HomeMy Public PortalAbout2018.11.30 Alsco Textile - Rental Service Agreementr.Ywn and Undan Rental Services
TERMS AND CONDITIONS FOR TEXTILE RENTAL SERVICE AGREEMENT
Location No.
The parties hereby agree as follows:
I. Scope of Agreement. During the term of this Agreement, Alsco (hereinafter called "Supplier") shall be the exclusive supplier to Customer of the services and goods listed on Schedule A attached hereto, as such Schedule A may be
amended from time to time. All goods supplied hereunder shall be regularly cleaned and maintained by the Supplier. Any goods which require replacement during the term of this Agreement because of normal wear and tear shall be
replaced by Supplier at Supplier's sole cost and expense.
2. Term. This Agreement shall remain in full force and effect for a period of 60 months, commencing on the date of installation of the goods, and shall be automatically renewed for consecutive 60 month periods thereafter unless either
party shall give to the other party written notice of termination by registered mail at least 90 days prior to the expiration of the term then in effect.
3. Charges. In consideration for the services and goods provided hereunder, Customer agrees to pay the charges set forth on the Schedule attached hereto and other charges which may become applicable. The description of the charges
shown on Schedule A and other charges that may be applicable is located on the reverse side of this Agreement and any updates to that list at www.A/Aco.conr. All charges are based on 52 weeks per year whether or not service is actually
used. The Service Charge will be used to help Alsco pay various fluctuating costs relating to the environment, energy, service and delivery. Revenue from all charges on our invoices is used to offset costs and to provide geneml revenue to
Alsco.
4. Price Adjustments. On the first anniversary date and annually thereafter, Customer agrees that Supplier may increase prices by the greater of 5% or the percentage change in the Consumer Price Index ("CPI") for the preceding twelve
months. Supplier shall notify Customer of the new prices in the form of an adjusted invoice or statement. In addition to the foregoing, if Supplier increases prices more frequently than annually or by more than 5% or the CPI as provided
above ("Additional Price Increases"), Supplier shall notify Customer of the Additional Price Increase as provided above. Customer shall have the right to reject any Additional Price Increase by giving written notice to Supplier within ten
(10) days of the Additional Price Increase. In such event, Supplier shall have the option of terminating this Agreement and Customer shall be obligated to comply with Section 9.
5. Payment and Credit. All charges shall be payable upon delivery, unless Customer applies for and Supplier provides a credit account. A Customer who has a credit account shall pay all charges for merchandise by the 10th day of the
month following the month in which delivery is made (the due date). A FINANCE CHARGE of 1 VA per month or 18% per year will be imposed on all outstanding credit account balances 30 days or more past due until paid in full. If full
payment on a credit account balance is not made within 30 days of the due date, Supplier may elect to revoke credit privileges and continue to supply merchandise under this Agreement on a cash -on -delivery basis only.
6. Representation and Indemnity. Customer acknowledges that goods supplied pursuant to this Agreement are designed only for general purpose use in working with non -hazardous materials, and that the goods are not flame retardant or
treated to resist acids or other caustic or hazardous materials. Customer represents that the goods shall not be used in areas of flammability risk or where contact with caustic or otherwise hazardous materials or ignition sources is possible.
Customer expressly agrees to indemnify and hold Supplier harmless from any claim, liability or judgment, including court costs and attomey's fees, arising from or relating to the use of any goods supplied hereunder in violation of the
foregoing representation.
7. Title to Goods and Replacing Lost or Damaged Goods. It is understood by the parties that all goods supplied under this Agreement are, and shall remain, the property of Supplier, and shall be returned to Supplier at such time as an
employee of Customer using said goods terminates employment with Customer or at such time as this Agreement might expire or otherwise be terminated. Customer shall be responsible for all goods which are lost, destroyed, stolen or not
returned as required herein, and with respect to such lost, destroyed, stolen or non-retumed goods Customer shall promptly pay to Supplier the Replacement Charge (as specified in Schedule A or amended Schedules) of such goods,
including applicable sales and use taxes. Supplier has the right to enter upon Customer's premises to remove or take inventory of its goods at any time during Customer's regular business hours.
