HomeMy WebLinkAboutValley Wide Vending Contract 2024 D-24-060.pdf D-24-060
Service Agreement
This Agreement("Agreement") is made the 25 day of Jan 2024,for the installation and operation of certain
vending equipment by Valley Wide Vending inc., a California corporation, hereinafter called"Vendor,"within
the premises owned, operated,or leased by the County of Fresno,a political subdivision of the State of
California,hereinafter called"Client"or"County."
1. Client agrees to allow Vendor to sell the kinds and types of merchandise sold from the vending equipment
upon Client's premises and on its property outside such premises_ Vendor agrees to install vending
machines at Client's Juvenile Justice Campus, 3333 E. American Avc.,Fresno, CA 93725 and any other
agreed upon designated Probation location ("Premises"or"JJC"). There shall be no compensation paid by
Client to Vendor in connection with this Agreement. Both parties understand and agree that the revenue
collected from the sale of Vendor's merchandise from Vendor's equipment shall be Vendor's sole revenue
as a result of this Agreement. Client may make requests as to the items that are sold,which Vendor shall
accornmodatc, if reasonably possible.
2. Vendor shall be responsible for installing and maintaining vending equipment which reasonably meets
Client's needs. Vendor shall remain the sole owner of all such equipment. Client shall provide all utilities,
including necessary water and electrical lines. Client shall dedicate appropriate space for Vendor's
equipment to maximize access to the units.
3. The services shall be provided at the JJC. Vendor shall not have any right to control or exclusively possess
all or any portion of any County facility, including the JJC,and at any time,authorized County staff may
enter County facilities,including the JJC,where Vendor is performing services.
4. TERM; TERMINATION: If service by Vendor is satisfactory, the term of this Agreement shall be for a
period of three(3)years, effective upon first date of vending machine operations. Upon termination,Vendor
shall immediately remove any and all vending equipment from the Premises.
If,at any time during the term this Agreement. Client determines, in Client's sole discretion,that Vendor's
service or the kinds and types of merchandise sold from the vending equipment is unsatisfactory, Client
shall provide notice to Vendor in accordance with Section 12,and Vendor agrees to correct such
unsatisfactory condition(s)within 30 days. If Vendor fails to return the level of service to satisfactory, in
Client's sole discretion,within the prescribed thirty (30) day period,Client may terminate this Agreement
with an additional thirty(30)days written notice,without penalty. Upon such termination, Vendor shall
immediately remove any and all vending equipment from the Premises. Any such equipment not removed
within five(5)days shall be deemed to have been abandoned by Vendor. In circumstances other than those
set forth above,the Client may terminate this Agreement by giving at least 30 days advance written notice to
the Vendor. Any termination of this Agreement by the Client is without penalty to or further obligation of
the Client.
5. Prices shall be determined by Vendor,with the understanding that all merchandise shall be wholesome,
fresh,palatable, and of high quality,and the prices charged shall be no higher than that of similar
merchandise in other local places of business. All merchandise shall be removed upon or before the
expiration date designated on its packaging, and replaced by fresh merchandise.
6. Vendor may make changes in the equipment configuration(i.e. additional, different, or less equipment),
with prior written consent from the Client, in the best interest of both parties. However, such changes to
equipment configuration shall not result in Vendor using a larger square footage of the Premises for its
vending equipment, i.e.,the footprint of the equipment configuration shall not increase during the term of
this Agreement. The square footage of the Premises that will be used for Vendor's equipment shall be
approximately 44.17 square feet. Vendor reserves the right to remove all units if, in its sole discretion,
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Vendor determines that the vending equipment cannot be properly maintained. If this occurs, this
Agreement shall be deemed to have been terminated immediately upon the removal of the units.
7. Hold Harmless:Vendor agrees to indemnify, save,hold harmless,and at Client's request, defend Client, its
officers, agents, and employees from any and all costs and expenses (including attorney's fees and costs),
damages, liabilities,claims, and losses occurring or resulting to Client in connection with the performance,
or failure to perform, by Vendor, its officers, agents. or employees under this Agreement,and from any and
all costs and expenses(including attorney's fees and costs),damages, liabilities, claims, and losses
occurring or resulting to any person. firm,or corporation who may be injured or damaged by the
performance, or failure to perform, of Vendor, its officers,agents,or employees under this Agreement.
