City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01897 12/3/2024 Consent Item 19.
NPSA for Uniform and Entrance Mat Rental and Laundering Services (Citywide) [Published for 10-day Review on 11/21/2024]
File ID: 2024-01897
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute Non-Professional Services Agreement (NPSA) No. PRC003243 with Cintas Corporation for the rental and laundering of uniforms for City staff and entrance mats for City buildings for a five-year term in an amount not to exceed $1,900,000.
Contact: Gary O’Neill, Contract and Compliance Specialist, (916) 808-7432, [email protected]; Dayana Reyes Zanaska, Procurement Manager, (916) 808-5524, [email protected]; Finance Department
Presenter: None
Attachments:
1-Description/Analysis
2-PRC003243 NPSA Cintas Uniforms Agreement
Description/Analysis
Issue Detail: Uniform shirts, pants, and coveralls are provided to City staff members in multiple departments pursuant to various labor unions’ memoranda of understanding. Over 1,000 employees are outfitted each year with uniforms. City buildings also need entrance mats to be rented and cleaned. The current contract for these services, Contract No. PRC000482 with Mission Linen Supply, expires on February 28, 2025.
On March 15, 2024, the City posted Request for Proposals (RFP) No. P24061521009 on the City’s electronic bidding portal. Notifications of RFP were sent to 133 registered vendors. Twelve vendors viewed the RFP, and four proposals were submitted prior to the submission deadline of April 10, 2024.
Policy Considerations: The recommendations in this report are in accordance with the provisions of City Code Chapter 3.56 Procurement.
File ID: 2024-01897 12/3/2024 Consent Item 19.
The Sacramento City Code Section 4.04.020 and the City Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements, and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to City Council action. This item was published for 10-day review on November 21, 2024, in compliance with the City Code.
Economic Impacts: None.
Environmental Considerations:
California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of supplies and are not considered to be a project in accordance with Section 15378(b)(2) of the CEQA guidelines.
Sustainability: The recommendations in this report are in accordance with the provisions of the Sustainable Purchasing Policy.
Commission/Committee Action: None.
Rationale for Recommendation: An RFP evaluation panel composed of six City staff members from various departments evaluated and scored the proposals based on criteria in the RFP. One of the proposals was deemed non-responsive as it did not meet RFP requirements. Cintas submitted the highest-ranked proposal and was recommended for the contract award.
Financial Considerations: Sufficient funding is available in the Fiscal Year (FY) 2024/25 approved operating budget and/or capital improvement program budgets of the departments acquiring this service. Payments after FY2024/25 are subject to funding availability in the adopted budget of the applicable fiscal year.
Local Business Enterprise (LBE): Cintas is an LBE.
Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:PRC003243
CONTRACT NAME:Uniform and Entrance Mat Rental and Laundering Services (Citywide) CONTRACT PROJECT #: 413301-1001-06001521
SOURCING EVENT #: P24061521009
DEPARTMENT: Finance
DIVISION: Procurement
CITY OF SACRAMENTO
NONPROFESSIONAL SERVICES AGREEMENT
THIS CONTRACT is made at Sacramento, California, by and between theCITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
Cintas Corporation
6800 Cintas Boulevard
Mason, OH 45040-9151
P.O. Box 625737
Cincinnati, OH 45262-5737
Phone 513-459-1200
(“Contractor”), as of the Effective Date, as defined below.
The City and Contractor agree as follows:
1. Effective Date. This Contract shall be effective beginning December 10, 2024.
2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”):
Request for Proposals #P24061521009
Exhibit A – Scope of Services
Exhibit B – Payment
Exhibit C – Insurance
Exhibit D – General Conditions
Purchase Orders referencing this Contract number
If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.
3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”).
ATTACHMENT 2 TO STAFF REPORT 2024-01897
Form Approvedby CityAttorney 9-1-2020Page2
City of Sacramento Contract No. PRC003243 – Cintas CorporationContractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4.Payment.City shall pay Contractor at the times and in the manner set forth in Exhibit B.Contractor shall submit all invoices to City in the manner specified in Exhibit B.5.Facilities and Equipment.Except as set forth below, Contractor shall, at its sole cost and expense,furnish all facilities and equipment required for Contractor to perform this Contract. City shallfurnish to Contractor only the facilities and equipment listed below, if any.None.6.Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coveragedescribed in the attached Exhibit C.7.General Conditions. Contractor shall comply with the terms and conditions set forth in theattached Exhibit D.8.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento CityCode chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summaryof the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.Contractor acknowledges and represents that Contractor has read and understands therequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.54. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance.Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach ofthis Contract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.9.Living Wage.This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage.A summary of the requirements, entitled "Living Wage Requirements", can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.The Living Wage Ordinance is applicable to certain contracts with the City in an amount of Form Approvedby CityAttorney 9-1-2020Page3
City of Sacramento Contract No. PRC003243 – Cintas Corporation$250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates. 10.Considering Criminal Conviction Information in the Employment Application Process. ThisContract may be subject to the requirements of Sacramento City Code chapter 3.62, Proceduresfor Considering Criminal Conviction Information in the Employment Application Process. Asummary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.The Ban-The-Box Requirements are applicable to certain contracts with the City in an amountof $250,000 or more (either initial value or total value after amendment) or if the total value ofall Contractor's contracts with the City is $250,000 or more over a 12-month period.Contractor acknowledges and represents that Contractor has read and understands theserequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.62. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance. Contractor shall requireapplicable subcontractors to fully comply with all applicable requirements of Sacramento CityCode chapter 3.62 and include these requirements in all subcontracts covered by SacramentoCity Code chapter 3.62.Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of thisContract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.11.Local Business Enterprise Program. The Local Business Enterprise Program ParticipationRequirements ("LBE Participation Requirements") are applicable to this Contract. A summary ofthe requirements, entitled "LBE Participation Requirements," can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.Contractor acknowledges and represents that Contractor has read and understands these Form Approvedby CityAttorney 9-1-2020Page4
City of Sacramento Contract No. PRC003243 – Cintas Corporationrequirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 12.Authority.The person signing this Contract for Contractor represents and warrants that he orshe has read, understands, and agrees to all the Contract terms and is fully authorized to sign thisContract on behalf of the Contractor and to bind the Contractor to the performance of theContract’s obligations.[Signatures Page Following Exhibits] Form Approvedby CityAttorney 9-1-2020Exhibit A-Page1
City of Sacramento Contract No. PRC003243 – Cintas CorporationEXHIBIT A SCOPE OF SERVICES 1. Representatives.The CITY Representative for this Agreement is:Gary O’Neill / Contract and Compliance Specialist City of Sacramento Procurement Division 915 I Street, 2ndFloorSacramento, CA 95814-2614 Phone 916-808-7432 / E-mail [email protected] The CONTRACTOR Representative for this Agreement is:Amanda Smith / Public Sector Account Manager Cintas Corporation 1231 National Drive Sacramento, CA 95834-1902 Phone 408-499-8626 / E-mail [email protected] Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.2. Scope of Services.Contractor shall provide Services to City as set forth in Attachment 1 to thisExhibit A.3. Time of Performance.The Services described in this Contract shall be provided fortwo years,through December 31, 2026. The City may extend this Contract for up to three additionalyears, for a maximum five-year term, through December 31, 2029.Contractor shall providethe Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shallimmediately notify the City if Contractor is unable to perform Services in compliance with thisContract.
