HomeMy WebLinkAbout2022-209AADDENDUM TO A CUSTOMER SERVICE AGREEMENT (THE "BASE FORM") BY AND BETWEEN UNIFIRST
CORPORATION, A MASSACHUSETTS CORPORATION, ("UniFirst") AND INDIAN RIVER COUNTY, A
POLITICAL SUBDIVISION OF THE STATE OF FLORIDA (THE "Customer")
This ADDENDUM is effective as of the 4th Day of October, 2022, and is made part of the Customer
Service Agreement (the Base Form and this Addendum are collectively referred to as the "Agreement')
to which it is attached.
ADDITIONAL AGREEMENT TERMS AND CONDITIONS
General. Customer is a member of the Sourcewell Cooperative Purchasing organization ("Sourcewell").
Customer enters into this Agreement to obtain the services described in Sourcewell's Request for Proposal
#040920, to include all attachments, addenda and UniFirst's response thereto (collectively, the "RFP"),
and the Agreement which are, collectively, by this reference made a part of this Agreement.
The additional Agreement terms and conditions stated in this Addendum are added pursuant to Section
6.A of the RFP.
The second sentence of Requirements Supplied shall be stricken and replaced as follows: Additional
Merchandise requested by Customer, in writing, or requested verbally and confirmed in writing, will also
be covered by this Agreement.
The following sentence shall be added to the end of Requirements Supplied: The Customer may order,
rent, lease, purchase, obtain, or otherwise acquire Merchandise from any other source or supplier.
The first sentence, second paragraph under Performance Guarantee shall be stricken and replaced to
read: During the Initial term or any renewal term of the Agreement, Customer's right to terminate the
Agreement for UniFirst's deficient service and/or quality of merchandise shall be conditioned upon the
following: (1) complaints are first made in writing to UniFirst which set forth the precise nature of any
deficiencies; (2) UniFirst is afforded at least 60 days to correct any deficiencies complained of; and
(3) UniFirst fails to correct those deficiencies complained of within 60 days.
The second of Prices and Payments shall be stricken and replaced as follows: All payments shall be made
to UniFirst by the Customer in accordance with the Local Government Prompt Payment Act, Section
218.70, Florida Statutes, et seq.
The last sentence of the first Merchandise paragraph is deleted in its entirety ("Customer agrees to
indemnify...").
Obligations and Remedies shall be stricken and replaced as follows: Governing Law; Venue and Attorney's
Fees. This Agreement, including all attachments hereto, shall be construed according to the laws of the
State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising
out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in
the United States District Court for the Southern District of Florida. If any legal action or other proceeding
Page 1 of 4
is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or
misrepresentation in connection with any provisions of this Agreement, each party shall bear its own
costs.
The first and second sentence in Miscellaneous shall be stricken and replaced with the following: Where
conflict exists between the Base Form and the terms and conditions of the RFP, the RFP shall prevail.
The third sentence of Miscellaneous shall be stricken and replaced as follows: UniFirst may not assign this
Agreement without the prior written consent of Customer.
Additional Terms and Conditions. The following additional terms and conditions are made part of the
Agreement:
Availability of Funds: The obligations of the Customer under this Agreement are subject to the
availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of
Indian River County.
Indemnity: UnlFirst shall indemnify and hold harmless the Customer, and its officers and employees,
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to
the extent resulting from the negligence, recklessness, or intentionally wrongful conduct of UniFirst and
other persons employed or utilized by the UniFirst in the performance of this Agreement.
Independent Contractor: It is specifically understood and acknowledged by the parties hereto that the
UniFirst and its employees are in 1. no way to I.be considered employees of the Customer, but are
independent contractors performing solely under the terms of the Agreement and not otherwise.
Public Records: Customer is a public agency subject to Chapter 119, Florida Statutes. UniFirst shall
comply with Florida's Public Records Law. Specifically, the UniFirst shall:
(1) Keep and maintain public records required by the Customer to perform the service.
(2) Upon request from the Customer's Custodian of Public Records, provide the Customer with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if UniFirst does not transfer the
records to the Customer.
