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2010-058 RES AWARDING A CONTRACT WITH G&K SERVICES FOR FURNISHING EMPLOYEE UNIFORMSRESOLUTION N0. 2010-058 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, AWARDING A CONTRACT WITH G&K SERVICES FOR FURNISHING AND SERVICING EMPLOYEE UNIFORMS FOR VARIOUS CITY DEPARTMENTS; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the city of Paris is a member of BuyBoard, an online cooperative purchasing program created by the Texas Association of School Boards; and, WHEREAS, as a member of BuyBoard, the City may purchase products and services which have already been competitively bid through BuyBoard and which satisfy all state purchasing requirements; and, WHEREAS, the City desires to enter into a three year contract with G&K Services to provide uniforms to various City departments, a copy okhe contract is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the proposal by G&K Services, upon the terms and conditions shown on the contract attached hereto as Exhibit A, is hereby accepted and let conditioned upon said uniforms meeting all of the terms and specifications included in the contract. Section 3. That the City Manager of the City of Paris be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the contract with G&K Services for furnishing and servicing employee uniforms for various City Departments, upon the terms and conditions and in a form substantially similar to the contract form attached hereto as Exhibit "A" Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 24th day of May, 2010. Will Biard, Mayor ATTEST: J2 CDQ~n nice Ellis, City Clerk APPROVED AS TO FORM: W. Kent Mc ar, ity torney (D. G&K SEHVICES AGREEMENT FOR SUPPLY OF G&K SERVICES fOR BUY BQARD MEMBER _7he City of Paris This Agreement, induding the terms below, on the reverse, and on any attached written addenda and any added verbally as described below, all of which are incorporated by this reference, ("Agreement") is entered into between Customer and G&K Services ("G&K"), as of the Effective Date. Customer and Effective Date are identifed below. 1. G&K Aqrees With Customer: . To provlde serviCes ("Services") and merchandise ("Merchandise") listed on any attached Addenda, or added verbally or in a separate writing by Cusiomer. . To provide G&K Service Guarantees: o G&K will deiiver all Merchandise to Customer, picked-up by G&K on a regularly scheduled tlelivery day, by the next scheduled delivery day, c G&K will clean all Merchandise using high standards in launderinc methods, o G&K wili inspect, repair and deliver to Customer, on the next scheduled delivery day, ail Merchandise needing repair that can reasonably be repaired; o G&K will deliver to Customer all Merchandise in a clean and useable condition on the next scheduled delivery day', o G&K will deliver to Customer, on the next regularly scheduled delivery day, replacement or additional uniforms ordered of a similar size and color as those in service at Customer, provided G&K receives the order on a regular delivery day; o G&K will replace worn-out Merchandise on the next regularly scheduled delivery day with Merchandise meeting G&K's high quaiity standards, at no additional charge io Customer except for Merchandise damaged or lost antl except for charges for preparation, nametags or emblems, and embroidery; . To issue a credit to Customer's account equai to the weekly charge for the item of Merchandise affected, to the extent G&K Service Guarantees are unmet. To review with Customer its account for Services and Merchandise as needed or upon request. . To remain committed to meeting or exceeding Customer's needs, and to respond to any Customer service request or concern within 48 business hours after receipt by a G&K representative. If G&K materially fails to provide Services or Merchandise required under this Agreement, Customer will deliver written details of the fallure to the G&K office serving Customer, and G&K then has 60 days to correct it. The failure will be considered corrected unless within 10 days after this sixty-day period Customer delivers to the G&K facility serving Customer a second written notice showing the failure is continuing. If this Agreement then is cancelled, Customer will pay G&K all amounts then due, return all rental items to G&K in good and usable condition, and pay the replacement value for aii lost, damaged andlor unreturned rentai items. 