ATTACHMENT 1 TO EXHIBIT A – SCOPE OF SERVICES
Attachment 1 to Exhibit A - Page 1
1.Responsibility of Contractor: The Contractor shall be responsible for providing uniforms and/or entrancemats and laundering these items as required. The Contractor may also offer direct-sale garments to the Cityand laundering of these items.2.New merchandise:All garments and mats shall be new. All mats are cleaned and kept maintained by size sothey will swapped each week for clean mats, but not out of our factory new.Garments and mats have not been put into circulation for another location or employee. Garments for an employee may be assigned re-issued another location if that employee is assigned to a new location. 3.Laundering: Garments are to be laundered to industry standards.4.Delivery / pick up service: The Contractor shall be responsible for delivering clean uniforms or mats andpicking up soiled uniforms or mats for each City location in the contract once per week. New locations maybe added with written permission of both parties. The City may request more frequent deliveries at somefacilities with written approval by both parties. All deliveries and pick-ups shall be on mutually agreed daysand times.Appropriate containers for the collection of soiled uniforms and rags shall be provided at no charge to the City. 5.Number of uniforms: The quantity and type of garment varies depending on the job classification of thestaff member and the Memo of Understanding for the associated labor union. Most, but not all, City staffthat are required to wear uniforms shall be issued eleven sets of uniforms, one to wear, five in inventory atthe City, and five at the Contractor’s facility being laundered. Additionally, some City staff members will beissued coveralls.6.Direct sale items: The Contractor will make available to the City foul weather jackets and other garmentsthat may be purchased by City departments. Prices are to be the most-favorable price rate offered by theContractor.The Contractor reserves the right to test wash direct sale items to ensure that they can withstand industrial laundering. The Contractor shall notify the City of unsuitability of any direct sale item for industrial laundering PRIOR to sale of the item to the City. 7.Direct sale items; laundering: The City shall have the option to launder the garments themselves or to havethe Contractor launder the garments for a set fee. Replacement of direct sale items will be the responsibilityof the City unless the garment is damaged by the Contractor during the laundering process.The City may elect to waive the test wash requirement for direct sale garments that will not be laundered by the Contractor. 8.Warranties: All garments and mats shall be guaranteed and warranted for one year from the date that theyare put into service. The Contractor shall exchange garments that prove defective during the Contract.9.Guarantee of continuity and availability of products: Unless the manufacturer discontinues the garments ormats, all products specified by the Contractor in their proposal shall be available to the City during the lifeof the contract and extensions.10.Quality Control: The Contractor is required to have a functional electronic garment tracking system inplace at the time of bid opening to keep lost garments at a minimum, which will track any rental garmentingress and egress from laundering facility and/or City delivery point. Radio Frequency Identification ATTACHMENT 1 TO EXHIBIT A – SCOPE OF SERVICES
Attachment 1 to Exhibit A - Page 2
(RFID) or other industry conventional device for tracking of each item as it is picked up and delivered shall be required. 11.Access to City facilities: The buildings involved in this service will continue to be occupied during thecontract. Work shall be performed in an orderly manner with minimum disturbance and inconvenience tothe occupants. The Contractor shall confine and limit his personnel to only those areas required inperforming the work. Work accomplished on weekends or legal holidays, if authorized, shall be performedat no additional expense to the City. All delivery personnel shall wear uniforms that clearly identifies themas an employee of the Contractor.12.Usage reports: When requested by the City, the Contractor will provide Usage Reports. The reports will be in Excelspreadsheet format. The report will show the number, type, and size of each garment issued to each location andto each staff member at that location. The reports will be provided annually. Reports may be issued morefrequently or contain additional information if mutually agreed by both parties.13.Subcontracting is not allowed: The Contractor shall not subcontract any services without approval from theCity and an authorized contract supplement.14.Invoicing: The City shall provide two Excel Spreadsheets with pre-populated cells with the names of thedepartments/locations and the budget lines. One spreadsheet will be for regular rental and laundering charges.The second spreadsheet will be for uniforms that were prematurely damaged or lost by the City. The Contractoris responsible for adding the price and invoice numbers to each respective line of the spreadsheets. The Excelspreadsheets are to be submitted to the Procurement Division of the City or review. The Procurement Divisionwill either submit the invoice for payment or request that a correction be made, or the spreadsheet revised andresubmitted.15.Pre-maturely damaged or lost uniforms: Uniforms or mats that have been in service for less than one yearand are accidentally or purposely rendered unusable by the City shall be replaced by the Contractor andcharged to the City per Attachment 1 to the Payment Exhibit. There will be no charge to replace uniformsor mats that have been in service for one year or more.16.City Holidays. The City observes the following holidays. If a scheduled delivery/pickup is on a City holiday,the delivery/pickup will be made on the following workday, or on a day mutually agreed upon by bothparties.New Year’s Day - *January 1Martin Luther King Day - Third Monday in JanuaryPresident’s Day - Third Monday in FebruaryCesar Chavez Day - *March 31Memorial Day - Last Monday in MayIndependence Day - *July 4Labor Day - First Monday in SeptemberVeterans Day - *November 11Thanksgiving Day - Fourth Thursday in NovemberDay After Thanksgiving - Fourth Friday in NovemberChristmas Eve - *1/2 day December 24 PMChristmas Day - *December 25New Year’s Eve - *1/2 day December 31 PM* If this Holiday falls on a Saturday, it is observed on the preceding Friday; if on Sunday, then thesucceeding Monday).
