HomeMy WebLinkAboutDOWNEY VENDORS, INC. (2)INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
CITY CLERK
DATE:
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VENDING AGREEMENT BETWEEN
THE CITY OF SANTA ANA AND
DOWNEY VENDORS, INC.
N-2024-093
This Agreement is made and entered into this 26th day of January 2024, by and between
Downey Vendors, Inc, a California corporation ("Vendor"), and the City of Santa Ana, a charter
city and municipal corporation duly organized and existing under the Constitution and laws of
the state of California ("City").
RECITALS
A. The City desires to retain a vending company to provide beverage and/or snack vending
machines at various City -owned properties.
B. Vendor represents that it is able and willing to provide such services to the City. Vendor
offers soft drinks, water, iced tea, juice, and snack products for sale in Vendor -owned
vending machines. Vendor desires to place its vending machines at various agreed upon
City -owned and operated facilities ("the Premises").
C. Vendor ensures that no less than fifty percent (50%) of the food and beverages provided
in all vending machines located on the Premises will be of a healthy variety in
compliance with the City's policy regarding healthy snacks in vending machines at City -
owned facilities.
D. Vendor represents that it is experienced in its field and that any services performed by
Vendor under this Agreement will be performed in compliance with such standards as
may reasonably be expected from a professional vending company.
E. Vendor has provided, and continues to provide, said services to the City under
Agreement No. N-2022-001, which expired on 12/31/2023. The City and Vendor will
provide compensation for services rendered from December 31, 2023, through the
commencement term, detailed below.
WHEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties hereto do hereby agree as follows:
1. TERM
The term of this Agreement shall commence on the date first written above and continue through
December 31, 2026, unless terminated earlier in accordance with Section 7, below.
2. VENDING RIGHTS
The City hereby grants Vendor the right to install and maintain their soft drink and snack
vending machines ("vending machines") throughout the Premises for the term of this Agreement.
Page 1 of 7
3. COMPENSATION
A. To Citv: Vendor agrees to pay, and City agrees to accept as payment for its granting the
right to install and maintain vending operations on City -owned property, six hundred
dollars ($600.00) per month payable to the City on the 5t" day of each month.
B. To Vendor: City agrees to pay, one hundred and twenty dollars ($120.00) for a change
machine at the Police Department.
C. Parties agree to compensate each other for services provided since December 31, 2023
through the commencement of this Agreement detailed above.
4. RESPONSIBILITY FOR VENDING MACHINES
Vendor will provide vending machines on the Premises as mutually agreed upon between
Vendor and the Executive Director of Parks, Recreation and Community Services Agency
throughout the term of this Agreement. All vending machines shall at all times remain the
property of Vendor. Vendor will repair and maintain the vending machines and agrees to keep
them in good working order and condition at all times. Vendor shall have the exclusive right and
obligation to repair, replace, or remove any and all vending machines. City shall not replace,
relocate, move or remove any vending machines. Notwithstanding the foregoing, City agrees to
use reasonable efforts to keep the vending machines in clean and sanitary condition, wholly free
of all advertising at all times. hi addition, City agrees to promptly notify Vendor of any need for
repair or service, and to fully cooperate with Vendor in effecting such necessary repairs or
service. City shall bear no responsibility whatsoever for any vandalism or theft occurring with
regard to Vendor's equipment and vending machines. Further, Vendor shall be responsible for
the costs of repair or replacement necessitated by vandalism, graffiti or theft. Should vandalism
occur to the same vending machine for a second time, City may elect one to either relocate or
remove said vending machine. Vendor and the Executive Director shall mutually agree on all
locations to relocate vending machines if needed.
5. VEND RATES AND COMMISSION
The current pricing is attached hereto as Exhibit A "Pricing". Vendor shall maintain all vending
machines stocked with at least 50% healthy foods, such as such as baked chips, fruit, pretzels,
granola, nuts, bottled water, low fat milk products, sports drinks and natural fruit juice drinks in
compliance with the City's policy regarding healthy snacks, healthy eating and active living
(City of Santa Ana Resolution No. 2006-053 and Resolution No. 2011-003).
6. VENDING MACHINE PLACEMENT
A detailed list reflecting the current location of all vending machines and equipment is set forth
in the "Existing Sites" list, (attached hereto as Exhibit A — Page 2). Vendor shall provide
vending machines at all listed locations. Additional vending machines may periodically be
added to the list subject to prior written approval of the Executive Director or their designee.