2. Customer Aarees With G&K: . Customer has no commitment to any other company for Services or Merchandise described in or otherwise covered under this Agreement, the individuai signing or Customer is authorized to enter into this Agreement on Customer's behalf, and this Agreement, when signed on behatf of Customer will constitute a legal binding obligation of Customer, enforceable against Customer; To order from G&K all its requirements for the type of Merchandise and Services covered under this Agreement during the time this Agreement is in effect; . To pay the fees for ail Merchandise and Services supplied by G&K under this Agreement, based on 52 weeks per year of service, as follows: o In cash on the regular delivery day or, if G&K has approved credit for Customer, within 10 days after the date of each invoice delivered, provided that G&K may, at any time, convert any account to a cash on delivery basis; Annual increases in prices as invoiced by G&K for Merchandise and Services at the rate of 2% °ach June 1"` o All charges shown on G&K invoices for additional items, such as additional orders for Merchandise and Service, charges for any embroidery, seasonal changeovers, exchanges, outsizes, automatic replacement, Image Guard program, special services programs, replacement values for Merchandise lost or damaged (ordinary wear and tear excepted) while in possession of Customer. o At any time while this Agreement is in effect, a minimum of 75% of the average weekly fees invoiced by G8K to Customer during (a) the first 8 week period under this Agreement, or (b) any lesser period from commencement of this Agreement if Customer has not yet had 8 weeks of weekly invoices; o A monthly service charge on all past due amounts equal to the lesser of 18% per annum or the highest rate permitted by law; and o G&K's then current replacement values for all embroidered or permanently embellished, non-standard andlor unreturned Merchandise provided to Customer by G&K under this Agreement at the time this Agreement expires or is terminated for any reason. . To notify G&K in advance of service of anything that may pose a health or environmental hazard, as for exampie Merchandise containing lead or biood borne pathogens, except as approved in advance by G&K in writing; . To be responsible for and hold G&K harmless from any claim arising from use of the Merchandise by Customer, and . To take whatever steps are necessary to assign this Agreement to any successor to Customer if Customer or Customer's business, assets or capital stock is sold or taken over by another party, and to notify G&K in writing of any assignment. ~ra on -F-l~ f~ ar, r~ t h 3. Term• Renewal: Eariv Termination. . This Agreement takes effect as of the Effective D~l2~and continues for the term of 36 months ("Initial Term") from the later of (a) the Effective Date or (b) the date G&K unless either frst delivers Merchandise to Customer, and then party gives the other party written notice of non-renewal at least 90 days, but no more than 180 days, prior to expiration of the Initial Term oiliany Renewai Term. ~ Notwithstanding the foregoing, each Customer that signs a local service agreement with G&K will be subject to the minimum term of service in-itie appiicaDle ic~4Ys agreement, which may be no shorter than thirty-six (36) months subject to the non-appropriations ciause as outlined in the proposal instructions. y~p ~c t TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS AGREEMENT, AND IN ANY ATTACHED ADDENDA, ARE A PART OF THIS AGREEMENT. A►u~;..