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Cintas Representative Initials:Customer Initials: Page 2 of 6
<br />Rev. 9.24.24
<br />OMNIA PARTICIPATING PUBLIC AGENCIES TERMS
<br />CINTAS GENERAL SERVICE TERMS SECTION
<br />1.Participating Public Agencies: Cintas Corporation No. 2 (“Cintas”) agrees to extend the same terms, conditions, and covenants agreed to under the OMNIA Vendor
<br />Agreement executed between Cintas and University of Nebraska (the “Master Agreement”) to other government agencies (“Participating Public Agencies”) that, in
<br />their discretion, desire to access the Master Agreement in accordance with all terms and conditions contained herein or attached hereto. Each Participating Public
<br />Agency will be exclusively responsible and deal directly with Cintas on matters relating to length of agreement, ordering, delivery, inspection, acceptance, invoicing,
<br />and payment for products and services in accordance with the terms and conditions of the Master Agreement. By executing this Acceptance Agreement, the Customer
<br />identified on Page 1 herein agrees to be bound by the terms and conditions set forth in the Master Agreement as a Participating Public Agency and the terms and
<br />conditions set forth in this Acceptance Agreement. Master Agreement #001299 available at https://www.omniapartners.com/publicsector.
<br />2.Dispute Resolution – Arbitration and Class Waiver: This provision shall take precedence over and supersede any contrary or conflicting provision in the Master Agreement.
<br />a. Arbitration Notice: Customer agrees to the maximum extent permitted by law that any dispute, controversy, or claim arising out of or relating to this Acceptance
<br />Agreement (including its enforcement, performance, breach, arbitrability, or interpretation) or to the products or services provided hereunder will be submitted
<br />to and resolved by final and binding individual arbitration. ARBITRATION MEANS THAT AN ARBITRATOR, AND NOT A JUDGE OR A JURY, WILL DECIDE THE
<br />DISPUTE, CONTROVERSY, OR CLAIM. BY ACCEPTING THESE TERMS, YOU AND CINTAS ARE EACH EXPRESSLY WAIVING THE RIGHT TO A TRIAL BY JURY
<br />AND TO PURSUE OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE CLAIMS OR PROCEEDINGS EITHER IN ARBITRATION
<br />OR IN ANY COURT. To the extent a class or collective action or representative claim or proceeding may not be waived, you agree to stay any such actions, claims,
<br />and proceedings until after all actions, claims, and proceedings subject to arbitration are fully resolved.
<br />b. Arbitration Procedures: Any arbitration between Customer and Cintas will be governed by the Commercial Dispute Resolution Procedures and the Supplementary
<br />Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Acceptance
<br />Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or
<br />by contacting Cintas. Any arbitration hearings will take place in the state in which Customer is located; provided, however, that if the claim is for $10,000 or less,
<br />Customer may choose for the arbitration instead to conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a telephonic hearing.
<br />The arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
<br />c. Fees: Arbitration fees will be assessed consistent with the AAA Rules.
<br />d. No Class Actions in Arbitration or in Any Court, No Jury Trial: CUSTOMER AND CINTAS AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY
<br />LAW, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
<br />PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN ANY COURT. FURTHER, UNLESS BOTH CUSTOMER AND CINTAS
<br />AGREE OTHERWISE, AN ARBITRATOR OR JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PARTICIPATING PUBLIC AGENCY’S CLAIMS AND MAY NOT
<br />OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
<br /> FOR THE AVOIDANCE OF DOUBT, CUSTOMER AND CINTAS AGREE TO RESOLVE ANY DISPUTE ON AN INDIVIDUAL, NON-REPRESENTATIVE, NON-CLASS
<br />BASIS IN ARBITRATION, BUT IF FOR ANY REASON SUCH DISPUTE PROCEEDS IN COURT, CUSTOMER AND CINTAS AGREE TO WAIVE ANY RIGHT TO HAVE
<br />THE DISPUTE PROCEED AS A CLASS ACTION OR IN ANY REPRESENTATIVE CAPACITY WHATSOEVER. IF THE DISPUTE PROCEEDS IN COURT, CUSTOMER
<br />AND CINTAS AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
<br />e. Enforceability: If the requirement to submit any and all disputes, controversies, and claims to binding arbitration is found to be unenforceable or contrary to
<br />applicable law, the dispute, controversy or claim will be resolved in accordance with, and governed by, the laws of the State in which the Participating Public
<br />Agency exists.
<br />f. Severability: If any section or provision of this ¶ 2, Dispute Resolution – Arbitration and Class Waiver, is found to be unenforceable or invalid, the parties will
<br />substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions of the parties, and the remainder
<br />will be given full force and effect.
<br />3.Dispute Resolution – Timing of invoice challenges: Requests for an invoice adjustment or challenges to invoice amounts must be received by Cintas within 60 days of
<br />Customer’s receipt of the contested invoice, or any billing dispute is waived. Notification to Cintas of a request for an invoice adjustment must be made in writing and
<br />must include the invoice number, disputed amount, and the reason for the disputed charge.
<br />4.In the event of any conflict between this Acceptance Agreement and the Master Agreement, the Master Agreement shall prevail, except to the extent this Acceptance
<br />Agreement specifically provides that it is superseding a provision in the Master Agreement.