(4) Upon completion of the contract, transfer, at no cost, to the Customer all public records
in possession of UniFirst or keep and maintain public records required by the Customer to perform
the service. If UniFirst transfers all public records to the Customer upon completion of the
contract, UniFirst shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If UniFirst keeps and maintains public
records upon completion of the contract, UniFirst shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the Customer, upon
request from the Custodian of Public Records,
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B. IF UNIFIRST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO UNIFIRST'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT:
(772) 226-1424
Publicrecords@ircgov.com
Indian River County Office of the County Attorney
1801271h Street
Vero Beach, FL 32960
C. Failure of UniFirst to comply with these requirements shall be a material breach of this Agreement
TERMINATION IN REGARDS TO F.S. 287.135: UNIFIRST certifies that it and those related entities of
UNIFIRST as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created
pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if
this Agreement Is for goods or services of one million dollars or more, UNIFIRST certifies that it and
those related entities of UNIFIRST as defined by Florida law are not on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business
operations.in Cuba or Syria.
CUSTOMER may terminate this Contract if UNIFIRST is found to have submitted a false certification as
provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida
Statutes. CUSTOMER may terminate this Contract if UNIFIRST, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found
to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of
Israel as set forth in section 215.4725, Florida Statutes.
E -Verify. UniFirst is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verlfV.gov) to confirm the employment eligibility of all newly hired employees for the duration
of this agreement, as required by Section 448.095, F.S. UniFirst is also responsible for obtaining proof of
E -Verify registration and utilization for all subcontractors.
Page 3 of 4
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the Effective Date.
Customer:
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eter O'Bryan,
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Jason E.
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UniFlrst:
UniFirst Corporation
Title: Regional Vice President
Countyministrator Printed Name: Gerard DiRuggiero
APPROVED AS TO FORM AN FFICIENCY:
By:
Dylan Reingold, County Attorney
(CORPORATE SEAL)
Attest:
(Attach evidence of authority to sign)
Jeffrey R. ith, Clerk of Court and Comptroller
Attest:
beputy Clerk
(SEAL)
Designated Representative:
Designated R F
Name: Jennifer Hyde
Name:
Title: Purchasing Manager
Title:
1800 271' Street
Address:
Vero Beach, FL 329604
tom,
(772) 226-1575
Phone: •?
jhyde@ircgov.com
Email: /.Ja
Page 4 of 4
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PAGE 1 OF 2
NEW ACCOUNT ❑ EXISTING ACCOUNT
INSTALLATION DATE
CUSTOMER SERVICE AGREEMENT
MM/L'L'; "YYy
COMPANY NAME (Customer) Indian River County LOC. NO. 913
ADDRESS 1801 27th Street 2
... ... ROUTE N0..-
Vero Beach, FL 32960 DATE .._10/27!2022 ..............................
PHONE (772) 226-1575 SIC/NAICS
The undersigned (the "CUSTOMER") orders from UniFirst Corporation and/or UniFirst Holdings, Inc. d.b.a. UniFirst and/or UniFirst Canada LTD.
("UNIFIRST") the rental service(s) at the prices and upon the conditions outlined:
ITEM DESCRIPTION
LOST..'
DAMAGED
REPLACEMENT
CHARGE
NO. OF
SERVICE PERSONS/
FREQUENCY ISSUE PER
PERSON
TOTAL NO. OF
CHANGES/
PIECES
PRICE PER
CHANGE/
PIECE
STANDARD/
NOW �
STANDARD
TOTAL FULL
SERVICE
TOTAL
VAL-U-LEASE2
All pricesPer Sourcewell Contract #040920
Minirnum weekly charge
•
Garment preparation per piece Per Contract
applies, equal to 75% of the initial weekly install value.
OTHER CHARGES At
Non -stock sizes per piece n/a
Name emblem per piece
Per Contract
Special cuts per piece n/a
Company emblem per piece
Per Contract
Restock/Exchange per piece n/a
Direct Embroidery: Wearer name per piece
Company name per piece
Automatic Wiper Replacement Per Contract
Per Contract
Automatic Linen Replacement
DEFE (See description on reverse side) $2
PAYMENT TERMS: C.O.D. 0 E.F.T. ❑ Approved Charge' ❑
PAGE 2OF2
CUSTOMER SERVICE AGREEMENTTERMS
REQUIREMENTS SUPPLIED. Customer orders from UniFirst Corp. (UniFirst'I the rental garments and/or other items of the type specked in this Agreement (Merchandise')
and related pickup/delivery and maintenance services (collectively with Merchandise, "Services") for all of Customer's requirements therefor, at the prices and upon the terms
and conditions set forth herein. Additional Services requested by Customer, verbally or in writing, will also be covered by this Agreement. All rental Merchandise supplied to
Customer remains the property of UniFirst. Customer warrants that it is not subject to, and that this Agreement does not interfere or conflict with, any existing agreement for the
supply of the Merchandise or Services covered.
