Contract 2018-09 AGREEMENT FOR
PROFESSIONAL UNIFORM SERVICES
THIS AGREEMENT, is made and entered into this q tl, day of
2019, by and between the CITY OF CLERMONT, FLORIDA, a nicipal co ration
under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont,
Florida,(hereinafter referred to as "CITY"), and CINTAS CORPORATION NO. 2.,whose
address is: 1844 Holsonback Drive, Daytona Beach, FL 32117 (hereinafter referred to as
"CONTRACTOR").
WHEREAS, the Volusia County B.C.C., Florida through the public procurement process
awarded an agreement for uniforms rental services including purchase and rental, Volusia
County B.C.C. contract number 17-P-52RF;
WHEREAS,CITY desires to utilize the above-referenced awarded bid,CONTRACTOR's
response thereto and Agreement 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 Volusia County B.C.C. contract number 17-P-52RF;
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,lease and purchase services as described
in Volusia County B.C.C. contract number 17-P-52RF; and shall do everything required
by this Agreement and the other Agreement Documents contained in the specifications,
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 the Agreement documents and the Unit Price Schedule as set forth in Exhibit "B",
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 7, 2020,.unless terminated or renewed as provided
by the Volusia County B.C.C.
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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 uniform rental, lease and purchase services forth in the
applicable purchase order or notice to proceed.
ARTICLE V—PAYMENTS
In accordance with the provisions fully set forth in the General Conditions,
CONTRACTOR shall submit an invoice to CITY upon completion of the services to CITY
as set forth in the applicable purchase order. CITY shall make payment to the
CONTRACTOR for all accepted and undisputed services provided, within thirty (30)
calendar days of receipt of the invoice.
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.
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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
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 arise 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 during 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, arising out of or resulting
from the performance of the Work, provided that any such claim,
damage, loss or expense (1) is attributable to bodily injury, sickness,
disease or death,or to injury to or destruction of tangible property(other
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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 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
1844 Holsonback Drive
Daytona Beach, FL 32117
Attn: Cha , Branch Manager
Dem 14,11cc nM+
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.
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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
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. Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either party's assets, 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.
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(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.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
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 the Volusia County B.C.C. contract number 17-P-52RF
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this qt-h- day of z 2019.
City of Clermont
Gail L. Ash, City Mayor
�--� Attest:
+4J
Tracy Ackroyd Howe, City Clerk
6
Cintas Corporation No. 2
By: I1-VI&
(Name Printed or Typed)
Ceg410( /t44044-e6
Title
Attest:
Corporate Secretary
(Name Printed or Typed)
7
EXHIBIT A
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Volusia County
FLORIDA
AGREEMENT
FOR
PROFESSIONAL UNIFORM SERVICES
Between
THE COUNTY OF VOLUSIA
AND
CINTAS CORPORATION NO. 2
County of Volusia
Purchasing &Agreements Division
123 West Indiana Avenue, Suite 302
Deland, Florida 32720-4608
386-736-5935
TABLE OF CONTENTS
1 DEFINITIONS 3
2 EXHIBITS 5
3 ORDER OF PRECEDENCE 5
4 SCOPE OF SERVICES 6
5 RESPONSIBILITY OF CONTRACTOR 7
6 TERM OF AGREEMENT 10
7 AGREEMENT PRICE AND COMPENSATION 10
8 PAYMENT OF SUBCONTRACTORS 12
9 LIMITATION OF LIABILITY AND INDEMNIFICATION OF COUNTY 12
10 INSURANCE 13
11 TERMINATION 13
12 DISPUTE RESOLUTION 14
13 MISCELLANEOUS PROVISIONS 16
14 LOCAL GOVERNMENT REQUIREMENTS 21
15 SIGNATURES 26
Umliinn Rental-Cintas&VoCo.6 14 17 docs Page 2 of 26
AGREEMENT FOR PROFESSIONAL UNIFORM SERVICES
This Agreement For Professional UNIFORM SERVICES (hereinafter"Agreement") is
hereby made and entered 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 1844
Holsonback Drive, Daytona Beach, Florida 32117 (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, Florida 32720 (hereinafter the
"County").
RECITALS:
WHEREAS, the County desires to retain the services of a competent and qualified
Contractor to provide UNIFORM SERVICES; and
WHEREAS, the County has propounded Request for Proposals 17-P-52RF (the "RFP")
seeking a qualified firm to perform UNIFORM SERVICES, and has received responses from
various potential vendors; and
WHEREAS,the County has determined that the Contractor is fully qualified to render the
required service; and
WHEREAS, it has been determined that the execution of this Agreement is beneficial to
the people of County of Volusia, Florida.
NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated
herein by reference, and other specific consideration set forth in this Agreement, the receipt
and sufficiency of which is acknowledged by the Contractor and County, the parties agree and
stipulate as follows:
1 DEFINITIONS
For this Agreement and any incorporated exhibits, certain terms, phrases, words and their
respective derivations shall have the meaning set forth and defined therein and shall be
applicable in both. Definition of terms in the Agreement shall first be governed by this
Agreement and second by the incorporated Scope of Services (Exhibit A). In the event of
any conflict among the foregoing, the conflict shall be resolved in the order of priority set
forth in the preceding sentence. If there is no applicable definition as described above, the
terms, phrases, and words, and their respective derivations when used in this Agreement
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).
1.1. Agreement: This Agreement, including its articles, exhibits, and attachments.
1.2. Agreement Administrator: The Director of Purchasing and Contracts or his/her
designee responsible for addressing any concerns within this Agreement.
Uniform Rental-Cintas&VoCo.6 14.17.docx Page 3 of 26
1.3. Amendment: An amendment to this Agreement in writing by the County, approved
by the Director of Purchasing and Contracts, and signed by the County authorizing
an addition, deletion, or revision in the Scope of Services, or modifications of this
Agreement.
1.4. Change Order: A written order signed by the County and Contractor authorizing an
addition, deletion, or revision in the Scope of Service, or an adjustment in the
Agreement price or time, without change to any other substantive terms or
conditions of the Agreement.
1.5. Compensation: The amount paid by the County to Contractor for 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 which includes all
Services, labor, materials, supplies,travel,training, profit, overhead, costs, expenses,
and any other costs necessary to complete work under the Scope of Services.
1.6. Contractor: CINTAS CORPORATION NO.2.
1.7. Contractor's Services: Those Services within the Scope of Services of this
Agreement or any exhibit, attachment, or addendum thereto which relates to the
Scope of Services in Section 4 to be performed by Contractor in connection with
Contractor's employment or practice.
1.8. County: The County of Volusia, Florida, and shall be synonymous with the term
"County."
1.9. County Project Manager: Also known as the person designated by the County to
review, approve, and make decisions regarding the Scope of Services in this
Agreement.
1.10. Effective Date: The date that this Agreement is fully executed by Contractor and the
County.
1.11. Key Personnel: Contractor's personnel, designated by Contractor, who are
responsible for Contractor's day-to-day Project operations as described in the
Contractor's Proposal.
1.12. Proposal: The document submitted by the Contractor in response to a formal
solicitation (RFP No. 17-P-52RF) used to determine if the Contractor is highly
qualified.
1.13. Scope of Services: The services herein defined in this Agreement under the Scope of
Uniform Rental-Cintas&VoCo.6.14.I 7.docx Page 4 of 26
Services (i.e., Exhibit A) that is agreed to by the parties in writing, which includes
responsibility for performing and complying with all incidental matters pertaining
thereto.
1.14. Services: Those services defined in the Scope of Services to be performed by the
Contractor pursuant to this Agreement and its attached exhibits, including: the
work, duties and obligations to be carried out and performed by Contractor under
the Agreement and pursuant to Exhibit A, attached hereto and made a part of this
Agreement.
1.15. State: State of Florida.
1.16. Subcontractor: A person other than a materialman or laborer who enters into an
Agreement with a Contractor for the performance of any part of the basic
agreement.
2 EXHIBITS
2.1 The exhibits listed below are incorporated into and made a part of this Agreement.
2.1.1 Exhibit A-Scope of Services.
2.1.2 Exhibit B—insurance Requirements
2.1.3 Exhibit C- Pricing
3 ORDER OF PRECEDENCE
3.1 If Contractor finds a conflict, error, or discrepancy in the Agreement, it shall
immediately call it to the County Project Manager's attention, in writing and request
the County Project Manager's interpretation and direction before proceeding with
the work affected thereby.
3.1.1 In the event of any conflicts or inconsistencies with regard to Contractor's
performance or the Scope of Services among the following Exhibits regarding
order of precedence shall govern.
3.1.1.1 In the event of any conflicts or inconsistencies between the
Agreement and Exhibit A — Scope of Services; the Agreement shall
control;
3.1.1.2 In the event of any conflicts or inconsistencies between Exhibit A—
Scope of Services and Exhibit B — Insurance Requirements; Exhibit B
—Insurance Requirements shall control;and
3.1.1.3 In the event of any conflicts or inconsistencies between any Exhibit
to the Agreement and the Agreement in regard to general contract
Uniform Rental-Cintas&VoCo.6.14.17.docx Page 6 of 26
terms and conditions addressed in the Contract and referenced in
the Table of Contents, the Agreement shall be controlling.
4 SCOPE OF SERVICES
The Contractor shall provide Services under this Agreement and act as Contractor to the
County in accordance to the Scope of Services as specifically set forth in this Agreement and
its exhibits.
4.1 Contractor shall provide UNIFORM SERVICES to Volusia County in accordance with
the attached Exhibit A—Scope of Services.
4.2 Performance Criteria:
4.2.1 All Services shall be performed in accordance with the Agreement and
carried out under the direction of the County's Project Manager.
4.2.2 All labor necessary to complete the Scope of Services shall be performed in
a good and competent workmanlike manner to the satisfaction of the
County.
