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071-10 - Aramark Uniform Services - Contract Amendment 1Amendment No. 1 Contract No. 071-10 aramark' Master Account: 937490-000 SERVICE AGREEMENT 792103-241 Customer #: 792103240 rum/nme.re Q.—lrn I n #l# if- m Ifl j. I ... fin ... Iie11 r...• orb G:IIII.- AAA.- llf Aiff- n 1 1-800-ARAMARK aramarkuniform.com Use only for current customers CUSTOMER NAME: CITY OF PORT ORCHARD CUSTOMER NAME: ADDRESS: ADDRESS: CITY/STATE/ZIP: CITY/STATE/ZIP: "There will be an extra charge reflected on your invoice for any non-standard sized garments. STLOChar $7.00 _ Company Emblem $2,50 Preparation Charge $2.50 Other Emblem $2.50 _ Bill Assure } 30.0% Name Emblem $2.50_ I Mufti -day Slop Charge Other Charges/Services: Aramark Uniform Services (AUS) will provide Customer with a uniform, apparel and/or allied product (Merchandise) rental, lease and/or processing of customer -owned -goods program. Customer agrees to pay for all of Customer's requirements for rented and/or leased Merchandise according to the terms and conditions of this Agreement and any addendums (which constitute our entire agreement), including increases in inventories or additions in Merchandise. A rental program will be provided unless otherwise specified. AUS will provide regularly scheduled deliveries of rented Merchandise, freshly processed, repaired and finished, and will replace rented and leased Merchandise that is wom out through normal wear at no additional charge. Customer may reduce standard Merchandise and services to accommodate normal turnover of employees. Customer must notify AUS of an employee's termination and will promptly return Merchandise issued to that employee. All other Merchandise reductions may be made with the approval of AUS. Customer agrees that AUS is its exclusive provider of rented and/or leased Merchandise and related services. This Agreement is effective on the date of the last signature to this Agreement, and will continue for 60 consecutive months following the later of such date or the date Merchandise is first installed. This Agreement will automatically renew for consecutive like terms unless either party gives the other party written notice of termination at least 60 days before the end of the then current term by certified mail, return receipt requested. All rented or leased Merchandise is the property of AUS. Rented and leased Merchandise that is lost or ruined will be promptly paid for by Customer at the then current replacement charge; except for Merchandise ruined through normal wear, ruined Merchandise covered by EasyCare®, lost Merchandise covered by Inventory Maintenance and Merchandise covered by Bill Assure. Terms and Conditions Continued on Next Page SA(FRMd43 07M) AN EQUAL OPPORTUNITY AFFIRMATIVE ACTION EMPLOYER TERMS AND CONDITIONS (continued) If an "EasyCereC charge is Included, AUS will replace the corresponding Merchandise that is ruined without any additional ruln charge Merchandise that is ruined as a result of Intentional abuse is not covered by EesyCai and Customer is still responsible for preparation, name and emblem charges Either party may discontinue EasyCere®by providing wdllen notice to the other party, In which case standard ruin charges will apply If an 'Inventory Maintenance' charge Is Included, AUS will replace the corresponding Merchandise that Is lost by Customer without any additional loss charge. Merchandise that is lost as a result of wilful misconduct is not covered by Inventory Maintenance If a'Bid Assure" charge is included. AUS will replace rented or leased Merchandise that is lost or ruined without any additional loss or ruin charges Merchandise that is lost or ruined as a result of willful misconduct or Intentional abuse is not covered by BIII Assure and Customer is s[lll responsible fof preparation, name and emblem charges Either party may discontinue Bill Assure al any fime by providing written notice to the other party, in which case standard loss and ruin charges win apply Each year, on or after the beginning of the month In which the anniversary date of this Agreement occurs. AUS may increase the charges then In effect by the greater of the percentage change in the Consumer Price Index over the previous 12 months or 5% In addition, charges may be fumharincreased upon millen notice (which may be by Invoice or monthly statement), Customer may reject any such additional increase by notifying AUS in writing within 15 days of receiving notice of such Increase If Customer rejects an additional Increase, AUS reserves the fight to terminate this Agreement in whole or in part In consideretion of the sizeable investment AUS is making in Merchandise, Customer agrees [hat AUS may Impose minimum per Invoice recurring Merchandise charges equal to the greater of (a) $25 or (b) 75% of the vrifial amount of such charges AUS will charge customer for every week during this Agreement even it Customer requests reduced or no service for a particular week or weeks For customers extended credit. payment terms are nal 10 days after the end of the month of delivery A late payment charge equal to the lesser of 1.5% per month (18% per year) or the maximum permitted by IevvAII be charged by AUS on an past due amounts_ AUS may elect at any lime to revoke credit privileges Customer acknowledges that a signed invoice is not required for payment Cusbnnermeybe assessed a returned check fee of $25.00, Customer is responsible for ail sales and use taxes Service Guaranty. Customer may terminate this Agreement al a location for makrlal denciencies In service at such location by informing AUS in writing (by certified mail, return receipt requested) of the precise nature of the service d efiaendes and allowing AUS at least 30 days to corrector begin to coned the deficiencies. If AUS has not corrected or begun to correct [he deficiencies at the location, Customer may then terminate this Agreement at the location by giving AUS 30 days written notice (by