Should the proposed locations of the vending machines be found not to be in the best interest of
Page 2 of 7
Vendor or the City, both parties must mutually agree as to whether or not to relocate the vending
machines. If the Executive Director of Parks, Recreation, and Community Services Agency, or
their designee, agrees that relocation is necessary, he/she has the authority to exercise discretion
as to the most appropriate new location for placement of said vending machine on behalf of the
City. An updated list evidencing the placement of the vending machines shall be kept by the
Executive Director.
7. DEFAULT AND TERMINATION:
This Agreement may be terminated by the City with thirty (30) days' notice to the Vendor.
Vendor may terminate this Agreement if City materially fails to perform or comply with this
Agreement or any provision hereof. Vendor may cancel the Agreement by sending a Non -
Compliance Notice describing the non-compliance to the City. Upon receipt of such Non -
Compliance Notice, the City shall have thirty (30) days from the date of such notice to cure any
such non-compliance. If such non-compliance is not cured within the required thirty (30) day
period, Vendor shall have the right to cancel this Agreement. The rights of termination referred
to herein are not intended to be exclusive and are in addition to any other rights available to
either party in law or in equity.
8. RIGHTS UPON TERMINATION
Upon termination of this Agreement by either party, City shall permit Vendor reasonable access
to the Premises free from any claims of trespass, for the purpose of removing any vending
machines within thirty (30) days from termination of this Agreement. Until such time as all
vending machines are removed, each party's obligations shall continue as set forth in section 3
and 4. Vendor shall use its best efforts to leave each of the vending sites within the Premises in
the condition in which it existed prior to installation, excepting reasonable wear and tear.
9. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between the parties hereto
regarding the rights and responsibilities pertaining to vending machines on the Premises and
supersedes all other agreements between the parties respecting such. This Agreement may be
amended or modified only by written agreement, signed by each of the parties.
10. INDEMNIFICATION
Vendor shall indemnify, defend, and hold harmless the City of Santa Ana, its officers, agents,
employees, and volunteers from damage to property and for injury to or death of any person and
from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in
connection with Vendor's use of the Premises, except those which arise out of an alleged
dangerous/defective condition of the Premises unrelated to the services provided in this
Agreement or due to the sole negligence of the City.
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11. INSURANCE
Prior to undertaking performance of work under this Agreement, Vendor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below
for the duration of this Agreement:
a. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL). Insurance Services Office Form CG
00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence and
$2,000,000 in the aggregate. If a general aggregate limit applies, either the
general aggregate limit shall apply separately to this project/location (ISO CG
25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
(2) Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code
1), or if Vendor has no owned autos, hired, (Code 8) and non -owned autos
(Code 9), with a limit no less than $1,000,000 per accident for bodily injury
and property damage.
(3) Workers' Compensation. As required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
(4) Broader Coverage. If the Vendor maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled
to the broader coverage and/or the higher limits maintained by the Vendor.
Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status. The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf
of the Vendor including materials, parts, or equipment furnished in connection
with such work or operations. General liability coverage can be provided in
the form of an endorsement to the Vendor's insurance (at least as broad as ISO
Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20
10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).
(2) Primary Coverage. For any claims related to this contract, the Vendor's
insurance coverage shall be primary coverage at least as broad as ISO CG 20
O1 04 13 as respects the City, its officers, officials, employees, and volunteers.
Page 4 of 7
Any insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Vendor's insurance and shall
not contribute with it.
(3) Notice of Cancellation. Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(4) Waiver of Subrogation. Vendor hereby grants to City a waiver of any right
to subrogation that any insurer of said Vendor may acquire against the City by
virtue of the payment of any loss under such insurance. Vendor agrees to
obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City
has received a waiver of subrogation endorsement from the insurer.
(5) Self -Insured Retentions. Self -insured retentions must be declared to and
approved by the City. The City may require the Vendor to purchase coverage
with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the
retention. The policy language shall provide, or be endorsed to provide, that
the self -insured retention may be satisfied by either the named insured or City.
(6) Acceptability of Insurers. Insurance is to be placed with insurers authorized
to conduct business in the state with a current A.M. Best's rating of no less
than A:VII, unless otherwise acceptable to the City.
