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2015-113 Denise Noak From: Freddy Suarez Sent: Tuesday, February 09, 2016 11 29 AM To: Denise Noak Subject: Cintas Agreement Hi Denise, This email serves as notice that I will not be piggybacking the contract with Cintas Corporation that was approved on the July 14th Council meeting Thank you. Freddy L. Suarez, MPA, CPPB Purchasing Director I 685 W Montrose St,Clermont, FL 34711 CLER cNT Tel 352-241-7350 I Fax 352-394-2379 fsuarez(c clermontfl orq UhaceofChamFsw� www clermontfl gov Our mission To preserve and enhance the quality of life for the Clermont community by providing exceptional services IiI • �M N V l r < 5110tf ' " • 2015 Award Winner AGREEMENT FOR UNIFORM RENTAL AND LEASE SERVICES THIS AGREEMENT, made and entered into this 114 day of 2015, A.D., by and between the City of Clermont 685 West Montrose Street, Cler ont, Flonda (hereinafter referred to as "CITY"), and CINTAS CORPORATION NO. 2, 6800 Cintas Boulevard, Mason, OH 45040 (hereinafter referred to as "CONTRACTOR"). WHEREAS, the Volusia County B.C.C., Florida through the public procurement process awarded Solicitation No. RFP 12-P-47IF for Uniform Rental, Lease, and Purchase; WHEREAS, based on CONTRACTOR's response to Solicitation No. RFP 12-P-47IF the Volusia County B.C.C. entered into a contract for the provision of uniform rental and lease, contract number 12-P-47-IF; WHEREAS, CITY desires to utilize the above-referenced awarded bid and CONTRACTOR's response thereto in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the contract entered into with the City of Orlando. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows. ARTICLE I - SCOPE OF WORK The CONTRACTOR shall provide uniform rental and lease services as described in the Volusia County B.C.C. contract attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in Contract number 12-P-47-IF which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. To the extent of a conflict between this Agreement and Exhibit"A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II - THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in set forth in Exhibit 'A', attached hereto and incorporated herein. ARTICLE III—TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties, and shall remain in effect until July 31, 2016, unless terminated or renewed by the Volusia County B.C.C. or as provided for herein. 1 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all items in the timeframe as set forth in Exhibit "A" and the applicable purchase order or notice to proceed. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth herein, CONTRACTOR shall submit a payment request by the third (3rd) day of each calendar month for items provided during the preceding calendar month. CITY shall make payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for services provided and accepted by the CITY. ARTICLE VI—DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance - The CONTRACTOR shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the 2 CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. CONTRACTOR's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may anse from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (a) CONTRACTOR's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each Bodily Injury& Property Damage Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. SubCONTRACTOR's Public Liability and Property Damage Insurance - The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain dunng the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 4. Indemnification Rider (a) To cover to the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, ansing out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attnbutable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless 3 of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subCONTRACTOR under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE VIII - NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Cintas Corporation No. 2 6800 Cintas Boulevard Mason, OH 45040 Attn: Chad Zaniewski, Branch Manager CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX—MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. Waiver. The waiver by city of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or 4 of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement. 3. Severability. If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment. Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties. 5. Entire Agreement. This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by CONTRACTOR. 6. Assignment. This agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida. 8. Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 5 (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONSULTANT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. ARTICLE X - AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order/Notice to Proceed 3. All documents contained in Volusia County B.C.C. Contract number 12-P-471F dated July 12, 2012 (Exhibit"A"hereto). IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this )44 day of Zrt 1 ki, ,2015. Attest: CITY OF CLERMONT, FLORIDA BY: , BY: .e a, Tracy Ackroyd, City Clerk L. Ash, Mayor Attest: Cintas Corporation No. 2 BY: BY: Corporate Secretary Printed Name/Title Printed Name/Title 6 File Number: 2871 Page 1 of 1 Date: 06/11/2015 AGENDA ITEM Item: 16 []Ordinance [] Resolution [] Budget Resolution [X]Other Department: Public Works Division: Administrative Services Subject: Renewal of contracts for rental, lease, and purchase of uniforms 12-P-47IF John Angiulli Jeaniene Jennings Legal County Manager's Office Director Public Works Director Purchasing Daniel D Eckert Donna DePeyster County Attorney Director Legal Approved in Department Department Approval Accordance with Purchasing Policies and Procedures Division Approval Tammy Bong Director Management Approved as to Form and Legality and Budget Approved as to Budget Requirements Council Action:Approved As Recommended Modification: Fund Number(s): Description: Amount: 999 Various County-wide usage, various accounts $120,000 00 Total Item Budget: $120,000.00 Staff Contact(s): Phone: Ext. John Anguilli 386 736 5965 12712 John Gamble 386 736 5965 15527 Summary/Highlights: On July 12, 2012, the county council awarded a three-year contract with two, one-year renewal options for rental, lease, and purchase of uniforms to Cintas Corporation #149, Daytona Beach, FL and Plexus Marketing, Inc , d/b/a Plexus, Inc , DeLand, FL Staff recommends through Amendment No 1, the approval of the first renewal option Estimated annual expenditure is $120,000 Historical expenditure data is attached The contract is available for review in the purchasing and contracts division. Recommended Motion: Approval Budget 2-2 AMENDMENT NO. 1 TO CONTRACT BETWEEN COUNTY OF VOLUSIA, FL AND CINTAS CORPORATION NO. 2 THIS AMENDMENT No. 1, is made and entered into by and between the COUNTY OF VOLUSIA, FLORIDA,a body corporate and a political subdivision of the State of Florida, with its business address at 123 West Indiana Avenue, DeLand, Florida, 32720, (hereinafter "County"), and CINTAS CORPORATION NO. 2, with its pnncipal place of business located at 6800 Cintas Boulevard, Mason, OH 45040, incorporated in Ohio and licensed to do business in the State of Florida(hereinafter"Contractor"). RECITALS WHEREAS, the County and Contractor entered into a Contract between County of Volusia, Flonda and Cintas Corporation No 2 for Uniform Rental, Lease, and Purchase ("Contract") on July 12, 2012, under which, Contractor agreed to provide specified services with an initial term of three (3)years, from July 12,2012 through July 31,2015, and WHEREAS, the County and the Contractor desire to amend the Contract through this Amendment No. 1 by modifying Article 6 titled "Term of Contract,"by replacing Section 6 1 to correct the term of the Contract in accordance with Section 4 23 titled "Award Term" of the RFP 12-P-47IF; and WHEREAS, the County and the Contractor desire to exercise the first one-year renewal as allowed for in the previous paragraph by extending the term of the Agreement through July 31, 2016. NOW, THEREFORE, in consideration of the foregoing recitals and representation which are hereby adopted as material to this Amendment No. 1,the parties hereto do covenant and agree as follows: 1. The parties agree that the foregoing recitals are true, correct and material to the Contract and this Amendment No. 1 2 The parties agree to amend Article 6 titled "Term of Contract," Section 6 1 to read as follows- The term of this Contract shall begin on the date it is fully executed by both parties (the Effective Date) and shall expire three (3) years after the Effective Date This Contract may be renewed for two (2) successive one (1)-year terms upon mutual agreement. 