ATTACHMENT 1 TO EXHIBIT A – SCOPE OF SERVICES
Attachment 1 to Exhibit A - Page 3
17.Purchase Order. Purchase Orders will be issued to the Contractor on behalf of the City organization(s) whowill be ordering items/services covered in the contract. The Purchase Order will be enclosed with theresulting contract or will be issued shortly thereafter and will become an integral part of the resultingcontract. Each Purchase Order will cite a specific dollar value to cover an item or specified period. If acontract is for a specific period and extends beyond the close of the City's fiscal year of June 30th a secondpurchase order may be issued.18.Invoices:The Contractor is responsible for preparing and submitting two Excel spreadsheets each weekwith a consolidation of all City invoices for that week of service. One spreadsheet is for all regular uniform,mat, and other accessories rental and laundering charges. The second spreadsheet is a consolidation of allinvoices for the service week for uniform replacement charges for garments that were lost or abused bythe City. The invoices shall be submitted for approval to the Procurement Division prior to approval forpayment.19.Dismissal of Unsatisfactory Employees: The Contractor shall only furnish employees who are competentand skilled for work under this contract. If, in the opinion of the City, an employee of the Contractor isincompetent or disorderly, refuses to perform in accordance with the terms and conditions of theContract, threatens or uses abusive language while on City property, or is otherwise unsatisfactory, thatemployee shall be removed from all work under this contract.20.Contractor’s personnel: The Contractor’s route courier is to wear uniform apparel that is marked with theContractor’s name as well as the first name of the courier. A Photo ID Badge issued by the City may berequired to be worn by the Contractor’s route courier while at City locations.21.Contractor’s vehicle: The Contractor’s vehicle used for pick-ups and delivery shall be clearly marked withthe Contractor's name. Any parking fees or fines shall be paid by the Contractor. The City reserves theright to determine where the Contractor’s vehicle shall park while at City locations.
ATTACHMENT 2 TO EXHIBIT A - LOCATIONS
Attachment 2 to Exhibit A -- Page 1 of 1
Account No. Location Name Address COS PW FLEET MANAGEMENT-BLDG 55730 24thStreet – SACY Building 5COS PW FLEET MANAGEMENT- BLDG 65730 24th Street – SACY Building 6 COS PW FLEET MANAGEMENT- BLDG 165730 24th Street – SACY Building 16COS PW URBAN FORESTRY-BLDG 12A5730 24thStreet – SACY Building 12ACOS PW FACILITIES MAINTENANCE- BLDG 45730 24th Street – SACY Building 4 COS PW PAVEMENT SACY-BLDG 14 5730 24th Street – SACY Building 14COS PW INSOURCE CONCRETE - BLDG 95730 24thStreet – SACY Building 9COS PW TRAFFIC CONTROL & SIGNALS-BLDG 115730 24th Street – SACY Building 11COS YPCE PARK MAINT SACY-BLDG 125730 24th Street – SACY Building 12COS DOU WATER DISTRIBUTION-BLDG 225730 24thStreet – SACY Building 22COS DOU DRAINAGE-BLDG 195730 24th Street – SACY Building 19COS DOU WASTEWATER-BLDG 205730 24th Street – SACY Building 20COS PW TRAFFIC SIGNS & MARKINGS-BLDG 105730 24thStreet – SACY Building 10COS PW FLEET MANAGEMENT2812 Meadowview Road – Building 3COS PW RECYCLING & SOLID WASTE2812 Meadowview Road – Building 1COS DOU CWTP EIS1391 35thAvenueCOS DOU CWTP 1391 35th AvenueCOS DOU SRWTP EIS301 Water Street COS PD CUSTODIAN-ROONEY5303 Franklin BoulevardCOS PW FLEET MANAGEMENT - ROONEY 5303 Franklin BoulevardCOS YPCE PARK MAINTENANCE LANDPARK 3853 18th Street – (William Land Golf Course) COS YPCE PANNELL CC2450 Meadowview RoadCOS PD CUSTODIAN-FREEPORT 5770 Freeport BoulevardCOS PW RECYCLING & SOLID WASTE NACY 918 Del Paso Road – NACY Building 2COS YPCE BELLE COOLEDGE CC 5699 S. Land Park DriveCOS YPCE MIMS CC3271 Marysville Boulevard COS YPCE PARK MAINT. SUTTER 20 28th Street – Sutter Yard Building 4COS PW PARKING ENFORCEMENT 300 Richards BoulevardCOS PW PARKING - TOWER BRIDGE 135 Neasham Circle - (Tower Bridge Garage)COS PW PARKING CITY HALL914 11th Street - (CH Parking Garage)COS DOU SRTP DRAINAGE 301 Water Street COS PW METER SHOP 1126 11th Street COS CCS CONVENTION CENTER1515 J StreetCOS PW PARKING MAINTENANCE STAFF135 Neasham Circle - (Tower Bridge Garage)COS YPCE SOUTH NATOMAS CC2921 Truxel Road COS YPCE PARK MAINT. NACY918 Del Paso Road – NACY Building 2COS PW FLEET MANAGEMENT - NACY-BLDG 3 918 Del Paso Road – NACY Building 3COS PW PAVEMENT NACY 918 Del Paso Road – NACY Building 1COS DOU FAIRBAIRN WTP7501 College Town DriveCOS DOU FAIRBAIRN WTP EIS7501 College Town DriveCOS DOU USA 5730 24th Street – SACY Building 19COS YPCE AQUATICS 20 28th Street – Sutter Yard Building 4COS YPCE COLOMA CC 4623 T Street COS YPCE HART SENIOR CTR 915 27th Street COS YPCE OAK PARK CC3425 Martin Luther King Jr DriveCOS YPCE GEORGE SIMS CC6207 Logan StreetCOS PW FLEET MANAGEMENT - KINNEY3550 Marysville Boulevard COS PD CUSTODIAN-KINNEY3550 Marysville Boulevard COS DOU DRAINAGE- NACY918 Del Paso Road – NACY Building 1COS CDD CODE ENFORCEMENT 300 Richards BoulevardCOS SFD SHOP 3230 J Street COS DOU SRWTP WATER MAINTENANCE301 Water Street COS DOU FAIRBAIRN WTP WATER MAINT 7501 College Town DriveCOS YPCE EVENT SUPPORT SERVICES5730 24th Street – SACY Building 12COS YPCE NORTH NATOMAS AQUATICS 2601 New Market Drive Form Approvedby CityAttorney 9-1-2020Exhibit B-Page1