4.2.3 Independent Contractor. The Contractor shall provide the Services
required herein strictly in an independent contractual relationship with the
County and, except as expressly set forth herein, is not, nor shall be,
construed to be an agent or employee of the County. Nothing herein shall
create any association, partnership, joint venture or agency relationship
between them. The County shall not provide vehicles or equipment to the
Contractor to perform the duties required under this Agreement nor will
the County pay for any business, travel, office, or training expense or any
other Agreement performance expense not specifically set forth in the
Scope of Services of this Agreement. The Contractor is not exclusively
bound to the County and may provide services or work to other private and
public entities, but agrees and covenants that any such service provided by
the Contractor to or for such entities will not conflict or otherwise interfere
with the Contractor's provision of Services to the County under this
Agreement.
4.2.4 Changes to Scope of Services. The County may at any time, by written
order, make changes within the general Scope of Services to be performed
under this Agreement. Except as provided in this Agreement otherwise, if
any such change causes an increase or decrease in the Contractor's cost of,
or the time required for performance of the Services, an equitable
adjustment shall be made and this Agreement shall be amended in writing,
signed by authorized representatives of the parties, stating the equitable
adjustment. Unless the County grants, in writing, an additional period of
time before the completion of the Agreement, any claim by the Contractor
for adjustment under this Section must be asserted in writing within thirty
(30) days from the date of receipt by the Contractor of the notification of
Uniform Rental-Cintas&VoCo 6 14.17 do;x Page 6 of 26
change; otherwise, the claim shall be deemed waived. The Contractor shall
then proceed with the prosecution of the Service as changed. Except as
otherwise provided in this Agreement, no charge for any extra work or
materials shall be allowed or approved by the County. No additional work
or services shall be performed or extra materials purchased until a written
Change Order has been approved by Contractor and County.
4.2.5 Time is of the Essence. Time is of the essence for all Services performed
under this Agreement and all Projects performed in accordance herewith.
4.2.6 Authority to Act on Behalf of County. County's Purchasing and Contracts
Director or such other proper authority pursuant to County policies and
procedures shall have the authority to approve, award, and execute all
documents or other instruments required to effectuate changes,
modifications, or additional service, so long as the then cumulative
financial obligation of County for such additional items does not exceed the
Director of Purchasing and Contracts' authority under the County Code of
Ordinances or policies and procedures. Any change, modification, or
additional service that causes the cumulative financial obligation of County
for such additional items to exceed the Purchasing Director's or County
Manager's authority under the Procurement Code shall be presented to
the Volusia County Council for approval.
5 RESPONSIBILITY OF CONTRACTOR
5.1 Where questions exist as to the Scope of Services to be provided, Contractor shall
confer with the County Project Manager to ascertain the functional or design criteria
of the Scope of Services. The Services of the Contractor shall also include of the
following:
5.1.1 Contractor covenants and agrees that there are no obligations,
commitments, or impediments of any kind that shall limit or prevent
Contractor's performance of the Services.
5.1.2 Contractor shall keep the County informed of any changes or advancements
in technology occurring any time prior to or during actual implementation of
the Services to the extent that such changes and advancements may increase
efficiency or otherwise allow for better services or reductions in costs to the
County.
5.1.3 Contractor covenants and agrees as follows:
5.1.3.1. That Contractor recognizes that its special talent, training, and
experience caused the County to select Contractor to be the
prime professional;
Uniform Rental-Cintas&VoCo.6.14 17.docx Page 7 of 26
5.1.3.2. That Contractor comprehends the specifications and
requirements of the Scope of Services and the use of the same in
their entirety to provide deliverables;
5.1.3.3. That Contractor possesses the special skills to recognize material
errors or omissions that would result in failures to appropriately
perform in accordance with the Scope of Services; and
5.1.3.4. That Contractor shall adhere to the standard of care applicable to
a contractor with the degree of skills and diligence normally
employed by a licensed professional in his field or practice
performing the same or similar Services in compliance with all
applicable federal, state, and municipal laws, regulations, codes,
and ordinances.
5.1.4 Accuracy of Documentation. Contractor covenants and agrees that any
project data, summaries, reports, or studies, submitted by the Contractor to
the County Project Manager shall be competently drafted and accurate with
regard to the information contained therein. County's acceptance, approval,
or reliance on any such documentation shall not release Contractor from any
liability if such information is incorrect or inaccurate, it being understood
that the County is relying on the Contractor's status as an industry
professional in accepting such documentation.
5.1.5 Notification of Errors or Defects. Contractor covenants and agrees to call
notify the County if it discovers or has knowledge of anything of any nature
in any reports, studies, bulletins, schedules, documentation, requirements or
instructions prepared by Contractor or data or instructions supplied to
Contractor by the County or any other party, Contractor regards in
Contractor's professional opinion as unsuitable, improper, or inaccurate.
5.1.6 Administration. Contractor covenants and agrees to efficiently administer
and perform all Services economically and expeditiously in a competent and
workmanlike manner.
5.2 Supervision. The Contractor shall direct and supervise competent and qualified
personnel and shall devote time and attention to the direction of the operation to
ensure performance of obligations and duties as set forth herein. The Contractor
shall hire, compensate, supervise, and terminate members of its work force, and the
Contractor shall direct and control the manner in which these services are
performed including conditions under which individuals shall be assigned duties,
how individuals shall report, and the hours individuals shall perform. The Contractor
shall be responsible for all income tax, social security and Medicare taxes, federal
unemployment taxes, and any other withholdings from the company's employees'
and/or subcontractors' wages or salaries. Benefits, if any, for the Contractor's
employees and/or Subcontractors shall be the responsibility of the Contractor
including, but not limited to, health and life insurance, retirement, liability/risk
Uniform Rental-Cintas&VoCo 6 14 1 7.docx Page 8 of 26
coverage, and worker's and unemployment compensation. Contractor shall be
solely responsible for the means, methods, techniques, sequences and procedures
in delivering services or work pursuant to this Agreement. Further, Contractor shall
be responsible for assuring the County that finished or completed deliverables
accurately comply with the requirements of this Agreement and the Scope of
Services contained therein.
5.3 Assurance. Contractor gives County its assurance that all Services performed under
this Agreement shall be timely performed in a competent and workmanlike manner
and in accordance with the specifications and requirements of the Agreement and
any approvals required under the Agreement. All Services not conforming to the
specifications and requirements of the Scope of Services shall be considered
materially defective and constitute a breach of this Agreement.
5.4 Accuracy of Reports / Summaries. The Contractor shall be responsible for the
professional and technical accuracy and the coordination of all data, reports,
summaries, and any other Services furnished by the Contractor under this
Agreement. The Contractor shall, without additional cost to the County, correct or
revise any errors or deficiencies in its Services for which it is responsible.
5.5 Services and Work to Comply with Specifications and Law. All Services performed
by Contractor including all general provisions, special provisions, job specifications,
drawings, addendum, amendments to the basic Agreement, written interpretations,
and written orders for minor changes in Services, shall comply with the Scope of
Services and all applicable local laws, codes, ordinances and statutes.
5.6 Subcontractors.
5.6.1 Employment or Substitution of Subcontractors. Contractor shall not employ
any Subcontractor, other person, or organization of against whom the
County may have reasonable objection, nor shall Contractor be required to
employ any Subcontractor against whom it has reasonable objection.
Contractor shall not make any substitution for any Subcontractor who has
been accepted by the County without the County's approval.
5.6.2 Disapproval of Subcontractors. County's disapproval or requirement of
removal or replacement of Contractor's employee or Subcontractor shall be
deemed for lawful reasons if in County's reasonable judgment, such
Contractor's employee or Subcontractor poses a threat or causes harm to the
health, welfare, or safety, or morale of the County or its agencies, personnel
or property or who fails any drug test administered in connection with this
Agreement, or who has been convicted of a felony or a misdemeanor
involving "moral turpitude" or has been released or dishonorably discharged
or separated under conditions other than honorable under other than
honorable conditions from any of the Armed Forces of the United States.
Uniform Rental-Cintas&VoCo.6.14.17.docx Page 9 of 26
5.6.3 Contractor Responsible for Subcontractors. Contractor shall be fully
responsible for all negligent acts and omissions of its Subcontractor and of
persons directly or indirectly employed by them and of persons for whose
negligent acts any of them may be liable to the same extent that it is
responsible for the negligent acts and omissions of persons directly
employed by it. Nothing in the Agreement shall create any contractual
relationship between any Subcontractor and the County or any obligation on
the part of the County to pay or to see to the payment of any moneys due
any Subcontractor,except as may otherwise be required by law.
5.6.4 Subcontractors to Act Pursuant to this Agreement. Contractor agrees to
bind specifically every Subcontractor to the applicable terms and conditions
of the Agreement for the benefit of the County, and shall require all
Subcontractors or other outside associates employed in connection with this
Agreement to comply fully with the terms and conditions of this Agreement
as such may apply to the Services being performed for the Contractor.
5.6.5 Consent Required for Substitution. Any Subcontractor and/or outside
associates required by the Contractor in connection with the Services
covered by the Agreement will be limited to such individuals or firms as are
specifically identified for the Scope of Services assigned under this
Agreement. Any substitution of such Subcontractors associates will be
subject to the prior written approval of the County Project Manager.
6 TERM OF AGREEMENT
6.1 The Term of this Agreement shall commence on the Effective Date of this
Agreement or when it is fully executed by all parties and shall terminate three (3)
years from the Effective Date. Two (2) subsequent one (1) year renewals are
permissible upon mutual written agreement between the parties and County
Council approval.
6.2 The Services to be rendered by the Contractor shall be commenced, as specified in
this Agreement or as may be requested by the County and shall be completed within
the time specified therein.