8. Liquidated Damages. Customer acknowledges that since Supplier owns the goods covered hereby and that such goods may be unique to Customer's requirements and that the value of such goods is depreciating with time, the damages
which Supplier may sustain as a result of Customers breach or premature termination of this Agreement would be difficult, if not impossible, to determine. The parties therefore agree that in the event of Customers failure to timely pay the
fees and charges provided for herein, or in the event of any other breach or premature termination of this Agreement by Customer, Customer shall pay to Supplier as liquidated damages, and not as a penalty, a sum equal to the number of
unexpired weeks remaining in the term then in effect multiplied by fifty percent (50%) of the average weekly charge for goods and services during the 10 weeks immediately preceding such failure to pay, breach or premature termination.
The parties further agree that this formula is reasonable.
9. Payment of Goods Upon Termination. Upon termination of this Ageement, with or without cause, Customer agrees to return to Supplier all goods supplied pursuant to this Agreement. Customer ogees to pay Supplier's Replacement
Charge for any goods not returned or goods returned in a condition beyond normal wear and tear. The price to be paid upon such purchase of goods shall be in addition to any liquidated damages Customer may be required to pay pursuant
to Section 8.
10. Change of Customer's Location. Customer shall give Supplier 30 days written notice prior to any change in the location to which goods and services are provided under this Agreement. So long as Customers new location is within
Supplier's route delivery area, this Agreement shall remain in full force and effect despite a change in Customer's location. In the event Customer's new location is outside Supplier's route delivery area, this Agrteement shall be deemed
terminated and the provisions of Section 9 dealing with purchase of goods shall apply, but the provisions of Section 8 relating to liquidated damages shall not apply.
I I. Undertaking and Quality. Supplier agrees to provide goods and services under this Agreement in accordance with accepted standards in the textile leasing/rental industry. In the event Customer believes that there are deficiencies in the
quality of the service and/or goods furnished by Supplier hereunder, Customer shall give written notice to Supplier by certified mail, specifying the precise nature of such deficiencies, and Supplier shall have 60 days after its receipt of such
written notice to correct such claimed deficiencies. In the event Customer is, in good faith, not satisfied with Supplier's correction of the claimed deficiencies, Customer shall give written notice to Supplier by certified mail, retum receipt
requested, specifying the precise nature of the inadequate correction. Failure to give such notice of inadequate correction shall create a conclusive presumption that Supplier has corrected the deficiencies. If Supplier fails to correct the
deficiencies within 30 days after its receipt of the second notice provided herein, Customer may terminate this Agreement. The provisions of Section 8 relating to liquidated damages shall not apply to a termination pursuant to this Section,
but all other sections shall apply.
12. Other Contracts. Customer certifies that Supplier is in no way infringing upon any existing contract between Customer and another supplier and that Supplier has made no attempt to induce Customer to wrongfully terminate an
existing contract with another supplier of services or goods covered by this Agreement.
13. Binding Effect. This Agreement shall be binding upon the representatives, successors and assigns of the parties. In the event Customer sells or transfers its business or principal assets, Customer shall cause any purchaser of such
business or assets to assume in writing this Agreement and the obligations of Customer hereunder.
14. Severability. If any provision of this Agreement is determined to be invalid,. the remaining terms and conditions hereof shall remain in full force and effect.
15. Enforcement of Agreement. In the event Supplier is required to enforce, defend and/or protect its rights under this Agreement, Customer agrees that in addition to all other amounts which it might be required to pay, it will pay _
Supplier's costs of enforcing, defending and/or protecting its rights under this Agreement, including reasonable collection fees, attorneys' fees and costs. The parties agree that the only venue for any suit with respect to this Agreement shall
be the county in which Supplier's plant is located.