PERFORMANCE GUARANTEE. UNIFIRST GUARANTEES TO DELIVER HIGH-QUALITY SERVICE ATALL TIMES. All items of Merchandise cleaned, finished, inspected,
repaired and delivered by UniFirst will meet or exceed industry standards, or non -conforming items will be replaced by the next scheduled delivery day at no cost to Customer.
Items of rental Merchandise requiring replacement due to normal wear and tear will be replaced at no cost to Customer, save for any applicable personalization and setup charges.
Customer expressly waives the right to terminate this Agreement during the initial term or any extension thereof for deficiencies in the quality of Services unless: (1) complaints
are first made in writing to UniFirst which set forth the precise nature of any deficiencies; (2) UniFirst is afforded at least 60 days to correct any deficiencies complained of; and
(3) UniFirst fails to correct those deficiencies complained of within 60 days. In the event Customer complies with the foregoing and UniFirst fails to correct such deficiencies,
Customer may terminate this Agreement by written notice to UniFirst, providing that all previous balances due to UniFirst have been paid in full and that all other conditions
to terminate have been satisfied. Any delay or interruption of the Services provided for in this Agreement by reason of acts of God, fires, explosions, strikes or other industrial
disturbances, or any other cause not within the control of UniFirst, shall not be deemed a breach or violation of this Agreement.
TERM AN D RENEWAL. This Agreement is effective when signed by both the Customer and UniFirst Location Manager and continues in effect for 60 months after installation
of Merchandise (for new customers) or any renewal date. This Agreement will be renewed automatically and continuously for multiple successive 60 -month periods unless
Customer or UniFirst gives written notice of non -renewal to the other at least 90 days prior to the next expiration date.
PRICES AND PAYMENTS. Prices are based on 52 weeks of service per year. Any increase(s) to Service Frequency could result in additional charges. On an annual basis,
the prices then in effect will be increased by the greater of the annual percent increase in the Consumer Price Index -AII Urban Consumers, Series 10: CUUROOOOSAG, other
goods and services, or by 5%. Additional price increases and other charges may be imposed by separate written notice or by notation on Customer's invoice. Customer may,
however, decline such additional increases or charges by notifying UniFirst in writing within 10 days after receipt of such notice or notation. If Customer declines said additional
price increases, UniFirst may terminate this Agreement. Customer also agrees to pay the other charges and minimum weekly charge herein specified. Charges relating to a
wearer leaving Customer's employ can be terminated by (1) giving notice thereof to UniFirst and (2) returning or paying for any missing Merchandise issued to that individual.
Any Merchandise payments required pursuant to this Agreement will be at the replacement price(s) then in effect hereunder. If an authorized Customer representative is not
available to receive and acknowledge delivery of Merchandise, Customer authorizes UniFirst to make delivery and assumes responsibility for related charges/invoices.
If Customer fails to make timely payment, UniFirst may, at any time and in its sole discretion, terminate this Agreement by giving written notice to Customer, whether or not
UniFirst has previously strictly enforced Customer's obligation to make timely payments. Customer agrees to pay, and will pay, all applicable sales, use, personal property and
other taxes and assessments arising out of this Agreement.
DEFE CHARGE. Customer's invoices may also include a DEFE charge to cover all or portions of certain expenses including:
D = DELIVERY, or expenses associated with the actual delivery of Services and Merchandise to Customer's place of business, primarily Route Sales Representative
commissions, management salaries, vehicle depreciation, equipment maintenance, insurance, road use charges and local access fees.
E = ENVIRONMENTAL, or expenses (past, present and future) UniFirst absorbs related to wastewater testing, purification, effluent control, solids disposal, supplies and
equipment for pollution controls and energy conservation and overall regulatory compliance.
F = FUEL, or the gas, diesel fuel, oil and lubricant expenses associated with keeping UniFirst's fleet vehicles on the road and servicing its customers.
E = ENERGY, primarily the natural gas UniFirst uses to run boilers and gas dryers, plus other local utility charges.
