-#nalerl,~t{,- Notwithstanding the above, notice of termination under paragraph 21 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) days from the date of such oral notice. TERMiNATION: 21.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination. 21.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons or entities executing this Agreement have the authority to bind the party which they represent. Cintas,[nc. Utilities Llnifom~Rental-1999 23. 24. 25. 26. 27. 28. 29. ADDITIONAL GOODS AND/OR SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and/or services to City. When City desires additional goods and/or services from Vendor, the Mayor or his duly authorized representative shall notify Vendor of such additional goods and/or services desired, as well as the time flame in which same are to be provided. Vendor shall then provide, at no cost to City, an estimated cost for such additional goods and/or services, as well as the date by which same will be provided to City. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and/or services shall Vendor be authorized to provide same, the identification of which shall be set forth in documents which shall be numbered and attached hereto in the order they are approved by City. TERM Subject to the termination provisions set forth in Paragraph 21 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 1999, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. BINDING EFFECT City and Vendor, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to this Agreement and to such other party's officers, officials, agents, partners, successors, assigns and legal representatives in all respects as to all covenants, agreements and obligations of this Agreement. NO THIRD PARTY BENEFICIARIES Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than City or Vendor. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, are fully aware of their respective rights, have had the opportunity to obtain the advice and assistance of an attomey throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and without any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 19 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail, unless the parties hereto, or their successors in interest, expressly and in writing agree otherwise. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety CINTAS, INC. graindresidin° Old By: rit e Date: ~~Treasurer