CUSTOMER'S ACCEPTANCE: / / /] %7 SUPPLIER'S ACCEPTANCE:
CUSTOMER NAME: CITY OF MCCALL BY: G�Gt `�ijf' BY:
ADDRESS:
216 E PARK ST
CITY, STATE, ZIP: McCALL IDAHO 83638
(A ORIZED�B[GNATURE)
TIT. Jackie J. mon, Mayor
DATE: 11/8/2018
TITLE:
DATE:
(AUTHORIZED REPRESENTATIVE)
GLOSSARY OF ALSCO CHARGES
Note: Revenue from all charges is used to offset costs and provide general revenue to Alsco.
Types of Service
Flat Rate Service: Some customers have agreed to be billed at the same amount each week.
Unit Price with Minimum Usage Service: Some customers have agreed to use a certain minimum percentage of the inventory designated for their use. When the quantity actually used by the customer for an
item falls below the Agreed Minimum, the customer is charged the unit price multiplied by the minimum agreed -upon quantity. This charge will be shown as "Inventory Minimum Charge" on your invoice.
Special Charges
A/R Account Maintenance (A/R Acct Maint): This charge may be applied to carry credit for non -COD customers.
C.O.D. Re -Charge: Rather than stopping service, this charge is made when COD payments are not made and our invoices must be re -submitted and collected at the time of the following delivery.
Early Retirement: The early retirement charge applies to garments that are removed from service early in their useful life.
Emblem Charge: This is a one-time charge to place an emblem or emblems on a new or replacement garment.
Excess Trash: This fee is charged for separating and disposing of trash from rental items when an unusual amount of trash has been placed into the laundry bag.
Finance Charge: The finance charge reflects interest charged on past due accounts.
Freight: Freight is charged for delivering direct sale items directly from a manufacturer, by common carrier, or outside of our regular route delivery system.
Garment Inventory Maintenance: This is an optional program that offers a weekly charge in lieu of being billed for abused or damaged items. This is for garments only. This does not include lost garments.
Inventory Maintenance (Inventory Maint): This automatic recurring charge is to replenish lost or damaged textiles to maintain the level of inventory required by the customer. The inventory maintenance
charge is established with the customer, based upon experience, and depending upon the type of textile product provided and its particular application. Inventories of napkins, aprons, shop towels, and bar towels
typically need automatic replenishment.
Inventory Minimum (Inventory Min): If the customer has agreed to use a minimum percentage of the inventory designated for the customer, this is the charge if the usage falls below the agreed upon
minimum. (See "Unit Price with Minimum Usage.")
Invoice Copy: There is no charge for the first invoice. This is for faxing or mailing additional copies of invoices, at the customer's request.
Loss/Abuse/Damage (Loss/Abuse/Dam): This charge is to replace rental items that have been lost, misused or damaged beyond repair by users as identified by our route service representatives or check -in
procedures at our plant. In order to discourage misuse, the charge is the Replacement Charge shown on your contract or the full retail price.
NSF/Bounced Check (NSF Check): The NSF/bounced check charge is for checks that have been returned to us for non -sufficient funds.
Oversize Garment Charge (Oversize Gar Chg): The oversize garment charge reflects the additional cost of providing garments that are outside the normal range of sizes, for example: XXX Large, etc.
Preparation Charge (Preparation Chg): This is a charge for preparing a garment for use, identifying it to a person, completing alterations and adding it to account database.
Press Charge: The press charge is for atypical requests to press garments.
Repair Charge: After quality control, a repair charge may be made for minor repairs on items that that have been exposed to conditions outside of normal use or abusive conditions, or by the customer's request
to maintain appearance standards and avoid early replacement.
Replacement Charge (Replace Chg): This is the agreed upon unit price charge (less depreciation) which the customer must pay to purchase the inventory designated for the customer's use if the customer
discontinues service before the end of the contract.