City of Sacramento Contract No. PRC003243 – Cintas CorporationEXHIBIT B PAYMENT1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision ofServices as set forth in Exhibit A, including any authorized reimbursable expenses, shall notexceed the total sum of $1,900,000. The payments specified in this Exhibit B shall be the onlypayments made to Contractor unless the City approves a Supplemental Contract.2. Pricing.Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and anyapplicable special provisions included in the request for bids or proposals. If there is a conflictbetween Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actualexpenditures of Contractor for expenses that are necessary for the proper satisfaction of theContract and are only payable if specifically authorized in advance in writing by the City.4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract,including charges for transportation, fuel, containers, packing, or disposal.5. Payments to Contractor. Contractor is responsible for supplying all documentation necessaryto verify invoices to the City’s satisfaction.A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discountthat was accepted by the City or as otherwise stated in this Contract. Any prompt paymentdiscounts will be computed from the date of acceptance by the City, or from the date aninvoice is received, whichever occurs later.B. Invoices must be submitted to either of the addresses specified below.(1) Email. Submit email invoices and any attachments to:[email protected](2) Postal Mail. If emailing is not an option, mail to:A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608C. All invoices submitted by CONTRACTOR must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number(3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable)(6) CITY representative identified on the Purchase Order(7) Contractor’s remit address Form Approvedby CityAttorney 9-1-2020Exhibit B-Page2
City of Sacramento Contract No. PRC003243 – Cintas Corporation(8) Itemized description of items billed under Invoice(9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.)(11) Amount of Invoice (itemize all authorized Reimbursable Expenses)(12) Total Billed to Date under Contract (if applicable)D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicablesales, use, excise, or similar taxes, including federal excise tax, must be itemizedseparately on the invoice. Invoices that do not conform to the format outlined above willbe returned to Contractor for correction. City is not responsible for delays in payment toContractor resulting from Contractor’s failure to comply with the invoice formatdescribed above.E. For Goods only, a bill of lading number and weight of shipment will be shown forshipments on the Government Bill of Lading.F. Unless otherwise specified in this Contract, partial payments will not be made by the Cityand payment will not be due until the completion of the Goods order. No paymentprecludes the City’s right to inspect. Requests for payment status should be addressed tothe City Representative for this Contract.6. Additional Services. Additional Services shall be provided only when a Supplemental Contractauthorizing the Additional Services is approved in writing by the City in accordance with the City’scontract amendment procedures. The City reserves the right to perform any Additional Serviceswith its own staff or to retain other contractors to perform the Additional Services.7. Accounting Records of Contractor.During performance of this Contract and for a period of threeyears after completion of performance, Contractor shall maintain all accounting and financialrecords related to this Contract, in accordance with generally accepted accounting practices,including records of Contractor’s costs for performance under this Contract and records ofContractor’s Reimbursable Expenses. Contractor shall keep and make records available forinspection and audit by representatives of the City upon reasonable written notice.8. Tax Payments.Contractor shall pay, when and as due, any and all taxes incurred as a result ofContractor’s compensation hereunder, including estimated taxes, and shall provide CITY withproof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims,losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’sbreach of this section.