3 The parties agree to extend the term of this Agreement by exercising the first of two (2) one- year renewals authonzed in Article 6, "Terms of Contract," thus extending the Agreement through July 31,2016 1 IN WITNESS WHEREOF, the parties have made and executed this Amendment No. 1 to Agreement between County of Volusia, Florida and Cintas Corporation No. 2 on the respective dates under each signature CINTAS CO ' ' t ' TION NO.2 COUNTY O . 'Of e� BY. ` B . %moi e Chair aru-"ski <*o►'frlavis Branch Manager ounty Chair Date ti Date: Attest. Atte.t: e/i/ 14 Signature /ames Dinned d - County Mai41‘ Name and Title .s; ', • '` . �x ��'_ 1� h Date Date- CC Date. -W / (d /2015 2 tik.„„,„.„...._.,,,,,m—,.....,.............. Volusia County FLORIDA CONTRACT FOR UNIFORM RENTAL, LEASE AND PURCHASE Between THE COUNTY OF VOLUSIA AND CINTAS CORPORATION NO. 2 County of Volusia Purchasing & Contracts Division 123 West Indiana Avenue, Suite 302 DeLand, Florida 32720-4608 386-736-5935 Table of Contents 1 EXHIBITS 3 2 ORDER OF PRECEDENCE 4 3 DEFINITIONS 4 4 SCOPE OF SERVICES 7 5 COMPENSATION AND METHOD OF PAYMENT 8 6 TERM OF CONTRACT 9 7 LIMITATION OF LIABILITY AND INDEMNIFICATION OF COUNTY 9 8 INSURANCE 10 9 TERMINATION 14 10 DISPUTE RESOLUTION 16 11 LOCAL GOVERNMENT LAWS 17 12 PAYMENT OF SUBCONTRACTORS 19 13 MISCELLANEOUS PROVISIONS 20 P 11NGA12012 Bids112-P-471F Un:fonns Rental,Lease and PurchaselConttactlCtntas Corporation Contractdoc Page 2 of 24 CONTRACT FOR UNIFORM RENTAL, LEASE AND PURCHASE This Contract is made and entered into by and between Cintas Corporation No. 2, duly authorized to conduct business in the State of Florida, whose principal place of business is located at 6800 Cintas Boulevard, Mason, OH 45040 (hereinafter the "Contractor"); and County of Volusia, a body corporate and politic and a subdivision of the State of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, FL 32720 (hereinafter"County"). RECITALS WHEREAS, this Contract is the result of the solicitation process for the County's Request for Proposals for Uniforms Rental, Lease and Purchase services for the County of Volusia, RFP 12-P- 471F; and WHEREAS, Contractor has represented that it can provide uniform rental, lease and purchase services for the County of Volusia and the Scope of Services in the Contract; and WHEREAS, the County requires a competent and qualified contractor to provide uniforms rental, lease and purchase services in support of the County's operations; and WHEREAS, the County has requested and received expressions of interest for the retention of services of competent and qualified contractors, specifically providers of uniforms rental, lease and purchase services; and WHEREAS, County has determined that the Contractor has the resources, experience, and proficiency to provide (a) the Services requested in RFP 12-P-47IF, including, those services as may be hereinafter described in and referred to as the Scope of Services; and/or (b) Documentation; and WHEREAS, it has been determined that the execution of this Contract is beneficial to the citizens of County of Volusia, Florida. NOW, THEREFORE, in consideration of the foregoing recitals which are true, material, and incorporated herein by reference, and other specific consideration set forth in this Contract, the receipt and sufficiency of which is acknowledged by the Contractor and County, the parties agree and stipulate as follows. 1 EXHIBITS 1.1 The exhibits listed below are incorporated into and made part of this Contract. 1.1 1 Exhibit A RFP 12-P-47IF and Addenda 1 through 4 1 1 2 Exhibit B Proposal from Cintas Corporation No. 2 1 1.3 Exhibit B1 Clarification Questions from Cintas Corporation No 2 1 1.4 Exhibit C Scope of Services 1 1.5 Exhibit D County Tax Exemption Certificate P 1lNGA12012 Btds112-P-477F Uniforms Rental,Lease and Purchase\Contract\Cmtas Corporation Contraot.doc Page 3 of 24 2 ORDER OF PRECEDENCE 2 1 If Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor shall provide written notice of the conflict, error, or discrepancy to the County Project Manager and request the County Project Manager's interpretation and direction before proceeding with the Work affected thereby. Such notice shall be provided by the Contractor to the County's Project Manager in a timely fashion so as not to cause additional costs due to delay. In resolving such conflicts, errors and , discrepancies, the Contract Documents shall be given precedence in the following order 2.1 1 In the event of any conflicts or inconsistencies between provisions of the exhibits or attachments to this Contract, the following order of precedence shall govern 2 1.1.1 First This Contract with its exhibits and attachments in the following order. 2 1 1.1.1 The terms and conditions in the main body of this Contract. 2 1.1.2 Second: Exhibit A—RFP 12-P-47IF and Addenda 1 through 4 2 1 1.3 Third Exhibit B - RFP Response from Cintas Corporation No 2 2.1.1.4 Fourth Exhibit B1 —Clarification questions from Cintas Corporation No. 2 2.1.1 4 Fifth: Exhibit C-Scope of Services 2.1.1.5 Sixth: Exhibit D— County Tax Exempt Certificate 3 DEFINITIONS 3.1 For this Contract and any incorporated Scope of Services below or future scopes of services), certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in both. In the event there is a conflict between a term defined in this Contract and the incorporated Scope of Services (Exhibit C) and Contractor's Proposal with Clarifications (Exhibits B and B1)or any future scopes of services incorporated herein, the definition in the Scope of Services or future scopes of services, as applicable, shall govern for this Contract. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Contract and the Scope of Service, shall have the meanings ascribed to them in Webster's New Collegiate Dictionary (G & C Merriam Co., 11th ed., July 2003, or any subsequent edition). 3.2 Addendum: A written explanation, interpretation, change, correction, addition, deletion, or modification affecting the Contract Documents, including drawings and specifications approved by the County and issued by the County or Consultant and/or distnbuted to third parties P UNGA\2012 Bidsll2-P-47JF Uniforms Rental,Lease and Purchase\ContractlCmtas Corporation Conract.doc Page 4 of 24 3.3 Affidavit: The instrument which is to be signed by Cintas Corporation No. 2 and submitted to the County upon the County's request through the Project Manager, upon completion of a job, task, inspection or testing or certification, confirming that said job, task, inspection or testing or certification has been properly and satisfactorily performed in accordance with all applicable statutory and safety standards and the Scope of Services. It shall also mean such instrument that may be requested by the County incidental to partial payments 3 4 Agency: The state, a state agency, a municipality, a political subdivision, a school district, or a school board. The term "agency" does not extend to a nongovernmental developer that contributes public facilities to a political subdivision under Sections 380.06 or 163.3220-163.3243 of the Florida Statutes. 3.5 Amendment: An amendment to this Contract in writing by the County, approved by the Director of Purchasing, and signed by the County and authorizing an addition, deletion, or revision in the Statement of Services, or an adjustment in the Contract price or the time for completion issued after execution of this Contract. 3.6 Calendar day: Any day, including Saturdays, Sundays, and holidays, regardless of weather conditions. 3 7 Change Order: A written order to the contractor signed by the County authorizing an addition, deletion, or revision in the Work or Services, or an adjustment in the contract price or time. 3.8 Compensation. The amount paid by the County to Contractor for professional services regardless of whether stated as compensation or stated as hourly rates, overhead rates, or other figures or formulas from which compensation can be calculated which includes the total monies payable to the Contractor under this Contract which includes all services, labor, materials, supplies, travel, training, profit, overhead, costs, expenses, and any other costs necessary to complete this Contract. 3.9 Contract: This Agreement, including its articles, exhibits, attachments and Contract Documents 310 Contract Administrator: The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Contract. 3 11 Contract Documents: Contract documents shall include but are not limited to the following: (1)This Agreement and Exhibits "A", 'B", "B1", "C"and "D", (2) certificates of insurance, (3) Notice of Award and/or Notice to Proceed, (4) the conditions of this Agreement (general, special, supplementary, and other), (5) drawings or schedules, (6) job specifications, (7) written interpretations, (8) change orders, (9) project manuals, (10) addenda issued before the execution of this Contract, and, (11) any modifications or amendments to this Contract issued after execution. 