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Home My WebLink AboutCONTRACTOR AGREEMENT CINTAS 2021 - 2023 City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us CONTRACTOR AGREEMENT: MATS, TOWELS AND UNIFORMS CITY OF OSHKOSH THIS AGREEMENT, made on the 9TH day of DECEMBER, 2020, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and CINTAS CORPORATION, 800 ISBELL STREET, GREEN BAY WI 54303, hereinafter referred to as the CONTRACTOR, WITNESSETH: That the City and the Contractor, for the consideration hereinafter named, enter into the following agreement. The Contractor’s proposal is attached hereto and reflects the agreement of the parties except where it conflicts with this agreement, in which case this agreement shall prevail. ARTICLE I. COMPONENT PARTS OF THE CONTRACT This contract consists of the following component parts, all of which are as fully a part of this contract as if herein set out verbatim, or if not attached, as if hereto attached: A. This Instrument B. Proposal Solicitation C. Contractor’s Proposal In the event that any provision in any of the above component parts of this contract conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE II. PROJECT MANAGER A. Assignment of Project Manager. The Contractor shall assign the following individual to manage the project described in this contract: (RYAN DUNCAN, CINTAS CORPORATION, MAJOR ACCOUNT MANAGER) B. Changes in Project Manager. The City shall have the right to reasonably and in good faith, approve or disapprove of any proposed change from the individual named above as Project DocuSign Envelope ID: DD669BCD-636B-4989-AF68-3582B2C118C7 Manager. The City shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE III. CITY REPRESENTATIVE The City shall assign the following individual to manage the project described in this contract: (HOLLY MAGRADY, SENIOR BUYER) ARTICLE IV. SCOPE OF WORK The Contractor shall provide the services described in the City’s COOPERATIVE PURCHASE, OMNIA PARTNERS #RBB-190002 for the Project titled “MATS, TOWELS AND UNIFORMS” dated MONTH, DATE, YEAR, and the contractor’s bid form and materials attached as Exhibit A. If anything in the Bid Form conflicts with the Bid Specifications, the provisions in the Bid Specifications shall govern. The Contractor may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the City. ARTICLE V. CITY RESPONSIBLITIES The City shall furnish, at the Contractor’s request, such information as is needed by the Contractor to aid in the progress of the project, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the Contractor’s work the City will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE VI. TIME OF COMPLETION The work to be performed under this contract shall be completed by no later than DECEMBER 31, 2023 WITH THE OPTION FOR TWO, ONE-YEAR RENEWALS OR: The work to be performed under this contract shall be completed within XX days of the purchase order issued for this project. If the City wishes to exercise one or more option years, it shall provide written notice to Contractor no later than sixty (60) days before the end of the current term, whether initial or renewal. If the City does not exercise a renewal option, the contract will expire by its term without further notice. For example, there is no requirement that a notice of non-renewal must be submitted. Any changes to this completion date must be agreed upon by both parties in writing. DocuSign Envelope ID: DD669BCD-636B-4989-AF68-3582B2C118C7 ARTICLE VII. PAYMENT A. The Contract Sum. The City shall pay to the Contractor for the performance of the contract the sum of PRICING PER EXHIBIT A, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto. B. Fee schedules shall be firm for the duration of this Agreement. i. Method of Payment. The Contractor shall submit itemized monthly statements for services. The City shall pay the Contractor within 30 calendar days after receipt of such statement. If any statement amount is disputed, the City may withhold payment of such amount and shall provide to Contractor a statement as to the reason(s) for withholding payment. ii. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this agreement executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE VIII. STANDARD PROVISIONS The CONSULTANT agrees in all hiring or employment made possible by or resulting from this agreement, there will not be any discrimination against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. ARTICLE IX. CONTRACTOR TO HOLD CITY HARMLESS The Contractor covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims and demands of any kind or character whatsoever caused by or result from negligent acts of the Contractor, his agents or assigns, his employees or his subcontractors related to the performance of this Contract, and shall indemnify or refund to the City all sums including court costs, attorney fees and punitive damages which the City may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the City's written demand for indemnification or refund. ARTICLE X. INSURANCE The Contractor shall provide insurance for this project that includes the City of Oshkosh as an additional insured. The contractor’s certificate of insurance for this project is attached as Exhibit B. ARTICLE XI. TERMINATION C. For Cause. If the Contractor shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the City shall have the right to terminate this Agreement by written notice after 60 days to the Contractor. In this event, the Contractor shall be entitled to compensation for any satisfactory, usable work completed. D. For Convenience. The City may terminate this contract at any time by giving written notice to the Contractor no later than 90 calendar days before the termination date. If the City terminates under this paragraph, then the Contractor shall be entitled to compensation for DocuSign Envelope ID: DD669BCD-636B-4989-AF68-3582B2C118C7 any satisfactory work performed to the date of termination. Notwithstanding any other term of this agreement, whether identified in Article I, above, or referenced in any document identified in Article I, above, or as part of any term and condition of engagement or use of services or products, whether such terms and conditions are considered standard or otherwise, there shall be no termination charge of any kind for the termination for convenience. The parties acknowledge that the Contract, as well as its parent and affiliate companies, include terms requiring termination charges. The parties to this agreement explicitly agree that any contractual term or condition related to early termination fees or charges not to apply to this alteration thereto shall be invalid unless made in writing, singed by both parties and incorporated as an amendment to this Agreement. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. In the Presence of: CONTRACTOR /CONSULTANT ____________________________ By: _____________________________ ____________________________ ___________________________ (Seal of Contractor if a Corporation) (Specify Title) By: _____________________________ ___________________________ (Specify Title) CITY OF OSHKOSH By: _____________________________ _____________________________ Mark A. Rohloff, City Manager (Witness) _____________________________ And: _____________________________ (Witness) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. __________________________ City Attorney _______________________________ City Comptroller DocuSign Envelope ID: DD669BCD-636B-4989-AF68-3582B2C118C7