HomeMy WebLinkAboutAgreement A-22-062 with Cintas Corporation No. 3.pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of , 2022,
by and between the COUNTY OF FRESNO, a political subdivision of the state of California ("COUNTY"),
and Cintas Corporation No. 3, a Nevada corporation, 2920 S East Ave Fresno, CA 93725
("CONTRACTOR").
W I T N E S S E T H:
WHEREAS, COUNTY has a need for a qualified vendor to provide rental, laundering, and delivery
of uniforms and miscellaneous dust materials, as set forth in Omnia Partners Contract No. R-BB-19002,
which was competitively bid and awarded to CONTRACTOR; and
WHEREAS, CONTRACTOR is qualified and willing to perform such services to COUNTY according
to the pricing contained in the CONTRACTOR’s Contract No. R -BB -19002.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
A.CONTRACTOR shall provide all labor, materials, equipment, supplies, taxes,
insurance, and warranties to perform services according to the rates contained in Attachment A, which
is attached and incorporated by this reference. CONTRACTOR shall supply, service and maintain work
garments, mats and miscellaneous dust materials for COUNTY. Garment ownership to remain with
CONTRACTOR. CONTRACTOR shall pick up garments, launder, repair, and deliver after servicing to
various COUNTY locations on a weekly basis for approximately 425 employees. Pick-up and delivery
shall be to approximately one hundred (100) County locations.
2.OBLIGATIONS OF COUNTY
A.CONTRACTOR shall work with COUNTY to continuously update and maintain a
detailed list of the quantity and type of uniforms needed for each COUNTY employee, organized by
department and delivery locations. COUNTY and CONTRACTOR agree that such detailed list is subject
to change based upon the needs of the COUNTY.
22nd February
Agreement No. 22-062
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B.CONTRACTOR and COUNTY shall together compile a master list of COUNTY
departments being serviced under this Agreement. COUNTY shall provide a list of contact information
for each delivery location.
C.COUNTY shall provide all information reasonably necessary for CONTRACTOR
to property complete service requests.
3.TERM
The term of this Agreement shall be for a period of three (3) years, commencing on March 7, 2022,
through and including March 6, 2025. This Agreement may be extended for two (2) additional consecutive
twelve (12) month periods upon written approval of both parties no later than thirty (30) days prior to the first
day of the next twelve (12) month extension period. The Director of Internal Services/Chief Information
Officer (ISD Director/CIO) or their designee is authorized to execute such written approval on behalf of the
COUNTY based on CONTRACTOR’s satisfactory performance.
4.TERMINATION
A.Non-Allocation of Funds – The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time without penalty by giving the CONTRACTOR thirty (30) days advance written
notice.
B.Breach of Contract – The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
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funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C.Without Cause – Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY by giving thirty (30) days advance written notice of an intention
to terminate to CONTRACTOR.
5.COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation as
pursuant to the rates set forth in Attachment B for the initial three (3) years of this Agreement.
CONTRACTOR may request a maximum 2% increase in the listed rates for each of the renewal
periods, however, any proposed rate increase must be submitted to the COUNTY in writing at least
ninety (90) days prior to the then current Agreement term expiration date, and shall be subject to
approval by COUNTY’s Director of Internal Services/Chief Information Officer or their designee.
Maximum compensation under the terms of this Agreement shall not exceed two million five hundred
thousand dollars ($2,500,000) during the potential five (5) year term of this Agreement.
CONTRACTOR and COUNTY shall together maintain a master list of COUNTY departments
serviced under this Agreement. CONTRACTOR shall submit monthly invoices to each user department in
arrears following the final date of service in each calendar month. Each invoice shall reference this
Agreement number, the user department, and any necessary information. COUNTY shall pay
CONTRACTOR within forty-five (45) days of receipt of an approved invoice.
6.INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
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CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
7.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent of all the
parties without, in any way, affecting the remainder.
8.NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under
this Agreement without the prior written consent of the other party.
9.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the
COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney’s
fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under this
Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured
or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or
employees under this Agreement.
The provisions of this Section 9 shall survive termination of this Agreement.
10.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
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parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
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CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Internal Services Department, Attention:
Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way, Clovis, CA 93612, stating that
such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers,
agents and employees will not be responsible for any premiums on the policies; that for such worker’s
compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its officers,
agents, and employees any amounts paid under the insurance policy and that waiver does not invalidate
the insurance policy; that such Commercial General Liability insurance names the County of Fresno, its
officers, agents and employees, individually and collectively, as additional insured, but only insofar as the
operations under this Agreement are concerned; that such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR's
policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30)
days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may
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deem necessary, make available to the COUNTY for examination all of its records and data with respect to
the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit
the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S
compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
12.NOTICES
The persons and their addresses having authority to give and receive notices under this Agreement
include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Cintas Corporation No. 3 Director of Internal Services/CIO 3604 W. Gettysburg 333 W. Pontiac Way Fresno, CA 93722 Clovis, CA 93612
isdcontracts@fresnocountyca.gov
All notices between the COUNTY and the CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
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beginning with section 810).