3 12 Contractor That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that has submitted a response to RFP #12-P-47IF for the purpose of obtaining business with the County to provide the product and/or services described herein and is properly licensed and certified P 1INGA12012 Blds112-P-471F Uniforms Rental,Lease and Purchase\Contract1C,ntas Corporation Contract doc Page 5 of 24 3.13 Contractor's services* Those services within the Scope of Services of this Contract or any exhibit, attachment or addendum thereto which relates to the General Scope of Services for this Contract in connection with Contractor's employment or practice or provision of work or services. 3.14 County: The County of Volum, Florida, a political subdivision of the State of Florida for whom work or services are to be performed 3 15 County Representative. Also known as the person designated by the County to review, approve and make decisions regarding the Statement of Services in this Contract. 3 16 Deliverable(s): The result(s) or end products of a Project requested pursuant to the Scope of Services that meet the defined specifications, warranties, and functional parameters articulated in such order or request and this Contract. 3 17 Effective Date: The date that this Contract, including any Addendum, Amendment, Modification or exhibits attached thereto, is fully executed by Contractor and the County 3 18 Firm: Any individual, firm, partnership, corporation, association, or other legal entity permitted by law to practice architecture, engineering, or surveying and mapping in the state. 3.19 Inspector or Field Representative: County Employee or an authorized representative of Cintas Corporation No. 2 assigned to make inspections of the work performed and materials furnished pursuant to this Agreement. 3.20 Master Agreement. The payment vehicle through with the successful Respondent(s) shall be compensated. Master Agreement(s) will be issued in accordance with the specifications, terms, and conditions of this RFP document and shall be valid for a specified period of time. 3.21 Notice of Award: A written notice by County that Cintas Corporation No. 2 has been deemed to be highly qualified and approved for an award of this contract. 3.22 Notice to Proceed: The official letter from the County to Cintas Corporation No 2 establishing a date on which the Work in this Agreement shall commence 3.23 Owner: The owner is Volusia County for whom all Work or Services under this Agreement are to be performed by Cintas Corporation No.2. 3.24 Project: An order for Uniform Rental, Lease and Purchase Services, Deliverables, or Work issued by the County pursuant to this Contract, including any specifications issued in connection therewith 3.25 Project Manager or County Project Manager: The County employee who is assigned to the Project and is responsible for the day-to-day administration and coordination of the Project for the County The County may change the Project Manager at any time by providing notice to Cintas Corporation No. 2 P 1INGA12012 Bids112-P-471F Uniforms Rental,Lease and PurchaselContract'Clntas Corporation Contractdoc Page 6 of 24 3.26 Scope of Services: The services, herein defined in this Contract under a Scope of Services (e.g., Exhibit C) that is agreed to by the parties in writing, which includes responsibility on the part of the Contractor for performing and complying with all incidental matters pertaining thereto 3 27 Services: Those services defined in the Scope of Services as may be requested from time to time by the County and performed by the Contractor, including: the services, duties, and obligations to be carried out and performed by the Contractor under the Contract and pursuant to the Scope of Services. 3 28 Statement of Services: The general services/work, herein defined in this Contract including responsibility for performing and complying with all incidental matters pertaining thereto pursuant to project specifications and requirements. The terms "Statement of Services," or"Scope of Services,"shall be synonymous 3 29 State: State of Florida. 3.30 Subcontractor: A person other than a matenalman or laborer who enters into a contract with a contractor for the performance of any part of the basic Contract 3 31 Work: Any and all obligations, Services, duties and responsibilities necessary to the successful completion of a Project assigned to or undertaken by Contractor under the Contract or a Master Agreement issued pursuant to this Contract, including the furnishing of all labor, materials, products, and other items incidental thereto 4 SCOPE OF SERVICES 4.1 Contractor shall perform all Work or Services identified in this Contract and its attached Exhibits A- C or schedules, which Exhibits are attached hereto and made a part of this Contract. 4.2 County reserves the right to amend the Scope of Services upon mutual written consent of both parties. 4.3 Contractor and County may agree through an Amendment or Change Order pursuant to the terms and conditions of this Contract to perform future scope of services that relate to the Project. 4.4 Contractor represents that all persons delivering the Services required by this Contract have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and Services set forth in the Scope of Services, and to provide and perform such Services to County's satisfaction for the agreed compensation. Contractor shall render all Services under this Contract in a professional manner. Contractor agrees to perform all Work or Services in the most expeditious and economical manner consistent with the standard of care applicable to a Contractor with the degree of skills and diligence normally employed by a professional in its field, performing the same or similar services. Contractor shall perform its duties, obligations, and Work under this Contract in a skillful and competent and workmanlike manner P 11NGA12012 Btds112-P-471F Uniforms Rental,Lease and Purchase\ContractlCtntas Corporanon Contract doc Page 7 of 24 4 5 Assurance. Contractor gives County its assurance that all Work and Services performed under this Contract shall be performed in a competent and workmanlike manner and in accordance with the specifications and requirements of the Contract Documents or approvals required under the Contract Documents All Services not conforming to the specifications and requirements of the Scope of Services or with the inspections, tests (if applicable) or approvals as set forth in the Scope of Services shall be considered materially defective and constitute a breach of this Contract. 4.6 Documentation: Contractor agrees to provide County with all Documentation in electronic format in searchable PDF format and/or hardcopy as requested by the County Project Manager. 5 COMPENSATION AND METHOD OF PAYMENT 5.1 No Guarantee as to the Purchase of Work or Services. The purpose of this Contract is to govern transactions for uniform rental, lease and purchase services as between the County and the Contractor, who has been deemed qualified to provide uniform rental, lease and purchase services pursuant to the selection process pursuant to RFP #12-P-47IF. Neither this Contract nor the County's determination that the Contractor is qualified to perform the uniform rental, lease and purchase services described herein shall operate as a guarantee that the County will purchase or procure any minimum amount of work and/or services from the Contractor or that the Contractor will have an exclusive right to provide uniform rental, lease and purchase services to the County. Rather, execution of this Contract makes the Contractor eligible to perform uniform rental, lease and purchase services for the County as such work may be needed or requested by the County from time to time. 5.2 Covenant to Abide by the County's Procurement Procedures and Processes. As a qualified provider of uniform rental, lease and purchase services, Contractor hereby covenants and agrees to abide by the County's purchasing policies and ordinances. 5 3 Purchases. As required, orders for work and services pursuant to this Contract shall be procured through the issuance of Master Agreement documents, which shall constitute the payment vehicle for each order. 5 4 Payment Terms. 