HomeMy Public PortalAboutAgreement_2016-05-18_Premier Vend GroupCity of Temple City
Vending Machine Agreement
This agreement is entered into by, and between, the City of Temple City, located at
9701 Las Tunas Drive, Temple City, California, 91780 (hereinafter referred to as
"Proprietor") and Premier Vend Group, Inc (also known as Downey Vendors, Inc.)
(hereinafter referred to as "Operator').
RECITALS
Operator is a proprietor with principal place of business at 6814 Suva St., Gell Gardens,
California, 90201. Operator is engaged in the business of installing and operating
automatic vending machines at various business locations and of selling articles of food
and beverages to the public through such machines. Proprietor is a municipal
corporation and charter law city and is the owner and operator of a parks and recreation
facility referred to as Live Oak Park, 10144 Bogue Street, Temple City, which includes
the Live Oak Park Community Center (Community Center). Operator desires to install
automatic vending machines on the premises of Proprietor for the sale of food, snacks
and beverages, and Proprietor desires to grant Operator a license for such purposes on
the terms and conditions contained in this agreement. Operator understands that
Proprietor is entering into this agreement primarily for the purpose of making revenue.
Therefore, in consideration of the mutual covenants and promises contained herein, it is
hereby agreed as follows:
ARTICLE 1.
EXCLUSIVE GRANT
Proprietor hereby grants to Operator the exclusive right and privilege to install, operate
and maintain up to three (3) vending machines which dispense food, snacks and
beverages in the Community Center. Proprietor additionally grants to Operator the
exclusive right and privilege to sell food, snacks and beverages on the aforementioned
premises of proprietor by means of the vending machines installed and operated by
Operator. Proprietor shall not cause or permit the sale of these or similar items by or
through the operation of vending machines by any other person, firm or corporation,
with the exception of food, snacks and/or beverages sold by Proprietor in connection
with City -sponsored programs and/or events held in the Community Center.
ARTICLE 2.
COMPENSATION
Operator shall pay to Proprietor for the exclusive right to sell assorted food, snack and
beverage items on the described premises 22.5% of the Adjusted Gross Receipts from
sales through the vending machines. "Adjusted gross receipts" shall be defined as gross
receipts less federal, state and local sales and excise taxes existing at the time payment
is due, including California Redemption Value (CRV). Payment shall be by check made
payable to "City of Temple City" and shall be mailed to: Parks &, Recreation
Department, 9701 Las Tunas Drive, Temple City, CA 91780, or hand delivered to
Cathy Burroughs, Parks & Recreation Director, 10144 Bogue Street, Temple City.
Payment shall be made, at a minimum, once every three months (October, January,
April, July). Operator shall provide sufficient documentation to corroborate payment.
ARTICLE 3.
INSTALLATION OF MACHINE
Operator shall install the aforementioned machines on the premises of the Proprietor in
such location as is mutually agreeable by the parties. Machine shall not be permanently
mounted or otherwise affixed to Proprietor's property.
ARTICLE 4.
REMOVAL AND REPLACEMENT OF MACHINE
Operator shall have the right to remove the machine installed on the premises of the
Proprietor under this Agreement and to replace it with a vending machine of similar
type, quality and appearance.
ARTICLE 5.
INCREASE OR DECREASE IN THE NUMBER OF MACHINES
Operator, with prior written approval of Proprietor, shall have the right to increase or
decrease the number of machines installed on the premises of Proprietor to adjust to
changes in demand, sales or economic conditions, provided, however, that at least one
machine shall be provided at all times during the term of this agreement. Proprietor shall
have the right to impose restrictions on the number or placement of machine(s) where
such number or placement would interfere with the normal operation of Proprietor's park
and recreation activities. At no time shall there more than three (3) machines located in
the Community Center (including inside and outdoor patio area).
ARTICLE 6.
TERM
The term of this Agreement shall commence on July 1, 2016 and shall continue through
June 30, 2018. The Agreement may be renewed for up to two (2) additional years upon
mutual consent of both parties.
ARTICLE 7.
OWNERSHIP OF MACHINE
It is understood and agreed by and between the parties that the vending machines
installed on the premises of Proprietor by Operator is and shall remain the property of
Operator. Upon termination of this Agreement by any means, Operator shall remove
said machine from the premises of Proprietor within ten (10) days of termination.
ARTICLE 8.
SELECTION AND PRICING
Operator shall keep the machines stocked at all times with sufficient quantities of
assorted food, snack and beverage items to insure continuous service to patrons of
Proprietor. Operator shall have sole control over the selection of the brands of such
items to be offered for sale through the vending machine, and of the prices at which
they are offered for sale, but Operator shall, to the extent possible, seek to offer the
patrons of Proprietor a selection of brands at competitive prices.
ARTICLE 9.
RISK OF DAMAGE TO MACHINE
Except as may be attributable to proprietor by reason of intentional acts or active
negligence of its officers, contractors or employees, Operator assumes risk and
responsibility for any loss, destruction or damage occurring to the vending machine.
Operator reserves the right to seek compensation from Proprietor for losses incurred as
the result of damage to machines due solely to the intentional acts or active negligence
of Proprietor's officers, contractors or employees.
ARTICLE 10.
