HomeMy WebLinkAboutCintas Corporation No. 2; 2017-03-24; GS1506AGREEMENT FOR FACILITY CUSTODIAL SUPPLIES AND SERVICES
CINTAS CORPORATION NO.2
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'" YV1 THIS AGREEMENT is made and entered into as of the c2J-..f 'f11 day of "'-=1-1-l~ " , 2017, by and between the CITY OF CARLSBAD, a municipal
corporation, ( C1ty ), and CINTAS CORPORATION NO.2, a Nevada corporation, ("Contractor'').
RECITALS
A. City requires the professional services of a company that provides professional
custodial supplies and services for environmentally safe alternatives to facility cleaning
operations.
B. Contractor has the necessary experience in providing custodial services, supplies
and training as it applies to facility services. Contractor can provide biodegradable cleaning
solutions, reusable towel programs and cleaning equipment that will assist facility staff with
decreasing solid and liquid wastes generated during facility cleaning operations.
C. Contractor has the necessary experience in providing these professional services,
has submitted a proposal to City and has affirmed its willingness and ability to perform such
services.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Exhibit "A", attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
The term of this Agreement will be effective for a period of three (3) years from the date first above
written. The City Manager may amend the Agreement to extend it for one (1) year periods or parts
thereof. Annual continuation and extensions will be based upon a satisfactory review of
Contractor's performance, City needs, and appropriation of funds by the City Council. The parties
will prepare a written amendment indicating the effective date and length of the extended
Agreement.
3. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
twenty one thousand six hundred ten dollars sixty five cents ($21 ,610.65) No other compensation
for the Services will be allowed except for items covered by subsequent amendments to this
Agreement. If the City elects to extend the Agreement, the amount shall not exceed ten thousand
dollars ($10,000.00) per Agreement year. The City reserves the right to withhold a ten percent
(10%) retention until City has accepted the work and/or Services specified in Exhibit "A".
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4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of
insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1 ,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be named
as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
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10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this
Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of City.
13. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will
be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
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14. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CINTAS CORPORATION NO.2, a
Nevada Corporatio
By:
ffi\~Ue\ \t\c.-\<0-~~ -..J.~.
(print name/title)
By: //~~ >b/zo17 ~ (sign here)
;:;?.-J 'f?r(/,~c.!A~~ / .5-ci"/I.Pr U<"~ .. +·vf.
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
JtVo"'fJ!i Public Works
flOI:Ima by the City Manager
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A.
Chairman,
President, or
Vice-President
Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
By: g/q,_~
Deputy City Attorney
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CINTAS CORPORATION NO. 2
ASSIST ANT SECRETARY'S CERTIFICATE
I. Christopher J. Skufca, hereby certify that I am the duly elected, qualified and acting
Assistant Secretary of Cintas Corporation No. 2. a corporation duly organized and existing
pursuant to the laws of the State of Nevada (the "Company"), and hereby certify as follows:
Attached hereto as Exhibit A is a true, complete and correct copy of the resolutions of the
Board of Directors of the Company, duly adopted by unanimous written consent of the Board of
Directors dated as of March 28, 2015. The foregoing resolutions have not been amended,
modified. revoked or rescinded, and are in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of the 28th day of
March. 2015.
CINTAS CORPORATION NO.2
By:C~
Christop er J. Skufca, Assistant Secretary
LXIIIIJIT t\
ACTION TAKEN IN A WRITIN< i BY AI .I.< lF Till·.
MEMBERS OF Tllh BOAIU > 01: lliRF< 'I'OI~S 01:
C!NTA:> CORPORATiON NO. ~
The undersigned, hdng nil of till' Directors of ( 'intm. < 'orponllion No . .!, n Nt•vudu
corpomtion (the "Company"), do hcn•hy t't•rtify that tlw ll1llowing is a tlllt' nmlrotn·ct l'l'l'ord ol
all act ions taken in writing hy said Dit'l'l'tors of tlw < 'ompuny. in I it•u of a Srwdal Mt•c•t ing ol 1 ht•
Board of Directors. us of the 2S111 day of Mnrrh, 20 1.5.