5.4.1 The County will remit full payment on all undisputed invoices within forty-five (45) days from receipt by the appropriate person(s) (to be designated at time of Contract)of the invoice(s)or receipt of all products or services ordered 5 4.2 Pursuant to Chapter 218, Florida Statutes, the County will pay interest not to exceed one percent (1%) per month on all undisputed invoices not paid within thirty (30)days after the due date. 5 4.3 The County has the capabilities of Electronic Fund Transfer (EFT) For each order issued or quote requested, the Contractor shall list any discounts for prompt payment and/or willingness to accept Electronic Funds Transfer (EFT) and the discount to be applied to such payments P 1INGA12012 Bids\12-P-471F Uniforms Rental,Lease and Purchase\Contraet\Ctntas Corporation Contract.doc Page 8 of 24 5 4.4 Contractor consents and agrees that the County may withhold from any payment monies owed by the Contractor to the County for any legal obligation between the Contractor and the County, including but not limited to real property taxes, personal property taxes, fees, and commissions. 5.5 Taxes. The County of Volusia is exempt from Federal Excise Taxes and all sales taxes, and shall not be charged by the Contractor for such taxes. The County of Volusia, Florida currently possesses State Exemption Certificate No. 74-07-059158- 53C 5.6 Failure to deliver. In the event of failure of the Contractor to deliver services in accordance with the Contract terms and conditions and any Master Agreement(s) issued, the County, after due written notice, may procure the services from other qualified contractors or otherwise provide for such services in-house and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the County may have 6 TERM OF CONTRACT 6.1 Term of Contract. The term of this Contract shall begin on the date it is fully executed by both parties (the Effective Date) and shall expire three (3) years after the Effective Date. 7 LIMITATION OF LIABILITY AND INDEMNIFICATION OF COUNTY 7.1 Contractor shall, at its own expense, indemnify, defend, and hold harmless the County and its public officials (elected and appointed), successors and successors in interest, officers, agents, attorneys, and employees from and against all claims of every kind and nature (including losses incurred or suffered in consequences either of bodily injury to any person or damage to property), damages, losses, and expenses including reasonable attorney's fees caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and its Subcontractors or agents performing Work or Services under the Contract, caused in whole or in part by any negligent act or omission of Contractor, any of Contractor's Subcontractors or anyone employed by any of them or anyone for whose acts any of them may be liable if the Contractor or its Subcontractors have directed or supervised or otherwise caused an indemnified party to engage in such negligent, wrongful, or reckless act. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in the Contract. 7.2 In all claims against the County, or any of its public officials (elected and appointed), successors and successors in interest, officers, agents, attorneys, and employees by any employee of Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, no indemnification obligation shall be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor, or any Subcontractor or Sub-subcontractor under Florida's Workers' Compensation acts, disability benefit acts, or other employee benefit acts. 7.3 Sovereign Immunity. The County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section 768.28, Florida P IINGA\2012 Bids\12-P-471F Uniforms Renal,lease and Purchase\Contraet\Cintas Corporation Contract.doc Page 9 of 24 Statutes. Notwithstanding anything set forth in any section of this Contract to the contrary, nothing in this Contract shall be deemed as a waiver of immunity of limits of liability of the County beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature or may be adopted by the Florida Legislature and the cap on the amount and liability of the County for damages regardless of the number or nature of claims in tort, equity or contract shall not exceed the dollar amount set by the legislature for tort. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim against the County, which would otherwise be barred under the Doctrine of Sovereign Immunity or operation of law. 7 4 If either party should become entitled to claim damages against the other party for breach of contract arising from the Contract, the party in breach shall be liable only for the amount of actual direct damages up to a maximum amount equal to the sums paid or payable under the Contract. 7.5 In no event shall either party be liable to the other for any incidental, indirect, special, punitive or consequential damages even if the party knew or should have known about the possibility of such damages for any provision of the Contract 8 INSURANCE 8 1 Required Types of Insurance The Contractor shall purchase and maintain at its own expense, during the term of this Contract the following types and amounts of insurance with limits no less than those shown below, in the form and from companies satisfactory to the County. SCHEDULE LIMITS Workers' Compensation $ 500,000 Employers Liability $ 100,000 Each Accident (including Appropriate Federal Acts) $ 500,000 Disease Policy Limit $ 100,000 Each Employee/Disease Commercial General Liability $2,000,000 General Aggregate Premises-Operations $2,000,000. Products/CompOps Aggregate Products-Completed Operation $1,000,000. Personal/Advertising Injury Blanket Contractual Liability..... ... $1,000,000 Each Occurrence Independent Contractors $50,000. Fire Damage $5,000. Medical (The County of Volusia shall be named as an additional insured under all of the above Commercial General Liability coverage.) Auto Liability $1,000,000 CSL All autos-owned, hired or no-owned (Symbol 1 Coverage) P\INGA12012 Btds112-P-471F Uniforms Rental,Lease end Ptuohase\Contraet\Cintas Corporation ContraeLdoc Page 10 of 24 8.1.1 Minimum underlying coverages shall include Commercial General Liability, Automobile Liability and Workers' Compensation/Employer's Liability (Umbrella liability limit will not be required to be carried by subcontractors ) (If the services provided require the disposal of any hazardous or non- hazardous materials off the job site, the disposal site operator must furnish a certificate of insurance for Pollution Legal Liability with coverage for bodily injury and property damage for losses that arise from the facility that is accepting the waste under this contract) 8 1.2 Umbrella or Excess Liability policies may be used to obtain the total limits of liability required to meet the required limits of coverage stated above Evidence of such coverage should clearly demonstrate the underlying coverages/policies that are included. 8.1 3 Workers' Compensation Insurance Workers' Compensation insurance is required for all employees of the Contractor, employed or hired to perform or provide Work or Services under this Contract or that is in any way connected with Work or Services performed under this Contract, without exclusion for any class of employee, and shall comply fully with the Florida Workers' Compensation Law (Chapter 440, Florida Statutes, Workers' Compensation Insurance) and include Employers' Liability Insurance with limits no less than the statutory amount shown above per occurrence 8.1 3.1 Contractor and its Subcontractors, or any associated or subsidiary company doing Work on County property or under this Contract must be named in the Workers' Compensation coverage or provide proof of their own Workers' Compensation coverage, without exclusion of any class of employee, and with a minimum of the statutory limits per occurrence for Employer's liability coverage. Further, if the Contractor's Subcontractors fail to obtain Workers' Compensation insurance and a claim is made against the County by the uncovered employee of said Subcontractor of the Contractor, the Contractor shall indemnify, defend, and hold harmless the County from all claims for all costs including attorney's fees and costs arising under said employee(s)Workers' Compensation insurance claim(s). 8.14 Commercial General Liability Insurance. Commercial General Liability insurance, with a limit of not less than the amounts shown above with an aggregate limit and per occurrence basis, including coverage for the Contractor's operations, independent Contractors, Subcontractors and "broad form" property damage coverages protecting itself, its employees, agents, Contractors or subsidiaries, and their employees or agents for claims for damages caused by bodily injury, property damage, or personal or advertising injury, products liability/completed operations including what is commonly known as groups A, B, and C (libel, false arrest, slander). Such policies shall include coverage for claims by any person as a result of actions directly or indirectly related to the employment of such person or entity by the Contractor or by any of its Subcontractors arising from Work or Services performed under this Contract. Public liability coverage shall include either blanket contractual P•1INGA12012 Bids112-P-471F Uniforms Rental,Lease and Purchase\Contract\Cmtas Corporation Connactdoc Page 11 of 24 insurance or a designated contract contractual liability coverage endorsement, indicating expressly the Contractor's contract to indemnify, defend and hold harmless the County as provided in this Contract The commercial general liability policy shall be endorsed to include the County as an additional insured 8.1.5 Motor Vehicle Liability. The Contractor shall secure and maintain during the term of this Contract, motor vehicle coverage in the split limit amounts of no less than the amounts shown above per person, per occurrence for bodily injury and for property damage or a combined single limit of the amount shown above (including "Any Auto" Symbol 1 coverage), protecting itself, its employees, agents or lessees, or subsidiaries and their employees or agents against claims arising from the ownership, maintenance, or use of a motor vehicle 8.1.6 Primary and Excess Coverage. Any insurance required may be provided by primary and excess insurance policies. 