7 AGREEMENT PRICE AND COMPENSATION
7.1. No Guarantee as to the Purchase of Work or Services. The purpose of this Contract
is to govern transactions for uniform rental services as between the County and the
Contractor, who has been deemed qualified to provide uniform rental services
pursuant to the selection process pursuant to RFP#17-P-52RF. 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,
Uniform Rental-Cintas&VoCo.6.14.17.docx Page 10 of 26
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.
7.2. 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.
7.3. 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.
7.4. Payment Terms.
7.4.1 Any payments shall be made in accordance with Exhibit B—Pricing. The rates
expressed in Exhibit B shall govern compensation and provide for payment
against specified deliverables and performance.
7.4.2 The Contractor shall submit an invoice for which Services or Work were
rendered to the County upon the completion and acceptance of the Services
or Work. Each invoice shall show detailed explanations of the Services
accomplished in accordance with the Agreement prices set forth by labor
hours by classification, associated rates, any material or subcontracted costs
and any indirect rates or costs in accordance with the Agreement prices set
forth hereto. All of the above shall sum to the total amount requested.
7.4.3 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.
7.4.4 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.
7.4.5 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.
7.4.6 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.
Uniform Rental-Cintas&VoCo 6.14.17.docx Page 11 of 26
7.5. 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.
7.6. 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.
7.7. Contractor's Continuing Obligations. Contractor's obligation to perform Services in
accordance with the Agreement shall be absolute. Neither approval of any progress
nor final payment to Contractor nor documentation confirming acceptance of the
Services by the County, nor any payment by County to Contractor under the
Agreement nor any act of acceptance by the County nor any failure to do so, nor any
correction of defective work by County shall constitute an acceptance of Services
not in accordance with the Agreement.
8 PAYMENT OF SUBCONTRACTORS
8.1 Payment. Contractor shall pay its Subcontractors and suppliers, within thirty (30)
days following receipt of payment from the County for such subcontracted supplies.
Contractor agrees that if it withholds an amount as retainage from such
Subcontractors or suppliers, that it shall release such retainage and pay same within
thirty(30) days following receipt of payment of retained amounts from County.
8.2 Indemnification as to Payment of Subcontractors. Contractor shall save, defend,
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 Agreement.
8.3 County not Liable for Payment to Subcontractors. Nothing in this Agreement shall
create any obligation on the part of the County to pay directly to any Subcontractor
any monies due to such Subcontractor, or claims of a Subcontractor for amounts
owed by Contractor to Subcontractor for Services performed under this Agreement.
9 LIMITATION OF LIABILITY AND INDEMNIFICATION OF COUNTY
9.1 General Indemnification. The Contractor shall indemnify, defend, and hold
harmless the County and its agents, officers, and employees, from and against all
claims, damages, losses, and expenses, including, but not limited to, attorney's fees
and costs, arising out of or resulting from the performance of this Agreement
provided that the claim, damage, loss and expense is caused by any negligent act or
Uniform Rental-Cintas&VoCo.6.14.I7.docx Page 12 of 26
omission of the Contractor, anyone directly or indirectly employed by Contractor,
except the Contractor will not be required to indemnify and hold the County
harmless if such claim, damage, loss and expense is the result of the negligence of
the County, or of anyone directly or indirectly employed by the County or anyone for
whose acts the County may be liable.
9.2 Sovereign Immunity. The County expressly retains all rights, benefits and
immunities of sovereign immunity in accordance with Section 768/8, Florida
Statutes. Notwithstanding anything set forth in any section of this Agreement to the
contrary, nothing in this Agreement shall be deemed as a waiver of the County's
immunity or limits of liability beyond any statutory limited waiver of immunity or
limits of liability which may have been 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 Agreement 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 by
operation of law.
10 INSURANCE
Contractor shall provide the required insurance detailed in Exhibit B for the entire Term of
the Agreement. Regardless of anything submitted as proof of insurance,Contractor shall
comply with all requirements of Exhibit B.
11 TERMINATION
11.1 County may terminate this Agreement upon at least thirty (30) days prior written
notice to Contractor.
11.2 Contractor may terminate this Agreement upon at least one hundred twenty (120)
days prior written notice to County.
11.3 Upon receipt of notice of termination by the County from Contractor or upon
delivery of notice of termination from the County to Contractor,Contractor shall:
11.3.1 Stop work under the Agreement on the date and to the extent specified in
County's Notice of Termination.
11.3.2 Inform the County of the extent to which performance is completed.
11.3.3 Place no further orders or subcontracts for materials, services or facilities
except as may be necessary for completion of such portion of the services
performed under the Agreement as is not terminated.
Uniform Rental-Cintas&VnCo.6.14 17.docx Page 13 of 26
11.3.4 Assign to the County, in the manner, at the times and to the extent directed
by the County, all of the right, title and interest of the Contractor under the
orders and subcontracts so terminated.
11.4 For all undisputed outstanding invoices submitted to the County prior to the
effective date of the termination and subject to Article 6 - Term of Agreement,
Article 7—Agreement Price and Compensation, and this Article 11 -Termination, the
County shall cause payments to be made to Contractor within forty five (45) days of
receipt of invoice and in accordance with the applicable provisions of Part VII of
Chapter 218, Florida Statutes (i.e., the Local Government Prompt Payment Act).
Contractor shall invoice the County for any sums Contractor claims to be owed by
County under this Agreement for Services performed from the last invoice to the
effective date of termination. County shall review such invoice for payment and
County shall pay any undisputed amount within forty five (45)days.
11.5 With the approval of the County and to the extent required by the County, the
Contractor shall settle all outstanding liabilities and all claims arising out of the
termination of this Contract. County's approval of such settlements shall be final for
all the purposes of a termination under this Article 11 - Termination. In addition,
Contractor shall transfer title and deliver to the County, in the manner, at the times,
and to the extent, if any, work-in-progress, reports, models, studies, or other
materials produced as a part of or acquired in connection with the performance of
the Services terminated.
11.6 If Contractor fails to cure a breach within ten (10) calendar days after receipt of
notice from the County of said breach, the County may take over and complete the
Services, and Contractor shall be liable to the County for any increased cost of the
project reasonably incurred.by the County to complete the Contractor's unfinished
Services. As such, County may apply unpaid Compensation due and owing to the
Contractor prior to the default as a set off against the costs incurred by the County
for taking over such Services.
11.7 The right of termination provided to the County and the Contractor herein shall be
cumulative of all other remedies available at law.
11.8 All provisions of this Agreement which imposes or contemplates continuing
obligations on a party will survive the expiration or termination of this Agreement.
12 DISPUTE RESOLUTION
12.1 Good Faith Efforts to Resolve. The parties to this Agreement shall exercise their
best efforts to negotiate and settle promptly any dispute that may arise with respect
to this Agreement in accordance with the provisions set forth in this Section 12,
Dispute Resolution. The Contractor and County Project Manager shall use
reasonable efforts to arrange personal meetings and/or telephone conferences as
Uniform Rental-Cintas&VoCo.6.14.17.docx Page 14 of 26
needed, at mutually convenient times and places, to address and work toward
resolution of issues that arise in performance of this Agreement and any applicable
statement of Services. Issues shall be escalated to successive management levels as
needed.
12.2 Informal Dispute Resolution. If a dispute develops between the parties concerning
any provision of this Agreement, or the interpretation thereof, or any conduct by the
other party under these agreements, and the parties are unable to resolve such
dispute within five (5) business days or longer, 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.
12.3 Discovery and Negotiation / Recommended Procedures. 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 of issuance of the Dispute Notice, or such other time as
may be mutually allowed by the Project Managers as being necessary given the
scope and complexity of the dispute, the Project Managers may, depending upon
the nature, scope, and severity of the dispute, escalate the dispute as indicated
below:
County Work
Contractor's Representative County Representative
Days
_ 10 Contractor's Project Manager County's Project Manager
10 Contractor's Sr.Vice President Director of Purchasing and
of Sales Contracts
20 Contractor's COO or President Deputy County Manager
12.4 Formal Dispute Resolution. At any point after issuance of a Dispute Notice under
this section, either party may request and initiate formal non-binding mediation
before a single mediator, which mediation shall be completed within thirty (30)
days of initiation or such longer time as may be agreed upon by both parties as
being necessary for the mutual selection of a mediator and scheduling of such
mediation. Any such mediation shall be convened and conducted 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 any
pending termination remedies and commence litigation in a court of competent
Uniform Rental-Cintas&VoCo.6.14.17.docx Page 15 of 26
jurisdiction. Each party shall bear its own costs and attorney's fees for mediation
or arbitration of an issue arising under this Agreement.
12.5 Right to Terminate Reserved. Regardless of the dispute resolution procedures
provided for in this Section 12, Dispute Resolution, nothing herein shall affect,
delay, or otherwise preclude a party from terminating this Agreement in
accordance with the provisions of Section 11,Termination, it being understood that
these dispute resolution procedures are intended as a means of resolving disputes
both during the term of this Agreement and after termination or expiration
thereof.
12.6 Invoicing Disputes. Regardless of the foregoing, disputes regarding invoices shall
be resolved pursuant to §218.76, Florida Statutes,and this section. Upon receiving
an improper invoice from the Contractor, the County shall, within ten (10) days of
such receipt, provide the Contractor with written notice stating that the invoice is
improper and indicate what corrective action on the part of the Contractor is
required. If the Contractor's submission of a revised invoice fails to resolve the
dispute,then the County shall, within forty-five (45)days of its receipt of an invoice
that is the subject of the dispute refer the dispute to the County's Purchasing and
Contracts division, which shall, together with the Deputy County Manager, review
the dispute and, if necessary, collect additional information from the County's user
departments and the Contractor. The County shall complete its review and
investigation and render a final decision regarding the dispute to the Contractor
within sixty (60) days of the County's receipt of the invoice that is subject of the
dispute. If the County fails to timely commence the dispute resolution procedure
as required by this paragraph,then the Contractor may give notice to the County of
such failure as provided for in § 218.76(2)(b), Florida Statutes. County may
withhold payment of the amount(s) actually in dispute, and only those amounts,
until the parties complete the dispute resolution outlined above.