Form Approvedby CityAttorney 9-1-2020Exhibit C - Page
City of Sacramento Contract No. PRC003243 – Cintas CorporationEXHIBIT C INSURANCE1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintainthe insurance coverage described in the Insurance Terms below. Full compensation for allpremiums that Contractor is required to pay for the insurance coverage described herein shallbe included in the compensation specified under this Contract. No additional compensationwill be provided for Contractor's insurance premiums. Any available insurance proceeds inexcess of the specified minimum limits and coverages shall be available to the City.Contractor's liability to the City is not in any way limited to or affected by the amount ofinsurance coverage required or carried by the Contractor in connection with this Contract.2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial GeneralLiability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 onan occurrence basis for bodily injury, including death, of one or more persons, propertydamage, and personal injury, arising out of activities performed by or on behalf of theContractor and subcontractors, products and completed operations of Contractor andsubcontractors, and premises owned, leased, or used by Contractor and subcontractors, withlimits of not less than one million dollars ($1,000,000) per occurrence. The policy shall providecontractual liability and products and completed operations coverage for the term of thepolicy.The City, its officials, employees and volunteers shall be covered by policy terms orendorsement as additional insureds as respects general liability arising out of: activitiesperformed by or on behalf of Contractor and subcontractors; products and completedoperations of Contractor and subcontractors; and premises owned, leased, or used byContractor and subcontractors.3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check theapplicable provision.)_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by acombination of primary and umbrella or excess insurance coverage, provided that any umbrellaor excess insurance contains, or is endorsed to contain, a provision that it will apply on a primarybasis for the benefit of the City, and any insurance or self-insurance maintained by City, itsofficials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverageand will not contribute to it.
Form Approvedby CityAttorney 9-1-2020Exhibit C - Page
City of Sacramento Contract No. PRC003243 – Cintas CorporationThis applies only with respect to Contractor's indemnity obligations.5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage.(Check theapplicable provision.)_X_ Workers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.6. Other Insurance Provisions.The policies must contain, or be endorsed to contain, the followingprovisions:A. Contractor's insurance coverage, including excess insurance, shall be primaryinsurance as respects the City, its officials, employees and volunteers. Any insuranceor self-insurance maintained by the City, its officials, employees or volunteers will bein excess of Contractor's insurance and will not contribute with it.B. Any failure to comply with reporting provisions of the policies will not affect coverageprovided to the City, its officials, employees or volunteers.C. Coverage shall state that Contractor's insurance applies separately to each insuredagainst whom claim is made or suit is brought, except with respect to the limits of theinsurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation ormaterial change in the policy language or terms.This applies only with respect to Contractor's indemnity obligations.7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of notless than A:VI. Self-insured retentions, policy terms or other variations that do not comply withthe requirements of this Exhibit C must be declared to and approved by the City in writingbefore execution of this Contract.8. Verification of Coverage.A. Contractor shall furnish City with certificates and required endorsements evidencing theinsurance required. Certificates of insurance must be signed by an authorizedrepresentative of the insurance carrier. Copies of policies shall be delivered to the CityRepresentative on demand.B. Contractor shall send all insurance certificates and endorsements, including policyrenewals, during the term of this Contract directly to:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564 Form Approvedby CityAttorney 9-1-2020Exhibit C - Page
City of Sacramento Contract No. PRC003243 – Cintas CorporationC. Certificate Holder must be listed as:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564D. The City may withdraw its offer of Contract or cancel this Contract if the certificates ofinsurance and endorsements required have not been provided before execution of thisContract. The City may withhold payments to Contractor and/or cancel the Contract if theinsurance is canceled or Contractor otherwise ceases to be insured as required herein.9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractorsmaintain insurance coverage that meets the minimum scope and limits of insurance coveragespecified in this Exhibit C.
Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 1
City of Sacramento Contract No. PRC003243 – Cintas CorporationEXHIBIT D GENERAL CONDITIONS1. Independent Contractor.A. It is understood and agreed that Contractor (including Contractor’s employees) is anindependent contractor and that no relationship of employer-employee exists betweenthe parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’sassigned personnel will be entitled to any benefits payable to CITY employees. CITY is notrequired to make any deductions or withholdings from the compensation payable toContractor under the provisions of this Contract, and Contractor will be issued a Form1099 for its services hereunder. As an independent contractor, Contractor hereby agreesto indemnify and hold CITY harmless from any and all claims that may be made againstCITY based upon any contention by any of Contractor’s employees or by any third party,including any state or federal agency, that an employer-employee relationship or asubstitute therefor exists for any purpose whatsoever by reason of this Contract or byreason of the nature and/or performance under this Contract.B. It is further understood and agreed by the parties that Contractor, in the performance ofits obligations, is subject to the City’s control and direction as to the designation of tasksto be performed and the results to be accomplished under this Contract, but not as to themeans, methods, or sequence used by Contractor for accomplishing the results. To theextent that Contractor obtains permission to, and does, use CITY facilities, space,equipment or support services in the performance of this Contract, this use will be at theContractor’s sole discretion based on the Contractor’s determination that the use willpromote Contractor’s efficiency and effectiveness. Except as may be specifically providedelsewhere in this Contract, the CITY does not require that Contractor use CITY facilities,equipment or support services or work in CITY locations in the performance of thisContract. As used in this Contract, "sole discretion" or "sole judgment" means that theparty authorized to exercise its discretion or judgment may do so based on an unfetteredassessment of its own interests, without considering how its decision affects the otherparty, and unconstrained by the implied covenant of good faith and fair dealing.C. If, in the performance of this Contract, any third persons are employed by Contractor,such persons will be entirely and exclusively under the direction, supervision, and controlof Contractor. Except as otherwise provided in this Contract, all terms of employment,including hours, wages, working conditions, discipline, hiring, and discharging, or anyother terms of employment or requirements of law, shall be determined by Contractor.It is further understood and agreed that Contractor will issue W-2 or 1099 Forms forincome and employment tax purposes for all Contractor’s assigned personnel andsubcontractors.D. The provisions of this section will survive any expiration or termination of this Contract.Nothing in this Contract creates an exclusive relationship between CITY and Contractor.Contractor may represent, perform services for, or be employed by any additionalpersons or companies so long as Contractor does not violate the provisions of Section 5,below.
Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 2
City of Sacramento Contract No. PRC003243 – Cintas Corporation2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shallmaintain at all times during the term of this Contract at its sole cost and expense, all licenses,permits, qualifications, and approvals of any nature that are legally required for Contractor topractice its profession or fulfill the terms of this Contract, including a City Business OperationsTax Certificate and any required certification issued by the California Secretary of State.3. Time.Time is off the essence in the performance of this Contract. Contractor shall devote thenecessary time and effort to its performance under this Contract. Neither party will be consideredin default of this Contract, to the extent that party’s performance is prevented or delayed by anycause, present or future, that is beyond the reasonable control of that party.4. Contractor Not Agent.Except as City may specify in writing, Contractor and Contractor’spersonnel have no authority, express or implied, to act on behalf of City in any capacitywhatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, expressor implied, to bind City to any obligations whatsoever.5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm,has or will acquire any interest, directly or indirectly, that would conflict in any manner with theCity’s interests or that would in any way hinder Contractor’s performance under this Contract.Contractor further covenants that in the performance of this Contract, no person having any suchinterest will be employed by it as an officer, employee, agent or subcontractor, without the City’swritten consent.Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest withthe City’s interests during the performance of this Contract. If Contractor is or employs a formerofficer or employee of the City, Contractor and any former City officer or employee shall complywith the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances beforethe City Council or any City department, board, commission, or committee.6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, orother pollutant or contaminant that is or becomes designated, classified, or regulated ashazardous or toxic under any law, regulation, rule, order, decree, or other governmentalrequirement now in effect or later enacted. If Contractor is shipping Hazardous Substances,Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of HazardousSubstances to each City location receiving the Hazardous Substances. If the content of an SDSis revised, Contractor must provide a revised SDS to each City location receiving HazardousSubstances.7. Confidentiality of City Information.During performance of this Contract, Contractor may gainaccess to and use City information regarding inventions, machinery, products, prices, apparatus,costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets,technical matters, systems, facilities, customer lists, product design, copyright, data, and othervital information (hereafter collectively referred to as “City Information”) that are valuable,special and unique assets of the City.Contractor agrees to protect all City Information and treat it as strictly confidential, and furtheragrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 3
City of Sacramento Contract No. PRC003243 – Cintas Corporationcommunicate in any manner any City Information to any third party without the City’s prior written consent.In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.
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City of Sacramento Contract No. PRC003243 – Cintas Corporation9. Notification of Material Changes in Business. Contractor agrees that if it experiences anymaterial changes in its business, including a reorganization, refinancing, restructuring,leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediatelynotify the City of the changes. Contractor also agrees to immediately notify the City of anycondition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligationsto the City under this Contract.10. Standard of Performance. Contractor shall perform in the manner and according to thestandards currently observed by a competent practitioner of Contractor’s profession in Californiaand in compliance with all requirements of this Contract. All products that Contractor delivers toCity under this Contract must be prepared in a professional manner and conform to the standardsof quality normally observed by a person currently practicing in Contractor’s profession.Contractor shall assign only competent personnel to perform on its behalf under this Contract.Contractor must notify the City in writing of any changes in Contractor’s staff assigned to performunder this Contract, before any performance by the new staff member. If the City, in its solediscretion, determines that any person assigned by the Contractor to perform under this Contractis not performing in accordance with the standards required herein, City shall provide notice toContractor. Contractor shall immediately remove the assigned person upon receipt of the notice.11. Performance or Different Terms and Conditions. The City's subsequent performance will notbe construed as either acceptance of additional or different terms and conditions or acounteroffer by the Contractor, nor will the City's subsequent performance be viewed asacceptance of any provision of the Uniform Commercial Code, as adopted by any State, that iscontrary to the terms and conditions contained herein. Contractor's performance shallconform to the applicable requirements of the Sacramento City Charter, Sacramento CityCode, and all applicable State and Federal laws, and all the requirements of this Contract. TheCalifornia Commercial Code will apply except as otherwise provided in the Contract.12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager,or if any portion of the City is declared a disaster area by the county, state or federal government,this Contract may be subjected to increased usage. The Contractor shall serve the City during adeclared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, withoutmark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of theContract because of a disruption in its chain of supply or service, then the Contractor shall provideproof of the disruption. Acceptable forms of proof will include a letter or notice from theContractor's source stating the reason for the disruption13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both partieshave fully performed their respective obligations under this Contract, unless soonerterminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, inwhole or in part, by giving a written notice of suspension to Contractor. Upon receipt of Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 5
City of Sacramento Contract No. PRC003243 – Cintas Corporation
such notice, Contractor shall immediately suspend its activities under this Contract, asspecified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract: (1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity.14. Default by Contractor.In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made. 15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the warranty set forth in this contract. B. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services. C. City's inspections, approval, acceptance, or payment for all or part of any Goods and Services will in no way affect City's warranty rights. 16. Indemnity. A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 6
City of Sacramento Contract No. PRC003243 – Cintas Corporation
performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, to the extent caused by the negligent performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B., above.C. Survival. The provisions of this section will survive any expiration or termination of this Contract. 17. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.C. This Section shall govern over any other contrary provision of the Contract.18. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself,its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 7
City of Sacramento Contract No. PRC003243 – Cintas Corporation
ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part.F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests.
Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 8
City of Sacramento Contract No. PRC003243 – Cintas Corporation19. Entire Agreement.This Contract, including all Exhibits and documents referenced herein,contains the entire agreement between the parties and supersedes whatever oral or writtenunderstanding they may have had before the execution of this Contract. No alteration to theterms of this Contract shall be valid unless approved in writing by Contractor, and by City, inaccordance with applicable provisions of the Sacramento City Code.20. Modification of Contract.The Contractor shall take no direction from any City employee thatchanges the executed terms and conditions of the Contract, including Exhibit A, or any changethat impacts the cost, price, or schedule, before receiving a written, signed modification to theContract.21. Severability. If a court with jurisdiction rules that any portion of this Contract or its applicationto any person or circumstance is invalid or unenforceable, the remainder of this Contract will notbe affected thereby and will remain valid and enforceable as written, to the greatest extentpermitted by law.22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiverby either party of any default, breach or condition precedent, will be construed as a waiver ofany provision of this Contract, nor as a waiver of any other default, breach or condition precedentor any other right hereunder. No waiver will be effective unless it is in writing and signed by thewaiving party.23. Governing Law. This Contract shall be governed, construed and enforced in accordance with thelaws of the State of California, except that the rule of interpretation in California Civil Code section1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in thestate trial court or Federal District Court located in Sacramento County in the State of California,and the Parties consent to jurisdiction over their persons and over the subject matter of any suchlitigation in such courts, and consent to service of process issued by such courts.Any dispute arising under this agreement shall be determined on an individual basis, shall be considered unique as to its facts, and shall not be considered in any arbitration or other proceeding with any claim or controversy of any other party.24. Assignment Prohibited.The expertise and experience of Contractor are material considerationsfor this Contract. City has a strong interest in the qualifications and capability of the persons andentities that will fulfill the obligations imposed on Contractor under this Agreement. Inrecognition of this interest, Contractor shall not assign any right or obligation pursuant to thisContract without the written consent of the City. Any attempted or purported assignmentwithout City’s written consent shall be void and of no effect.25. Binding Effect.This Contract is binding on the heirs, executors, administrators, successors andassigns of the parties, subject to the provisions of Section 24, above.
Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 9
City of Sacramento Contract No. PRC003243 – Cintas Corporation26. Compliance with Laws. The Contractor shall be responsible for strict compliance with allapplicable laws, regulations, court orders and other legal requirements applicable to the work tobe accomplished under the Contract, including the California Occupational Safety and Health Actand all applicable safety orders issued by the Division of Occupational Safety and Health,Department of Industrial Relations, State of California, and all applicable requirements ofUnderwriters Laboratories and the Federal Communication Commission.27. Flame Resistant Rider. The City agrees it bears sole responsibility for selecting the flame-resistantclothing and fabrics (“FRC”) under this Agreement determining whether such items are appropriate for use by its employees and agents in their applicable work environment(s). THE CITY ACKNOWLEDGES THAT CONTRACTOR HAS MADE NO REPRESENTATION, WARRANTY, OR COVENANT WITH RESPECT TO THE FLAME-RESISTANT QUALITIES OR OTHER CHARACTERISTICS OF THE FRC OR WITH RESPECT TO THEIR FITNESS OR SUITABILITY FOR THIS OR ANY OTHER PURPOSE. CONTRACTOR MAKES NO REPRESENTATION WHETHER THE FRC CONSTITUTES APPROPRIATE PERSONAL PROTECTIVE EQUIPMENT FOR THE ENVIRONMENT(S) TO WHICH THE CITY’S EMPLOYEES OR AGENTS MAY BE EXPOSED OR AS TO THE FRC’S ABILITY TO PROTECT USERS FROM INJURY OR DEATH. The City acknowledges that compliance with any and all OSHA or other similar regulations or requirements relating to personal protective equipment is the sole responsibility of Customer. Further, the City releases Contractor from any and all liability that results or may result from improper or inappropriate use of FRC garments. 28. Debarment Certificationa. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in itsability to contract with certain parties that are debarred, suspended, or otherwiseexcluded or ineligible for participating in Federal assistance programs or activities. Bysigning this Agreement, CONTRACTOR warrants and certifies under penalty of perjuryunder the laws of the State of California that Contractor, including any owner, partner,director, officer, or principal of the CONTRACTOR, or any person in a position withmanagement responsibility or responsibility for the administration of federal funds:i.Is not presently debarred, suspended, proposed for debarment, declared ineligible, orvoluntarily excluded from covered transactions by any federal or statedepartment/agency;ii.Has not within a three-year period preceding this certification been convicted of or had acivil judgment rendered against it for: commission of fraud or a criminal offense inconnection with obtaining, attempting to obtain, or performing a public transaction orcontract (federal, state, or local); violation of federal or state antitrust statutes; orcommission of embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, receiving stolen property, or other criminal felony;iii.Is not presently indicted for or otherwise criminally or civilly charged by a governmentalentity (federal, state, or local) with commission of any of the offenses enumerated inparagraph (b) above; oriv.Has not, within a three-year period preceding this certification, had one or more publiccontracts (federal, state, or local) or transactions terminated for cause or default.v.Has not been notified, within a three-year period preceding this certification, been notifiedof any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability Form Approvedby CityAttorney 9-1-2020ExhibitD-Page 10