8 2 Insurance Requirements 8.2 1 General Insurance Requirements: 8 2 1.1 All insurance policies shall be issued by insurers licensed and/or duly authorized under Flonda Law to do business in the State of Florida and all insuring companies are required to have a minimum rating of A- in the "Best Key Rating Guide" published by A.M. Best & Company, Inc. 8.2.1.2 Approval by County of any policy of insurance shall not relieve Contractor from its responsibility to maintain the insurance coverage required herein for the performance of Work or Services by the Contractor or its Subcontractors for the entire term of this Contract and for such longer periods of time as may be required under other clauses of this Contract. 8.2.1.3 Waiver of Subrogation. The Contractor hereby waives all rights against the County and its Subcontractors to the extent of the risk coverage by any insurance policy required hereunder for damages by reason of any claim, demand, suit or settlement (including workers' compensation)for any claim for injuries or illness of anyone, or perils arising out of this Contract. The Contractor shall require similar waivers from all its Subcontractors. This provision applies to all policies of insurance required under this Contract (including Workers' Compensation, and general liability). 8.21 4 County Not Liable for Paying Deductibles For all insurance required by Contractor, the County shall not be responsible or liable for paying deductibles for any claim arising out of or related to the Contractor's business or any Subcontractor performing Work or P 1INGA12D12 Bids112-P-471F Uniforms Rental,Lease and Purchase\ContracACimas Corporation Contram.doc Page 12 of 24 Services on behalf of the Contractor or for the Contractor's benefit under this Contract 8.2 1 5 Cancellation Notices. During the term of this Contract, Contractor shall be responsible for advising and providing the County's Risk Management and the Purchasing and Contracts divisions with copies of material notices of cancellation of the onginal insurance policies approved by the County under this Contract within two (2) calendar days of receipt of such notice or change 8 2 1 6 For any on-site Work performed by or on behalf of Contractor on County property, the County shall be named as an additional insured or additional named insured subject to review and determination by County's Risk Manager on all policies required under this Contract 8.2 1 7 Deductibles. For purposes of this Contract, Contractor shall not obtain an insurance policy with a deductible or self-insurance provision. 8 3 Proof of Insurance 8.3.1 The Contractor shall be required to furnish evidence of all required insurance in the form of certificates of insurance, which shall clearly outline all hazards covered as itemized herein, the amounts of insurance applicable to each hazard and the expiration dates. 8.3.2 The Contractor shall furnish proof of insurance acceptable to the County pnor to or at the time of execution of this Contract and the Contractor shall not commence Work or provide any Service until the Contractor has obtained all the insurance required under this Contract and such insurance has been filed with and approved by the County Upon request from the County, the Contractor shall furnish copies of the following types of insurance policies and any changes or amendments thereto, immediately, to the County and County's Risk Management and Purchasing and Contracts Divisions, prior to the commencement of any contractual obligations. This Contract may be terminated by the County, without penalty or expense to County, if at any time during the term of this Contract proof of any insurance required hereunder is not provided to the County. 8.3.3 All certificates of insurance shall clearly indicate that the Contractor has obtained insurance of the type, amount and classification required by this Article. No Work or Services by Contractor or its Subcontractors shall be commenced until County has approved these policies or certificates of insurance Further, the Contractor agrees that the County shall make no payments pursuant to the terms of this Contract until all required proof or evidence of insurance has been provided to the County This Contractor may be terminated by the County, without penalty or expense, rf proof of any insurance required hereunder is not provided to the County P\INGA12012 Bds112-P-47IF Uniforms Rental.Lease and Purchase\Contract\Ctntas Corporation Conoacidoc Page 13 of 24 8 3.4 The Contractor shall file replacement certificates with the County at the time of expiration or termination of the required insurance occurring during the term of this Contract In the event such insurance lapses, the County expressly reserves the right to renew the insurance policies at the Contractor's expense or terminate this Contract but County has no obligation to renew any policies. 8 4 The provisions of this Article shall survive the cancellation or termination of this Contract 9 TERMINATION 9.1 This Contract may be terminated by (a) either party upon the material breach by the other party if such breach is not cured within thirty (30) days written notice from the non- breaching party. 9.2 County may terminate this Contract for convenience or non-appropriation upon at least thirty(30) calendar days' prior written notice to Contractor. 9.3 The Contractor may cancel the Contract with one-hundred eight (180) days written notice to the Director of Purchasing and Contracts. Failure to provide proper notice to the County may result in the Contractor being barred from future business with the County. 9.4 After Contractor's receipt of a notice of termination pursuant to Section 9 1 above (or'to the extent Contractor has not cured a material breach within thirty (30) days notice from County), and except as otherwise directed by the County, the Contractor shall 9 4 1 Stop work under the Contract or applicable scope of services on the date specified in the notice of termination. 9 4.2 Place no further orders or subcontracts for materials, services or facilities 9 4 3 Terminate all orders and subcontracts to the extent that they relate to the performance of Work or Services terminated by the Notice of Termination. 9.4 4 With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts. County's approval of such settlements shall be final for all the purposes of this Article 9. 9.5 After receipt of a notice of termination, the Contractor shall submit to the County its termination claim for amounts owed by County (which shall included without limitation all amounts due for Work or Services performed through the date of termination), in the form and with a certification as prescribed by the County. Such claim shall be submitted promptly but in no event later than thirty (30) days from the effective date of termination, unless one or more extensions in writing are granted by the County, upon request of the Contractor made in writing within such thirty (30) days period or authorized extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the County may determine on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination P UNGA12012 Bids112-P-471F Uniforms Rental,Lease and Purchase\Contract\Cantes Corporation Conhacidoc Page 14 of 24 and shall thereupon pay to the Contractor the amount so determined. In the event County terminates for convenience or non-appropriation, Contractor shall not be obligated to refund the County any prepaid fees. 9.6 Non-Appropriation This Contract may be terminated by the County or Contractor if the County does not appropriate the funding in any fiscal year necessary to pay the compensation. Contractor recognizes that funding for County requirements, including the funding for monies to pay for the Deliverables provided under this Contract is provided on a budget year basis, October 1 through September 30. Contractor further recognizes that the County Council of the County of Volusia, is the authonty that establishes, allocates or otherwise provides for County's budget year funding. If, in any budget year, funding for any reason is not provided for the Services and Deliverables or other monetary obligations herein, then such obligation, if any, may be terminated by County without penalty or further payment to Contractor Additionally, in such event, except to the extent of the prorated amount of prepaid fees, Contractor may terminate the Contract without further obligation to provide Services to County 9.7 In the event that the County or Contractor terminates this Contract for non- appropriation, Contractor shall be paid in accordance with terms of Article 5 - Compensation and Method of Payment. Contractor shall be paid (a) to the date of termination on a prorated basis for any task and Deliverable that was started but not completed and (b) for any work or Deliverable that has been completed but not yet been paid County's obligation to pay Contractor under this Section and this Contract is limited to the budgeted amount for the fiscal year approved by the Volusia County Council for the then current fiscal year of this Contract Contractor shall have no right to compel the Volusia County Council to appropriate funds for any fiscal year to pay the compensation. 