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HomeMy WebLinkAboutC2008-177 - 5/29/2008 - NASERVICES AGREEMENT This Services Agreement ("Agreement") is entered into by and among the City of Corpus Christi ("City"), and Cintas Corporation No. 2 with location of 6800 Cintas Blvd, Mason Qhio, 45040, with representative offices located at 3349 SE Loop 410, San Antonio, Texas 78222 {"Cintas") effective for all purposes upon date of last execution by the City Manager. I, SERVICES TO BE PERFORMED BY PARTIES. A. Cintas agrees to provide shredding services as described in attached proposal, including but not limited to the following: (1) Deposit secured trash bins at locations on City property as directed by the City Secretary or Assistant City Secretary to store items to be shredded. (2) Pickup trash bins from City property at least monthly, in accordance with Cintas schedule to be provided by Cintas to City Contract Administrator. (3) Store trash bins in secured location at Cintas premises until ready for shredding. Such location is secured with barbed wire fencing and alarm. (4)~ Promptly shred documents using cross cut shredder no later than 1 calendar day after pickup. {5) Provide documentation to confirm destruction in accordance with guidelines of the Texas State Library and Archives Commission. B. The parties agree performance of the work shall commence upon date of execution of this Agreement by the City Manager. Contract Administrator is City Secretary. II. FEE FOR SERVICES. During each year of this contract, the Cintas shall be compensated far services provided at the rate of $0.10 cents per pound for onsite shredding, and $0.08 cents per pound for offsite shredding. Cintas shall submit itemized monthly statements for services authorized and performed. Payment shall be made within 30 days from receipt of invoice by Contract Administrator. III. EFFECTIVE DATE, TERM, TERMINATION A. This agreement takes effect upon execution by the City Manager. B. The term of this agreement is six months, beginning date of signature of City Manager. This Agreement is subject to annual appropriation of funds. C. The City may, at any time, with or without cause, terminate this Agreement upon thirty (30) days written notice to Cintas. 1n such event of termination without cause, City will be invoiced for the actual time and charges accumulated through the date of termination. IV. ASSIGNABILITY. Cintas may not assign, transfer, or delegate any obligations or duties in this Agreement to anv other person without the prior written consent of the City Manager. 2008-177 O~j/~9108 3431Loca1 SettingslTemporary Internet Files10LK2EA1Shredding Services 1 Cintas Corporation V. INDEPENDENT CONTRACTOR. Cintas shad perform all services as an independent contractor and shall furnish such services in its own manner and method, and under no circumstances or conditions shall an agent, servant, or employee of Cintas be considered an employee of the City or City of Carpus Christi. Accordingly, Cintas shall be responsible far payment of all taxes including Federal, State and local taxes arising out of Cintas's activities in accordance with this Agreement, including but not limited to Federal and State income tax, Social Security tax, unemployment insurance taxes, or any other taxes. Cintas shall comply with all applicable Federal, State and Local laws and regulations. VI. SUBCONTRACTORS. Cintas may not use subcontractors in connection with the work performed under this Agreement. VII. VENUE AND APPLICABLE LAW. Cintas shall perform all services in accordance with Federal, State and local laws. The applicable law for any legal disputes arising out of this Agreement shall be the law of Texas and such forum and venue for such disputes shall be the appropriate district, county, or justice court in and for Nueces County, Texas. VIII, WAIVER. No waiver of any breach of any term, or condition of this Agreement, shall be construed to waive any subsequent breach of the same. IX. INDEMNIFICATION. Cintas agrees to indemnify and save harmless City, its agents, servants, and employees, ("lndemnitees"), from any and all liabilities, losses, damages, or expenses, including measurable attorney's fees to the extent resulting from the negligence or omissions of Cintas, its employees, officers, agents or contractors, while in performance of this Agreement. However, such indemnity shall not apply in the event the City its officers, employees or agents cause, thru action or inaction, the incident or conditions #hat fed to the incident. X. INSURANCE AND DISCLOSURE OF INTERESTS FORM. Cintas agrees to provide insurance in accordance with the attached exhibit A. Cintas agrees to complete attached Disclosure of lnterest form. XI. AMENDMENTS OR MODIFICATIONS. