CONTRACT SERVICES EXTENSION AGREEMENT
CITY OF PATTERSON
AND
ARAMARK UNIFORM SERVICES
This five (5)Year Agreement is made and entered into this ___ day of_______, 2022, by and between the CITY OF PATTERSON (CITY) and ARAMARK UNIFORM SERVICES (VENDOR) regarding UNIFORM SERVICES (PROJECT).
WITNESETH:
CITY desires to retain the services of VENDOR regarding services for “UNIFORM SERVICES”.
VENDOR desires to perform the services requested by CITY regarding the PROJECT on the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. Description of Work
VENDOR shall perform the work set forth in the original Request for Proposals approved by the City in March 2016, attached hereto and made a part hereof.
VENDOR shall provide all labor, equipment, material and supplies required or necessary to properly, competently and completely perform the work or render the services under this Agreement.
2. Compensation
Compensation shall be based on the work and fee schedule described in the attached proposal, Exhibit B. On each annual anniversary date, VENDOR will be allowed to increase prices. Increases may not exceed increases in the San Francisco-Oakland Consumer Price Index for all urban consumers or percentage increases in VENDOR’s published prices, whichever is lower.
3. Term
This five (5) year agreement shall become effective on July 1, 2022 and will continue in effect for five (5) years through June 30, 2027 at which time it shall terminate unless prior to that date the CITY notifies the VENDOR in writing within 60 days that it elects to extend the Contract under the same terms and conditions for an additional 12 month period, up to a maximum of 60 months.
4. Payment For Services
VENDOR shall submit to CITY monthly itemized bills for the services rendered. If the work is satisfactorily completed, CITY shall pay such bill within thirty (30) days of its receipt (see EXHIBIT A for invoicing details). Should CITY dispute any portion of any bill, CITY shall pay the undisputed portion within the time stated above, and at same time advise VENDOR in writing of the disputed portion.
5. Compliance With Laws
VENDOR agrees that it shall conduct its work and perform its services in compliance with all laws and regulations of STANISLAUS County, California, and any officer, department or CITY thereof, as well as other laws and regulations as may be applicable thereto.
6. General Insurance
VENDOR shall, at its expense, maintain in effect at all times during the duration of this Agreement not less than the following coverage and limits of insurances:
A. Workers Compensation VENDOR shall carry such insurance as will protect CITY and VENDOR from claims under Worker’s Compensation and Employers’ Liability Acts; such insurance to be maintained as to the type and amount in strict compliance with State statutes. This insurance shall also waive all right to subrogation against CITY, its employees, directors, officers and agents.
B. General Liability. VENDOR shall obtain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent VENDORs and broad form property damage coverages. This insurance shall be on a comprehensive occurrence basis form with a stand cross liability clause or endorsement. The limit for this insurance shall be no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage.
If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
C. Automobile Liability. VENDOR shall maintain automobile liability insurance with coverage for any vehicle including those owned, leased, rented or borrowed. This insurance shall have a standard cross liability clause or endorsement. The limit amount for this insurance shall be no less than $1,000,000 per occurrence combined single limit for bodily injury and property damage.
D. Certificates of Insurance. Promptly upon execution of this Agreement and prior to commencement of any work, VENDOR shall provide CITY with certificates of insurance evidencing that all insurance and/or endorsements required by this Agreement have been obtained and are in full force and effect. Approval of the insurance by CITY shall not relieve or decrease any liability of VENDOR. The certificates and policies shall provide that thirty (30) days’ written notice of any material change, reduction in coverage or cancellation of the insurance policies will be provided to CITY. In addition, in the event any change is made in the insurance carrier, policies or nature of coverage required under this Agreement, VENDOR shall notify CITY prior to making such changes.
Such insurance shall include a provision for endorsement naming CITY, its officers, directors, employees and agents as additional insured with respect to liability arising out of the performance of any work under this Agreement, and providing that such insurance is primary insurance with respect to the interest of CITY and that any other insurance maintained by CITY is excess and not contributing insurance with the insurance required hereunder. Blanket endorsements will not be allowed.