9.8 Upon being notified of County's election to terminate for default of Contractor, non- appropriation or convenience, Contractor and its Subcontractors shall refrain from and cease performing further work or incurring additional expenses under the terms of this Contract that is/are not specifically authorized in the Notice of Termination 9.9 If termination of this Contract occurs for any reason: 9.9.1 Except as otherwise provided in this Contract, each party shall return to the other party, or destroy, all confidential information in its possession and shall certify the destruction or return of said information in a written document signed by the duly authorized representative that all such information has been destroyed or returned, provided that the receiving party shall be permitted to retain an archival copy of any such confidential information (provided in continues to maintain the confidentiality of such as prescribed herein) to the extent necessary to have a record of the Service performed hereunder. 9 9.2 For all undisputed outstanding invoices submitted to the County for Work completed or Deliverables delivered prior to the effective date of the termination, the County shall cause payments to be made to Contractor within forty-five (45) days of receipt of invoice Contractor shall invoice the County for any sums Contractor claims to be owed by County under this Contract for P 11NGA12012 Bids112-P-47IF Uniforms Rental,Lease and PurchaselContract\Cmtas Corporation Contract doe Page 15 of 24 work performed from the last invoice to the effective date of termination. County shall review such invoice for payment within fifteen (15)days of receipt and County shall pay any undisputed amount within forty-five (45) days, subject to Article 5 - Compensation and Method of Payment. Any disputed amounts on any invoices shall be subject to the dispute resolution process set forth in Article 10 hereof. 9 10 In the event of termination by the County for non-appropriation, for all items or products ordered by Contractor before receipt by Contractor of the Notice of Termination which Contractor could not cancel without imposition of a fee, the County shall cause payments to be made to Contractor within forty-five (45) days of receipt of an undisputed invoice for all cancellation, restocking or residual fees resulting from the cancellation or return of Third Party Products ordered from or shipped by the vendor thereof prior to the effective date of the termination. 9 11 In the event Contractor is unable to deliver the services, the County shall have the right to terminate the Contract and have the right to receive from Contractor a refund all fees paid through the date of such termination 10 DISPUTE RESOLUTION 10 1 The parties to this Contract shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Contract in accordance with the provisions set forth in this Article 10. The Contractor and County Project Manager shall use reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, to address and work toward resolution of issues that arise in performance of this Contract and any applicable Scope of Work or Services Issues shall be escalated to successive management levels as needed. 10.2 Informal Dispute Resolution. If a dispute develops between the parties concerning any provision of this Contract, or the interpretation thereof, or any conduct by the other party under these Contracts, and the parties are unable to resolve such dispute within five (5) days, that party, known as the Invoking Party, through its applicable Project Manager, shall promptly bring the disputed matter to the attention of the non-Invoking Party's Project Manager or designated representative, as the case may be, of the other party in writing ("Dispute Notice")in order to resolve such dispute. 10.3 Upon issuance of a Dispute Notice, the Project Managers or designated representative shall furnish to each other all non-privileged information with respect to the dispute believed by them to be appropriate and germane. The Project Managers shall negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. If such dispute is not resolved by the Project Managers or designated representative within five (5) County Work Days, the Project Managers shall escalate the dispute as indicated below. P 1INGA12012 Btds112-P-471F Uniforms Rental,Lease and Purchase\ContractVCintas Corporation Contract.doc Page 16 of 24 County Work Contractor's Representative County Representative Days 10 Contractor Project Manager 10 Contractor's Engagement Director of Purchasing and Manager Contracts 20 Contractor's Business Unit Deputy County Manager Manager or Designee 10 4 Formal Dispute Resolution At any point after issuance of a Dispute Notice under this Article, either party may initiate formal non-binding mediation before a single mediator, which mediation shall be completed within thirty (30) days of initiation, in accordance with the rules of practice and procedure adopted by the Supreme Court of Florida for court-ordered mediation, Rule 1 700 et seq. of the Florida Rules of Civil Procedure, and Chapter 44, Florida Statutes. If the dispute remains unresolved after conducting such mediation, then either party may proceed to finalize such termination remedies and commence litigation in a court of competent jurisdiction. Each party shall bear their own costs and attorney's fees for mediation or arbitration of an issue arising under this Contract. 11 LOCAL GOVERNMENT LAWS 11.1 Public Entity Crimes Act. Contractor represents that the execution of this Contract shall not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is contractor, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a public entity cnme many not submit a bid on a contract to provide any goods or services to County, may not submit a bid on a contract with County for the construction or repair of a public building or public work, may not submit bids on leases of real property to County, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with County, and may not transact any business with County in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Contract and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities In addition to the foregoing, Contractor further represents that there has been no determination, based on a audit, that it committed an act defined by Section 287 133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Contractor has been placed on the convicted vendor list. 11 2 Equal Opportunity: Disadvantaged Business Enterprises. During the performance of this Contract, the Contractor agrees that is shall not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their P 1INGA12012 Bids112-P-471F Uniforms Rental,Lease and Purchase\ContmeGinias Corporation Conttacidoc Page 17 of 24 race, creed, color, sex or national origin Such action shall include, but not be limited to the following. employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. 