CONTRACT 5358B AmendmentAgreement No. 5358B
SECOND AMENDMENT TO
AGREEMENT NO. 5358 BETWEEN
THE CITY OF EL SEGUNDO AND
UNIFIRST CORPORATION
THIS SECOND AMENDMENT ("Amendment") to Agreement No. 5358 (the "Agreement") is
made and entered into this 24th day of April 2024, by and between the CITY OF EL SEGUNDO, a
general law city and municipal corporation existing under the laws of California ("CITY"), and
UNIFIRST CORPORATION, a Massachusetts Corporation ("CONTRACTOR"). The parties agree
as follows:
1. The Agreement is amended to update Exhibit A with the following prices per item:
a. Mat 4x6 Scraper - $2.37 per mat
b. Mat 3x5 - $2.37 per mat
c. Mat 3xl0 - $4.7 per mat
d. Bath towels - .59 cents per each towel
2. Pursuant to Agreement Section 8 is amended to CITY agrees to pay CONSULTANT a sum
not -to -exceed Ten Thousand dollars ($10,000) for CONSULTANT's services per fiscal
year, subject to Section 4, below. Unless otherwise specified by written amendment to this
Agreement, CITY will pay this sum as specified in the Scope of Services which is
incorporated in the original agreement.
3. The term of this Agreement is extended for 60 months, beginning _May 1, 2024_, unless
otherwise determined by written amendment between the parties or terminated in
accordance with Agreement Section 4.
4. The parties also agree that, once 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 for other
goods and services or by 5%. Additional price increases and other charges may be
inspected by separate written notice or by notation on customer's invoice. The CITY may,
however, decline such additional increase or charges by notifying CONTRACTOR in
writing within 10 days after receipt of such notice or notation.
5. Section 4 (Termination) of the Agreement is amended to read as follows:
TERMINATION
Either party may terminate the Agreement, with or without cause, and such termination will
take effect 30 days from the date the non -terminating party receives written notice of
termination from the terminating party.
6. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement
supersedes any conflicting provisions. Any inconsistency between the Exhibits will be
resolved in the order in which the Exhibits appear below:
Agreement No. 5358B
a. Exhibit A: UniFirst Customer Service Agreement_
7. This Amendment may be executed in any number of counterparts, each of which will be an
original, but all of which together constitutes one instrument executed on the same date.
8. In accordance with Government Code § 16.5, the parties agree that this Amendment will be
considered signed when the signature of a party is delivered by electronic transmission.
Such electronic signature will be treated in all respects as having the same effect as an
original signature.
9. Except as modified by this Amendment, all other terms and conditions of the Agreement
will remain the same.
[SIGNATURES ON NEXT PAGE]
2
Agreement No. 5358B
IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and
year first herein above written.
CITY OF EL SEGUNDO
4 573
odrigue ,
Chief of Police
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Mark D. Illensle ,
City Attorney
Name: ,� 6 #rl2
Title: U_2( &u.L-
Name: 'fib �
Title: Ica
Taxpayer ID No. 04-2103460
PAGE I OF 2 NEWACCOUA9feep# NIGNROPWB
UnFirst INSTALLATION DATE
MM/DD,yYYY
CUSTOMER SERVICE AGREEMENT
COMPANY NAME (Customer) El Segundo Police Department .................. . ......... - LOC. No. 324
ADDRESS 348 Main St. .. . ....... ROUTE NO. �S532
. .............
El Segundo, CA 90245 ............. DATE 5/1/2024 .. ........ .. .. .
PHONE 310-524-2200 . . ....... . . . . . . ...... . . . ....... SIC/NAICS 8641.......
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:
MENEM=
SEE
ME=
ITEM DESCRIPTION
LOST/
DAMAGED SERVICE
NO. OF TOTAL NO. OF PRICE PER STANDARD/
PERSONS( CHANGES/ CHANGE/ NO W
TOTAL FULL
TOTAL
'
REP
REPLACEMENT
FREQUENCY
ISSUE PER
PIECES PIECE STANDARD'
SERVICE
VAL-U-LEASE
CHARGE
PERSON
538912- 4x6 Scraper Mat
261.79
1
2 2.37
4.74
76GA03- 3x5 Mat
1110.81
1
9/18 2.37
121.33
76GC03- 3x10 Mat
221.10
1
1/2 4.70
4.70
858607- Bath Towel
15.47
1
. . . ... ....
150/300 .5903
. . . ........
88.55
. . ..... .
. . ......
...........
Minimum weekly charge applies, equal to 75% of the initial weekly Install value.