13 MISCELLANEOUS PROVISIONS
13.1 Independent Contractor. Contractor is an independent contractor under this
Agreement. Services provided by Contractor pursuant to this Agreement 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.
13.2 Third Party Beneficiaries. Neither Contractor nor County intends to directly or
substantially benefit a third party by this Agreement. The Parties expressly
acknowledge that it is not their intent to create any rights or obligations in any third
person or entity under this Agreement. Therefore, the Parties agree that there are
Uniform Rental-Cintas&VoCo.6.14 17.docx Page 16 of 26
no third party beneficiaries to this Agreement and that no third party shall be
entitled to assert a claim against either of them based upon this Agreement, except
as otherwise provided in this Agreement.
13.3 Notice. All notice required under this Agreement 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 written 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 mariner provided in this section. 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 & Attn: County Attorney
Contracts Address: 123 W. Indiana Ave., Rm. 301
Address: 123 W. Indiana Ave., Rm. 302 DeLand, Florida 32720
DeLand, Florida 32720 Phone: 386-736-5950
Phone: 386-736-5935
In the case of Contractor: with a copy of legal notices to:
CINTAS CORPORATION NO. 2. CINTAS CORPORATION NO. 2.
Attn: Chad Zaniewski, Branch Manager Attn: Chad Zaniewski, Branch Manager
Address: 1844 Holsonback Drive Address: 1844 Holsonback Drive
Daytona Beach, Florida 32117 Daytona Beach, Florida 32117
Phone: 386-274-2715 Phone: 386-274-2715
13.4 Assignment.
Contractor may not assign or otherwise convey Contractor's rights and/or
obligations under this Agreement without 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 Agreement
in a form and substance specified by the County in its sole discretion. If Contractor
desires to assign or otherwise convey its rights and/or obligations under this
Agreement, Contractor no less than thirty (30) days prior to the assignment's
proposed effective date, provide County with a written request for County's
consent. Failure to provide such notice may result in the County assessing a
processing fee of Five Hundred Dollars (US$500.00).
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
Uniform Rental-Cintas&VoCo.6.14.17.docx Page 17 of 26
breach of the Agreement; and 2) entitle the County to retain any and all legal rights,
claims and defense to enforce this Section, including, but not limited to, injunctive,
declaratory, damages and attorney's fees and costs. Payment of any sum by the
County in accordance with the Agreement 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 13.
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
Agreement.
13.5 Conflicts. Neither Contractor nor its employees shall have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially
antagonistic or incompatible with Contractor's loyal and conscientious exercise of
judgment related to its performance under this Agreement. Contractor further
agrees that none of its officers or employees shall, during the term of this
Agreement, serve as an expert witness against County in any legal or administrative
proceeding in which he, she, or Contractor is not a party, unless compelled by court
process. Further, Contractor agrees that such persons shall not give sworn
testimony or issue a report or writing, as an expression of his or her expert opinion,
which is adverse or prejudicial to the interests of County in connection with any such
pending or threatened legal or administrative proceeding unless compelled by court
process. The limitations of this section shall not preclude Contractor or any persons
in any way from representing themselves, including giving expert testimony in
support thereof, in any action or in any administrative or legal proceeding. In the
event Contractor is permitted pursuant to this Agreement to utilize Subcontractors
to perform any Services required by this Agreement, Contractor agrees to require
such Subcontractors, by written Agreement, to comply with the provisions of this
Section to the same extent as Contractor.
13.6 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 Agreement. 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 Agreement. 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 Agreement for a retention period of five (5) years after completion or
termination of this Agreement, and any renewals, as required by Item 65, General
Records Schedule GS1-SL for State and Local Government Agencies, effective
February 19, 2015 and the Florida Public Records Act(Chapter 119, Florida Statutes).
Contractor shall, by written Contract, require its Subcontractors to agree to the
requirements and obligations of this Section 13 Audits will be subject to applicable
privacy and confidentiality laws and regulations and Contractor's privacy and
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confidentiality policies and procedures. All audits must be performed at Contractor's
home office in Florida. Nothing in this Section 13 shall require Contractor to violate
any laws applicable to Contractor as a provider of the contracted Services.
13.7 Location of County Data. Contractor shall not out-source any development and/or
support for this Agreement or transfer any County Data outside the territorial limits
of the United States of America, without the written approval of the Agreement
Administrator.
13.8 References to County or Contractor. Contractor agrees that during the term of this
Agreement, 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 Agreement
shall not affect Contractor's obligation in this regard and such obligation shall
survive the termination or cancellation of this Agreement.
13.9 Force Majeure. Neither party shall be liable for any failure or delay in the
performance of its obligations under the Agreement to the extent such failure or
delay necessarily results from the occurrence of a Force Majeure Event beyond the
control or reasonable anticipation of either party, including, but not limited to,
compliance with any unanticipated government law or regulation not otherwise in
effect at the time of execution of this Agreement, acts of God, unforeseeable
governmental acts or omissions, fires, strikes, natural disasters, wars, riots,
transportation problems, and/or any other unforeseeable cause whatsoever beyond
the reasonable control of the parties (and such cause being referred to as a "Force
Majeure Event"). Accordingly,the parties further agree that:
13.9.1 Upon the occurrence of Force Majeure Event, the non-performing party
shall be excused from any further performance of those obligations under
this Agreement that are 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.
13.9.2 Upon the occurrence of a Force Majeure Event, the non-performing party
shall notify the other party of the occurrence of such event and describe in
reasonable detail the effect(s) of such event upon the party's performance
of its obligations and duties pursuant to this Agreement. Such notice shall
be delivered or otherwise communicated to the other party within two (2)
business days following the failure or delay caused by the Force Majeure
Event, or as soon as possible after such failure or delay if the Force Majeure
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Event precludes the non-performing party from providing notice within
such time period.
13.9.3 In the event of a Force Majeure Event, the time for performance by the
parties under the applicable Statement 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 the Agreement.
13.10 Bankruptcy Rights of County. All rights and licenses granted under or pursuant to
this Agreement or any attachments hereto by Contractor to County are, and shall
otherwise be deemed to be, for purposes of Section 365 (n) of the United States
Bankruptcy Code (the "Code"), or replacement provision therefore, licenses to rights
to "intellectual property" as defined in the Code. The parties agree that County, as
licensee of such rights under this Agreement, shall retain and may fully exercise all
of its rights and elections under the Code. The parties further agree that, in the
event of the commencement of a bankruptcy proceeding by or against Contractor
under the Code, County shall be entitled to retain all of its rights under this
Agreement.
13.11 Waiver of Breach and Materiality. Failure to enforce any provision of this
Agreement shall not be deemed a waiver of such provision or modification of this
Agreement. A waiver of any breach of a provision of this Agreement shall not be
deemed a waiver of any subsequent breach and shall not be construed to be a
modification of the terms of this Agreement.
13.12 Severance. In the event this Agreement or a portion of this Agreement is found by a
court of competent jurisdiction to be invalid, the remaining provisions shall continue
to be effective to the extent practicable unless County or Contractor elects to
terminate this Agreement.
13.13 Entire Agreement. This Agreement contains the entire agreement between
Contractor and County. Any modifications to this Agreement shall not be binding
unless in writing and signed by both parties.
13.14 Applicable Law, Venue and Waiver of Jury Trial. This Agreement shall be
interpreted and construed in accordance with and governed by the laws of the state
of Florida. Jurisdiction over and venue for any controversies or legal issues arising
out of this Agreement shall be exclusively in the state courts of the Judicial Circuit of
County of Volusia, Florida, unless one or more causes of action are solely cognizable
in federal court, in which case, venue for and jurisdiction over such dispute(s) shall
be in the Middle District of Florida, Orlando Division. By entering into this
Agreement, Contractor and County hereby expressly waive any rights either party
may have to a trial by jury of any civil litigation related to this Agreement, and,
unless otherwise expressly provided herein, each agrees to bear its own costs and
attorney's fees relating to any dispute arising under this Agreement.
l nitbt m Rental-Unitas&Vo('o 6 14 17 dcx, Page 20 of 26
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13.15 Prior Agreements. This document represents the final and complete understanding
of the Parties and incorporates or supersedes all prior negotiations, correspondence,
conversations, agreements, 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 Agreement 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.
14 COUNTY DATA
14.1 Contractor agrees and understands that all files and other information and data
created in connection with the administration of this Contract constitute a public
record, except to the extent it is exempt or proprietary under Florida Law (Chapter
119, Florida Statutes) from disclosure or as preempted by federal law. Contractor
agrees to maintain for public record access such files and to maintain for public
access such files after termination of this Contract to the extent required by the laws
of the State of Florida.
14.2 Upon any termination or expiration of this Contract, Contractor, upon County's
written request, shall promptly deliver, but not more than thirty (30) days after
County's request, to County an extract of County's data hosted in the System in XML
format or such other format as mutually agreed upon by County and Contractor.
14.3 THE ABOVE DUTIES AND OBLIGATIONS SHALL SURVIVE THE CANCELLATION OR
TERMINATION OF THIS CONTRACT.
15 LOCAL GOVERNMENT REQUIREMENTS
15.1 Public Records Law. Pursuant to section 119.0701(2)(a), Florida Statutes, the
County is required to provide Contractor with this statement:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 386-736-5935,
purchasing@volusia.org, by mail, Purchasing and Contracts Division,
Attn: Public Records Custodian, 123 W. Indiana Ave. RM 302 Deland,
FL 32720.
