HomeMy WebLinkAboutContract #: 1786 - From: 09-23-2024 To: 09-23-2027 - Cintas - DPW COMMONWEALTH OF MASSACHUSETTS Date: 9/23/24
FAC111 ELIGIBLE ENTITIES CINTAS CUSTOMER ENGAGEMENT FORM
The undersigned Eligible Entity of The Commonwealth of Massachusetts(as defined below)(hereinafter"Customer")elects to participate in a rental service
for garments and/or other rental items governed by State Contract(FAC111)as the same may be amended or renewed from time to time by and between
Cintas Corporation No.2(hereinafter"Company")and the Commonwealth of Massachusetts(hereinafter"Agreement").Customer agrees to be bound by
the terms and conditions of the Agreement.
GENERALTERMS
This agreement is effective from 9/23/24 to 9/23/27 .The length of this rental agreement will commence with the actual uniform rental,not
affiliated with the start date of the Master Agreement.Any negotiations of price,terms or discounts must be approved by the Operational
A. Services Division for the Master Agreement.Any such changes shall take effect on the anniversary date of the Master Agreement.All requests
for price changes must be justified and based upon verifiable criteria which may include the Bureau of Labor Statistics Consumer Price Index
(CPI-U).Terms are a minimum of 12 months and may not exceed 36 months.
Company guarantees to deliver the highest quality textile rental service at all times.Any complaints about the quality of the service which have
not been resolved in the normal course of business must be sent in writing to the FAC111 Company Contract Manager.If Company then fails
to resolve any material complaint within 30 calendar days,Customer may terminate this agreement provided all rental items are paid for at the
then current replacement values or returned to Company in good and usable condition.
If Customer does not renew service after 12 months for reasons other than quality of service as set forth above,Customer will be invoiced for
garments not returned to Cintas within 30 days of the service termination at 72%of the US Communities Loss Replacement value.Customer
shall also be responsible for any unpaid charges on Customer's account prior to termination.
B. If Customer does not renew service after 18 months for reasons other than quality of service as set forth above,Customer will be invoiced for
garments not returned to Cintas within 30 days of the service termination at 46%of the US Communities Loss Replacement value.Customer
shall also be responsible for any unpaid charges on Customer's account prior to termination.
If Customer does not renew service after 24 months all garments must be returned and there will be no penalty to the participating agency.
Customer shall also be responsible for any unpaid charges on Customer's account prior to termination.
Additional fees for the buyback of non-standard garments,logo mats,and emblems,garment replacement costs,and the addition or
termination of employee accounts appear in the"Additional FAC111 Terms"on page 3 of this form.
C. Products not listed on the FAC111 Cintas Price File will need approval from the Commonwealth of Massachusetts,Operational Services
Division Contract Manager.Local contracts are invalid and will not be binding to the Agreement.
CINTAS CUSTOMER
Location 16 Town of North Andover DPW
Cintas Location# Customer Entity Name
Chelmsford,MA North Andover,MA
City,State City,State
Signature: Signature:
Name: Jeff Sumwalt Name: John Lavin
Date: 9/23/24 Date:
Title: Public Sector Major Account Manager Title: Operations Superintendent
Signature: /
0......................................................................................................-
Name: Melissa Murphy-Rodrigues
Date:
Title: Town Manager
Signature: OMIIMTL�,V..........
Name: Christine O'Connor
Date: m
,r
Title: Town G unsel
Signature: L A _
LA—
Name: We WO
Date:
Title: Town Accountant
Form last updated 5/30/2019 1
COMMONWEALTH OF MASSACHUSETTS
FAC111 ELIGIBLE ENTITIES CINTAS CUSTOMER ENGAGEMENT FORM
The following are the Commonwealth entities("Eligible Entities")that are designated by the State Purchasing Agent as eligible to use this Acceptance
Agreement for Services from Company through Statewide Contract FAC111:
1. Cities,towns,districts,counties and other political subdivisions;
2. Executive,Legislative and Judicial Branches,including all Departments and elected offices therein;
3. Independent public authorities,commissions and quasi-public agencies;
4. Local public libraries,public school districts and charter schools;
5. Public hospitals owned by the Commonwealth;
6. Public institutions of higher education;
7. Public purchasing cooperatives;
8. Non-profit,UFR-certified organizations that are doing business with the Commonwealth,and;
9. Other entities when designated in writing by the State Purchasing Agent.
Additional FAC111 Terms on page 3.