RESOLVED: Thut tht• Company shall haw authority to suhmit
the hid ht~twct•n the.· <'ompnny and tht~ City of Cnrlshud. < 'alihm1i11
(the "Bid") upon the tc.·rms nnd t'onditions thl'l't~of nnd 11s tht• samc.·
may he amended fromtimt.• to tinw Hmlt·ompktt• and t'onsunltlllltl'
the tnmsat•tions t:ontcmplatcd tht.•rt•hy; nnd that the al'lions of nny
and all t•mployc.!t's or oflkt·rs of till' < 'ompnny. inl'luding hut uot
limited to. the m:tions of Pnul DiVinn·nw in m•gotinting.
cxct·uting and l'mTying out tlw provisions of thc.· Bid nn· ht:rchy
appmwd. rut ificd nnd ,,:onfimwd;
BE IT FURTHER RESOLVED: That Pnull>iViiK'l'lll'll or uny of
the officers of the Company shnll ht~ und hl'rehy urr authmi:t.~.•d uml
dircc..·tcd to perform ami shu II sut isfy allt~.·rms and l'Oildit ions of' the
Bid and the transuc.·tiuns l'Ontc.•mplatcd tht·r~.·hy and shall ~.~xct·utc
and deliver on hchalf ut' tht• Company uny and all dol'Uilll'nls
ncccssnry or dcsiruhlc to t'urry out the Bid. induding without
limitation, th<.~ Bid, nny nmt•ndmt·nts to thc.• Bid. und otht~r
agreements, dOl'llmcnts, uiTiduvits, honds. sur<.~tics and c..:t•rt il'kntt•s
ncccssnry to ciTcl~luntc tht~ trnnsnc..~l ions contt~mphttt•d hy tht• Bid, in
such forms ns Pnul DiVinct'll:t.U or IlK' offkcr cxt.•t·uting the snmt•
may uppruvc. whos<.~ execution shull l'innlly und nmdusivcly
evidence such nppmvul uf the Compuny.
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EXHIBIT "A"
SCOPE OF SERVICES & COST ANALYSIS
1. Contractor is a member of U.S. Communities, a government purchasing alliance. The U.S.
Communities' fee schedule will be used in pricing custodial supplies and services for the Carlsbad
Safety Training Center located at 5750 Orion Street, Carlsbad California, 92010.
2. Contractor will provide weekly delivery, restocking and servicing of facility custodial supplies.
Contractor will confirm scheduling of routine deliveries and services with the City project manager.
Business hours excluding City recognized holidays are Monday through Friday from 8 a.m. to 5
p.m.
INVENTORY PER WEEKLY MONTHLY ANNUAL
CLEANING/DUST CONTROL TOTAL UNIT TOTAL TOTAL BUDGET
Micro fiber towels so $0.1S3 $7.6S $33.1S $397.80
Shop towels so $0.110 $S.SO $23.83 $286.00
24 inch dust mop 10 $0.81S $8.1S $3S.32 $423.80
Micro fiber tube mop 10 $2.293 $22.93 $99.36 $1,192.36
Wet Mop 10 $1.8S7 $18.S7 $80.47 $96S.64
Air fresheners 7 $3.420 $23.94 $103.74 $1,244.88
FCl -Heavy Duty Cleaner 1 $1.28 $1.28 $S.S6 $66.77
SZl-Hard Surface Sanitizer 2 $3.07 $6.14 $26.62 $319.49
RRl-Heavy Duty Restroom Disinfectant 4 $2.80 $11.19 $48.48 $S81.78
Gll-Glass and Multi-Surface Cleaner 1 $1.83 $1.83 $7.9S $9S.37
FC4-Neutral Floor Cleaner 4 $0.73 $2.94 $12.72 $1S2.67
Logo Mat 3 x S 1 $2.364 $2.36 $10.24 $122.93
Logo Mat 4 x 6 1 $6.809 $6.81 $29.S1 $3S4.07
Additional Funding for Contingency* (As Approved by City Project Manager) $1,000.00
Totals $86.74 $381.44 $7,203.55
1. Miscellaneous Items included with service.
2. Free professional installation of dispensers.
3. Weekly inspections on dispensers to ensure proper function.
4. Repairs and replacements done by Cintas on damaged dispensers.
S. Weekly recording and monitoring of chemical usage.
6. Employees training (upon request), SDS sheets, posted instructions, and labelling of all chemical spray bottles.
7. Contingency funding for special events or City emergencies where additional custodial supply stock or services may
be required.*
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