................
.........
Garment preparation per piece
N/A
Non -stock sizes per piece
EMIM
N/A
Name emblem per piece
N/A
Special cuts per piece
N/A
Company emblem per piece
N/A
Restock/Exchange per piece
N/A
Direct Embroidery: Wearer name per piece
N/A
Automatic Wiper Replacement
....................
N/A
Company name per piece
N/A
Automatic Linen Replacement
YES
Mat Protection Program
YES
DEFE (See description on reverse side)
. ...............
24.05
Energy Charge
. . ..........................
2.25
PAYMENT
TERMS:
C.O.D.E]
E.F.T. 0 Approved Charge'
**SEE ATTACHED AMENDMENT TO AGREEMENT NO.5358 BETWEEN CITY OF EL SEGUNDO AND UNIFIRST CORPORATION.
**EL SEGUNDO POLICE DEPARTMENT CAN CANCEL WITH WRITTEN 30-DAY NOTICE WITHOUT PENALTY.
** ONE PRICE INCREASE ANNUALLY IN AUGUST WITH 30DAY NOTICE.
Approved charge: CUSTOMER agrees to make payments within 30 days of
invoice receipt. A late charge of 11/2% per month (18% per year) for any amount
in arrears may be applied .4
SALES REP: Elmar Robles Jr 5/1/2024 ___
SALES REP Narv.) DAfE
ACCEPTED':
LOCATION MANAGER lSigreenria DATE
LOCArION MANAGER (Pont 11— socT110
D.r-al— at the -is. Standard Merchandise are deemed as be Non Standard March-dia..
M-1cadi",,
which iV.1-U L.—al is net cleaned by UniFirst..
s Charge status conflMoro, done continuing credit worthiness and may be revoked at UnFirst's discretion.
The undersigned agrees to the attached Customer SerAceAgreementTerms and
attests to have the authority to execute for the named CUSTOMER, and to approve use
of any personalization - m1whing logos or brand Identities -that has been d,
ACCEPI
I E
CUB IONArR lPrtni Nuolnd hfl.I
EMAIL
All returned rlbscka and declined credit/debit cards subject to $35 pmces sing Fee,
This Agreement Is offeadw only upon acceptance by UniFirst Location Managen,
PRINT& SIGN (2) COPIES ON LEGAL -SIZE (81/,"x14"J PAPER: 0 LOCAL UNIFIRST COPY (SCANNED COPY TO CORPORATE OFFICE) 13CUSTOMER COPY F01253R-R0!30
PAGE 2 of Z Agreement No. 5358B
CUSTOMER sERv'ce aGReennenlrreanns 9
REQUUREMENTSSUPPLIED.CusloniorordaarsfrontUnlFlrst1warp,("UniFlrst")therentalgarmentsandror'other Ilen pl'thatypespectfiedint'hisAgreememt("Mdmhccr so°")
and related pikupfdotivery and maintenance servlres (coltaratroly With Merchandts:e, "Sorvlcifs') ror all of Customer's roquhomunts thore.kwv at the prices and upon, dha terms
and conditions scat forth herein Additional SorMcos regauitsiled by Customer, worbahy or in wu'ipngi, will also be carted by This Agreement Alt rental Meu'Naandise supplied to
Customer remains the property of UnlFirsf. C'us�tomor warrant$; that It hs' not subjtct to, and that thisAgreemi doses not interfere or conflict with, any existing agreement far 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-conidri ing items will be replaced by lime next scheduled dahvery day at no cosh to Customer,
items of ront'al Merchandise requiring replacement due to normal wage and urat will be rephicced at no cost to Customer, save for any applicable personalization and setup charges.
Customer expressly waives Iho right to terminate this Agreement duunff the milial tor'in or any e'xl'aosmn fhereof for deficeari in the quality of Services unless:; (1) complaints
are first made In writing to UNFIrst which set forth the pradse nature of any doll0endee. (2) UiFlr$l is afforded at least 60 days to correct any detiardncies co,mplamed of; and
(3)1 UMFlrit falls to correct those defildencfes complained of within 60 days In the event Customer complies Mile the foregoing and Und`kst falls to cori such defa.toode b,
Cuslmner may laminate this Agreemort by written notice to Ur4rin t, Providing that all previous balances due to Uri have beert paid In full and that all olhdr conditions
to tomulnate have been satisfied. Any delay or interruption at the Services provided for in thus Agreement by heasoni of acts of Gad, fees. exptl ton$, Strikes or otieer Industrial
disturbances, or any other cause not within the control of UniFirst, shall not be deemed a breach or violation of this Agreement.