~c_ u • THIS AGREEMENT IS NOT BINDING ON G8K UNTIL SIGNED BY G&K MANAGEMENT BELOW. - Customer Name CITY OF PARIS, TE%AS G&K SERVICES Address P. o. Bog 9037, Paris, T% 75461 Sales Signature. Accepted By Pnnted Name and Title Name and Tdle (printed) Kevin Carruth, City Ma.nager Management SignaWre Printed Name and Tille Efteclive Date June Route , Day _ Cuslomer Number. Enhancing Imaye 8 Safety through Innovation EXHIBlT ..A.. A. EARLY TERMINATION, Customer may terminate this Agreement for his own convenience at any time, provided that Customer must give written notice to G&K at least 90 days, but no more than 180 days, prior to the effective date of termination stated by Customer in the notice, complies with the requirements of Paragraph E below, and pays an Early Termination Fee. The Early Termination Fee is intended to provide to G&K a return on its investment ;n Customer's image program and shall be calculated, as follows, multiply the number of weeks remaining in the Initial Term or Renewal Term, as the case may be, following the date of termination by either (a) an amount equal to 50% of the average weekly amounts invoiced by G&K to Customer during the 8 weeks preceding the date of Customer's notice of termination, or (b) if Customer terminates this Agreement before Customer has 8 weeks of average weekly invoices, by an amount equal to 50% of average weehly invoices for any lesser periotl of time. in the event Customer fails in any of its commitments under this Agreement, G&K may suspend its performance or terminate this Agreement within 30 days after the date G&K provides notice to Customer of ihe failure, in which case Customer will meet each of the conditions described in this paragraph, including paying G&K the Eariy Termination Fee. B. CUSTOMER ACKNOWLEDGES THAT G&K HAS INVESTED IN MERCHANDISE AND PERSONNEI IN RELIANCE ON THIS AGREEMENT, THAT G&K IS ENTITLED TO A RETURN ON THIS INVESTMENT, AND THAT THE PAYMENT OF FEES AND CHARGES, INCLUDING THE EARLY TERMINATION FEE, REPRESENT THIS RETURN ON INVESTMENT OVER THE TERM OF THIS AGREEMENT. C. All rental Merchandise suppiied to Customer under this Agreement remains the propeRy solely of G&K. D. G&K MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED T0, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE MERCHANDISE OR THE SERVICES SUPPLIED UNDER THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY DESCRIBED IN THIS AGREEMENT. CUSTOMER ACCEPTS SOLE RESPONSIBILITY FOR SELECTING THE TYPE AND AMOUNT OF MERCHANDISE APPROPRIATE FOR CUSTOMER AND ACKNOWLEDGES THE MERCHANDISE SUPPLIED UNDER THIS AGREEMENT IS SUPPLIED FOR GENERAL PURPOSES, UNLESS SPECIFICALLY IDENTIFIED AS "FIRE RETARDANT", "FLAME RESISTANT" OR FOR OTHER SPEICAL PURPOSE. G&K MAY NOT BE THE MANUFACUTRER OF THE MERCHANDISE AND HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR CONVENANT, EXPRESS OR IMPLIED, REGARDING THE QUALITY, SAFETY OR SUITABILITY OF THIS MERCHANDISE FOR USE BY CUSTOMER. E. As of the effective date of any termination, expiration or cancellation of this Agreement for any reason, Customer will return to G&K all Merchandise in good antl usable condition or pay G&K's replacement value for any Merchandise not retumed or that is retumed in damaged condition, will purchase ai G&K's then replacement value all embroidered, permanently embeliished, non-standard or speciat order Merohandise, and wiil pay to G8K all amounts owed to that date under this Agreement, including, without limitation, all accounts receivable, replacement value for all lost or damaged Merchandise, pius, if applicabie, the Early Terminatlon Fee. F. Any claim or dispute between the parties, arising from, or relating to, this Agreement will be governed by Minnesota law, without regard to its conflicts of law provisions. Any claim or dispute must be resolved only as provided in this Section. Prior to filing any legai proceeding in any court, the parties will first attempt in good faith to promptly resolve the ciaim or dispute, including by negotiation at agreed time(s) and location(s). All negotiations are confidential and wili