Restocking Fee: The restocking fee is charged to retrieve items from the customer and place them back into our storeroom.
Re -Stringing Charge (Re -String Chg): This fee is for replacing and re -threading laundry bag cords that have been cut or made unusable through improper tying by the customer.
Special Delivery: This charge is for specially delivered items, delivered outside the regularly scheduled rotate delivery stop.
Service Charge
The service charge is used to help pay various fluctuating costs related to the environment, energy, service and delivery of our goods and service.
Non -Appropriation Addendum
Customer: City of McCall, Idaho
Service Agreement
Dated: March 14, 2017
Service Provider: Alsco
Lease, rental or contract
application#:006775, Route 6, Stop 410
This Non -Appropriation Addendum (this "Addendum") is made by and between
the above -referenced lessee, renter or other customer ("City") and the above -
referenced Service Provider ("Service Provider").
Introduction: City and Service Provider are simultaneously herewith entering
into the above -referenced lease, rental, or other agreement (the "Agreement"); and City
and Service Provider wish to modify and/or supplement the terms of the Agreement, as
more particularly set forth herein below. This Addendum shall be effective as of the
same date as the Agreement (the "Effective Date"). .
1. Incorporation and Effect. This Addendum is hereby made a part of, and
incorporated into, the Agreement as though fully set forth therein. As modified or
supplemented by the terms set forth herein, the provisions of the Agreement shall
remain in full force and effect, provided that, in the event of a conflict between any
provision of this Addendum and any provision of the Agreement, the provision of this
Addendum shall control. In entering into this Addendum, it is the intent of City and
Service Provider to conform the terms and conditions of the Agreement to the
requirements of all applicable federal, state and local laws, rules and regulations
relating to governmental entities and public finance. If any term or condition of this
Addendum is unenforceable or unlawful, then such provision shall be deemed null and
void without invalidating the remaining provisions of the Agreement.
2. Definitions. Capitalized terms herein that are not otherwise specifically
defined herein shall have the same meanings as set forth in the Agreement. As used in
this Addendum, the following terms shall have the following -described meanings:
"Goods" shall have the same meaning as the term "Equipment," "Leased
Equipment," "Goods".or "Property" (or a similar term) as defined and used
in the Agreement.
3. Non -Appropriation of Funds. City hereby represents, warrants and
covenants to Service Provider that: (a) City intends, subject only to the provisions of
this Section 3, to remit to Service Provider all sums due and to become due under the
Agreement for the full multi -year term thereof; (b) City's governing body has
appropriated sufficient funds to pay all amounts due to Service Provider during City's
current fiscal period; (c) City reasonably believes that legally available funds in an
amount sufficient to make all such payments for the full multi -year term can be
obtained; and (d) City intends to do all things lawfully within its power to obtain and
maintain funds from which all such payments to become due during the full multi -year
term of the Agreement, including making provision for such payments to the extent
necessary in each budget or appropriation request submitted and adopted in
accordance with applicable law. Notwithstanding the foregoing, the decision whether or
not to budget and appropriate funds is within the discretion of City's governing body. In
the event City's governing body fails to appropriate sufficient funds to make all
payments and pay other amounts due and to become due during City's future fiscal
periods, City may terminate the Agreement as of the last day of the fiscal period for
which appropriations were received (an "Event of Non -appropriation"). City agrees to
deliver notice of an Event of Non -appropriation to Service Provider at least 30 days
prior to the end of City's then -current fiscal period, or if an Event of Non -appropriation
has not occurred by that date, promptly upon the occurrence of any such Event of Non -
appropriation and to return the Goods pursuant to the return requirements stated in the
Agreement on or before the effective date of termination. City and Service Provider
understand and intend that City's obligation to make payments and pay other amounts
due under the Agreement shall constitute a current expense and shall not in any way
be construed to be a debt, obligation, or liability in contravention of any applicable
constitutional or statutory limitations or requirements concerning City's creation of
indebtedness, nor shall anything contained herein constitute a pledge of City's general
tax revenues, funds or monies.