The provisions of this Section 7 shall survive termination or expiration of this Agreement.
8. INSURANCE:Without limiting Client's right to obtain indemnification from Vendor or any third parties,
Vendor,at its sole expense, shall maintain in full force and effect, the following insurance policies or a
program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers
Agreement (JPA) throughout the term of the Agreement:
Commercial General Liability
Commercial general liability insurance with limits of not less than Two Million Dollars($1,000,000)per
occurrence and an annual aggregate of Four Million Dollars ($2,000,000).This policy must be issued on a
per occurrence basis. Coverage must include products.completed operations,property damage,bodily
injury, personal injury, and advertising injury. The Vendor shall obtain an endorsement to this policy
naming the County of Fresno, its officers,agents, employees,and volunteers, individually and collectively,
as additional insureds, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insureds will apply as primary insurance and any other insurance,or self-insurance,
maintained by the County is excess only and not contributing with insurance provided under the Vendor's
policy.
Automobile Liability
Automobile liability insurance with limits of not less than One Million Dollars($1,000,000)per occurrence
for bodily injury and for property damages.Coverage must include any auto used in connection with this
Agreement.
Workers Compensation
Workers compensation insurance as required by the laws of the State of California with statutory limits.
Employer's Liability
Employer's liability insurance with limits of not less than One Million Dollars($1,000,000)per occurrence
for bodily injury and for disease,
Professional Liability
Professional liability insurance with limits of not less than One Million Dollars(51,000,000)per occurrence
and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy,then(1) the
retroactive date must be prior to the date on which services began under this Agreement: (2) the Vendor
shall maintain the policy and provide to the County annual evidence of insurance for not less than five years
after completion of services under this Agreement. and(3) if the policy is canceled or not renewed, and not
replaced with another claims-made policy with a retroactive date prior to the date on which services begin
under this Agreement,then the Vendor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
Additional Requirements Relating to Insurance
Vendor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers,agents, and employees,individually and collectively,as additional insured,but only
insofar as the operations under this Agreement are concerned. Such coverage f'or additional insured shall
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apply as primary insurance and any other insurance, or selfinsurance,maintained by Client, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Vendor's
policies herein.This insurance shall not be cancelled or changed without a minimum of thirty(30)days
advance written notice given to Client.
Vendor hereby waives its right to recover from Client, its officers, agents, and employees any amounts paid
by the policy of worker's compensation insurance required by this Agreement. Vendor is solely responsible
to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation,
but Vendor's waiver of subrogation under this paragraph is effective whether or not Vendor obtains such an
endorsement.
Within Thirty (30)days from the date Vendor signs and executes this Agreement, Vendor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies,as required
herein,to the County of Fresno-Probation Department, at 3333 E. American Ave.,Bldg. 701, Suite B,
ATTN: Program Manager- Management Support Services. stating that such insurance coverage have been
obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that for such worker's compensation insurance the Vendor has
waived its right to recover from Client, its officers, agents, and employees any amounts paid under the
insurance policy and that waiver does not invalidate the insurance policy; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees,individually and
collectively,as additional insured,but only insofar as the operations under this Agreement are concerned;
that such coverage for additional insured shall apply as primary insurance and any other insurance,or
selfinsurance, maintained by Client, its officers,agents and employees, shall be excess only and not
contributing with insurance provided under Vendor's policies herein: and that this insurance shall not be
cancelled or changed without a minimum of thirty(30)days advance, written notice given to Client.
In the event Vendor fails to keep in effect at all times insurance coverage as herein provided,Client may, in
addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such
event.
All policies shall be issued by admitted insurers licensed to do business in the State of California, and such
insurance shall be purchased from companies possessing a current A.M.Best, Inc. rating of A FSC VII or
better.
4. MODIFICATION: Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way,affecting the remainder.
10. NON-ASSIGNMENT: Neither party shall assign,transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
11. INDEPENDENT CONTRACTOR: In performance of the work,duties and obligations assumed by Vendor
under this Agreement, it is mutually understood and agreed that Vendor, including any and all of Vendor's
officers, agents, and employees will at all times be acting and performing as an independent contractor,and
shall act in an independent capacity and not as an officer,agent,servant,employee,joint venturer,partner,
or associate of the Client. Furthermore,Client shall have no right to control or supervise or direct the
manner or method by which Vendor shall perform its work and function. However,Client shall retain the
right to administer this Agreement so as to verify that Vendor is performing its obligations in accordance
with the terms and conditions thereof.