11.3 Independent Contractor. Contractor is an independent contractor under this Contract Services provided by Contractor pursuant to this Contract shall be subject to the supervision of Contractor In providing such Services, neither Contractor nor its agents shall act as officers, employees, or agents of the County. No partnership,joint venture, or other joint relationship is created hereby. County does not extend to Contractor or Contractor's agents any authority of any kind to bind County in any respect whatsoever 11.4 No Contingent Fees. Neither Contractor nor any parent or subsidiary corporation has employed or retained any company or persons, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract and that they have not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract For the breach or violation of this provision, County shall have the right to terminate the Contract at its discretion, without liability and to deduct from the Contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 11.5 Audit Right and Retention of Records. County shall have the right to audit the books, records, and accounts of Contractor and its subcontractors that are related to this Contract Contractor and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Contract. Contractor shall preserve and make available, at reasonable times for examination and audit by County, all financial records, supporting documents, statistical records, and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act (Chapter 119, Florida Statutes), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Contract If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer,the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by County to be applicable to Contractor's and its subcontractor's records, Contractor shall comply with all requirements thereof, however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Contractor or its subcontractors. Contractor shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section. 11.6 Truth-in-Negotiations. Contractor's signature on this Contract shall act as execution of a truth-in-negotiations certificate stating that wage rates and other factual unit costs supporting the compensation set forth in this Contract are accurate, complete, and current at the time of contracting and that it has disclosed all obligations, debts or fees owed to the County or pending before the County prior to the execution of this Contract 11 7 Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an P,IINGA12012 Bids\1 2-P-471F Uniforms Rental,Lease and Purchase\Contract\C,ntas Corporation Contract,doc Page 18 of 24 agreement or understanding for a commission percentage, brokerage or contingent fee excepting bona fide employees or established commercial or selling agencies maintained by the Contractor for the purpose of securing business. 11.8 Modifications Due to Public Welfare or Change in Law. The County shall have the right under its police powers to make changes in this Contract as the result of changes in law or County ordinances, to impose new rules and regulations relative to the Scope of Services as shall from time-to-time be necessary and desirable for the public welfare. The County shall give the Contractor notice of any such proposed change and an opportunity to be heard concerning those matters The County and Contractor agree to enter into good faith negotiations regarding modifications to this Contract which may be required in order to implement changes in the interest of the public welfare or due to change in law or ordinance. 11 19 Compliance with laws and regulations. The Contractor shall keep fully informed of all federal and state laws, all local laws, ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having jurisdiction or authority which in any manner affect the work or which in any way affect the conduct of the work. The Contractor shall always observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees The Contractor shall protect and indemnify the County and all its officers, agents, servants, or employees against any claim or liability ansing from or based on the violation of any such law, ordinance, rule, regulation, order, or decree caused or committed by the Contractor, its representatives, subagents, subcontractors, professional associates, agents, servants, or employees. Additionally, the Contractor shall obtain and maintain at its own expense all licenses and permits to conduct business pursuant to this Contract from the Federal Government, State of Florida, Volusia County, or municipalities when legally required and maintain same in full force and effect during the term, of this Contract. 12 PAYMENT OF SUBCONTRACTORS 12.1 Contractor shall save and hold the County harmless from any and all claims and actions from Contractor's Subcontractors for payment for Services and Deliverables provided by Subcontractors for Contractor under this Contract. 12.2 Nothing in this Contract shall create any obligation on the part of the County to pay directly to any Subcontractor or Sub-subcontractor of Subcontractor any monies due to such Subcontractor, or claims of a Subcontractor or Sub-subcontractor of Subcontractor for amounts owed by Contractor to Subcontractor or Subcontractor to Sub- subcontractor for Work performed under this Contract. 12.3 Third Party Beneficiaries. Neither Contractor nor County intends to directly or substantially benefit a third party by this Contract. The Parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Contract. Therefore, the Parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a claim against either of them based upon this Contract, except as otherwise provided in this Contract. P UNGA12012 Bu1s112-P-471F Un,fonas Rental,Lease and PurchaselContrathCmtas Corporetton Contraccdoc Page 19 of 24 13 MISCELLANEOUS PROVISIONS 131 Drug-Free Workplace. The County of Volusia is a drug-free and smoke-free workplace. Contractor agrees that it shall provide a drug-free environment to its personnel during the terms of the Contract and shall comply, subject to the prior receipt, with the County's policies on drug-free and smoke-free work place dunng the term of this Contract 13.2 Notice. All notice required under this Contract shall be in writing and shall be sent by certified United States Mail or national parcel service, postage prepaid, return receipt requested, or by hand-delivery with a wntten receipt of delivery, addressed to the party for whom it is intended at the place last specified The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this Contract For the present, the parties designate the following In the case of County: with a copies of legal notices to: County of Volusia County of Volusia Attn: Director of Purchasing & Contracts Attn. County Attorney Address 123 W. Indiana Ave., Rm. 302 Address 123 W Indiana Ave., Rm 301 DeLand, Florida 32720 DeLand, Florida 32720 Phone: 386-736-5935 Phone: 386-736-5950 Fax- 386-736-5972 Fax. 386-736-5990 In the case of Contractor: with a copy of legal notices to: Cintas Corporation No.2 Cintas Corporation No. 2 Attn: Chad Zaniewski Attn: Chad Zaniewski Address. 1844 Holsonback Drive Address 1844 Holsonback Drive Daytona Beach, FL 32117 Daytona Beach, FL 32117 Phone: 386-274-2715 Phone: 386-274-2715 Fax: 386-274-2371 Fax: 386-274-2371 13.3 Assignment and Performance. Contractor may not assign or otherwise convey Contractor's nghts and/or obligations under this Contract without first providing County with a processing fee of Five Hundred Dollars (US $500.00) and obtaining County's prior written consent, which consent County may withhold, limit and/or condition in County's sole discretion, including, but not limited to posting a performance bond. Any consent by the County under this section shall be by written amendment to the Contract in a form and substance specified by the County in its sole discretion If Contractor desires to assign or otherwise convey its nghts and/or obligations under this Contract, Contractor shall, no less than one hundred twenty (120) days prior to the assignment's proposed effective date, provide County with a written request for County's consent Failure by the Contractor to obtain the County's consent in accordance with this section prior to assignment or other conveyance shall: 1) constitute a material breach of the Contract, and 2) entitle the County to retain any and all legal nghts, claims and defense to enforce this section, including, but not limited to, injunctive, declaratory, damages P UNGA12012 Btds112-P-47iF Uniforms Rental.Lease end Purchase\Contract\Crntas Corporation Connactdoc Page 20 of 24 and attorney's fees and costs Payment of any sum by the County in accordance with the Contract to the Contractor or any person or entity prior to the Contractor obtaining the County's consent to the assignment shall not constitute a waiver of the rights of the County under this section. Nothing herein shall preclude the right of the County to waive its rights under this section but no waiver shall be granted by the County without amendment to the Contract The Contractor is hereby placed on notice that the County may demand a discount of up ten percent (10%) from those rates or compensation for the goods or services ordered pursuant to this Contract as a condition to execution of the amendment. 13.4 Time of the Essence. Time is of the essence for all Work or Services performed throughout this Contract. 