4. Additional Representations, Warranties and Covenants of City. In
addition to the other representations, warranties and covenants made by City as set
forth in the Agreement, City hereby represents, warrants and covenants to Service
Provider that: (a) City has the power and authority under applicable law to enter into the
Agreement and this Addendum and the transactions contemplated herein and therein
and to perform all of its obligations hereunder and thereunder, (b) City has duly
authorized the execution and delivery of the Agreement and this Addendum by
appropriate official action of its governing body and has obtained such other
authorizations, consents and/or approvals as are necessary to consummate the
Agreement and this Addendum, (c) all legal and other requirements have been met,
and procedures have occurred, to render the Agreement and this Addendum
enforceable against City in accordance with their terms, and City has complied with
such public bidding requirements as may be applicable to the Agreement and this
Addendum and the transactions contemplated herein and therein, (d) upon Service
Provider's request, City will provide Service Provider with a copy of City's current
financial statements within 150 days after the end of each fiscal period, and (e) during
the term of the Agreement, unless and. until the Agreement is terminated in accordance
with Section 3 above, City shall provide to Service Provider, no later than 10 days prior
to the end of each fiscal period, with current budgets or other proof of appropriation for
the ensuing fiscal period, and such other financial informationrelating to City's. ability to
continue the Agreement, as Service Provider may request.
5. Indemnification. To the extent City is or may be obligated to indemnify,
defend or hold Service Provider harmless under the terms of the Agreement, any such
indemnification obligation shall arise only to the extent permitted by applicable law and
shall be limited solely to sums lawfully appropriated for such purpose in accordance with
Section 3 above.
6. Remedies. To the extent Service Provider's remedies for a City default
under the Agreement include any right to accelerate amounts to become due under the
Agreement, such acceleration shall be limited to amounts to become due during City's
then current fiscal period. In the event that City is obligated to return the Goods to
Service Provider, the same shall be done at City expense so long as the destination is
not more than 100 miles distant from the City of McCall, Idaho; otherwise, Service
Provider shall pay the expense of transportation to the destination designated by
Service Provider. After an Event of Non -appropriation, so long as the Agreement
payment for the then current fiscal year has been paid, upon delivery of the Goods in
the manner prescribed and so long as the Goods shall be in the same condition as
when received by City (ordinary wear and tear excepted) and is in good operating order
and maintenance as required in the Agreement, City's obligation to Service Provider
shall be deemed satisfied. To the extent that the Agreement contains a limitation of
remedies clause restricting remedies available to the City, such limitation shall be
subject to Article 8, Section 4, of the Idaho Constitution.
7. Preservation of right of offset. Notwithstanding anything in the
Agreement to the contrary, City retains the right to offset against amounts due under
the Agreement any defense, claim, setoff, or counterclaim or other right, existing or
future, which City may have against the Service Provider, or the entity that supplied the
Goods.
8. Opinion letter by Counsel for City. The opinion letter, if any, required
by Service Provider from counsel for the City shall only require that counsel opine on:
1) whether the City is duly organized and legally existing as a political subdivision under
the Constitution and laws of the state of Idaho; 2) whether the Agreement has been
duly authorized, executed and delivered by the City and, subject to any applicable
bankruptcy, insolvency, moratorium, or other limitations found in Idaho law, is
enforceable against City in accordance with its terms; 3) whether there is any litigation
pending or, within counsel's best knowledge, threatened which seeks to restrain,
enjoin, or in any other way challenges the authority of City to enter into the Agreement
or make an appropriation for payment of an annual Agreement payment; and 4)
whether the Agreement has been authorized, approved, and executed in accordance
with all applicable open meeting, public records, and public bidding laws. No further
opinions shall be required unless Service Provider is, willing to fully and adequately
compensate counsel for the additional requested opinions and the liability thereby
assumed.
