HomeMy WebLinkAbout20-300ValleyWideVendingInc.pdfService Agreement
Th is Agreemen t ("Agr eement") is made the_ day of __ 2020~ for the insta ll ation 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 ofFresno~ a political subdivision of the State of
Califomia, hereinafter called "Client."
I. Client agrees to allow Vendor to exclusively 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 , at
380 W. Ashlan Ave., Clovis , CA 936 12 ("Premises"), a comp lete micro-market. 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 sha ll 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 accommodate. if reasonably poss ible.
2. Vendor sha ll be responsi ble for install in g and maintaining vend ing equipment which reasonably meets
Client's needs. Vendor s hall 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. If service by Vendor is satisfactory , the tem1 of this Agreement shall be for a period of three (3) years,
effective upon first date of micro-market operations. Upon termination, Vendor shall immedi ately remove
any and all v ending equipment from th e Premises.
If, at any time during thi s agreement, Client deten nincs, in Client's sole discr etion, that Vendor's service is
unsatisfactory, Client sha ll provide notice to Vendor in accordance with Section 11, and Vendor agrees to
correct such unsatisfactory condition(s) within 30 day s . If Vendor fail s to return the level of service to
satisfactory, in Client's sole discretion, within the prescribed thi 1ty (30) day period , Client may terminate
this Agreement with an additional thirty (30) days written noti ce, without penalty. U pon 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.
4. Prices shall be determined by Vendor, with the understanding that all merchandi se shall be wholesome,
fresh , palatable and of high quality, and the prices charged shall be no higher than that of s imilar
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.
5. Vendor may make changes in the equipment configuration (i.e. additional, different, or le ss equipment),
with prior written consent from the Client, in the best interest of both parties. Vendor re serves the right to
remove all units if: in its sole discretion, it is determined that the vending cannot be properly maintained. If
thi s occurs, this Agreement shall be deemed to have been tem1inated immediately upon the removal oftbe
units .
6. 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 cos ts and expenses (including attorney 's fees and costs),
d amages, liabilities, claims, and losses occuJTing or resulting to Client in connection with the performance,
or failure to perfonn, 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, c laims, and losses
occurring or resulting to any person, finn , or corporation who may be injured or damaged by the
performance, o r failure to perform, of Vendor, its officers , agents, or employees under this Agreement.
The provisions of this Section 6 shall survive termination of this Agreement.
7. Insurance: Without limiting Client's right to obtain indemnification from Vendor or any third parties,
Ve ndor, at its sole expense, shall maintain in full force and effect, the fo ll owing insurance policies or a
17th August
P-20-300
program of self-insurance, including but not limited to, an insw-ance pooling arrangement or Joint Powers
Agreement (JPA) throughout the term of the Agreement:
Com mercial Genera l Liab ility
Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2.000,000) per
occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy shall be issued on a
per occutTence basis. Client may require specific coverages including completed operations. products
liability, contractual liabi li ty, Exp los ion-Collapse-Underground, fire legal liability o r any other liability
insurance deemed necessary because of the nature of this contract.
Automobile Liability
Comprehensive Automobile Liabi lity Insurance with limits of not less than One M ill io n ($1,000,000.00) per
accident and for property damages. Coverage should include any auto used in connection with this
Agreement.
Worker's Comp ensation
A pol icy of Worker's Compensation insurance as may be required by the California Labor Code.
Additional Requirements Relating to Insurance
Vendor shall obtain endorsements to the Commer cial General Liability insurance na ming the County of
Fresno, its officers , agents, and em p loyees , individually and collective ly, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by Cl ient, its officers,
agents and employees shall be excess only and not contributing with insur ance provided under Vendor's
policies herein. Thi s insurance shall n ot be cancelled or changed w ithout 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 pol icy of worker 's compensation insurance required by this Agreement. Vendor is so lely 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 sha ll provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, at 205 W. Pontiac Way, Clovis , CA 93612 , ATTN: Chris Woods, 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 res ponsib le for any prem iums 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 w1dcr 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
a nd emp loyees, individually and collective ly, as additiona l 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 self-insurance, 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 sha ll not be cance ll ed or ch anged witho ut a minimum of t hirty (30) days ad vance, 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 t he 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 .
8. 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 .
9. NON-ASSIGN M ENT: Neither patty shall assign, transfer or s ub contract this Agreement nor their ri g hts or
duties under this Agreement without the prior written consent o f the other party.
10. 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 w ill at all times be acting and performing as an independent contractor, a nd
s hall act in an inde pendent capacity and not as a n officer, agent, servant, employee, joint venturer, pattne r ,
or associate of t he Client. Furthennore, Client shall have no right to control or supe rvise 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 th e 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 e mployme n t
rights and benefits available to C lient employees. Vendor shall be sole ly liable and respon s ible for providing
to, or on behalf of, its emplo yees 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, includ ing
compliance with Social Security w ithholding and all other regulati ons governing such matters. It is
acknow ledged that during the term of thi s Agreement, Vendor may be providing services to others unre la te d
to C lient or to thi s Agreement.
11. NOTICES: The persons and their addresses having authority to give and receive notices under this Agreement
include the following:
County of Fresno, Department of Social
Services
CI O Department oflntemal Services
333 W. Pontiac Way,
Clovis, CA 936 12-5613
Attn: ISD Purchasing
Vall ey Wide Vending, Inc.
2020 N. Winery Ave,
Clovis, CA 93612
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-c lass United States mail, by an overnight commercial courier
service, or by telephonic facsimile transmissio n . A notice delivered by personal service is effective upon service
to th e recipient. A notice delivered by first-class United States mail is effective three Client business days aft:er
deposit in the United States mail , postage prepaid, addressed to the recipient. A notice delivered by an overnight
commercial courier service is effective one C li ent business day after deposit with the overnight commercial
courier service , delivery fees prepaid, with d e livery instructions given for n ext day delive1y, addressed to the
recipient. A notice delivered by tele phonic facsimile is effective when transmission to the rec ipient is completed
(but, if s uch transmission is completed outside of Client business hours, then such delivery shall be deemed to
be effecti ve at the next beginning of a Clien t 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 require ments or procedures provided by law, including
but not limited to th e Government Claims Act (Division 3.6 of Title 1 of the Government Code , beginning w ith
section 8 10).
12. GOVERNING LAW: Venue for any action arisin g out of or related to this Agreement shall only be in
Fresno County, California. The rights and obligations o f the parties and all interpretation and performance
of this Agree m e nt shall be governed in all respects by the laws of the State of California.
II
13. Thi s Agreement contain s the entire agreement between parties, and shall be binding upon th e pa11ies th ereto,
respective successors, executors, admini strators and as signs.
This Is Not Binding Until Approved by Vendor
R~presentative ~·~~~ Signature~ ~ ----/
Vendor Valley Wide Vending. Inc.
I Hereby Represent That I Am Authorized To Enter
Into This Agreement On Behalf Of Client. I Accept
All Terms and Conditions of This Agreement.
Print Name _________ _
Signature __________ _
Date ____________ _