be treated as setttement negotiations. If the parties are unable to resolve the dispute through negotiation, then G&K may elect to require a mediation of the dispute through a neutral party under rules of an established mediation center. Each provision of this paragraph is enforceable by any court having jurisdiction over the parties, and either party may seek injunctive relief for this purpose. Customer will reimburse G&K for all costs, including attorneys' fees, incurred by G&K to enforce the commitments of Customer under this Agreement and this paragraph. G. Any interruption of G&K's usual operations, or delay or termination of service provided in this Agreement, by reason of acts of God, fires, explosions, strikes, or other industrial disturbances, or any cause beyond the reasonable control of G&K, will not be considered a failure or a liability under this Agreement. H. THE REMEDIES FOR CUSTOMER DESCRIBED IN THIS AGREEMENT ARE THE SOLE REMEDIES FOR G&K'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND, IN ANY EVENT, G&K'S LIABILITY FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE PRICE OF FEE PAID FOR AN ITEM OF MERCHANDISE THAT FAILS TO COMPLY WITH G&K'S GUARANTEE. G&K IS NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST WAGES, REVENUE, PROFIT, OPPORTUNITY, DATA OR LOSS OF USE), EXEMPLARY OR PUNITIVE DAMAGES. I, if any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, the remaining terms and conditions will remain in full force antl effect. This Agreement constitutes the entire agreement and supersedes all prior oral or written agreements between the parties regarding the matters covered by this Agreement. No waivers or statements made by any representative of G&K wiil be valid unless included in writing in this Agreement. No amendments to this Agreement will be binding unless in writing signed by representatives of both parties having the apparent authority to do so or as otherwise indicated in this Agreement. J. All notices permitted or required under this Agreement must be in writing and transmitted by personal delivery, a nationally recognized overnight courier service, certified or registered mail, returned receipt requested, or facsimile (with confirmation). Notices shall be sent to the addresses specified on the first page of this Agreement or to such other address as either party may specify in writing. BzD FaxM TO: MA.YOR AIv'D CI'I'Y COUNCIL CITY 0F PARZS POST 0FFICE BOX 9037 PARIS, 7EXA,S 75461-9037 FROM: ~4-~ (NAN1E OF 13ZI7DER) 6 I`S~ fl~ (nDDREss) L_sZ 9(ADDR E-s s) RE: FURMSH AND SERVICING UNIFOP-MS PURSUANT Tp AND IN COMPLIANCE WITH YQUR BID SPL• CIFICATTONS FOR FURNISHING AND SERVICING NEW AND USED tJNTFORMS, VrTE $ID THE FOLLOWING: ! l Sscrs Clothing Weekly Rentat Rage Replieeffient Titate Merchan.dise (iar 5 items) New Used Work Shirt - Short Sleeve , Work Shirt - Long Sleeve Deziim Shzrt - Short S leeve z, 2 Denim Shirt - Long Sleeve 2- , a, 5' Z„ Z, I ~ , Pull-aver Knit Shirt ~Wear Guard I3enim Jeaas \Wear Gus.t'd I?etl.i.m ShOrts A Ve'ork Pant R/C -regular cut 0 Wozk Pant W/C - westerra cut ~a b~ ~ 'orl; sIia~s ~7 d b 9. 0 ~ , Work Coveratl -C> ~ , 2 ~ / g• ~ ` Lab Coat q` a1~ Lab Frock ~ g S' 1` g S° `Ll a° ( ...~C•, , ~ ~ Miccelfaneous Merchandise Weekly Rental Rate Biweel:ly kental Rate Evez-y 4 Weeks Rental Rate Replacement Rate 3X4 Entry Mat 2.~~ 4X6En(ryMat 3~2 3X10 EntryMat Ll,je 3X5 Anti-Fati.gue Mat 3X5 Scraper Mat Z~ g g 313 ~ S 6~ 20" Dust Mop v • y'~ ~ 2" 24"Du.Map 35" Dust MoP b Dust Mop Hazidle til t G,° a Wet Mop , 2" Wet MoP Handle Air-Fzeshenez Air-Freshener Dispenser G l C, IJ ! C~ HandSoap sb 2~ Hand Soap Uisperaser Cotttinuous Ra1.1 Towel ~e 1,16 AJIG / o/S-- 2- / 0, CRT Cabi.zzet Red Shap Towei Bath Towel 5.511 ~ pl/ , 2 2, 66 e 3 3 16 ~S-Y Wash Clodh 1.09 e [C:o:~tton Bax Towel , 0'7 Special Chaz-ges (7ne 'Z'iffie Charge Per Item 1.5 X 3.5 Trrame Tag N~ L 1.5 X 3.5 City of Paris Uniform Preparatozy Chazge C Embroidery Ctiarge for Knit Shirts f~l C r~ sz 6 ~ G~.A ~ i~-Q-e ~.s v~ ~ ~ l ; SZ M