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2022/03/01 Cintas The Safety Director Emergency Eyewash Service AgreementThe Safety Director ®Emergency Eyewash Service Agreement CUSTOMER INFORMATION Cintas Corporation No. 2 d/b/a Cintas First Aid and Safety (“Cintas”) will provide Customer the Self-Contained The Safety Director® Station(s) (“Eyewash Station(s)”) and Company Name (“Customer”):Service Start Date: Location Physical Address: TERMS AND CONDITIONS 1. Parties and Acknowledgment. This Agreement is between Cintas and Customer (individually, “Party”; together, the “Parties”). By signing this Agreement, Customer acknowledges it has received the entire Agreement and has read and understands all terms and conditions, including terms and conditions listed on page two. Any 2. Term; Renewal; Charges. The initial term of this Agreement is 36 months, commencing on the delivery date of the Eyewash Station(s) and related products to the Customer, (each a “Renewal Term”) unless Customer gives to Cintas written notice of the Customer’s intention not to renew at least 30 days prior to the expiration of the then-current term. Cintas shall charge Customer the above-referenced monthly price for use of the Eyewash Station(s) and related products and services (“Monthly Service Charge.”) Customer acknowledges, however, that Cintas’s costs may increase or other events may occur during the course of the Agreement warranting a price increase, and Cintas reserves the right to increase prices. If Cintas increases a price, Customer has the right to object in writing within 10 days of the notice of the increase. If Customer objects to the increase, Cintas has the right to terminate the Agreement. If Customer does not object, Customer is bound by the new prices. 3. Product. 4. Wall Mount Installation. If Customer chooses Wall Mount Installation, Customer acknowledges it is responsible for designating the location of the Eyewash Station(s). Cintas may choose not to install Eyewash Station(s) if technical issues are encountered (such as overcoming physical or technical barriers) or requirements are unusual or extensive, as determined by Cintas in its sole discretion. Customer acknowledges that, as part of any installation, Cintas may drill, cut, and otherwise alter improvements on the property (including walls and other surfaces). If Cintas must drill or cut in order to complete the installation, Cintas is not responsible for repairing the altered surface(s), including but not limited to, patching, covering, painting or texturing work. Further, at the end of the Agreement, Cintas shall not be responsible for any repairs necessitated by the removal of the Eyewash Station, including but not limited to, patching, covering, painting or texturing work. 5. Service; Frequency. also drain water from the Eyewash Station and replace the water with customer-supplied potable water and add water additive solution. Upon completion of the Eyewash Service, Cintas shall apply a tamper-evident seal, and date and initial the service tag. Each Eyewash Service will be performed quarterly, with each Eyewash Service being 6. Scope and Limitations of Service. The scope of Cintas’s responsibilities under this Agreement is limited to delivering the Product and performing Eyewash Services. regulatory guidance; or providing recommendations regarding the type, number, and placement or location of Eyewash Stations at Customer’s facility. Customer further agrees that Cintas has no responsibility to monitor the condition of the Product between Cintas’s periodic service visits. Customer further acknowledges that it bears sole responsibility for ensuring that Eyewash Stations, Product, and other eyewash equipment and other equipment at its facility satisfy ANSI, OSHA and all other applicable requirements. Customer expressly acknowledges that the status of the Product can change at any time subsequent to a service visit by Cintas and that Cintas is not responsible or liable for any such change in status, including but not limited to any change in signage. 7. Quality of Services. Cintas will deliver quality Eyewash Service. Any complaints about the quality of Cintas’s service not resolved in the normal course of business must be sent by registered letter to Cintas’s General Manager. If Cintas then fails to resolve any material complaint in a reasonable period of time, Customer may terminate this Agreement. 