13 5 Key Personnel. The initial key personnel must be made known to County or specified in the Scope of Services or future statement work Any changes in personnel related to the Volusia County Contract shall be submitted in writing to the County's Project Manager and the Director of Purchasing and Contracts or designee within five (5) business day of change. County agrees not to unreasonably withhold any such approval Contractor shall, except as agreed by the parties, provide the key personnel as long as said staff are in Contractor's employment In the event of injury, illness, or death of Contractor's key personnel, or if such key personnel leave Contractor's employ, Contractor shall replace such individual within five (5) County Work Days after such injury or illness, or from the date of departure from employment or of death Contractor shall provide the County Project Manager with such information as necessary for County to evaluate the new key personnel. In the event the County Project Manager has reasonable objections to any replacement of key personnel, County shall notify Contractor in writing regarding such objections Promptly after its receipt of such objections, Contractor shall investigate the matters stated and discuss its findings with County. If County thereafter requests in good faith replacement of the key personnel, Contractor shall use its reasonable best efforts to replace the employee with a person of suitable ability and qualification. Contractor shall use its best efforts to avoid replacing or reassigning any key personnel under this Contract If, notwithstanding this commitment, it becomes necessary for Contractor to replace any key personnel under this Contract, Contractor shall give County as much reasonable detail as possible concerning the proposed replacement. Contractor agrees to provide County with at least five (5) County Work days notice of changes to Contractor's Project team participants. Contractor agrees to provide County with resumes of new project team participants and County may choose to interview new Project team members 13 6 References to County or Contractor. Contractor agrees that during the term of this Contract, except as provided herein, Contractor may not reference County in Contractor's website, and/or press releases, and, may not place County's name and logo on Contractor's Web site or in collateral marketing materials relating to Contractor's products and services without prior review and written approval by County. Further, Contractor agrees that it may not use County's name, logo or any trademarks (including in any press releases, customer"case studies,"and the like)without County's prior written consent Termination or expiration of this Contract shall not affect Contractor's obligation in this regard and such obligation shall survive the termination or cancellation of this Contract. P 1INGA12012 Btds1I2-P-47IF Uniforms Rental,Lease and Purchase\Contract\C,ntos Corporation Contract.doc Page 21 of 24 13 7 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under this Contract to the extent resulting from force majeure or other causes beyond reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, act or omissions of the other party, Government acts or omissions, fires, strikes, natural disasters, wars, riots, transportation problems, and/or any other cause whatsoever beyond the reasonable control of the parties (an such cause being referred to as a "Force Majeure Event") Accordingly, the parties further agree that 13 7.1 Upon the occurrence of Force Majeure Event, the non-performing party shall be excused from any further performance of those obligations under this Contract affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 13 7.2 Upon the occurrence of a Force Majeure Event, the non-performing party shall notify the other party within two (2) County Work Days of the failure, or as soon as possible after such failure or delay if the Force Majeure Event prevents compliance within two (2) County Work Days, of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. 13.7.3 In the event of a Force Majeure Event, the time for performance by the parties under the applicable Scope of Services shall be extended for a period of time equal to the time lost by reason of such cause through execution of a Change Order pursuant to the terms of this Contract. 13.8 County Representative. Performance of this Contract by the Contractor shall be under the direction of the authorized County Representative, who shall have final decision authority for all phases of the work and services, including general direction, review, and approval. The County Representative's review, approval, acceptance of, or payment for, any of the work and services required under this Contract shall not be construed to operate as a waiver of any rights under this Contract or of any cause of action ansing out of the performance of this Contract, and the Contractor shall be and remain liable to the County for all costs of any kind that the County incurs as a result of the Contractor's negligent performance of the work and/or services furnished under this Contract. 13.9 Subcontractors. The Contractor shall require all subcontractors and outside associates employed in connection with the performance of this Contract to comply fully with the terms and conditions of this Contract. 13.10 Waiver of Breach and Materiality. Failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract P VNGA12012 BIds112-P-471F Uniforms Rental,Lease and Purchase\Contract1Cttnas Corporation Contract.doc Page 22 of 24 13 11 Compliance with Laws. Each party shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Contract 13 12 Severance. In the event this Contract or a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless County or Contractor elects to terminate this Contract The election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final 13.13 Applicable Law, Venue and Waiver of Jury Trial. This Contract shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. Jurisdiction of any controversies or legal issues arising out of this Contract, and any action involving the enforcement or interpretation of any rights hereunder, shall be exclusively in the state courts of the 7th Judicial Circuit in and for the County of Volusia, Florida, and venue for litigation arising out of the Contract shall be exclusively in such state courts. By entering into this Contract, Contractor and County hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this Contract. Each party agrees to bear rts own costs and attorney's fees relating to any dispute arising under this Contract 13.14 Amendments. No modification, change order, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the award authority and Contractor. 13.15 Prior Contracts. This document represents the final and complete understanding of the Parties and incorporates or supersedes all pnor negotiations, correspondence, conversations, Contracts, and understandings applicable to the matters contained herein. The Parties agree that there is no commitment, agreement, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or written. 13.16 Additional Rights and Remedies. The rights and remedies of the County provided for under this Contract are in addition to any other rights and remedies provided by law; the County may assert its right of recovery by any appropriate means including, but not limited to, set-off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Contract. 13 17 Headings. Any paragraph, article, and/or section headings used in this Contract are for convenience and ease of reference only, and do not define, limit, augment, or descnbe the scope, content or intent of this Contract. 13.18 Effective Date. This Contract shall take effect on that day which it is fully executed by the County and the Contractor. 13 19 All provisions of this Contract which impose or contemplate continuing obligations on a party shall survive the expiration or termination of this Contract. P 1INGA12012 BIds112-P-47IF Uniforms Rental,Lease and PurchaselContractiCtnms Corporation Contract doc Page 23 of 24 13.20 Entire Contract. This Contract contains the entire Contract between Contractor and County. Any modifications to this Contract shall not be binding unless in writing and signed by both parties. IN WITNESS WHEREOF,the parties have made and executed this Contract for Uniform Rental, Lease and Purchase Services on the date last written below CINTAS CO' •0 •TI• NO. 2 ATTEST BY. _L/ BY: Name. A- i ,cam., t, Name: AIL 4- Title: )- (2-4,7-4 /%-i ,r-- Title. �.,ra.ti Date- (e/2 7/1 2- Date: g/27/20t2 COUNTY OF VOLUSIA EST Aile *AA Frank T. Bruno,Jr. /J. es T Dinneen County Chair County anage - . Date: 9 Dat:. T v 3/ CC Date:1- " P 1INGA12012 Btds112-P-471F Uniforms Rental,Lease and PurchaselContract\Cintas Corporation Contract doe Page 24 of 24