MAINTENANCE AND SERVICE
Operator shall regularly inspect, service, clean and maintain the vending machines and
shall keep them operating and in good working order at all times, promptly maintaining
them in a clean and sanitary condition in accordance with all applicable federal, state
and local laws. Proprietor shall supply suitable waste disposal containers for the
convenience of users of the vending machines and shall provide and bear the expense
of garbage removal and disposal on a schedule to be determined by Proprietor.
ARTICLE 11.
NOTIFICATION OF MACHINE FAILURE
Proprietor agrees to notify Operator promptly of any failure of the vending machines to
function properly and further agrees to permit only authorized agents of the Operator to
remove, open, or in any way tamper with the machines. Operator agrees to promptly
refund any money lost by patrons and reported in a timely manner to the on -duty staff of
the Community Center.
ARTICLE 12.
UTILITIES
Proprietor shall furnish and bear the cost of all utilities necessary for the operation of the
vending machines installed under this Agreement and shall furnish suitable utility outlet
for use by the machine. Proprietor shall provide continuous service to the machines and
shall not cause or permit the interruption of such service except in the event of
emergency or other service interruptions not under the control of the Proprietor.
ARTICLE 13.
FEES AND TAXES
Operator shall be responsible for and shall pay all state, county and city license fees
and sales or other merchandising taxes that may be imposed on the sales of food,
snack or beverage items through the vending machines. Operator shall procure and
maintain throughout the term of this agreement, a valid business license from the City of
Temple City.
ARTICLE 14.
RELATION OF PARTIES
It is the intention of the parties that Operator be an independent contractor hereunder,
and that no agency or employment relationship be created by this agreement.
ARTICLE 15.
COMPLIANCE WITH LAWS
Each party shall comply with all federal, state, local or other laws or regulations
applicable to the sale of merchandise through vending machines.
ARTICLE 16.
TERMINATION OF AGREEMENT
16.1 If at any time during this Agreement, the Proprietor should determine that the
Operator's service is unsatisfactory, proprietor shall advise Operator by registered mail
and Operator agrees to correct such unsatisfactory condition(s) within 15 days. If
Operator should fail at such corrective action as necessary to return the level of service
to satisfactory within the 15 day period, Proprietor may cancel this Agreement with a 30
day written notice by registered mail.
16.2 If circumstances change significantly that alter the intended economic value of
this Agreement, Operator reserves the right to cancel this Agreement with a 30 day
written notice.
16.3 Notwithstanding any other provisions of this Agreement to the contrary, this
Agreement may be terminated at any time by either party hereto by a 30 day written
notice.
ARTICLE 17.
ASSIGNMENT
This Agreement shall not be assignable by either party without the prior written consent
of the other party. Subject to the foregoing limitation, this Agreement shall enure to the
benefit of and be binding upon the successors and assigns of the respective parties.
ARTICLE 18.
ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the parties with respect to the
subject matter hereof and supersedes any and all agreements, understandings,
statements or representations either oral or in writing.
ARTICLE 19.
ATTORNEYS'FEES
Should any litigation be commenced between the parties hereto or their personal
representative concerning any provisions of these Articles, or rights and duties of any
person in relation thereto, the parry or parties prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to a reasonable sum as and
for their or his attorneys' fees in such litigation, which shall be determined by the court in
such litigation, or in a separate action brought for that purpose.
ARTICLE 20.
GOVERNING LAW
The validity of this Agreement and of any of its terms or provisions as well as the rights
and duties of the parties hereunder shall be interpreted and construed to and in
accordance with the laws of the State of California.
ARTICLE 21.
INSURANCE REQUIREMENTS
Operator shall provide and maintain insurance acceptable to the City Manager or City
Council, in full force and effect throughout the term of this agreement, against claims for
injuries to persons or damage to property which may arise from or in connection with
this Agreement by Operator, its contractors, representatives or employees. Insurance is
to be placed with insurers with a current A.M. Best's rating of no less than A:VII.
Operator shall provide the following scope and limits of insurance:
21.1 Minimum Scope of Insurance. Operator shall maintain professional liability
insurance appropriate to the Operator's profession. This coverage may be written on a
"claims made" basis, and must include coverage for contractual liability. The
professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon, arising out of or related to services performed under
this Agreement.
21.2 Minimum limits of Insurance. Operator shall maintain limits of professional liability
insurance no less than $1,000,000 per occurrence.
21.3 Other Provisions. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either party to this Agreement, reduced in coverage or in limits except after 30
days prior written notice by Certified mail, return receipt requested, has been given to
the City.
21.4 Other requirements. Operator agrees to deposit with City, at or before the
effective date of this contract, certificates of insurance necessary to satisfy City that the
insurance provisions of this contract have been complied with. The City Attorney may
require that Operator furnish City with copies of original endorsements effecting
coverage required by this Section. The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect complete, certified copies of all required insurance policies, at any time.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects City or its respective elected or appointed officers,
officials, employees and volunteers or the Operator shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, defense expenses
and claims.
Executed in Temple City, California on the day and year indicated beneath the signature
of each party.
PROPRIETOR
City of Temple City,
9701 Las Tunas Drive
Temple City, CA 91780
By: j /�
Date. rl!/
OPERATOR
Premier Vend Group, Inc.
6814 Suva St.
Bell Gardens, CA 90201
By: cu,
Date: f/i0�i6