caddied mall, return receipt reques led)conlalning an explanation of the material deficiencies that AUS has not begun to correct While AUS will wort: in good faith to resolve briefly communicated issues, Customer agrees that the above writings -based procedure must be followed to terminate Iris Agreement Customer agrees to pay all loss or ruin charges and all unpaid statements upon any lerminetton or expiration of this Agreement EasyCere®, Inventory Maintenance and BIII Assure der not cover last orruined Merchandise identified In connection with any termination or exptralm of INs Agreement If Customer breaches this Agreement or terminates this Agreement early (except in accordance with the above Service Guaranty), in whole or In part, Customer agrees to pay AUS liquidated damages (intended as a good faith pre -estimate of the actual damages AUS would incurand not as a penalty), equal to the greaterof (a) 509E of the average weekly charges during the three months prior to termination multiplied by the number of weeks remaining In the current term, or (b) a buyback of all Merchandise in Inventory at the then current By signing below, Customer agrees to erderthe merchandise and services referenced herein and l ilher agrees to the Isms and condillons contained in this Agreement Unless specified In writing In this Agreement, the Merchandise supplied Is not game resistant or resistant to hazardous substances and is not designed for use In areas where It may catch fire orwhere contact with hazardous substances Is possible Customer agrees to indemnify, defend and hold AUS harmless from and against any loss, claim, expense, including ahomey's fees, or liability incurred by AUS as a result of the use of the Merchandise In areas where contact with games or hazardous substances Is Possible or where It is alleged [het the Merchandise was not appropriate for the actual use. Customer wil Immediately notify AUS of any toxic or hazardous substance Introduced onto the Merchandise and agrees to be responsible for any loss, damage or Injury experienced by AUS or its employees as a result of the existence of such substances AUS reserves the right not to handle or process any Merchandise soled with toxic or hazardous substances. For reflective Merchandise, any garments supplied satisfy specificANSIASEA standards only if so labeled. Customer acknowledges that AUS makes no reprosenlallon, warranty or covenant regarding the visibility performance of any reflective Merchandise and that reflective properties may be reduced or ultimately lost through laundering. Customer Is responsible for delennining Ifaddltionel safety measures ere needed under specific conditions Customer agrees that Customer has selected the Merchandise and is responsible for determining Its appropriateness and for the safe and proper use, placement and securing of the Merchandise Except as set forth herein, the Merchandise and related services are provided 'es Is" without warranty of any kind, whether express or implied or statutory. and AUS disclaims any and all Implied warranties, Including but not limited to any implied warranties of merchantability, fitness for a particular purpose, good and workmanlike manner and non infringement of third party rights. In no event will AUS, Its OR [ales and their respective officers, directors or employees be liable to Customer for any Indlrecl, special, Incidental, consequential (Including lost revenue or profits), punitive or extraordinary damages. Any controversy or claim arising out of or relating to this Agiesrrie dwig be settled by binding arbitration administered by the AmedcanArbilration Association under its Commercial Arbitration Rules, and judgment on en arbitration award may be entered in any court having jurisdiction The parties agree to utilize a single arbltrator and the most expedited process available in tie forum where the arbitration is held In this business -to - business Agreement, the terms are tailored to your specific requirements Based on the foregoing, you agree to waive any right to bring any class andlor representative action based on any business dispute(s) between us In the event any action, lawsuit or arbitration is required to be brought for collection of any amount due undarthis Agreement, Customer agrees to pay all Al hues and costs Involved in collection, Including reasonable anamey's fees. The performance of AUS's dudes under [his Agreement may be subject to circumstances beyond AUS's control, including strikes, lockouts, product availability, government acts, were, and acts of God. AUS's failure to perform under this Agreement because of such events will not be considered a breach If Customer sells or Iransfens its business (whether by asset sale, stock sale or otherwise), Customer agrees to require the new ovmer oraparstor to assume and become bound by this Agreemenl Customer confirms that, by signing this Agreement, Customer will not breach any existing contract and the person signing this Agreement is duly authorized to do so The parties expliclYy acknowledge and agree that this Agreement may be signed electronically and in counterparts and that a signed copy of [his Agreement deliveredby e-mail or other means of electronic, transmission shall be deemed to have the same legal effect as delivery of an original signed copy of [his Agreement This Agreemenlls not binding on AUS until executed by the General Manager of the AUS facility that will provide service to Customer This Agreement can only be amended In wnnng signed by an AUS General Manager Aramark Uniform services, a mvislon of Aremed Uniform & Career Apparel. LLC CITY OF PORT ORCHARD 'a 2 e!1LL O' / Madrldf Davis. D'Rkfc( Manager Name of Customer Customer ones-Number�7 Ararri Represerdalve Name a TillerData al Name & Title of Customer Contact S' Are presentative B Date/- Date �' / Signature of Aulhor_¢ 1 9EdnRthf esentative .4%-2) Signature • AremenA General Manager sA lrasramv2 rrsot . SEAe I A+ e s, e I..' .-M1r'!r3��