13.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
14.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Attachment B, and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
15.ELECTRONIC SIGNATURE
The parties agree that this Agreement may be executed by electronic signature as provided in this
section. An “electronic signature” means any symbol or process intended by an individual signing this
Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example
by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this
Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this
Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial
proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person.
The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the
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Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other
party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the
transactions under it by electronic means and either party may sign this Agreement with an original
handwritten signature.
16.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY with
respect to the subject matter hereof, and supersedes all previous Agreement negotiations, proposals,
commitments, writings, advertisements, publications, and understanding of any nature whatsoever, unless
expressly included in this Agreement.
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written .
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CONTRACTOR
C ;,......f car C&✓Jd otl', ./-:; e..,,
Name
Au~
FOR ACCOUNTING USE ONLY:
Fund : VARIOUS
Subclass : VARIOUS
ORG: VARIOUS
Account: VARIOUS
CO[T!f:. FRESNO
Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seide l
Clerk of the Board of Supervisors
County of Fresno, State of California
By : _ ___.~:;,__::..::..., ______ _
Deputy
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SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Attachment A 1
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5)Authorized Signature
Signature: Date:
Attachment A 2
Item #Item Description Rental Unit Cost
935 Comfort Shirt $0.18
205 Women's Comfort Shirt $0.19
330 Cotton Shirts $0.25
374 Men's Executive Shirt $0.26
66528 Women's Exectuive Shirt $0.23
273 WOW Shirt $0.28
66273 Women's WOW Shirt $0.28
259 Pro Knit Polo $0.27
275 Performance Polo $0.38
66275 Women's Performance Polo $0.38
65418 ANSI 3 Work Shirt $0.52
970 Hip Length Jacket $0.95
65386 Lime Yellow Class 2 Work Shirt $0.46
Item #Item Description Rental Unit Cost
945 Men's Comfort Pants $0.21
388/389 Women's Cargo Pants $0.33
390/395 Women's Comfort Pants $0.28
340 Cotton Pants $0.34
865 Pleated Pants $0.28
270 Cargo Pants $0.33
370 Cargo Shorts $0.33
394 Cintas Jeans $0.30
381 Carhartt 5 Pocket jeans $0.47
382 Carhartt Carpenter Jeans $0.52
912 Cotton Coveralls $0.42
910 Poly/Cotton Coveralls $0.31
59929 Shop Coat $0.29
525/55925 Lab Coat $0.24
82517 Barrier Coat $0.24
60975 Scrub Top $0.18
60976 Scrub Bottom $0.21
2 Uniform Advantage $0.07
Item #Item Description Rental Unit Cost
2160/2120 Shop Towel $0.06
Garment Tops
Garment Bottoms
Facility Services Weekly Services
County of Fresno Product Pricing
Attachment B
Item #Item Description Rental Unit Cost
Facility Services Weekly Services
2164/2174 Ink Towel $0.11
7540 Gray Microfiber Towel $0.15
7717 WhiteMicrofiber Towel $0.17
2720 Bath Towel $0.35
2700 WhiteTerry Towel $0.13
2701 Terry Towel #2 $0.13
2702 Blue Terry Towel $0.13
2921 Glass Towel $0.17
6680 Urinal Mat $1.80
6116 MM Air Freshener Service $2.93
6123 MM Air Freshener Refill $0.00
9480 Heavy Duty Wiper Roll $37.00
9680 All Purpose Wiper Roll $35.00
9314 1000mL. HD Hand Scrub $2.37
9541 1000 mL. Cherry HD Hand Scrub $3.35
7993 4000mL. HD Hand Scrub $10.45
9543 4000mL. Cherry HD Hand Scrub $11.43
1802 3X5 Antifatigue Mat $1.48
1810 3X5 Duralite Mat $2.37
2477 3X5 Scraper Mat $2.18
2478 4X6 Scraper Mat $2.70
5477 3X5 Photo Safety Mat $3.71
10184 3X5 Active Scraper Mat $2.50
10186 4X6 Active Scraper Mat $3.50
84302 3X5 Safety Mat $3.71
843XX 3X5 Carpet Mat $2.04
844XX 4X6 Carpet Mat $2.52
840XX 3X10 Carpet Mat $3.00
10XXX 3x5 xtraction Mat $3.98
10XXX 4x6 xtraction Mat $4.76
102XXX 3x10 xtraction Mat $6.03
10196 3X5 Traffic Mat $4.48
10197 4X6 Traffic Mat $5.26
10198 3X10 Traffic Mat $6.53
8020 Microfiber Wet Mop (Handle is Free)$2.33
2650 Wet Mop (Handle is free)$1.41
2570 24" Dust Mop (Handle/Frame is free)$0.82
2590 36" Dust Mop (Handle/Frame is free)$0.91
2604 48" Dust Mop (Handle/Frame is free)$1.27
2610 60" Dust Mop (Handle/Frame is free)$1.48
7000 20" Microfiber Mop Head- Blue $0.58
8118 Microfiber Highduster $0.00
6002 Rolling Rack $0.00
Attachment B
Item #Item Description Rental Unit Cost
Facility Services Weekly Services
Item #Item Description Unit Cost
310XX Safety Director Elite Vinyl Gloves- Large $41.00
Direct Sale (Catalog) Items
Attachment B