MERCHANDISE. Customer acknowledges and agrees to notify all employees that Merchandise supplied is for general occupational use and, except as expressly specified
below, affords no special user protections. Customer further acknowledges that: (1) Customer has unilaterally and independently determined and selected the nature, style,
performance characteristics, number of changes and scope of all Merchandise to be used and the appropriateness of such Merchandise for Customer's speck needs or
intended uses; (2) UniFirst does not have any obligation to advise, and has not advised, Customer concerning the fitness or suitability of the Merchandise for Customer's
intended use; (3) UniFirst makes no representation, warranty or covenant regarding the performance of the Merchandise (including without limitation Flame Resistant and
Visibility Merchandise); and (4) UniFirst shall in no way be responsible or liable for any injury or harm suffered by any Customer employees while wearing or using any
Merchandise. Customer agrees to indemnify and hold harmless UniFirst and its employees and agents from and against all claims, injuries or damages to any person or property
resulting from Customer's or Customer's employee use of the Merchandise, whether or not such claims, injuries or damages arise from any alleged defects in the Merchandise.
Flame Resistant ("FR') Merchandise supplied hereunder is intended only to prevent the ignition and burning of fabric away from the point of high heat impingement and to
be self -extinguishing upon removal of the ignition source. FR items will not provide significant protection from burns in the immediate area of high heat contact due to thermal
transfer through the fabric and/or destruction of the fabric in the area of such exposure. FR items are designed for continuous wear as only a secondary level of protection.
Primary protection is still required for work activities where direct or significant exposure to heat or open flame is likely to occur.
Visibility Merchandise is intended to provide improved conspicuity of the wearer under daylight conditions and when illuminated by a light source of sufficient candlepower at night.
It is Customer's responsibility to determine the level of conspicuity needed by wearers under specific work conditions. Further, Customer agrees that Visibility Merchandise alone
does not ensure conspicuity of the wearer and that additional safety precautions may be necessary. The Visibility Merchandise supplied satisfied particular ANSI/ISEA standards
only when they were new and unused and only if so labeled. Customer acknowledges that usage and laundering of Visibility Merchandise may adversely affect its conspicuity.
1- lealthcare/FoodLRetated Customer acknowledges that: (1) UniFirst does not guarantee or warrant that the Merchandise selected by Customer or that processed garments
delivered by UniFirst will be appropriate or sufficient to provide a hygienic level adequate for individual Customer's needs; and (2) optional poly -bagging' is recommended
to reduce the risk of cross -contamination of Merchandise, and the failure to utilize such service may adversely affect the efficacy of UniFirst's hygienic cleaning process.
(` Poly -bag services incur additional charges.)
If any Merchandise supplied hereunder is Merchandise that: (1) UniFirst does not stock for whatever reason (including due to style, color, size or brand); (2) consists of
non-UniFirst manufactured or customized FR Merchandise; or (3) consists of Merchandise that has been permanently personalized (in all cases known as "Non -Standard
Merchandise"), then, upon the discontinuance of any Service hereunder at any time for any reason, including expiration, termination, or cancellation of this Agreement, with
or without cause, deletion of any Non -Standard Merchandise from Customer's Service Program, or due to employee reductions (in each case a "Discontinuance of Service"),
Customer will purchase at the time of such Discontinuance of Service all affected Non -Standard Merchandise items then in UniFirst's inventory (in-service, shelf, as well as any
manufacturer's supplies ordered for Customer's use), paying for same the replacement charges then in effect.
Customer agrees not to contaminate any Merchandise with asbestos, heavy metals, solvents, inks or other hazardous or toxic substances ("contaminants'. Customer agrees
to pay UniFirst for all Merchandise that is lost, stolen, damaged or abused beyond repair. As a condition to the termination of this Agreement, for whatever reason, Customer
will return to UniFirst all standard Merchandise in good and usable condition or pay for same at the replacement charges then in effect.
OBLIGATIONS AND REMEDIES. If Customer breaches or terminates this Agreement before the expiration date for any reason (other than for UniFirst's failure under the
performance guarantee described above), Customer will pay UniFirst, as liquidated damages and not as a penalty (the parties acknowledging that actual damages would be
difficult to calculate with reasonable certainty) an amount equal to 50 percent of the average weekly amounts invoiced in the preceding 26 weeks, multiplied by the number
of weeks remaining in the current term. These damages will be in addition to all other obligations or amounts owed by Customer to UniFirst, including the return of Standard
Merchandise or payment of replacement charges, and the purchase of any Nonstandard Merchandise items as set forth herein.
This Agreement shall be governed by Massachusetts law (exclusive of choice of law). If a dispute arises from or relates in any way to this Agreement or any alleged breach
thereof at any time, the parties will first attempt to resolve the claim or dispute by negotiation at agreed time(s) and location(s). All negotiations are confidential and will be
treated as settlement negotiations. Any matter not resolved through direct negotiations within 30 days shall be resolved exclusively by final and binding arbitration, conducted
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