8. Ownership, Care of Product, Replacements, Repair, and Maintenance. Cintas maintains all right, title, and ownership of the Product. Customer agrees it will not alter, repair, or otherwise make changes to the Product. Customer agrees to protect Eyewash Station(s) and Product(s) from mishap and misuse. If an Eyewash Station requires repair due to ordinary wear and tear, Cintas shall, at its sole discretion, either perform the repair, provide Customer with a replacement Eyewash Station, or send the Eyewash Station for repair by the manufacturer at no charge to Customer. If Cintas, in its sole discretion, determines an Eyewash Station must be repaired due to mishap or misuse that occurred while in Customer’s possession, Cintas may charge Customer for the time, materials, and shipping involved in the repair of the Eyewash Station. In the event an Eyewash Station is lost, stolen, or damaged beyond repair, Customer agrees to pay a replacement cost of $750 (“Replacement Cost”). If replacement is necessary and the Eyewash Station is still subject to the Initial Term or a Renewal Term, the payment of the Replacement Cost does not release Customer of its obligations under the terms and conditions of this Agreement. If the 9. Knowledge and Access to Equipment and Premises. As Customer has superior and/or sole knowledge of its premises and Equipment, it shall provide Cintas with complete written documentation of the building’s layout and the location of the Product within the building. If Customer relocates Product between Eyewash Service visits, Customer shall report the relocation to Cintas prior to or during the next Eyewash Service Visit. Customer shall provide Cintas with access to all areas of the premises necessary for Cintas to perform the services. Customer bears the sole risk of loss for any loss, injury, or damages resulting from or related in any way to Customer’s failure to produce such written documentation and/or provide necessary access. BY SIGNING BELOW, CUSTOMER CERTIFIES THAT CUSTOMER HAS READ AND AGREED TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, INCLUDING THOSE PRINTED ON THE SECOND PAGE. Customer Signature:Date: Customer Name:Title: Phone:Email: PRODUCT PRICE / UNIT # OF UNITS MONTHLY PRICE The Safety Director® Station One-time Wall Mount Installation Fee (618333) The Safety Director® Emergency Eyewash Service Agreement, Page 1 of 2 Customer #: Attest: ___________________________ Stephanie Roseen, Acting City Clerk Approved as to Form: _________________________ Jeffrey T. Melching, City Attorney DocuSign Envelope ID: 81E2151E-1257-412C-B253-412307428FB1 City ManagerArmando G. Villa TERMS AND CONDITIONS (CONT.) 10. Cancellation; Return of Product. all remaining Monthly Service Charges owed through the end of the Initial Term and either shall return all Product subject to this Agreement or purchase Product for a cost of $750 per each set of Product. If cancellation is made during a Renewal Term, Customer shall pay a cancellation fee of $150 per each set of Product and either shall return all Product subject to this Agreement or purchase each set of Product for a cost of $299 each; the $150 cancellation fee(s), however, may be applied to the purchase price of each set of Product. At the end of the Agreement, Customer shall return the Product to Cintas in good working and physical condition, reasonable wear and tear expected, within 5 business days of the cancellation of this Agreement. 11. Manufacturer Recalls. Customer acknowledges that, from time to time, a Product may be subject to a voluntary recall initiated by the manufacturer and/or an involuntary recall initiated by the United States Food and Drug Administration. Under either or both scenarios, Customer agrees to cooperate fully with Cintas regarding timely execution of any transport any and all such Products away from the Customer’s locations and facilities for destruction or other processing. Cintas may supply Customer with alternate Products having similar functions and characteristics to the recall-affected Products. 12. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS. CUSTOMER ACKNOWLEDGES THAT ALL PRODUCT PURCHASES UNDER THIS AGREEMENT WILL BE SUBJECT TO THE WARRANTY PROVIDED BY THE MANUFACTURER OF THE PRODUCT AND NOT CINTAS. CUSTOMER ACKNOWLEDGES THAT CINTAS MAKES NO WARRANTY, REPRESENTATION, COVENANT OR GUARANTEE, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SALE OF THE GOODS AND/OR SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO MODIFICATION, WAIVER, OR AMENDMENT OF THIS DISCLAIMER SHALL BE DEEMED EFFECTIVE UNLESS MADE IN A WRITING DRAFTED BY CINTAS FOR THIS EXPRESS PURPOSE THAT IS (I) SIGNED BY CINTAS, (II) EXPLICITLY USES THE TERM “WARRANTY” IN ITS TITLE, (III) SPECIFICALLY REFERENCES THIS AGREEMENT; AND (IV) EXPLICITLY AND UNAMBIGUOUSLY DESCRIBES WHAT ADDITIONAL WARRANTY(IES) ARE BEING OFFERED TO CUSTOMER PURSUANT TO THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT THIS EXPLICITLY EXCLUDES ANY OF CINTAS’S SALES MATERIALS, CIRCULARS, WEBSITES, OR OTHER ADVERTISING MATERIALS OF ANY TYPE FROM CREATING ANY WARRANTIES UNDER THIS AGREEMENT, AND CUSTOMER REPRESENTS AND WARRANTS THAT IT IS NOT RELYING UPON ANY SUCH MATERIALS FOR THIS PURPOSE. 