Form last updated 513012019 2
COMMONWEALTH OF MASSACHUSETTS
FAC111 ELIGIBLE ENTITIES CINTAS CUSTOMER ENGAGEMENT FORM
Location No.: 16
Contract No.:
Customer No.:
Main Corporate Code 4 New CC 21269
Date: 9123124
Customer/Participating Agency: Town of North Andover DPW Phone: 978.685.0950
Address: 420 Great Pond Road City: North Andover State: MA Zip: 01845
UNIFORM PRODUCT RENTAL PRICING:
Item# Description Unit Price
384 Carhartt Tradesman Shirt $.36
278 Carhartt T Shirt $.40
69626 Mens Hi Viz T Shirt $.57
•Name Emblem $ n/a EACH •Company Emblem$ n/a EACH
•Customer Emblem $ n/a EACH •Embroidery$ n/a EACH
•COD Terms $ n/a per week charge for prior service(if Amount Due is Carried to Following Week)
•Automatic Lost Replacement Charge: Item: n/a %of Inventory n/a % $ n/a EACH.
•Automatic Lost Replacement Charge: Item: n/a %of Inventory n/a % $ n/a EACH.
•Minimum Charge $ 35 PER DELIVERY
• Make-Up charge $ n/a PER GARMENT
•Non-Standard/Special Cut Garment(i.e.,non-standard,non-stocked unusually small or large sizes,unusually short or long sleeve or length,etc.)
premium $ .15 PER GARMENT
•Seasonal Sleeve Change $ n/a PER GARMENT
•Artwork Charge for Logo Mat $ n/a
•Size Change:Customer agrees to have employees measured by a Cintas representative using garment"size samples".
A charge of$ n/a PER GARMENT will be assessed for employee's size changed within 4 weeks of installation.
•Other: Uniform Advantage-$.08 per garment,Emblem Advantage-$.04 per garment,Prep Advantage-$.06 per garment
FACILITY SERVICES PRODUCTS PRICING:
Bundle* Item# Description Rental Freq. Inventory Unit Price
n/a n/a n/a n/a n/a n/a
• Indicated bundled items/services
Check box if Unilease.All Garments will be cleaned by customer.
Check box if receiving Linen Service.Company will take periodic physical inventories of items in possession or under control of customer.
Check box if receiving direct embroidery. If service is discontinued for any employee or Customer deletes any of the garments direct embroidery for
any reason,or terminates this agreement for any reason or fails to renew this agreement,Customer will purchase all direct embroidered garments at the
time they are removed from service at the then current replacement values.
Form lost updated 513012019 3
COMMONWEALTH OF MASSACHUSETTS
FAC111 ELIGIBLE ENTITIES CINTAS CUSTOMER ENGAGEMENT FORM
Additional FAC111 Terms
Fire Resistant Garments:Customer agrees it bears sole responsibility for selecting the flame resistant clothing and fabrics("FRC")under this Contract determining whether
such items are appropriate for use by its employees and agents in their applicable work environment(s).THE CUSTOMER 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 CUSTOMER'S EMPLOYEES OR AGENTS
MAY BE EXPOSED OR AS TO THE FRC'S ABILITY TO PROTECT USERS FROM INJURY OR DEATH.The Customer agrees to notify all employees and other agents of
the Customer who may wear or will be wearing the FRC that it is not designed for substantial heat exposure or for use around open flames.The Customer acknowledges that
compliance with any and all OSHA or other similar regulations or requirements relating to personal protective equipment is the sole responsibility of the Customer.Further,to
the extent permitted by Section 11 of the Commonwealth's Terms and Conditions,the Customer releases Contractor from any and all liability that results or may result from
the use of the garments,including but not limited to any alleged failure of the FRC to function as flame-resistant or provide protection against fire and/or heat.