TERM AND 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'wee�ks of seru3re, per year. Any Increase($) to Seuvtoe Frequency could result In additional charges. On an manual bride,
the prices then In effect will be tooreaased by the greater of The annual percent Increase In the Consumer Price index "All Urban Consumers, Series ID. CUUR0000SAG„ other
goods and tioncew or by 5%, Additional price Increases and other charges may be Imposed by separate welllon notice or by notation an Caust�mmer's involce: Customer May,
however, decline such addltionad Inor'eases or, charges by notifying Wispiest in writing within 10 days after'reeelp�t of such notice or notation, If Customer dechricir $Did addtlortal'
price Increases, UniFirst may terminate this Agreement. Cuslotner also agrees to Pay the other charges and munlmum weekly charge herein specified, Charges relating to a
wearer leaving Customer's employ can be terminated by (1) giving notice theriml to lw. NR st and (2) r turning or paying fear any missing Merchandise issotod to that irudiv ckcal.,
Any Merchandise payments required pursuant to this Agreement will be at the replacerent price(s) then in affect horeundor. if ace authorized Customer reprosentativo is not
available to receive and acknowledge delivery sal. Merchandise, Customer authorizes UnlFirst to snake delivery and assuma.w responsiblibty for Waited chargoOnvoices,
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) UnlFlrst absorbs related to wastewater testing, purifcalion, 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 nollfy all employees that Merchandise supplied is for general occupational use and, except as expressl,y'specified
below, affords no special user protections. Customer further mknowlradges that: (1) Customer has unilaterally and Independently determined and sctetlted the nature, slyte,
perfiemnance characterisfts„ number of changes and scape of all Merchandise to be used arid the appropriateness of such Merchandise for Customer's specific needs or
intendadd uses; (2) Uifirsidoes not have,rrtn;y obligattare to advise, and has not advised, Customer corecomimgthe fitness or suitabllity' ofthe Morchandiso fort Customsi Intended
use. (3) UniFirst makes no representation, warranty, or covenant regarding, the performance of the Merchandise (Including without trmuabon Flame Resistant and Visiblli'ly
Marche ise)6 and (4) UniFirst shall in no way be responsible or liable for any Injury or harm suff'ared by any Customer employees while woofing or osmg any Merchandise.
Customer agrees to indemnify and hold harmless UniFirst and its employees and agents from and against all chars, Injurlos or damages to any person oar properly resulting
from Customer's or Customer's employee use of the Merchandise, whether or not such claims,in)urids or damages arise from any alleged defects in live Merchardis'e.
Rome ResfOrtrrf ("FR") supplied hereunder is intended only to prevent the ignition and burning of fabric away from the point of high heat Impingement and to
be solf•exlingulshing upon removal of the ignition source. FR Items w+rllll not provide s'i,gncficanl protection from bourns in the immediate area of high hest concoct due to thermal
transfer through the fabric andfor destruction of the fabric in the area ot.such exposure. FR itdnt' axe designed lot condnruous weer 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.
V1is4hilco'aM omhani �s fnlended W Provide Improved consptrurity, of thewearer uanderdaylighl conditions and when flcamhinaled by a light source of sufficient rnndlepoworat'.night
.
11 its Customer's responslhllity to determine liar level of oonsafruily needed by wearers under spodflework condifoas Further, Customer agrees that Visibahy Morchandiso alone
does not ensnare consplcatlty of the woarer and that additional safety p auhons may be noressanry, The'Visibildy Merridnandiso supplied satisfied particular ANSMSEAstandards
only whare (troy were new and unused .and cmhty if to labeled. Customer acknowledges that usago'and laundering at Viability Merchandise may adversely affect Its ronspiculty.
