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PLEASE READ THESE TERMS CAREFULLY. BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE
<br /> THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE
<br /> TERMS.
<br /> Omnia Participating Public Agencies Terms
<br /> 1. Participating Public agencies:Supplier agrees to extend the same terms,covenants agreed to under the Master Agreement to other
<br /> government agencies(`Participating Public Agencies")that,in their discretion.desire to access the Master Agreement in accordance with
<br /> all terns and conditions contained herein or attached hereto_Each participating Public Agency will be exclusively responsible and deal
<br /> directly with Supplier on matters relating to length of agreement,ordering,delivery,inspection,acceptance,invoicing,and pa3 ment for
<br /> products and services in accordance with the terms and conditions of the Master Agreement.
<br /> 2. Dispute Resolution—Arbitration and Class Waiver. This provision shall take precedence over and supersede any contrary or
<br /> 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
<br /> out of or relating to this Agreement(including its enforcement,performance.breach,arbitrability,or interpretation)or to the
<br /> products or services provided hereunder will be submitted to and resolved by final and binding individual arbitration.
<br /> ARBITRATION MEANS THAT AN ARBITRATOR.AND NOT A JUD E OR A JURY_WiLL DECIDE THE DiSPUTE.
<br /> CONTROVERSY.OR CLAIM.BY ACCEPTING THESE TERMS.YOU AND CiNTAS ARE EACH EXPRESSLY
<br /> WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PURSUE OR PARTICIPATE iN ANY CLASS ACTION.
<br /> COLLECTIVE ACTION.OR REPRESENTATIVE CLAIMS OR PROCEEDINGS EITHER IN ARBITRATION OR iN
<br /> ANY COURT.To the extent a class or collective action or representative claim or proceeding may not be waived,you agree
<br /> to stay any such actions.claims.and proceedings until after all actions,clai s,and proceedings subject to arbitration are
<br /> fully resolved.
<br /> b. Arbitration Procedures.Any arbitration between Customer and Cintas will be governed by the Commercial Dispute
<br /> Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes(collectively,"AAA Rules")of the
<br /> American Arbitration Association('AAA"),as modified by this Agreement,and will be administered by the AAA.The
<br /> AAA Rules and filing forms are available onli -at www.adr.org,by calling the AAA at 1-800-778-7879,or by contacting
<br /> Cintas. Any arbitration hearings will take place in the state in which the Customer is located:provided,however.that if the
<br /> claim is for$10,000 or less,Customer may choose for the arbitration instead to conducted:(i)sole]y on the basis of
<br /> documents submitted to the arbitrator;or(ii)through a telephonic hearing. The arbitrator must issue a reasoned written
<br /> decision sufficient to explain the essential findings and conclusions on which the decision and award, if any,are based.
<br /> C. Fees.if Customer commences arbitration in accordance with this Agreement,arbitration fees will be assessed consistent with
<br /> the AAA Rules.
<br /> d. No Class Actions in Arbit ation or in Any Court,No Jury Trial.CUSTOMER AND CINTAS AGREE THAT,TO THE
<br /> MAXIMUM EXTENT PERMITTED BY LAW,EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY iN
<br /> THEIR INDIVIDUAL C P, "tTTho AND NC T AS A PLAINTIFF OR CLASS MEMBER iN ANY PURPORTED
<br /> CLASS OR REPRESENTATIVE PROCEEDING.WHETHER IN ARBITRATION OR iN ANY COURT.FURTHER.
<br /> UNLESS BOTH CUSTOMER AND CTNTAS AGREE OTHERWISE.AN ARBITRATOR OR JUDGE MAY NOT
<br /> CONSOLIDATE MORE THAN ONE PARTICIPATING PUBLIC AGENCY'S CLAIMS AND MAY NOT OTHERWISE
<br /> 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
<br /> INDIVIDUAL„NON-REPRESENTATIVE,NON-CLASS BASIS IN ARBITRATION,BUT IF FOR ANY REASON
<br /> 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
<br /> THE DISPUTE PROCEEDS IN COURT,CUSTOMER AND CINTAS AGREE TO WAIVE ANY RIGHT TO A TRIAL
<br /> BY JURY.
<br /> e. Enforceability.if the requirement to submit any and all disputes,controversies,and claims to binding arbitration is found to
<br /> be unenforceable or contrary to applicable law,the dispute,controversy or claim will be resolved in accordance with,and
<br /> governed by,the laws of the State in which the Participating Public Agency exists.
<br /> f. Severability. if any section or provision of this 12,Dispute Resolution—Arbitration and Class Waiver,is found to be
<br /> unenforceable or invalid.the parties will substitute an enforceable provision that.to the maximum extent possible under
<br /> applicable law,preserves the original intentions of the parties,and the remainder 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
<br /> by Cintas within 60 days of Customer's receipt of the contested invoice.or any billing dispute is waived. Notification to Cintas of a request
<br /> for an invoice adjustment must be made in writing and must include the invoice number.disputed amount.and the reason for the disputed
<br /> charge.
<br /> 4. Master Agreement available at httncah++rvc.umniunarinem.cunv tit blicsector_
<br /> Supplier General Service Terms Section
<br /> Cintas Representative Customer
<br /> City Council 11 — 119 3/3/2026
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