High Visibility Garments:Customer bears sole responsibility for:(a)determining the level of visibility needed by wearers of the garments for their specific work conditions or
uses;(b)identifying and selecting which garments meet the required level of visibility for any particular work conditions or uses;and(c)determining when garments require
repair or replacement to meet the required level of visibility.Customer acknowledges and understands that the garments alone do not ensure visibility of the wearer.Customer
further acknowledges that Company is relying upon Customer to determine whether any garments need repair or replacement to maintain the required level of visibility.
Company represents only that the uniforms supplied satisfy certain ANSI/ISEA standards to the extent the garments are so labeled.Customer acknowledges that Company
has made no other representations,covenants,or warranties,whether express or implied,related to the uniforms.
Prices:Customer agrees to rent from Company,and Company agrees to provide to Customer,the Merchandise,inventory and services described on the FAC111 CINTAS
Price File,"Garment and Non-Garment Pricing"at the prices set forth in the FAC111 CINTAS Price File.There will be a minimum charge of thirty-five dollars($35.00)per
week for each Customer location required to purchase its rental services from Company as set forth in this Agreement.
Buyback of Non-Standard Garments:Customer has ordered from Company a garment rental service requiring embroidered garments that may not be standard to
Company's normal rental product line.In the event Customer deletes a non-standard product,alters the design of the non-standard product,fails to renew the Agreement,or
terminates the Agreement for any reason other than documented quality of service reasons which are not cured,Customer agrees to buy back all remaining non-standard
products allocated to Customer that the Company has in service and out of service at the then current Loss/Damage Replacement Values as published in the FAC111
CINTAS Price File on COMMBUYS.
Garments'Lack of Flame Retardant or Acid Resistant Features:Unless specified otherwise in writing by the Company,the garments supplied under this Agreement are
not flame retardant or acid resistant and contain no special flame retardant or acid resistant features.They are not designed for use in areas of flammability risk or where
contact with hazardous materials is possible.Flame resistant and acid resistant garments are available from Company upon request.Customer warrants that none of the
employees for whom garments are supplied pursuant to this Agreement require flame retardant or acid resistant clothing.
Logo Mats:In the event that Customer decides to delete any mat bearing the Customer's logo(Logo Mat)from the rental program,changes the design of the Logo Mats,
terminates this agreement for any reason or fails to renew this Agreement,the Customer will purchase at the time of deletion,design change or termination,all remaining
Logo mats that the Company has in service and out of service held in inventory at the then current Loss/Damage Replacement Value.
Adding Employees:Additional employees and Merchandise may be added to this Agreement at any time upon written or oral request by the Customer to the Company.Any
such additional employees or Merchandise shall automatically become a part of and subject to the terms of this Agreement.If such employees are employed at a Customer
location that is then participating under this Agreement,the Customer shall pay Company the one time preparation fee indicated on the FAC111 CINTAS Price File.Customer
shall not pay Company any one time preparation fee for garments for employees included in the initial installation of a Customer location.There will be a one-time charge for
name and/or company emblems when employees are added to the program in garments requiring emblems.
Emblem Guarantee:Customer has requested that Company supply emblems designed exclusively for Customer featuring Customer's logo or other specific identification
(hereinafter"Customer Emblems").Company will maintain a sufficient quantity of Customer Emblems in inventory to provide for Customer's needs and maintain a low cost per
emblem through quantity purchases.