(7) Verification of Coverage. Vendor shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or
copies of the applicable policy language effecting coverage required by this
clause) and a copy of the Declarations and Endorsement Page of the CGL
policy listing allpolicy endorsements to City before work begins. However,
failure to obtain the required documents prior to the work beginning shall not
waive the Vendor's obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at
any time.
(8) Subcontractors. Vendor shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Vendor
shall ensure that City is an additional insured on insurance required from
subcontractors.
(9) Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior
experience, insurer, coverage, or other special circumstances.
Page 5 of 7
12. NOTICE
Any notice or instrument required to be given or delivered to either party to this Agreement may
be delivered by personal delivery or by depositing the same in the United States Mail, postage
prepaid, addressed to:
If to the City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Executive Director
Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-571-4211
To Vendor: Downey Vendors, Inc.
6814 Suva Street
Bell Gardens, CA 90201
service@premiervendgroup.com
Any notice of a change of address shall be delivered in the same manner as any other notice
provided herein. Notice by mail shall be effective three (3) days after mailing by the above -
described procedure.
13. MISCELLANEOUS PROVISIONS
a. Vendor covenants that it presently has no interest, and shall not have any interest,
direct or indirect, which would conflict in any manner with the performance of services required
hereunder.
b. Vendor certifies that it shall not discriminate because of race, color, creed, religion,
sex, marital status, sexual orientation, gender identity, gender expression, gender, medical
conditions, genetic information, or military and veteran status, age, national origin, ancestry, or
disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching,
training, utilization, promotion, termination or other employment related activities or any
services provided under this Agreement. Contractor affirms that it is an equal opportunity
employer and shall comply with all applicable federal, state and local laws and regulations.
Page 6 of 7
N-2024-093
c. The invalidity in whole or in part of any provision of this Agreement shall not void or
affect the validity of any other provision of this Agreement.
d. This Agreement shall be governed by and construed in accordance with the laws of the
State of California, with venue in Orange County.
e. Each undersigned represents and warrants that its signature hereinbelow has the power,
Agency and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages
to Agency in the event that such Agency or power is not, in fact, held by the signatory or is
withdrawn.
£ All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
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APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
r
By:
B on Salvatierra
Deputy City Attorney
RECOMMEND APPROVAL:
Hawk Scott )Jan 26, 202416:10 PST)
Hawk Scott
Executive Director
Parks, Recreation &
Community Services Agency
a ' B er
Vice sident
Downey Vendors, Inc.
Page 7 of 7
EXHIBIT A
Downey Vendors
Downey Vendors will provide beverage and/or snack vending machines at the following City -
owned properties:
Snack
Drink
Combination
Snack & Drink
Coffee
$ Changer
City Hall
1
1
City Yard
1
1
Police Dept
1
3
1
1
Work Center
1
1
Public Library
1
1
El Salvador Park
1
1
Memorial Park
1
1
Salgado Park
1
Southwest Senior Center
1
1
Santa Ana Regional
Transportation Center
1
2
Price List
Beverages
12oz Beverage
$1.50
16.9oz Water
$1.25
20oz Soda
$2.50
Energy Drinks
$4.00
Snacks
Large Chips
$1.50
Pastry
$1.75
Candy
$1.25-1.75
Large Crackers/Cookies
$1.50
Garcia, Stephanie
From:
Sent:
To:
Subject:
Contractor
Name:
Project
Number:
Project
Name:
City of Santa Ana <certificate-request@ctrax.jdidata.com>
Wednesday, March 13, 2024 12:35 PM
Garcia, Stephanie; jackie_delatorre@ajg.com; service@premiervendgroup.com
Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Downey Vendors
TBD (158)
To provide beverage and/or snack vending machines at various City -
owned properties
The Certificate of Insurance (COI) submitted indicates that the coverages comply with the
insurance requirements.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY NUMBER EXPIRATION CO] DATE FILE NAME
DATE
AUTOMOBILE LIABILITY L49905023 04/01/2024 06/02/2023 CERT 23-24 City
of Santa Ana.pdf
GENERAL LIABILITY BKW56585014 04/01/2024 07/25/2023 Certificate.pdf
WORKERS COMPENSATION AND EMPLOYERS' WVE503733308 07/26/2024 07/25/2023 Certificate.pdf
LIABILITY
No further action is required at this time.
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
3/13/2024 3:34 PM
1