13. LIMITATION OF CINTAS’S LIABILITY; LIQUIDATED DAMAGES. Customer acknowledges that Cintas’s Monthly Service Charges are based on the value of services provided and the limited liability provided under this Agreement and not on the likelihood or potential extent or severity of injury (including death) to Customer or others. Customer further acknowledges and agrees that Cintas cannot predict the potential amount, extent, or severity of any damages or injuries that Customer or others may incur due to the failure of any Product or Eyewash Service to work as intended. IF CINTAS OR ITS REPRESENTATIVES ARE HELD LIABLE FOR ANY REASON FOR ANY LOSS, INJURY, OR DAMAGES OF ANY KIND THAT ARISES OUT OF, RESULTS FROM, OR IS RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSSES, INJURIES OR DAMAGES RESULTING FROM CINTAS’S SOLE OR PARTIAL NEGLIGENCE, WHETHER ACTIVE OR PASSIVE), CUSTOMER AGREES AND WARRANTS THAT CINTAS’S AND ITS REPRESENTATIVES’ COLLECTIVE LIABILITY TO CUSTOMER, ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, INVITEES, AND ANY THIRD PARTY SHALL BE LIMITED EXCLUSIVELY TO $1,000 AS LIQUIDATED DAMAGES. If Customer wishes to increase the limitation of liability, Customer may, as of right, enter into a supplemental agreement with Cintas to obtain a higher limit by paying an additional amount consistent with the increase in liability. CUSTOMER AGREES THAT THE LIMITS ON THE LIABILITY OF CINTAS AND THE WAIVERS SET FORTH IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN CINTAS, CUSTOMER, AND ANY OTHER AFFECTED PARTIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT WERE CINTAS TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE, IT WOULD NOT PROVIDE THE PRODUCTS AND EYEWASH SERVICES. Neither Party shall be liable to the other or any other person for any incidental, punitive, speculative, or consequential pursuant to Section 16. 14. Disputes. arbitration. The arbitration shall be conducted pursuant to applicable Ohio arbitration law. EACH PARTY, ON BEHALF OF ITSELF AND ALL OF ITS INSURER(S), WAIVES TRIAL BY JURY IN ANY ACTION BETWEEN CUSTOMER AND/OR INSURER AND CINTAS, AND CUSTOMER IRREVOCABLY WAIVES ANY RIGHT TO CLASS REPRESENTATIVE CLAIMS (WHETHER AS A CLASS MEMBER OR CLASS REPRESENTATIVE) AND ANY RIGHT TO HAVE SUCH DISPUTE CONSOLIDATED OR CONSIDERED IN CONJUNCTION WITH ANY OTHER CLAIM OR CONTROVERSY OR AS A PART OF ANY OTHER PROCEEDING. The exclusive jurisdiction and forum for resolution of any such dispute shall lie in Warren County, Ohio. 15. Cintas not an insurer. Customer acknowledges and agrees that neither Cintas nor its Representatives are insurers and that no insurance coverage is provided by this Agreement. Customer understands and agrees that it is Customer’s sole responsibility to obtain and maintain insurance coverage for costs, expenses, losses and damages, including related to the Eyewash Stations. Customer releases and waives all rights of recovery against Cintas by way of subrogation. CUSTOMER ACKNOWLEDGES AND AGREES THAT CINTAS ASSUMES NO RESPONSIBILITY FOR, NOR SHALL IT HAVE ANY LIABILITY FOR, CLAIMS MADE AGAINST IT, INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF AN EYEWASH STATION TO OPERATE EFFECTIVELY OR AS DESIGNED. 16. CUSTOMER RELEASES AND AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CINTAS AND ANY/ALL OF ITS SUBCONTRACTORS, AGENTS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF ANY TYPE FROM LIABILITY FOR ANY AND ALL LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR TYPE, UNDER ANY LEGAL, EQUITABLE OR OTHER THEORY, THAT MAY OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH, OR AFTER THE EXECUTION OF THIS AGREEMENT RELATED IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT OR PERFORMANCE UNDER THE AGREEMENT, INCLUDING (BUT NOT LIMITED TO) THE IMPROPER OPERATION OR NON-OPERATION OF THE PRODUCT(S) OR EYEWASH SERVICE(S). THIS OBLIGATION INCLUDES (BUT IS NOT LIMITED TO) ANY CLAIM, DEMAND, SUIT, LIABILITY, DAMAGE, JUDGMENT, LOSS, EXPENSES, ATTORNEYS’ FEES, AND COSTS, THAT