In the event Customer decides to discontinue the use of Customer Emblems,changes the design of the Customer Emblems,terminates this Agreement for any reason or fails
to renew this Agreement,the Customer will purchase at the time of deletion,design change,termination or expiration,all remaining Customer Emblems that the Company
allocated to Customer at the price indicated on the FAC111 CINTAS Price File of this Agreement.In no event shall the number of Customer Emblems allocated to Customer
exceed the greater of(a)twelve(12)months'volume for each unique Customer Emblem or(b)a quantity agreed to by Company and Customer and noted on the FAC111
CINTAS Price File.
Terminating Employees:Subject to the provisions of this Agreement,the weekly rental charge attributable to any individual leaving the employ of the Customer,or on a
temporary leave of absence of three(3)weeks or more,shall be terminated upon oral or written notice by the Customer to the Company but only after all garments issued to
that individual,or value of same at the then current Loss/Damage Replacement Values,are returned to Company
Replacement:In the event any Merchandise is lost,stolen or is not retumed to Company,or is destroyed or damaged by fire,welding damage,acid,paint,ink,chemicals,
neglect or otherwise,the Customer agrees to pay for said Merchandise at the then current Loss/Damage Replacement Values.
Additional Items:Additional customer employees,products and services may be added to this agreement and shall automatically become a part of and subject to the terms
hereof and all of its provisions.If this agreement is terminated early for convenience,the parties agree that the damages sustained by Company will be substantial and difficult
to ascertain.Therefore,if this agreement is terminated by Customer prior to the applicable expiration date for any reason other than documented quality of service reasons
which are not cured,or terminated by Company for non-payment by Customer at any time Customer will pay to Company,as liquidated damages and not as a penalty based
upon the schedule in Section B of the General Terms on page 1 of this form.
Under no circumstances will the Company accept textiles bearing free liquid.Shop towels may not be used to clean up oil or solvent spills.
Form last updated 513012019 4
COMMONWEALTH OF MASSACHUSETTS
FAC111 ELIGIBLE ENTITIES CINTAS CUSTOMER ENGAGEMENT FORM
Cleanroom: Customer will bear the full responsibility for selecting cleanroom apparel appropriate to its application.Customer hereby releases Company from any and all liability
that results or might result from the failure of the cleanroom garment to function as intended and further agrees to defend,indemnify and hold harmless Company from any claims
and damages arising from or related to this agreement.In no event shall either party be liable for expenses of any kind or nature relating to this Agreement or the services
provided hereunder,including,but not limited to,speculative damages,consequential damages,incidental damages,punitive damages,damages for loss of use,revenues or
profits.
Limitation of Liability:Customer acknowledges that Cintas's service fees/purchase prices are based on the value of services or goods provided and the limited liability provided
under this Agreement and not on the value of the Customers premises or its contents,or the likelihood or potential extent or severity of injury(including death)to Customer or
others.Customer further acknowledges and agrees that Cintas cannot predict the potential amount,extent,or severity of any damages or injuries that Customer or others may
incur due to the failure of the goods or services to work as intended.IF CINTAS OR ITS REPRESENTATIVES ARE HELD LIABLE FOR ANY REASON FOR ANY LOSS,INJURY,
OR DAMAGES OF ANY KIND THAT ARISES OUT OF,RESULTS FROM,OR IS RELATED TO THIS AGREEMENT(INCLUDING,WITHOUT LIMITATION,LOSSES,INJURIES
OR DAMAGES RESULTING FROM CINTAS'S SOLE OR PARTIAL NEGLIGENCE,WHETHER ACTIVE OR PASSIVE),CUSTOMER AGREES AND WARRANTS THAT
CINTAS'S AND ITS REPRESENTATIVE'S COLLECTIVE LIABILITY TO CUSTOMER,ITS AGENTS,OFFICERS,DIRECTORS,EMPLOYEES,INVITEES,AND ANY THIRD
PARTY SHALL BE LIMITED EXCLUSIVELY TO$1,000.If Customer wishes to increase the limitation of liability,Cintas and Customer may negotiate a supplemental written
agreement to increase the limit of Cintas's liability,but no such agreed upon increase to the limit of Cintas's liability shall be interpreted to find Cintas or its subcontractors or
representatives to be insurers.CUSTOMER AGREES THAT THE LIMITS ON THE LIABILITY OF CINTAS AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS
AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN CINTAS,CUSTOMER,AND ANY OTHER AFFECTED PARTIES.CUSTOMER
ACKNOWLEDGES AND AGREES THAT WERE CINTAS TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE,IT WOULD NOT PROVIDE THE GOODS OR
SERVICES.Neither party shall be liable to the other or any other person for any incidental,punitive,speculative,or consequential damages of any type,including,but not limited
to,loss of profits or business opportunity.