<br />PLEASE READ THESE TERMS CAREFULLY. BY SIGNING THIS ACCEPTANCE AGREEMENT, YOU ACKNOWLEDGE
<br />THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS.
<br />1.Prices: Customer agrees to rent from Cintas, and Cintas agrees to provide to Customer, all of Customer’s requirements for uniform rental products and services at the
<br />prices listed in the Master Agreement, including annual price adjustments. An amendment to this Acceptance Agreement is not required when pricing in the Master
<br />Agreement is updated and adjusted. There will be a minimum charge of thirty-five dollars ($35.00) or 50% of initial invoice (whichever is greater) per delivery (the
<br />“Minimum Stop Charge”) for each Customer location required to purchase its rental services from Cintas as set forth in this Acceptance Agreement. The Minimum Stop
<br />Charge shall supersede any conflicting or different term in the Master Agreement.
<br />2.Buyback of Non-Standard Garments: Customer has ordered from Company a garment rental service requiring garments that may not be standard to Company’s
<br />normal rental product line or include direct embroidery or an unusual emblem placement. Non-standard items will also include standard garments that have been
<br />embroidered. Those non-standard products will be designated as such under Garment Description in the Uniform Product Rental Pricing Chart(s). In the event the
<br />Customer deletes a non-standard product, alters the design of the non-standard product, fails to renew the Agreement, or terminates the Agreement in whole or in
<br />part for any reason, the Customer agrees to buy back all remaining non-standard products allocated to Customer that the Company has in service and out of service at
<br />the then current Loss/Damage Replacement Values.
<br />3.Garments’ Lack of Flame Retardant or Acid Resistant Features: Unless specified otherwise in writing by Cintas, the garments supplied under this Acceptance
<br />Agreement are not flame retardant or acid resistant and contain no special flame retardant or acid resistant features. They are not designed for use in areas of
<br />flammability risk or where contact with hazardous materials is possible. Flame resistant and acid resistant garments are available from Cintas upon request. Customer
<br />warrants that none of the employees for whom garments are supplied pursuant to this Acceptance Agreement require flame retardant or acid resistant clothing.
<br />4.Logo Mats: In the event that Customer decides to delete any mat bearing the Customer’s logo (Logo Mat) from the rental program, changes the design of the Logo
<br />Mats, terminates this Acceptance Agreement for any reason or fails to renew this Acceptance Agreement, the Customer will purchase at the time of deletion, design
<br />change or termination, all remaining Logo mats that Cintas has in service and out of service held in inventory at the then current Loss/Damage Replacement Value.
<br />5.Adding Employees: Additional employees and merchandise may be added to this Acceptance Agreement at any time upon written or oral request by the Customer to
<br />Cintas. Any such additional employees or merchandise shall automatically become a part of and subject to the terms of this Acceptance Agreement. If such employees
<br />are employed at a Customer location that is then participating under this Acceptance Agreement, the Customer shall pay Cintas the one-time preparation fee
<br />indicated on the Master Agreement and / or outlined above. Customer shall not pay Cintas any one-time preparation fee for garments for employees included in the
<br />initial installation of a Customer location. There will be a one-time charge for name and/or company emblems when employees are added to the program in garments
<br />requiring emblems.
<br />6.Emblem Guarantee: If Customer has requested that Cintas supply emblems designed exclusively for Customer featuring Customer’s logo or other specific
<br />identification (hereinafter “Customer Emblems”), Cintas will maintain a sufficient quantity of Customer Emblems in inventory to provide for Customer’s needs and
<br />maintain a low cost per emblem through quantity purchases.
<br />In the event Customer decides to discontinue the use of Customer Emblems, changes the design of the Customer Emblems, terminates this Acceptance Agreement
<br />for any reason or fails to renew this Acceptance Agreement, the Customer will purchase at the time of deletion, design change, termination or expiration, all remaining
<br />Customer Emblems that Cintas allocated to Customer at the price indicated on the Master Agreement and / or outlined above of this Acceptance Agreement. In no
<br />event shall the number of Customer Emblems allocated to Customer exceed the greater of (a) twelve (12) months’ volume for each unique Customer Emblem or (b) a
<br />quantity agreed to by Cintas and Customer and noted on the Master Agreement and / or outlined above.
<br />7.Terminating Employees: Subject to the provisions of this Acceptance Agreement, the weekly rental charge attributable to any individual leaving the employ of the
<br />Customer, or on a temporary leave of absence of three (3) weeks or more, shall be terminated upon oral or written notice by the Customer to Cintas but only after all
<br />garments issued to that individual, or value of same at the then current Loss/Damage Replacement Values, are returned to Cintas.
<br />8.Replacement: In the event any merchandise is lost, stolen or is not returned to Cintas, or is destroyed or damaged by fire, welding damage, acid, paint, ink, chemicals,
<br />neglect or otherwise, the Customer agrees to pay for said merchandise at the then current Loss/Damage Replacement Values.
<br />9.Additional Customer Locations: Notwithstanding anything to the contrary contained herein, there will be a minimum term equal to the greater of thirty-six (36) months
<br />or the remainder of the Term for any individual Customer location added after the date of this Acceptance Agreement.
<br />Docusign Envelope ID: 1C44815D-FA12-479A-A31D-C82944DC62D1
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