15.2 By entering into this Agreement, Contractor acknowledges and agrees that any
records maintained, generated, received, or kept in connection with, or related to
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the performance of services provided under, this Agreement are public records
subject to the public records disclosure requirements of section 119.07(1), Florida
Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section
119.0701, Florida Statutes, any Contractor entering into an Agreement for Services
with the County is required to:
15.2.1 Keep and maintain public records required by the County to perform the
services and work provided pursuant to this Agreement;
15.2.2 Upon request from the County's custodian of public records, provide the
County with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided
by law;
15.2.3 Ensure that public records that are exempt or confidential and exempt from
• public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Agreement term and following
completion of the Agreement if the Contractor does not transfer the
records to the County;
15.2.4 Upon completion of the Agreement, transfer, at no cost, to the County all
public records in the possession of the Contractor or keep and maintain
public records required by the County to perform the service. If the
Contractor transfers all public records to the County upon completion of the
Agreement, the Contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon
completion of the Agreement, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically
must be provided to the County, upon request from the County's custodian
of public records, in a format that is compatible with the information
technology systems of the County;
15.2.5 Requests to inspect or copy public records relating to the County's
Agreement for Services must be made directly to the County. If Contractor
receives any such request, Contractor shall instruct the requestor to contact
the County. If the County does not possess the records requested, the
County shall immediately notify the Contractor of such request, and the
Contractor must provide the records to the County or otherwise allow the
records to be inspected or copied within a reasonable time;
15.2.6 Contractor acknowledges that failure to provide the public records to the
County within a reasonable time may be subject to penalties under Section
119.10, Florida Statutes; and
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15.2.7 Contractor further agrees not to release any records that are statutorily
confidential or otherwise exempt from disclosure without first receiving
prior written authorization from the County.
Contractor shalt indemnify, defend, and hold the County harmless against any and
all claims, damage awards, and causes of action arising from the Contractor's failure
to comply with the public records disclosure requirements of Section 119.07(1),
Florida Statutes, or by Contractor's failure to maintain public records that are
exempt or confidential and exempt from the public records disclosure requirements,
including, but not limited to, any third party claims or awards for attorneys'fees and
costs arising therefrom. Contractor authorizes County to seek declaratory,
injunctive, or other appropriate relief against Contractor from a Circuit Court in
Volusia County on an expedited basis to enforce the requirements of this section.
15.3 No Code Violation or Past Due Debt. Contractor warrants and represents that
neither the business nor any officer or significant stakeholder of the business is in
violation of the Volusia County Code of Ordinances, and does not owe the County
any past due debt. Any breach of the foregoing warranty and representation shall
be a material breach of this Agreement and the County shall have the right to
terminate this Agreement as set forth herein.
15.4 Changes Due to Public Welfare. The County and Contractor agree to enter into
good faith negotiations regarding modifications to this Agreement which may be
required in order to implement changes in the interest of the public welfare or due
to change in law or Ordinance.
15.5 Compliance with Applicable Laws. Contractor shall perform its obligations
hereunder in accordance with all applicable federal,state and local laws, ordinances,
rules, regulations, and all orders and decrees of bodies or tribunals having
jurisdiction or authority which in any manner affect the performance of this
Agreement. Contractor shall protect, defend, and indemnify the County and all its
officers, agents, servants and employees against any claim or liability arising from or
based on the violation of any such law, ordinance, rule, regulation, order or decree
caused or committed by Contractor, its representatives, subcontractors, professional
associates, agents, servants or employees. Additionally, Contractor shall obtain and
maintain at its own expense all applicable licenses and permits to conduct business
pursuant to this Agreement from the federal government, State of Florida, County of
Volusia or municipalities when legally required and maintain same in full force and
effect during the term of this Agreement.
15.6 Nondiscrimination and Americans with Disabilities Act. Contractor shall not
unlawfully discriminate against any person in the operations and activities in its
performance of this Agreement. Contractor agrees it shall affirmatively comply with
all applicable provisions of the Americans with Disabilities Act(ADA) in the course of
providing all Services funded by County, including Titles I, II, and Ill of the ADA
Uniform Rental•Cintas&VoCo.6.14.17.docx Page 23 of 26
I
(regarding nondiscrimination on the basis of disability), as applicable, and all
applicable regulations, guidelines, and standards. If the County, the Department of
Justice or another governmental entity tasked with the enforcement of the ADA
("Enforcement Agency") notes any deficiency in the facilities, practices, services, or
operations of the Contractor that are furnished, maintained, or provided in
connection with this Agreement, Contractor shall, at no additional charge or cost to
the County, immediately cure any such deficiencies without delay to the satisfaction
of such Enforcement Agency. Contractor further agrees that it shall, to the extent
permitted by law, indemnify, defend, and hold harmless the County from and
against any and all claims, sanctions, or penalties assessed against the County,which
claims, sanctions, or penalties arise or otherwise result from Contractor's failure to
comply with the ADA. In performing under this Agreement, Contractor agrees that
it shall not commit an unfair employment practice in violation of any state or federal
law and that it shall not discriminate against any member of the public, employee or
applicant for employment for work under this Agreement because of race, color,
religion, gender, sexual orientation, age, national origin, political affiliation, or
disability and will take affirmative steps to ensure that applicants are employed and
employees are treated during employment without regard to race, color, religion,
gender, sexual orientation, age, national origin, political affiliation, or disability.
15.7 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 Term of this Agreement and will comply, subject to the prior
receipt thereof, with the County's policies on drug-free and smoke-free work place
during the term of this Agreement.
15.8 Employment of Illegal Aliens. Contractor certifies that it does not knowingly or
willingly and will not during the performance of the Agreement employ illegal alien
workers or otherwise violate the provisions of the Federal Immigration Reform and
Control Act of 1986, as amended.
15.9 Prohibition Against Contingent Fees.
15.9.1 The Contractor warrants that he or she or it has not employed or retained
any company or person, other than a bona fide employee working solely
for the Contractor to solicit or secure this Agreement and that he or she or
it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for the
Contractor any fee, commission, compensation, percentage, gift, or other
consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of this provision, the County
shall have the right to terminate this Agreement without liability and, at its
sole discretion, to deduct from the Agreement price or compensation, or
otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
I
Uniform Rental-Cintas&VoCo.6.I4.17.docx Page 24 of 26
and acknowledges that anyindividual, corporation,
15.9.2 Contractor understandsg
partnership, firm, or company, other than a bona fide employee working
solely for the Contractor, who offers, agrees, or contracts to solicit or
secure County contracts for professional Services for any other individual,
company, corporation, partnership, or firm and to be paid, or is paid, any
fee, commission, percentage, gift, or other consideration contingent upon,
or resulting from, the award or the making of an agreement for
professional Services shall, upon conviction in a competent court of this
State, be found guilty of a first degree misdemeanor, punishable as
provided in Sections 775.082 or 775.083 of the Florida Statutes.
15.9.3 Any County official, agent or employee who offers to solicit or secure, or
solicits or secures, an agreement for professional Services and to be paid,
or is paid, any fee, commission, percentage, gift, or other consideration
contingent upon the award or making of such an agreement for
professional Services between the County and any individual person,
company, firm, partnership, or corporation shall, upon conviction by a
court of competent authority, be found guilty of a first degree
misdemeanor, punishable as provided in Sections 775.082 or 775.083 of
the Florida Statues.
15.10 Equal Opportunity; Disadvantaged Business Enterprises.
The Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex or national origin. The Contractor
will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their 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.
All provisions of this Agreement which impose or contemplate continuing obligations on a
party shall survive the expiration or termination of this Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Uniform Rental-Cintas&VoCo 6.14 17.docx Page 25 of 26
4
16 SIGNATURES
IN WITNESS WHEREOF, the parties have made and executed this Agreement for
UNIFORM SERVICES on the date last written below.
1,
Attest• / / :ffYo;zA ,
_IAr �a
/am-sT. Dinneen Ed Kelley
County Manager County Chair�IDate: //2//, Date: '7 6 c�C-D/
Attest: CINTAS CORPO'.' ' ON NO. 2.
BY: , ,
Siure trat.r rw
y1'w7?c, I-,r• i AA__Thi‘n aeld Z44Ate, j ' /i)1'44,'"(n Jf4"7•70-
Name and Title Name and Title
Date: C// f// 1. Date: (0-/Y"/7
CC Date: 7/b/i 7
Uniform Rental-Cintas VoCo.6.14 17.•: •• •• . . . : • .. •. Page 26 of 26
EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
1. TECHNICAL SPECIFICATIONS
1.1. Garment Manufacturers
Garments provided shall be high quality, heavy weight items from Red Kap, Big Ben, Dickie,
Wearguard or County approved equivalent.
All garments delivered to the County shall display the specified manufacturer's label. The
County requires superior uniforms made of high quality, durable materials, made with the
highest quality of workmanship and designed for maximum comfort. Standard, light duty,
work uniforms will not satisfy this requirement. Low quality or "bid line" items shall be
rejected.
The rental uniforms shall be heavy weight 65% polyester and 35% cotton blend or 100%
cotton, except as otherwise specified.
Colors of garments will be chosen from the manufacturer's standard colors.
1.2. Garments
1.2.1. Trousers: Trousers shall be without cuffs. Trousers shall have two (2) side
inverted swing pockets and reinforced buttons, two (2) rear inset pockets with
button closure on left rear pocket, bar stitched belt loops and zipper fly closure.
Cargo style trousers shall also be made available.
1.2.2. Shirts, Blouses,&Smocks: Shirts shall have long or short sleeves,as ordered,for
each employee. They shall have a button front and two (2) patch breast pockets
with button closures. The collar shall be equipped with permanent collar stays.
1.2.3. Jackets: Jackets shall have a zipper front, two (2) breast pockets with flaps and
button closures. The cuffs shall have dual buttons for wrist adjustments. The
waistband shall have dual buttons on both sides for waist size adjustments.
Jackets shall be fully lined or unlined as required.