9. Governing Law and Forum. Notwithstanding anything in the Agreement to
the contrary, the Agreement and this Addendum shall be governed by, construed and
enforced in accordance with the laws of the state of Idaho, and any proceedings related
to the Agreement will be adjudicated in state or federal court in Idaho.
10. Miscellaneous. This Addendum, together with the provisions of the
Agreement not expressly inconsistent herewith, constitutes the entire agreement
between the parties with respect to the matters addressed herein, and shall supersede
all prior oral or written negotiations, understandings and commitments. This Addendum
may be executed in any number of counterparts, each of which shall be deemed to be
an original, but all of which together shall be deemed to constitute one and the same
agreement. A facsimile or other copy of this Addendum with facsimile or copied
signatures shall have the full force and effect of the original for all purposes, including
the rules of evidence applicable to court proceedings.
IN WITNESS WHEREOF, the Service Provider and Customer do execute this
Agreement Addendum the day and year written above.
Customer:
City of McCall, Idaho
ie Aymon, Mayor
Attest:
BessieJo Wagner, City Cler
Service Provider:
Alsco
By
Name/Title
ALSCOm
Linen and Uniform Renal! S>_rvcei
SERVICE AGREEMENT
SCHEDULE A
Location # Route # 06 Stop # S ❑ M ❑ T ✓ W ❑ TH ❑ .F ❑ S ❑ Frequency: Weekly
✓ EOW ❑ E4W ❑ E8W ❑
New Account ✓ Additional ❑ New Item ❑ Increase Inventory ❑ Garment Upgrade ❑ Renewal ❑
Week: A ❑ B ❑ C ❑ D ❑
Deliver To: CITY OF McCALL
Bill To: CITY OF McCALL
Irregular ❑ Flat Rate ❑ Flex ❑
Address 216 E PARK ST
Address 216 E PARK ST
SIC Code J-91
City, State, Zip McCALL IDAHO 83638
City, State, Zip McCALL IDAHO 83638
Special Billing
Phone (208) 634-8969
Phone (208) 634-8947
Special Items
Key Contact & Title EDWARD HEIDER (SUPERINTENDENT)
Key Contact & Title Kathy Ikier
# Duplicate Invoices
E-Mail Address eheider@mccall.id.us
E-Mail Address ap-city@mccall.id.us
# Returned Signed
Website
Website
PO #
Delivery Minimum $30 Special Delivery Charge
COD ❑ Charge Applied For ✓
Sales Code 65
Time Open Time Close
Contract Class
Salesperson KIRK BROCK
Tax ❑ Exempt ✓ # i
Contract Expiration Date
Page of pages
Line
No.
Item No.
Wearer
Size
Item Description/Color
Delivery Quantities
Total
Inv
Inventory Minimum
Invoice
Rule
Unit
Price
Replace-
ment
Charge
Inv
Maint.
%
Code
Name
Billing%
Qty.
1"
2nd
3rd
4th
5th
6th
200510
4x6
CHARCOAL MAT
1
1
2
1
$ 3.5000
$75.00
2005
3X4
CHARCOAL MAT
4
4
8
4
$ 2.5000
$45.00
200515
3X10
CHARCOAL MAT
5
5
10
5
$ 4.5000
$95.00
ISSUE
DATE:
INVOICE DATES
UNIFORM CHARGES
Invoice Service Charge
%
$
-
Notes:
FIRST ON ROUTE THIS IS A MASTER AGREEMENT FOR
ALL THE CITY OF McCALL ACCOUNTS
Charge
Price/Each
SERVICE FEE
0%
$12.00
Name Emblem
0%
Company Emblem
Garment Inventory Maintenance
Price/Each
Preparation Charge
Shirts
Oversize Charge
Pants, Coats, Jackets •
Other:
Blended Coveralls
Customer's Initials 90—
Grade: New
■ A ■
B ■
Cotton Coveralls