HomeMy WebLinkAboutContracts & Agreements_145-2025AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of as needed uniform rentals ("Agreement") is made and
entered in this I" day of July, 2025 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City") and Vestis Uniforms and Workplace Supplies, Inc., a Delaware
corporation. ("Contractor"). City and Contractor are sometimes individually referred to herein as
a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein,
City and Contractor agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to perform as needed uniform rental services for City (the
"Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of this agreement including, but not limited to, any applicable State prevailing
wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may reasonably
assist Contractor in performing the Services.
3.2 City designates Tabitha Crocker, Facilities and Community Services Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 The Services shall commence on July 1, 2025. Contractor shall perform and complete the
Services in a prompt and diligent manner in accordance with the schedule set forth in
Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein
by this reference.
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4.2 The term of this Agreement shall be for a period of one (1) year from the Effective Date of
this Agreement commencing on July 1, 2025 - June 30, 2026 (the "Initial Term"). The
City shall have the option to extend the Initial Term of this Agreement by two (2) additional
one-year terms (each, an "Extended Term"), on the same terms and conditions, by
providing written notice to Contractor at least thirty (30) days prior to the expiration of the
Initial Term or any Extended Term. The Initial Term and the Extended Terms are hereby
collectively, referred to herein as the "Term" of this Agreement.
4.3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 Total compensation for Contractor's performance of the Services shall not exceed the
amount of Five Hundred Twenty Thousand Dollars ($520,000). For the Initial Term and
each Extended Term, City shall pay Contractor on a time and materials basis up to the not
to exceed amount in accordance with Exhibit `B," titled "Fee Schedule," which is attached
hereto and incorporated herein by this reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed during
the preceding month. Contractor's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom.
City shall pay Contractor no later than thirty (30) days after receipt and approval by City
of Contractor's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY CONTRACTOR
City Clerk Randall Mann, Territory Manager
City of Redlands Vestis Uniforms and Workplace Supplies, Inc.
35 Cajon Street 1135 Hall Ave.
P.O. Box 3005 (mailing) Riverside, CA 92509
Redlands, CA 92373 randall.mann@vestis.com
jdonaldson@cityofredlands.org (540) 522-6610
(909) 798-7531
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ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not perform
any Services unless and until the required insurance listed below is obtained by Contractor.
Contractor shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self -insured or exempt from the workers' compensation laws of
the State of California. Contractor shall execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses and liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Contractor,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Contractor's Services. Contractor further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
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7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such,a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and, in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302,
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account only,
and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
C\cmo\Agroemenls\Veslis Uniforms and Workplace Supplies, Inc. Agreement FY25-0100.docx-ms
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractor at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Contractor. Upon receipt of a
termination notice, Contractor shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, drawings, specifications, reports, summaries and such other
information and materials as may have been accumulated by Contractor in performing the
Services. Contractor shall be compensated on a pro-rata basis for Services completed up to
the date of termination,
8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Contractor.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of this Agreement.
CITY OF REDLANDS
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13y:
Mario Saucedo, Mayor
ATTEST:
ne Donaldson, City Clerk
VESTIS UNIFORMS AND WORKPLACE
SUPPLIES, INC.
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Randall Mann, Territory Manager
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EXHIBIT "A"
SCOPE OF SERVICES
The following include the General Service Requirements to be provided as -needed and the
Uniform Specifications:
GENERAL SERVICE REQUIREMENTS:
- Weekly pick up and delivery of garments
Service shall include all laundering and maintenance charges
- Free repairs, replacements and upgrades proactively and as necessary
- Professional on site fitting on initial installation, at no charge
- 1 week turnaround on all new employees upon request
- Cancelation of employees upon request from point of contact, at no charge
- Loss charges for any uniforms that are not returned must be charged within 2 weeks of
cancelation of employee
- New garments on installation
UNIFORM
- Color Availability
- Performance shirts: Yellow/gray AND Yellow/Navy Blue
- Pants: Charcoal gray and Navy Blue
- Size Availability
- Shirts: S - XXXL
- Pants size range: Waist: 28" - 50" Length: 28" - 36"
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EXHIBIT "B"
FEESCHEDULE
Item
No.
Item Description
Unit of
Unit Price
Section
Measure
Shirt - Performance Two
Per Uniform
Uniform
Tone Hi -Visibility Shirt *
1.
Rental— Tops
Long* Sleeve as per Spec
$ .806
Shirt - Performance Two
Per Uniform
Uniform
Tone Hi -Visibility Shirt
2.
Rental- Tops
*Short* Sleeve as per spec
$ .806
Per Uniform
Uniform
Shirt - One Tone Polo
3.
Rental- Tops
Shirt as per Spec
$ .591
Per Uniform
Uniform
Rental-
Pants- Performance Shop
4.
Bottoms
Pants as per s ee
$ .573
Per Uniform
Uniform
Rental-
Pants- Performance Shop
5.
Bottoms
Caro Shorts as per s ee
$ .531
Per Uniform
Uniform
Pants - Performance Jean
6.
Rental-
Cut Pants as per s ee
$ .89
Weekly service fee, as per
Per week
specification "General
7.
Service Requirements
$ 15.00
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this ,State.
(b) By securing from the Director of Industrial I-clations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
_I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against I iability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will curnply with such provisions before
commencing the perfonnancc of the work and activities required or permitted under this
Agreement. (Labor Code § 1861 ).
I affirnn that at all tines, in performing the work and activities required or permitted under
this Aure.ement, I shall not e,nplo;y any person in, any manner Such that I become subject to the
wo,"kers' compensation laws of C alifornia. However, at any tir-Lie, if I employ any person sricla that
I become subject to the workers' conipensation laws of California, immediately I shall provide the
City 1,vith a certificate of consent ±o self -insure, or a certification of worker-,' com-pens tion
insurance.
I certify under pen alty ofperiur-y u n.der the laws of the State of California that the intbrr atlon and
representations made in this certificate are true and co=-rect.
VESTIS UTJ\1H 0RTMS AND WORKPLACE
SUPP).'JFS, DIC
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