1.3. Identification Emblems
1.3.1. Prices shall include cost of up to four (4) direct dye imprints on patch logo or
sewn/embroidered emblem of the County or Department logo with script
lettering of the appropriate department name. The County or Department logo
shall be dyed on patch logo or sewn/embroidered over the left breast on all
shirts, blouses, smocks,jackets, coats,T-shirts, sweatshirts, coveralls,etc., unless
otherwise specified by the Division. The dyed or sewn/embroidered emblem
Page 1 of 7
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EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
over the right breast shall be the name of the wearer. Both the County or
Department logo emblem and the name emblem shall match in color, general
appearance and be a color which is suitable for the garment they are attached
to. If there is a cost differential for embroidering of the logo and/or first name
onto the garment, this cost shall be shown separately, The cost shown shall be
the difference only between the costs of the two processes.
1.3.2. The logo or script, border and backing shall be in color(s) appropriate to the
garment colors with the stitched lettering to preferably match or be darker than
the garment color chosen. Emblem size shall be a minimum of two (2) inches by
two (2) inches and a maximum of four (4) inches by four (4) inches, unless
otherwise specifically specified by arty Division.
1.3.3. The County will provide camera-ready artwork for the logo(s), if required. If
County or Department logo emblems and/or name emblems are provided by a
County Department, the Contractor shall sew on or imprint the emblems free of
charge. If the County Department provides one new emblem, the Contractor
shall provide the other emblem to match. If the emblem change is made during
a contract renewal uniform changeover, emblems shall be provided and sewn
free of charge as specified. If the County Department requires both emblems to
match immediately during an existing contract period, the Contractor shall
provide the appropriate second emblem for a negotiated reasonable cost and
sew the emblems on free of charge. All emblem changes shall be required to
continue for subsequent contract periods.
1.3.4. All garment orders will be subject to a one-time emblem and setup fee. These
orders include initial setup,replacement,style change and size change. However,
setup fees will be waived for any orders/replacement at the time this Contract is
executed.
2. SCOPE OF SERVICES
2.1. RENTAL
2.1.1. Customer Service
A. The Contractor shall utilize customer service tools in the performance of the
Contract. All resources included shall be at the County's disposal to address any
customer service issues.
B, Contractor shall supply the County's Project Manager(s) with a monthly report
that shall include but is not limited to the following:
1. Type of service provides purchase or rental;
Page 2 of 7
EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
2. Number of uniforms delivered per site, per month, including current
inventory detailed by each employee at said site;
3. Number of damages repaired or replaced;
4. Number of lost garments;
5. Date and times of deliveries per site;
6. Name of driver per delivery site;
7. List all additional issues and resolutions.
C. The Contractor shall address any and all customer service issues within 48 hours
of notice from the County. Failure to do so may result in a deduction up to the full
amount of the monthly Contract amount for the effected County division.
D. Failure to submit complete monthly report by the 15th of each month may result
in a delay of invoice payment or an invoice deduction up to ten percent (10%) of
the total monthly Contract amount.
2.1.2. Implementation of Uniform Program
A. The Contractor shall begin implementation upon execution of the Contract. The
County divisions currently using rental uniforms shall be addressed first with new
program in place will be specified in the resulting Contract.
B. Additional divisions currently purchasing uniforms shall be implemented as
requested by the County.
C. The County shall supply the Contractor with a list of divisions currently using rental
uniforms along with contact information for each.
D. The County shall supply the Contractor with a list of all divisions requiring uniforms
for purchase with contact information for each.
2.1.3. New Uniforms
A. At the start of this Contract, each participating employee shall be measured and
issued new uniforms. New shall be defined as direct from the manufacturer and
having not been worn by another.
B. Contractor has one hundred twenty (120) days from the date of Contract is
executed to replace all garments to New.
2.1.4. Sizes and Fittings
A. The Contractor shall measure each employee for their new uniforms at the
delivery location of the employee(s). The Contractor shall visit each location
Page 3 of 7
EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
during changeover for the purpose of individually measuring all personnel for
whom garments will be ordered. Measurements for the initial order shall be
completed in accordance with timeline included in the resulting contract. Delivery
of new uniforms to the employee's location shall be specified in the resulting
Contract for initial changeover program.
B. "Measuring" shall include physical measurements taken by an experienced
professional and "trying on" of a sample garment of the exact type and size that
the employee will be ordering. It is the responsibility of the Contractor to provide
a sufficient number of sample uniforms for this purpose whenever measurements
are taken. No verbal measurements shall be acceptable. Proper fit of uniforms
shall be guaranteed.
C. All new employees shall be measured for new uniforms within two (2) working
days of notification by the County and delivered within ten (10) working days of
the measurements have been completed. The County requires the measuring for
new employees be done at the employee's work site.
D. Replacement uniforms for existing employees who have been measured
previously may be sized from existing records with verification by each employee
that their sizing has not changed. Any changes in size shall be verified by physical
measurement.
E. The Contractor shall carry a local stock of uniforms.
F. Sizes for shirts range from X-Small to 6X large with the option for long shirt tail
sizes if requested. Pants and shorts range from a waist size of 29 to 60. As
employees are added, other sizes may be required.
2.1.5. Delivery—Rental
A. Each location participating in this Contract shall have a designated contact person
who will be at that location the entire workday. The driver for that route shall
clear all pick-ups and deliveries with that contact person. The contact person and
driver shall both be required to sign all pick-up/delivery slips to confirm accuracy.
B. Delivery and service shall be made at the same approximate time and day of the
week. All garments picked up shall be returned the following week. All garments
shall be individually counted by the County representative and confirmed by the
delivery driver,then delivered to the location specified by each division. Uniforms
for employees shall be clipped together and labeled with the employee's name
for ease of identification. Any garment not returned the following week shall be
considered as missing and so noted on the pick-up/returned uniform sheet. All
Page 4 of 7
4
4
EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
garments not so noted shall be considered as returned. Any garment not returned
within two (2) weeks shall be considered lost and the Contractor, before payment
of the next invoice, shall replace the garment. The Contractor shall be responsible
for all damage to garments prior to receipt and acceptance by the County.
2.1.6. Uniform Replacement Policy
A. The Contractor shall be responsible for the repair of all damage to the rented
garments. Garments shall be maintained in a constant state of superior condition,
with buttons securely attached and missing buttons, replaced. All garments
considered unsightly due to mending, stains, rips or excessive wear, shall be
replaced with garments equal to the original garment in the appropriate size, at
no additional charge to the County. Employees may go up or down in size without
cost incurred for replacement uniforms. Failure of a Contractor to replace
garments that meet the above-mentioned criteria shall be cause for exercising the
Termination clause of the Contract.
B. The Contractor shall provide tags, at no additional cost, to all County rental
locations for the purpose of marking those garments that, in the County's opinion,
require repair or replacement. Tagged garments shall be repaired or replaced
with new garments, or a written explanation by the Contractor explaining why the
garment has not been repaired or replaced shall be attached to the tag when the
garment is returned. Failure of the Contractor to repair garments to a satisfactory
condition shall be cause to withhold payment of the next invoice until the repair
is accomplished. The County will contact the Contractor's driver when garments
require repairs or replacement.
2.1.7. Lost or Damaged Garments
Monthly inventory shall be taken, audited and approved by the County. If the inventory
indicates that garments are missing, responsibility for the missing units shall be on the
following basis:
A. The County shall only consider invoices for lost or damaged garments when there
is a receipt signed by a responsible County employee verifying the loss or damage.
The receipt must be detailed and specific to the purpose. General statements that
state loss or damage occurred without details of garment type, quantity, date
garment was issued new and personnel involved shall not be considered.
4
B. The County shall assume responsibility for any documented losses where the loss
has been proven to occur while the garment was in the custody of a County
employee. Payment for said garments shall be based on the Contractor's
contracted value of such garments according to the amortization schedule. Initial
4
Page 5 of 7
EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
price of garments in the amortization schedule shall be no more than the purchase
prices listed in this solicitation.
C. Invoices for damaged uniforms shall only be paid when proven that the uniform
was damaged through intentional negligence of the County employee. The nature
of a "work" uniform suggests hard use and accelerated wear of the garment.
Therefore, it is the position of the County that "damage" will occur in the normal
wearing of a work uniform and replacement with a new uniform is a normal
consequence.
D. Invoicing for lost or damaged garments shall only occur when the garment is
proven to be missing or damaged through intentional negligence of a County
employee. Invoicing for lost or damaged garments shall be on a separate invoice
submitted to the using department. These invoices shall be submitted on a
monthly basis and shall match the detail included in the monthly customer service
report. Charges for lost or damaged garments listed on a regular rental invoice
will be crossed out and not paid.
E. Uniform garments lost or ruined by the Contractor shall be replaced within five (5)
working days of using department notification with a new garment equal to the
original garment.
2.1.8. Repairs
A. Missing buttons, rips, tears and other damage that can be repaired shall be
accomplished on a weekly basis. Uniforms shall be inspected by the Contractor
prior to being returned to employees to ensure that the garments are fit for use.
Employees shall not be required to call to the Contractor's attention the need for
repair. However, if an employee does notify the Contractor in writing the need
for such repairs and the Contractor does not return the garment(s) repaired, the
County shall not be charged for said garments until such time as the repair(s) are
accomplished.
B. Uniforms shall be repaired and inspected during each cleaning process.
2.1.9. Cleaning Requirements
Garments shall be laundered to the highest industry standards with hypoallergenic
detergents, neatly pressed and returned to each division delivery location(s). Some of
the County's work uniforms have greasy oil from automotive repairs. Oil stains shall be
treated appropriately to ensure removal of stains. Garments that have stains too deep
to be effectively cleaned, shall have an explanation attached to the garment when
returned.
Page 6 of 7
EXHIBIT A—SCOPE OF SERVICES UNIFORMS—Rental
2.1.10.Credit for Employees on Extended Leave
When an employee is on extended leave, in excess of thirty (30) days, uniform rental
charges shall be suspended if the County has given adequate notice to the Contractor.