City of Sacramento Contract No. PRC003243 – Cintas Corporationremains unsatisfied. Federal taxes are considered delinquent if the tax liability has beenfinally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.b. CONTRACTOR further warrants and certifies that it shall not knowingly enter into anytransaction with any subcontractor, material supplier, or vendor who is debarred, suspended,declared ineligible, or voluntarily excluded from covered transactions by any federal or statedepartment/agency. Any exceptions to the warranties and certifications in this Section must bedisclosed to the City.c. Exceptions will not necessarily result in denial of recommendation for award, but will beconsidered in determining Contractor’s responsibility. Disclosures must indicate to whomexceptions apply, the initiating agency, and dates of action.d. City will review the Federal Government’s System for Award Management Exclusionsmaintained by the General Services Administration for eligibility, prior to the execution of thisAgreement. The CONTRACTOR shall provide immediate written notice to the City if, at any timeprior to execution, the CONTRACTOR learns this certification is erroneous or has becomeerroneous by reason of changed circumstances. If it is later determined that the Contractor’swarranties and certification in this Section were erroneous, the City may terminate thisAgreement for default. 920 Milliken Road Spartanburg, SC 29861 800-334-4842
October 25, 2021 Jay Skie Director of Protective Apparel Cintas Corporation 6800 Cintas Blvd Mason OH 45040 Dear Mr. Skie, the life of the garment when proper care and maintenance procedures are followed. . Sincerely, Chris Romansky Product Portfolio Manager Westex by Milliken 864.556.2921 ATTACHMENT 1 TO EXHIBIT D
920 Milliken RoadSpartanburg, SC 29306WESTEX.COM800.334.4842 December 9, 2021Jay SkieDirector of Protective ApparelCintas Corporation6800 Cintas BlvdMason, OH 45040Westex guarantees the flame resistance of UltraSoft®, Indura®, UltraSoft AC® and Westex® DH fabrics for the life of the garment when proper care and maintenance procedures are followed. Furthermore, any guarantee made to Cintas can be passed through to their customers.Best regards,Josh MoodyDirector, Product Management ATTACHMENT 1 TO EXHIBIT D
ATTACHMENT 1 TO EXHIBIT D
ATTACHMENT 1 TO EXHIBIT D
This statement is based on our current level of knowledge and covers commercial products as supplied by DuPont at the date of issue. Since conditions of use are outside the Company's control, DuPont makes no warranties, express or implied, and assumes no liability in connection with any use of this information. ks of DuPont de Nemours or its affiliates 200 Powder Mill Road Wilmington, DE 19803October 26, 2021 Jay SkieDirector of Protective ApparelCintas Corporation 6800 Cintas Blvd | Mason, Ohio 45040 Re: Shelf Life of NOMEX® Fiber Dear Customer:DuPont does not specify a shelf life for NOMEX® meta-aramid fiber. NOMEX® fiber, when properly stored, maintains its inherent flame resistance and other chemical and mechanical properties. Proper storage includes protecting the fiber from exposure to ultraviolet light (sunlight) and storing the fiber in a clean, dry environment in the original shipping package. The finishing agents may face the effects of soak-in and/or evaporation after long periods of storage. This influence will be minimized if the fibers are kept within their original compressed packages and stored according to the proper conditions.DuPont can only make statements directed towards the stability of the chemical and mechanical properties of NOMEX® brand fiber supplied by DuPont and not toward the service life of components and finished products that DuPont does not manufacture. The service life of any finished product, including the component NOMEX® brand fiber, may depend on many factors such as the service life of the other component materials, product design, product manufacturing process, and care and maintenance of the finished product. Sincerely, Deborah J. Saunders DuPont Nomex® Global Product Steward Phone: 302-287-0463 Email: [email protected] ATTACHMENT 1 TO EXHIBIT D
This statement is based on our current level of knowledge and covers commercial products as supplied by DuPont at the date of issue. Since conditions of use are outside the Company's control, DuPont makes no warranties, express or implied, and assumes no liability in connection with any use of this information. ks of DuPont de Nemours or its affiliates 200 Powder Mill Road Wilmington, DE 19803October 26, 2021 Jay SkieDirector of Protective ApparelCintas Corporation 6800 Cintas Blvd | Mason, Ohio 45040 Re: Shelf Life of NOMEX® Fiber Dear Customer:DuPont does not specify a shelf life for NOMEX® meta-aramid fiber. NOMEX® fiber, when properly stored, maintains its inherent flame resistance and other chemical and mechanical properties. Proper storage includes protecting the fiber from exposure to ultraviolet light (sunlight) and storing the fiber in a clean, dry environment in the original shipping package. The finishing agents may face the effects of soak-in and/or evaporation after long periods of storage. This influence will be minimized if the fibers are kept within their original compressed packages and stored according to the proper conditions.DuPont can only make statements directed towards the stability of the chemical and mechanical properties of NOMEX® brand fiber supplied by DuPont and not toward the service life of components and finished products that DuPont does not manufacture. The service life of any finished product, including the component NOMEX® brand fiber, may depend on many factors such as the service life of the other component materials, product design, product manufacturing process, and care and maintenance of the finished product. Sincerely, Deborah J. Saunders DuPont Nomex® Global Product Steward Phone: 302-287-0463 Email: [email protected] ATTACHMENT 1 TO EXHIBIT D
1 Plaza Circle Trion, GA 30753 Phone (706) 734-4920- Email- [email protected] October 22, 2021 Mr. Jay Skie Director of Protective Apparel Cintas Corp. 6800 Cintas Blvd. Mason, OH 45040 Dear Jay: Mount Vernon Mills produces a line of Flame Resistant Fabrics that meet the requirements of industry standards such as, ASTM 1506, NFPA 70E, NFPA 2112, EN ISO 11611, and EN ISO 11612. We guarantee the flame resistance of Mount Vernon FRflame resistant fabrics for the useful life of the garment provided that the following care instructions are followed. Machine washing 160º F max.Use of normal commercial detergents, as determined by industry standard.No chlorine or peroxide bleach.Use of soft water.No use of fabric softeners or starch.We represent and warrant that our guarantee is not subject to any restrictions, limitations, disclaimers, or any other constraints. Furthermore, any guarantee made to Cintas can be passed through to its customers. Regards, Mike Woods Vice President FR Fabric Sales Mount Vernon Mills, Inc.
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November 17, 2021 Jay Skie Director of Protective Apparel Cintas Corporation 6800 Cintas Blvd Mason, Ohio 45040 Dear Jay Skie PyroSafe by antex guarantees the flame resistance of all PyroSafe by antex fabrics for the life of the garment when proper care and maintenance procedures are followed. Furthermore, any guarantee made to Cintas can be passed through to their customers. Sincerely, Dennis James Manager PyroSafe by antex 908 421 0524 ATTACHMENT 1 TO EXHIBIT D