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. XII. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit ar amplify the terms and provisions of this Agreement. C:IDacuments and Settings1c10503431Local SettingslTemporary Internet 1~iles10LK2EA1Sl~redding Services ~ May 22 2008.doc XIII. SEVERABILITY. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement ar the application ofthis Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or fixture law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law ar judgment, far it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, ar word of this Agreement be given fiill force and effect for its purpose. To the extent that any clause ar provision is held illegal, invalid, or unenforceable under present ar future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause ar provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be passible and be legal, valid, and enforceable, will be added to this Agreement automatically. XIV. NOTICES. Notices provided shall be in writing and delivered to: On behalf of the City: City of Corpus Christi Attn: Gity Secretary P.O. Box 9277 Carpus Christi, TX 78469-9277 On behalf of Cintas: Cintas Corporation Attn: Christopher Felux 3349 SE Loap 410 San Antonio, Texas 78222 XV. CONFIDENTIALITY. Cintas shall not disclose any records or information within such records provided far shredding under this Agreement without the prior written permission of the City Manager. EXECUTED IN DUPLICATE each of which shall be considered an original, this ~ day of ~ , 2008. CITY OF CORPUS CHRISTI Ge rge K. Noe City Manager Date: __ ~~~ 2~ 2oa~ ~, , „ CINTAS CORPORATION >~ ~ Approved as to form: ~ 2S ~~ Lisa Aguilar Assistant C omey Far City Attorney arlESr. cmr s~cRl=r~* C:1Documents and SettingslclOSU3431Local SettingslTemporary Internet 1~iles10LK2EA1Shredding Services ~ May 22 2008.doc BY~ ~~ ~ ~_ Name: -C~.,; 7~r Title: ~ Ternh.,.(~,.,~, Date: S~~~l~p C:IDocuments and Settingslc1p503431Loca1 SettingslTemporary Internet Filesl0LIC2~A1Shredding Services May 22 2008.doc Exhibit A INSURANCE REQUIREMENTS CINTAS'S INSURANCE A. Cintas must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Cintas must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Cintas must furnish to the City's Risk Manager, twq (2} copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s} acceptable to the City's Risk Manager. The City must be named as an additional insured far the General liability policy. A blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Notice of Cancellation, non-renewal, material Bodily Injury and Property Damage change or termination required on all certifcates Commercial General Liability including: $500,000 COMBINED SINGLE LIMIT 1. Canvnercial Form 2. Premises _ Operations 3. Products/ Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors AUTOMOBILE LIABILITY-OWNED NON-OWNED $500,000 COMBINED SINGLE LIMIT OR RENTED WHICH COMPLIES WITH THE TEXAS WORKERS' WORKERS' COMPENSATION COMPENSATION ACT AND PARAGRAPH II OF THIS EXHIBIT EMPLOYERS' LIABILITY $100,000 C. In the event of accidents that occurs on City property of any kind, Cintas will furnish the Risk Manager with copies of all reports of any accidents within ten (20) days of any accident, II. ADDITIONAL RE UIREMENTS A. Cintas must maintain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy with endorsements approved by the Texas Department of Insurance. The coverage C:1Documents and Settings1c10503431Locai SettingslTemporary Internet Files10LK2EA1Shredding Services May 22 2008.dac must be amounts sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Certificate of Insurance: * The City of Corpus Christi must be named as an additional insured on the General liability coverage, and a blanket waiver of subrogation is required on all applicable policies. ~ If your insurance company uses the standard ACORD form, the cancellation chase {bottom right} must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording a$er "left". In lieu of modification of the ACORD farm, separate policy endorsements addressing the same substantive requirements are mandatory. The name of the project must be listed under "Description of Operations". At a minimum, a 30-day written notice to the City's Risk Manager of material change, cancellation, non-renewal or termination is required. C. If the Certificate of Insurance on its face sloes not show the existence of the coverage required by items i .B (1 }-(6}, an authorized representative of the insurance company must include a Ietter specifically stating whether items 1.B. (1}-(6} are included or excluded. C:1Documents and Settings1c10503431Locai SettingslTemporary Internet Files10LK2~A1Shredding Services ~ May 22 2008.doc