Adequate notice shall be defined as five (5) business days prior to said leave. In the event
of an unforeseen leave situation,the County can give five (5) working days' notice to the
Contractor upon realization that the employee will be out for thirty (30) days or more.
The Contractor shall charge the County for uniforms through the five(5)day notice period
only. Uniforms shall not be delivered to employees on extended leave until written notice
of return to work is received by the County. The County shall supply the Contractor with
said notice at a minimum five (5) working days prior to the employee's return to work.
2.2. PRICING
Contractor pricing shall be inclusive of all fittings,alternations,embroidery and delivery.
The County reserves the right to negotiate with the Contractor for additional items
similar in nature.
2.3. DELIVERY
2.3.1. New uniforms for the initial change over shall be delivered no later than mutually
agreed upon timeline.
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Page 7of7
EXHIBIT B— INSURANCE REQUIREMENTS Uniforms - Rental
1. Required Types of Insurance
The Contractor shall purchase and maintain at its own expense, during the term of the
Agreement, the types and amounts of insurance with limits no less than those shown
below, in the form and from companies satisfactory to the County are detailed in Figure
1 below. Figure 1 is a listing and general summary of insurance policies required and is
not intended to be comprehensive as to the requirements of each specific policy.
Contractors shall review the additional requirements in this Exhibit B and ensure that
the insurance policies comply with the specific terms and conditions therein.
Figure 1:
TYPE OF INSURANCE
WORKERS COMPENSATION Florida Statutory Coverage
®Waiver of Subrogation
❑Longshore& Harbor Workers'Act,Jones Act, &
Maritime Coverage Endorsement
COMMERCIAL GENERAL LIABILITY - Broadform EACH OCCURRENCE $ 1,000,000
®Occurrence Basis GENERAL AGGREGATE $2,000,000
®Blanket Contractual Liability
County Additional Insured Premises-Operations $ 1,000,000
❑County Additional Named Insured
®Waiver of Subrogation Products&Completed Ops $1,000,000
❑Independent Contractors Personal&Adv Inj. $1,000,000
❑Blanket additional insured endorsement
❑Project specific Fire Damage $
❑Location specific
❑XCU $
AUTO LIABILITY Combined Single Limit $500,000
®Any Auto Bodily Injury(Per person) $
❑Broadened Pollution Liability Endorsement
CA 99 48 03 06 Bodily Injury(Per accident) $
❑MCS 90 Property Damage(Per
❑County Additional Insured Accident) $
Note:If contractor does not own any vehicles,Contractor shall have coverage symbol 8(Hired Autos)
and coverage symbol 9(Non-Owned Autos).
CANCELLATION: Thirty(30)days written notice of cancellation is required to the Certificate Holder:
Certificate Holder:
County of Volusia
Purchasing&Contracts Division
123 W. Indiana Avenue, Room 302
DeLand, FL 32720
ATTN: Ron Falanga
B - 1
EXHIBIT B— INSURANCE REQUIREMENTS Uniforms- Rental
A. Claims Made Basis Insurance Policies. All insurance policies written on a Claims
Made Form shall maintain a retroactive date prior to or equal to the effective
date of the Agreement. The Contractor shall purchase a Supplemental Extended
Reporting Period ("SERP") with a minimum reporting period of not less than
three (3) years in the event the policy is canceled, not renewed, switched to
occurrence form, or any other event which requires the purchase of a SERP to
cover a gap in insurance for claims which may arise under or related to the
Agreement. The Contractor's purchase of the SERP shall not relieve the
Contractor of the obligation to provide replacement coverage. In addition, the
Contractor shall require the carrier to immediately inform the Contractor, and
the County of Volusia's Risk Management Division and the Purchasing and
Contracts Division of any contractual obligations that may alter its professional
liability coverage under the Agreement.
B. Risk Retention Groups and Pools. Contractor shall not obtain an insurance policy
required under this Contract from a Risk Retention Group or Pool.
C. Minimum Required Policies and Limits. Minimum underlying policies, coverages,
and limits shall include all policies listed in Figure 1.
D. Additional Insured, Policies, Coverages, Limits, Primary and Non-Contributory
Basis. Under all insurance policies where the County is required to be an
additional insured, the coverage and limits provided to the County under
Contractor's insurance policies shall be that listed in Figure 1 or the
Respondent's actual limits, whichever is higher. All coverage provided to the
County as an additional insured by said policies shall be primary and shall not be
additional to or contributing with any other insurance carried by or for the
benefit of the County with any other insurance available to the County.
E. 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 the Agreement.
F. Workers' Compensation. Workers' Compensation insurance is required for all
employees of the Contractor, employed or hired to perform or provide work or
services under the Agreement or that is in any way connected with work or
services performed under the Agreement, 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. Policy shall
include a waiver of subrogation in favor of the County.
B - 2
EXHIBIT B— INSURANCE REQUIREMENTS Uniforms - Rental
Contractor and its Subcontractors, or any associated or subsidiary
company doing work on County property or under the Agreement 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).
G. Commercial General Liability Insurance. The Contractor shall acquire and
maintain Commercial General Liability insurance, with limits of not less than the
amounts shown above. Contractor shall not obtain an insurance policy wherein
the policy limits are reduced by defense and claim expenses. Such insurance shall
be issued on an occurrence basis and include 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, and products
liability/completed operations including what is commonly known as groups A,
B, and C. 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 the Agreement. Public liability coverage shall include
either blanket contractual insurance or a designated contract contractual liability
coverage endorsement, indicating expressly the Contractor's Agreement to
indemnify, defend and hold harmless the County as provided in the Agreement.
The commercial general liability policy shall provide coverage to County when it
is required to be named as an additional insured either by endorsement or
pursuant to a blanket additional insured endorsement, for those sources of
liability which would be covered by the latest edition of the standard
Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use
in the State of Florida by the Insurance Services Office, without the attachment
of any endorsements excluding or limiting coverage for Bodily Injury, Property
Damage, Products/Completed Operations, Independent Contractors, Property of
County in Contractor's Care, Custody or Control or Property of County on which
contracted operations are being performed, Explosion, Collapse or Underground
hazards (XCU Coverage, Contractual Liability or Separation of Insureds. When
County is added as additional insured by endorsement, ISO Endorsements CG 20
10 and CG 20 37 or their equivalent shall be used and shall provide such
additional insured status that is at least as broad as ISO form CG 20 10 11 85. If
B - 3
EXHIBIT B— INSURANCE REQUIREMENTS Uniforms- Rental
County has agreed by separate contract to require Contractor to name another
party as an additional insured, Contractor shall add said party as an additional
insured to the commercial general liability policy by ISO Endorsement CG 20 38.
Contractor shall require its subcontractors performing work on this Project to
add the County and any other party that the County has agreed by separate
contract to require Contractor to name as an additional insured to their
Commercial General Liability policy as an additional insured by ISO Endorsement
CG 20 38. All commercial general liability policies shall provide a waiver of
subrogation in favor of the County and any other party required by this Contract
to be named as an additional insured.
H. Primary and Excess Coverage. Any insurance required may be provided by
primary and excess insurance policies.
I. Motor Vehicle Liability. The Contractor shall secure and maintain during the
term of the Agreement motor vehicle coverage in the split limit amounts of no
less than the amounts shown in Figure 1 per person, per occurrence for bodily
injury and for property damage or a combined single limit of the amount shown
above with "Any Auto", Coverage Symbol 1, providing coverage for all autos
operated regardless of ownership, and 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.The County shall be
an additional insured under this policy when required in Figure 1.
2. Insurance Requirements
A. General Insurance Requirements:
i. All insurance policies shall be issued by insurers licensed and/or duly
authorized under Florida Law to do business in the State of Florida and all
insuring companies are required to have a minimum rating of A- and a
Financial category size of VIII or greater in the "Best Key Rating Guide"
published by A.M. Best& Company, Inc.
ii. 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 the Agreement and for such longer
periods of time as may be required under other clauses of the
Agreement.
iii. Waiver of Subrogation. The Contractor hereby waives all rights against
the County and its Subcontractors 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 the
Agreement. The Contractor shall require similar waivers from all its
B -4
EXHIBIT B—INSURANCE REQUIREMENTS Uniforms- Rental
Subcontractors. Contractor's insurance policies shall include a waiver of
subrogation in favor of the County.This provision applies to all policies of
insurance required under the Agreement (including Workers'
Compensation, and general liability).
iv. 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 services on behalf of
the Contractor or for the Contractor's benefit under the Agreement.
v. Cancellation Notices. During the term of the Agreement, Contractor shall
be responsible for promptly advising and providing the County's Risk
Management and the Purchasing and Contracts divisions with copies of
notices of cancellation or any other changes in the terms and conditions
of the original insurance policies approved by the County under the
Agreement within two (2) business days of receipt of such notice or
change.
vi. Deductibles Contractors that maintain and administer a self-insured
retention or a large deductible program exceeding the insurance
requirements listed in this solicitation using a formal program to fund
either program may submit an exception in accordance with Section 3.9
of RFP #17-P-52RF, Questions, Exceptions, and Addenda, to be
considered for this solicitation.
The request must include a summary of the program's design, funding
method, and the program's supporting financial information. If
additional information is necessary, the County will request more specific
information, which must be provided by the Contractor. The County's
Risk Manager will review the information submitted and determine
whether the program is acceptable to the County.
Contractors with no formal risk management program in place to manage
and fund deductibles or self-insured retentions may not be considered.
Subject to County approval, Contractor may obtain a letter of credit in
the amount equivalent to the deductible, which shall remain in effect
during the term of the Agreement at no additional cost to the County.