Vendor and Client shall comply with all applicable provisions of law and the rules and regulations,if any, of
governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, Vendor shall have absolutely no right to employment
rights and benefits available to Client employees. Vendor shall be solely liable and responsible for providing
to,or on behalf of, its employees all legally required employee benefits. In addition,Vendor shall be solely
responsible and save Client harmless from all matters relating to payment of Vendor's employees, including
compliance with Social Security withholding and all other regulations governing such matters. It is
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acknowledged that during the term of this Agreement,Vendor may be providing services to others unrelated
to Client or to this Agreement.
12. NOTICES: The persons and their addresses having authority to give and receive notices under this Agreement
include the following:
County of Fresno, Probation Department Valley Wide Vending,Inc.
3333 E. American Ave., Bldg. 701, Suite B 2020 N. Winery Ave,
Fresno,CA 93725 Clovis, CA 93612
Attn: Probation Administration Attn:Will Anderson
All notices between Client and Vendor provided for or permitted under this Agreement must be in writing and
delivered either by personal service, by first-class United States mail, by an overnight commercial courier
service,or by telephonic facsimile transmission. A notice delivered by personal service is effective upon service
to the recipient.A notice delivered by first-class United States mail is effective three Client business days after
deposit in the United States mail,postage prepaid,addressed to the recipient. A notice delivered by an overnight
commercial courier service is effective one Client business day after deposit with the overnight commercial
courier service,delivery fees prepaid,with delivery instructions given for next day delivery,addressed to the
recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is completed
(but,if such transmission is completed outside of Client business hours,then such delivery shall be deemed to
be effective at the next beginning of a Client business day),provided that the sender maintains a machine record
of the completed transmission. For all claims arising out of or related to this Agreement,nothing in this section
establishes, waives,or modifies any claims presentation requirements or procedures provided by law,including
but not limited to the Government Claims Act(Division 3.6 of Title I of the Government Code,beginning with
section 810).
13. CONSISTENT FEDERAL INCOME TAX POSITION.Vendor acknowledges that the JJC referred to
herein has been acquired, constructed, and/or improved using net proceeds of governmental tax-exempt
bonds('Bond-Financed Facility").Vendor agrees that,with respect to this Agreement and the Bond
Financed Facility, Vendor is not entitled to take, and shall not take,any position (also known as a "tax
position") with the Internal Revenue Service ("IRS") that is inconsistent with being a"service provider"to
the County, as a"qualified user" with respect to the Bond Financed Facility,as"managed property,"as all
of those terms are used in Internal Revenue Service Revenue Procedure 2017-13, and to that end, for
example,and not as a limitation,Vendor agrees that Vendor shall not, in connection with any federal
income tax return that it files with the IRS or any other statement or information that it provides to the IRS,
(a)claim ownership,or that Vendor is a lessee,of any portion of the Bond Financed Facility,or(b)claim
any depreciation or amortization deduction, investment tax credit,or deduction for any payment as rent with
respect to the Bond-Financed Facility.
14. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California.The rights and obligations of the parties and all interpretation and performance
of this Agreement shall be governed in all respects by the laws of the State of California.
15. This Agreement contains the entire agreement between the parties,and shall be binding upon the parties
thereto, respective successors,executors,administrators and assigns.
The parties are signing this Agreement on the date stated in the introductory clause.
I Hereby Represent That I Am Authorized To I Hereby Represent That I Am Authorized To Enter
Enter Into This Agreement On Behalf of Vendor. I Into This Agreement On Behalf Of Client. I Accept
Accept All Terms and Conditions of This Agreement. All Terms and Conditions of This Agreement.
Print Name Mike Winzler Print Name Manuel VIIanOVa
Digitally signed by Manuel M.
Manuel M. Vilanova Vilanova
Siqnaturegze��.� Signature Date:2024.01.2511:06:26-06'00'
Vendor Valley Wide Vending, Inc. Date 01/25/2024