Healthcare/Food-Related Customer acknowledges that: (1) Uri does not guarantee or warrant that the Merchandise selected by Customer or that processed garments
delivered by UniFirsl 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 rwpphod herounder is Merchandise se that: (1) UniFirst does notstock for whatever reason (inclituding due to style, color, size or brand); (2) consists of
non-UniFirst manufactured or customized FR Meroteandise; or (3) consists of Merchandise that has been permanently personalized (in all cases known as "Non -Standard
Merchandise"), then, upon the discontivarte of any Service hereunder al any time for any reason, including expiration, terrninafton, or ranceflatipie of this Agreement, with
or without cause, relation, of any Non -Standard Mdrehendll learn Customer's Service Progr'arn„ or daze to employer reductions (in each case a "Disconhrmance of Serwdco"),
C+a,$lomer will purchase at Vie finWt of such Discontinuance of Sorwice all affected Non -Standard Merchandise Items then in UARiall":s Inventory (in-servlca shelf, as wall 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 Agreemerel before the expiration date for any mason (other tii for UnlFirst's iralrfure under the
perforneance guarantee described abova), Customer will pay UniFlrst,'.as ldqu1dai damages and not as a penalty' ('the parties acknowlddgiing that actual damages would be
dificull to calculate with reasonable cortainty) an amount equal to 50 percent at the average weekly arnourels invoiced In the preceding 26 weeks, multiplied by the number
of weeks remanning In the current lean. 'Those damages will be in addiction to all other otrdigathoano or amounts owed by Customer to UralFirat, including the rolurn of Standard
Merchandise or payment of replacement charges, and the purchase of any Non -Standard Merchandise items as set forth herein.
Thls Agreement shall be governed by Massachusetts taw (excluglvo of choke of lai tf a dispule arises from or rulautes In any way to This Agreement or any alleged breach
thereof at any ttti the parlles will first affampi tlo resolve the claim ofdispute by nagotia6are at agrood limes(s) and locallcwe(a). All negdlialici are confidential and will be
treated as 641flenctoof negonrrions. Any matter' not resolved through direct negolcallons within 30 days shall be resolved exclusively by final and binding shiicratron, condui'ed
In the capital city of the state where Customer has its principal'. place of buustness (or some other location mutually arfreed, pursuant to the Expedited Rulrss of the Comrrifeclal
Arbitration Rules of me American Arbitration Association, and governed by the F'aderal Arbitration Act, to the exclusion of state law inconsistent therewith. The parties will agree
upon one ('I) Arbitrator to settle the controversy or claim. The successful or ut bisllmt'ially prevailing party In eery proceeding, including any appeals thereof (as determined by the
Arbilralodcourf) shall recover all of its costs and expenses including, wiffiout lumltotion, reasonable attorney fans, witness Mess, and discovery costs, all of which shall be included
in and as a pact of the or award rendered hereunder. This Provision torArbita'aton is specifically enroeceablo by the paht as;. the Arbitrator shall have no power to vary.
or Ignore the provisions hereof;. and, the decision of the Arbitrator in accordance herewith, may be entered in any court having junsdfchon tlhesaol. Custormer'ac awilial"a that,
with respect to all such disputes, it has voluntarily and knowingly waived any eight it may have to'a jury trial or to participate In a class action orclass hligallon as a raiani senlahve
of any other persons or as a member of any class of persons, or to consolidate its claims with tiuse of any other personsor class of parslms., if this prolul'bition against class
litigation is ruled to be unenforceable for any reason in any proceeding, then the prohibition against class litigation shall be void and of no force and effect in that proceeding.
MJSC'E�LLANEOUS. The partlas agree that this Agreement represents the entire agrourvi between then. In the event Customer Issues a purchase order to UnoFirat at
any time,none of tlla standard pro -printed terms and condiihons therein shall haves any application to This Agraemant or dry transactions aricurring pursuant hereto or t heraft
UntFlrwlmay, In its 5016 discretion, assign thin Agrearnenf. Customer' may not assign this Agreement wltlwaut the prior wrlktlen consent of UniFirdt. Customer agrees that In
the event it sells or tr'arnfels its business, It will rei the purchaser or eansleree to aseumrc am, rabrigahons acid responsibilities under this Agreement, provided that such
assuinipdon shall not rotleve CuMotrauer of its Ilab'llidi horoundor and provided harimor That any failure by a purchaser or transferee to assumo this Agroornenl shall ocri'a
breach and early lerminatlon of thi,p.Agreomant tasulting in the obfigdtlon to pay all amounts on account thereof asset forth In thls,Agreotrtont, Neither party will be llahlo for 'any
Incidental, con sequonllet, special, or punitive damages. In no avent shall UniHrst's agile agato liability to C'rde'lninar for any arid all dafnhs exceed the sum of all amounts acluafly
paid by C'ustamer 0 UiFln;t. In the event any proton of this A,greetri Is field by a court of compoli juhsdictlon or by a duly'.appointed arbitrator to be unenforceable, the
balance wllt remain In aff L All written notice$ pro III to UniFirst noes! be sent by cedified mail to the oftentkart of fine Location Manager. In Texas and martai'in other tocaroons,
UniFirst's business is conducted by, and the term "UniFirst" as used herein means, UniFirst Holdings, Inc. d.b.a. UnlFirst.
Form #1253R-Rev. 0522