3. Proof of Insurance
A. 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.
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EXHIBIT B— INSURANCE REQUIREMENTS Uniforms - Rental
B. The Contractor shall furnish proof of insurance acceptable to the County prior to
or at the time of execution of the Agreement and the Contractor shall not
commence work or provide any service until the Contractor has obtained all the
insurance required under the Agreement and such insurance has been filed with
and approved by the County. Upon request from the County, the Contractor
shall furnish copies of all requested 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. The Agreement may be terminated by the County,
without penalty or expense to County, if at any time during the term of the
Agreement proof of any insurance required hereunder is not provided to the
County.
C. All certificates of insurance shall clearly indicate that the Contractor has
obtained insurance of the type, amount and classification required by this
Section. 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 the Agreement until all required proof or evidence of insurance
has been provided to the County. The Agreement may be terminated by the
County, without penalty or expense, if proof of any insurance required
hereunder is not provided to the County.
D. 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
the Agreement. In the event such insurance lapses, the County expressly
reserves the right to renew the insurance policies at the Contractor's expense or
terminate the Agreement but County has no obligation to renew any policies.
4. The provisions of this Exhibit B, shall survive the cancellation or termination of the
Agreement.
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B - 6
EXHIBIT C— PRICING EXHIBIT B UNIFORMS - RENTAL
1.0 Contractor Pricing
Description Stock Number Rental Price/week
Men's work shirt 65/35 935 $0.168
Men's cotton work shirt 100%cotton 330 0.179
Men's work pant (flat ) 65/35 945 0.189
Men's work pant (pleated ) 65/35 865 0.210
Men's cotton work pant 340 0.273
Cargo Pant 653/35 270 0.221
Women's work pant 65/35 390 0.221
Women's work pant 65/35 395 0.221
Women's cotton work pant 380 0.273
Cargo short 65/35 370 0.221
Cotton work short 380 0.273
Cotton work short 385 0.273
Work shorts (flat front ) 65/35 741 0.221
Women's work shirt 65/35 205 0.168
Smock 65/35 675 0.168
Coverall 65/35 912 0.315
Coverall FR 100%cotton 910 0.452
Knit Polo 65/35 259 0.210
Men's Performance Polo 275 0.368
Women's Performance Polo 66275 0.368
Jacket 65/35 677 0.504
Jacket 65/35 970 0.504
Embroidery 6.95
Name emblem 1.00
Company emblem 1.50
Makeup charge 1.50
2.0 Price Redeterminations
Once each year during the term of the Agreement, including any extension or renewal
periods thereof, the Contractor may, but is not obligated to, petition the Director of
Purchasing and Contracts for one or more price redeterminations where such price
redetermination(s) is/are necessitated by documented increases in the cost of wages,
fuel, or materials. Petitions for price redeterminations must be made within thirty (30)
days of the anniversary date of the Agreement (i.e., the calendar day and month when
the Agreement became effective) and only after the Agreement has been in effect for at
least one year. Any such petition must be made pursuant to the provisions of this Section
and only for those price redetermination categories specified herein. Unless otherwise
expressly set forth in this Agreement, no other price redeterminations shall be allowed.
All price redeterminations, once issued, shall be prospective from the date of approval
unless otherwise approved by a duly executed amendment to this Agreement.
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EXHIBIT C—PRICING UNIFORMS- RENTAL
A. Basis for Price Redeterminations. The Contractor may petition the Director of
Purchasing and Contracts for price redetermination based on the increased costs
of wages, fuel, or materials. Price redeterminations must be based solely upon
changes in pricing or costs documented by either the Employment Cost Index(ECI)
or Producer Price Index (PPI), whichever is applicable, as published by the Bureau
of Labor Statistics. The base index number for the ECI will be for the quarter in
which the RFP opens. The base index number for the PPI will be for the month
the RFP opens. Any subsequent price redeterminations shall use the last price
redetermination approved for that price redetermination category as the "base
index number." The County shall have the right to audit the Contractor's records,
including, but not limited to, payroll, materials, and fuel cost records, to verify or
otherwise investigate the validity of any price redetermination request.
B. Wage Price Redetermination—22.06%. When requesting a price redetermination
based upon an increase in wage costs,the Contractor shall refer to and utilize the
Employment Cost Index,Total Compensation, Private Industry, Index Number and
Occupational Group at http://data.bls.gov/PDQ/outside.isp?survey=ci, as
prepared by the Bureau of Labor Statistics in the U.S. Department of Labor. The
base figure will be tied to Trade, transportation, and utilities under the heading
Service Providing Industries. Wage price redetermination increases shall be
granted only by reason of wage increases associated with the Contractor's
employees or subcontractors performing work or services pursuant to the
Agreement.
C. Minimum Wage Price Redetermination. If the minimum wage increases during
the term of the Agreement,including any renewal or extension period thereunder,
the Contractor may petition the Director of Purchasing and Contracts for price
redetermination for those job categories where the pay to the Contractor's
employee(s) is the current minimum wage. Upon verification of the information
provided,the County will grant an increase of exactly the amount of the minimum
wage increase (not the percentage increase). The Contractor must increase the
pay to the employee(s) by the amount the Contractor has requested, which shall
not exceed the amount of the minimum wage increase. The amount paid to the
Contractor will be the increase plus any written and documented increase in FICA,
Medicare, and Workers' Compensation insurance. The Contractor must supply
written documentation of any other increase that is beyond the scope and control
of the Contractor. All written documentation must satisfy the reasonable
expectations of the Director of Purchasing and Contracts and Internal Auditor.
i) Example: Minimum wage increases from $7.31 to $7.56 per hour. The
Contractor may petition for an increase of $0.25 per hour to be paid to the
affected employee(s) and shall provide written and documented cost
increases for FICA, Medicare and Workers' Compensation. The resulting
increase in costs shall be incorporated into fees/rates billed to the County.
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EXHIBIT C— PRICING UNIFORMS - RENTAL
If the Contractor bills the County at a higher price according to any price
redetermination granted by the County, and the Contractor fails to increase the
hourly rate paid to the employee for the same period, the Contractor will be
considered in Agreement default and the Agreement will be immediately
terminated.
D. Fuel Price Redetermination — 18.62%. If/when the price of fuel increases by a
minimum of ten (10%) percent, the Contractor may petition the Director of
Purchasing and Contracts for a fuel price redetermination. As a condition of
petitioning for a fuel price increase, the Contractor shall be required to petition
for a fuel price redetermination decrease if/when the price of fuel decreases by a
minimum of ten (10%) percent. Failure to make such petition may be grounds for
Agreement termination and shall entitle the County to a refund of the cumulative
increase in pay to the Contractor due to any prior fuel price redetermination
increase(s). Fuel price redetermination must be based solely upon changes as
documented by the Producer Price Index (PPI) for the commodities "Unleaded
Gasoline - WPU057104" or "#2 diesel fuel - WPU057303," as such may be
applicable to the Contractor's operations in connection with the Contractor's
performance of the Agreement.
E. Materials Price Redetermination — 59.32%. At the anniversary date of the
Agreement, the Contractor may petition the Director of Purchasing and Contracts
for a materials price redetermination. As a condition of petitioning for a materials
price increase, the Contractor shall be required to petition for a materials price
redetermination decrease if/when the price of materials used by the Contractor
in connection with the Agreement decreases. Failure to make such petition may
be grounds for Agreement termination and shall entitle the County to a refund of
the cumulative increase in pay to the Contractor due to any prior materials price
redetermination increase(s). Materials price redetermination must be based
solely upon changes as documented by the Producer Price Index (PPI) for the
commodity "Apparel Manufacturing — PCU315---315A", as published by the
Bureau of Labor Statistics.
F. Price Redetermination Calculation. All Price Redeterminations shall be calculated
as follows:
Example: Contractor indicated on the Submittal Form that thirty percent(30%)of
the cost to provide the product/service is directly attributed to the
redetermination category(wages, fuel, or materials).
Base index PPI = $179.20
Current applicable PPI = $200.50
PPI increased by$10.30($200.5—$179.2 = $21.30)
Page 3 of 4
EXHIBIT C—PRICING UNIFORMS- RENTAL
or(21.3 _$179.2 = .1188) 11.9%
Unit cost of the service is $100.00
30%of$100.00 is directly attributed to the redetermination category. $30.00
$30.00 X 11.9% = $3.57
New unit price for the product/service is($100+ $3.57) $103.57
G. Expiration Upon Failure to Agree to Price Redetermination. If the County and the
Contractor cannot agree to a price redetermination pursuant to the terms and
conditions of this Section, then the Agreement will automatically expire without
penalty or further expense to either party after a period of six(6)months following
the Contractor's initial request for such price redetermination. Requests for price
redeterminations not made in accordance with the provisions of this Section shall
be deemed null and void and shall not be a valid reason or pretext for expiration
or termination of the Agreement. If the Agreement expires pursuant to the terms
and conditions of this Section, the County reserves the right, at no expense,
penalty, or consequence to the County, to award any remaining tasks thereunder
to the next available most responsive and responsible Contractor.
3.0 Unusual Costs
The Contractor may petition the County at any time for an additional rate adjustment on
the basis of extraordinary and unusual changes in the costs of operation that could not
reasonably be foreseen by a prudent operator and which, by all reasonable expectations,
will continue for at least one (1)year. If the Contractor petitions for such in increase,the
Contractor shall also petition for a rate reduction on the basis of extraordinary and
unusual changes in the costs of operation that could not reasonably be foreseen by a
prudent operator and which, by all reasonable expectations,will continue for at least one
(1)year; failure to make such petition may be grounds for Agreement termination.
The Contractor's request shall contain substantial proof and justification to support the
need for the rate adjustment. The County may request from the Contractor and the
Contractor shall provide such further information as may be reasonably necessary in
making its determination. The County shall approve or deny the request, in whole or in
part, within sixty (60) days of receipt of the request and all other additional information
required by the County. Any price redetermination shall be solely based upon the
documentation provided and the County reserves the right to rescind any price relief
granted should the circumstances change and prices decrease.
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