MAY BE ASSERTED AGAINST OR INCURRED BY CINTAS OR ITS SUBCONTRACTORS, AGENTS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES BY CUSTOMER OR ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CUSTOMER’S INSURANCE COMPANY, ADMINISTRATIVE BODY OR AUTHORITY, OR CUSTOMER’S EMPLOYEES) FOR ANY EXPENSE, LOSS, OR DAMAGE CAUSED BY OR CONTRIBUTED TO IN ANY WAY, OR ALLEGED TO BE CAUSED BY OR CONTRIBUTED TO IN ANY WAY, BY ANY ACT, OMISSION, OR FAULT OF CINTAS OR ITS SUBCONTRACTORS, AGENTS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES. THIS OBLIGATION EXTENDS TO, WITHOUT LIMITATION, STATUTORY CIVIL DAMAGES, ECONOMIC DAMAGES, PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE (REAL AND PERSONAL) ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) ANY CLAIMS BASED UPON BREACH OF THE AGREEMENT, STRICT LIABILITY, REQUESTS FOR OR RIGHTS OF SUBROGATION OR CONTRIBUTION, INDEMNIFICATION, WRONGFUL DEATH, AND NEGLIGENCE (WHETHER ACTIVE OR PASSIVE, AND INCLUDING CLAIMS BASED UPON CINTAS’S SOLE, PARTIAL, OR JOINT AND SEVERAL NEGLIGENCE OF ANY TYPE OR DEGREE), AND ANY OTHER CLAIM, WHETHER BASED UPON OR ARISING UNDER CONTRACT, TORT, LAW, OR EQUITY. CUSTOMER FURTHER RELEASES AND WAIVES ANY RIGHT OF SUBROGATION THAT IT, ANY INSURER, OR ANY OTHER THIRD PARTY MAY HAVE DUE TO OR FOR ANY SUCH CLAIM, LOSS, OR DAMAGE. THE CUSTOMER’S DEFENSE, HOLD HARMLESS AND INDEMNIFICATION OBLIGATIONS SHALL ALSO EXTEND TO INJURIES OR DEATH SUSTAINED BY CUSTOMER’S EMPLOYEES AND SHALL NOT BE LIMITED BY ANY APPLICABLE WORKERS’ COMPENSATION LAW AND CUSTOMER EXPRESSLY WAIVES ANY STATUTORY OR CONSTITUTIONAL WORKERS’ COMPENSATION IMMUNITY UNDER APPLICABLE LAW WHICH WOULD OTHERWISE LIMIT ITS INDEMNIFICATION OBLIGATIONS HEREUNDER. Cintas reserves the right to select counsel to represent it in any such action. 17. Force Majeure. Cintas shall not be responsible or liable for failure to perform attributable to any cause or contingency beyond its reasonable control including, without limitation, act of God; embargo; war; riot; unusually severe weather; accidents; political strife; act of terrorism; delay in transportation; compliance with any regulation or directive of any national, state, or local government, or any department or agency thereof; or any other cause which by the exercise of reasonable diligence Cintas is unable to overcome. 18. Limitation of Action. ANY ACTION BY CUSTOMER AGAINST CINTAS OR ANY SUBCONTRACTOR MUST BE COMMENCED WITHIN ONE YEAR OF THE ACCRUAL OF THE CAUSE OF ACTION OR THE ACTION SHALL BE BARRED, REGARDLESS OF ANY OTHER STATUTE OF LIMITATION OR REPOSE THAT MAY APPLY TO THE CLAIM UNDER STATE OR FEDERAL LAW. 19. Governing Law. To the greatest extent permitted by law, this Agreement shall be governed by the laws of the State of Ohio. 20. Severability. The invalidity or unenforceability of any provision, section, or portion of a section of this Agreement shall not affect the validity or enforceability of any other provision or section. 21. Updated Terms and Conditions and Policies. Customer acknowledges and agrees Cintas may send copies of its various policies to Customer, including, but not limited to, amendments to these Terms and Conditions via e-mail or make them available via a web page or other similar mechanism and that these policies are incorporated and made part of this Agreement. Customer acknowledges and agrees its continued request for service pursuant to this Agreement and/or use and/or acceptance of the Products and Eyewash Services constitute acceptance of any such updated Terms and Condition. 22. Notices. 23. Authority to Execute Agreement. necessary entity action(s), and (ii) this Agreement constitutes a valid and binding obligation as to it, enforceable against it in accordance with its terms. The person signing this Agreement on behalf of Customer expressly represents and warrants that he or she has all authority necessary to bind Customer to its terms. 24. Assignment. This Agreement cannot be assigned by the Customer without the prior written consent of Cintas, which will not be unreasonably withheld. Cintas has the right to assign this 25. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, agreements, and understandings with respect thereto, and any terms and conditions set forth in subsequent purchase orders or other documents issued by is in writing and signed by each of Customer and Cintas. A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. The Safety Director ® Emergency Eyewash Service Agreement, Page 2 of 2 DocuSign Envelope ID: 81E2151E-1257-412C-B253-412307428FB1