7. Indemnification and Hold Harmless
VENDOR shall protect, indemnify, hold harmless and defend CITY, its directors, officers, employees and agents, from any and all claims, fines, demands, costs, expenses (including but not limited to attorney’s fees and costs of litigation or arbitration), liability, losses, penalties, causes of action, awards, suits or judgments for damages of any nature whatsoever (hereinafter collectively referred to as “Claims”) to the extent arising out of the breach of this Agreement in whole or in part by, or willful or fraudulent misconduct or negligent acts by VENDOR, its employees, agents or VENDORs, or the agent, employee or VENDOR of any one of them in the performance of their duties or in their operations under this Agreement, but not including the sole or active negligence or the willful misconduct of CITY.
Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release VENDOR from its obligations to indemnify as to any claims so long as the event upon which such Claims is predicated shall have occurred prior to the effective date of any such termination or completion and arose out of or was in any way connected with performance or operations under this Agreement by VENDOR, its employees, agents or VENDORs, or the employee, agent or VENDOR of any one of them.
Submission of insurance certificates or other proof of compliance with the insurance requirements in this Agreement does not relieve VENDOR from liability under this indemnification and hold harmless clause. The obligation of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
8. Termination
The CITY reserves the right to terminate the Contract, in whole or in part, at any time, for any reason, without penalty. City shall give VENDOR thirty (30) days written notification prior to the effective date of termination. The VENDOR may terminate this agreement with a thirty (30) days written notification stating the reason for cancellation and mailed to the Public Works Department at 1 Plaza, Po Box 667, Patterson, CA 95363.
9. Attorney’s Fees
In the event that any arbitration, litigation or other action or proceeding of any nature between CITY and VENDOR becomes necessary to enforce or interpret all or any portion of this Agreement or because of an alleged breach by either party of any of the terms hereof, it is mutually agreed that the losing or defaulting party shall pay the prevailing party’s reasonable attorney’s fees, costs and expenses incurred in connection with the prosecution or defense of such action or proceeding.
10. Entire Agreement
This writing constitutes the entire Agreement between the parties relative to the services specified herein, and no modifications hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties or promises with respect to the subject matter of this Agreement except those contained in or referred to in this writing.
11. Independent VENDOR
It is expressly understood and agreed by the parties hereto that VENDOR’s relationship to CITY is that of an independent VENDOR. All persons hired by VENDOR and performing the work shall be VENDOR’s employees or agents. CITY shall not be obligated in any way to pay any wages or other claims by any such employees or agents or any other person by reason of this Agreement. VENDOR shall be solely liable to such employees and agents for losses, costs, damage of injuries by said employees or agents during the course of the work.
12. Successors and Assignment
This Agreement shall be binding on the heirs, successors, executors, administrators and assigns of the parties; however, VENDOR agrees that it will not assign, transfer, convey or otherwise dispose of this Agreement or any part thereof, or its rights, title or interest therein, or its power to execute the same without the prior written consent of CITY.
13. Severability
If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall be severable and not affected thereby.
14. Waiver of Rights
Any waiver at any time by either party hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any other breach, default or matter.
15. Remedies Not Exclusive
The use by either party of any remedy specified herein for the enforcement of this Agreement is not exclusive and shall not deprive the party using such remedy of, or limit the application of any remedy provided by law.
16. Notices
All notices, statements, reports, approvals or requests or other communications that are required either expressly or by implication to be given by either party to the other under this Agreement shall be in writing and signed for each party by such officers as each may, from time to time, authorize in writing to so act. All such notices shall be deemed to have been received on the date of delivery if delivered personally or three (3) days after mailing if enclosed in a properly addressed and stamped envelope and deposited in the U.S. post office for delivery. Unless and until formally notified otherwise, all notices shall be addressed to the parties at their address listed below:
CITY: 1 PLAZA, PO BOX 667
PATTERSON, CA 95363
VENDOR: ARAMARK UNIFORM SERVICES
1617 JIM WAY
MODESTO, CA 95358
17. SUB-VENDORS
No subcontract shall be awarded or an outside VENDOR engaged by VENDOR unless prior written approval is obtained from CITY.
IN WITNESS WHEREOF the parties execute this Agreement on the day and year first hereinabove written.
CITY OF PATTERSON VENDOR
By: _______________________ By: __________________________ Name: KEN IRWIN Name:
Title: City Manager Title:
ATTEST:
___________________________
ARACELY ALEGRE, CITY Clerk
APPROVED AS TO FORM:
_______________________________
NUBIA GOLDSTEIN
Patterson City Attorney