No Federal Contractor.As a material condition of this Agreement,Customer represents and warrants that:(a)this Agreement is not federally funded;(b)this Agreement does not
constitute,and is not entered into to support a federal government contract,subcontract or third party contract;(c)Cintas does not hereby become a subrecipient,subgrantee,
project participant,or third party contractor or subcontractor in relation to any contract with the federal government;and(d)by entering this Agreement,Cintas does not become
obligated to comply with federal regulations or federal laws(including specifically the Service Contact Act),whether by virtue of such obligation flowing down from a contract
between Customer and any third party,by virtue of federal funding being used in relation to this project,or otherwise.In the event that any of the foregoing is or becomes untrue,
Cintas shall have the option to unilaterally terminate this Agreement.
Not Our Garment Processing.For any garments owned by Customer("NOG")that Customer requests Company to launder,Customer agrees that all garments will remain the
property of the Customer.It is understood that the garments will be cleaned by Company.Any garments that require replacement due to normal wear will be replaced by the
Customer.Customer releases Company from any liability caused by the use of the garments and hereby agrees to indemnify and hold Company harmless from any claims arising
out of or associated with the use of the product,including any claims allegedly arising from defects.
Mat Replacement: Customer is ultimately responsible for choosing the type and placement of any floor mats provided by Company and ensuring floor safety conditions at its
locations. If a mat needs to be replaced for any reason prior to its next scheduled service,Customer should remove it and contact Company to request replacement.
Form last updated 513012019 5
ADDENDUM A
Addendum to FAClll Eligible Entities Cintas Customer Engagement Form (an attachment of the Participating Addendum) between
Cintas Corporation and the Town of North Andover dated 9/19/24. If there is any conflict between the terms of this addendum and
the terms of the Customer Engagement Form,the terms of this addendum shall control and prevail.
Delete section Limitation of Liability from FAClll Eligible Entities Cintas Customer Engagement Form. Limitation of Liability and
Indemnification will be in accordance with Master Contract FAClll,and the following will apply and take precedence over any
conflicting terms in the Customer Engagement Form or this addendum.
4. Commonwealth Modifications or Additions to Master Price
Agreement
The following documents are incorporated into the resulting Contract as though fully set
forth herein. In the event of a conflict in such terms,or between the terms and any
applicable statute or rule, the inconsistency shall be resolved by giving precedence in
the following order:
• The Commonwealth of Massachusetts Terms and Conditions(Attachment A);
• The Commonwealth of Massachusetts Standard Contract Form(Attachment B);
• This Participating Addendum and its attachments;
• The executed Master Price Agreement(PWCS R-BB-19002);
• The Purchase Order,
• The Quote
CINTAS CUSTOMER
Location 16 Town of North Andover DPW
Cintas Location# Customer Entity Name
Chelmsford,MA North Andover,MA
City,State City,State
Signature: Signature:
Name: Jeff Sumwalt Name: John L vin
Date: 9/23/24 Date: "-\ -I y
Title: Public Sector Major Account Manager Title: Operations Superintendent
Signature:I'll
Name: Melissa Murphy-Rodrigues
Date:
Title: Town Manager
Signature: 9
Name: Christine O'Connor
Date:_ 1 - 2.'
Title: Town Cou sel
Signature: -
Name: Kyle am
Date:
Title: Town Accountant