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HomeMy WebLinkAboutContract 43337 (2)Vending Service Agreement Between The City of Fort Worth and Supre 'me _Distributing, LLC 06-c CITY SECRETARY CONTRACT NOi333 � L VENDING SERVICE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND SUPREME DISTRIBUTING, LLC This Agreement ("Agreement") is made and entered into on ^} of u ae 2012 ("Effective Date") by and between Supreme Distributing, LLC, a Texas Limited Liability Company, acting by and through Shawn Wiser, its duly authorized President ("Operator") and the City of Fort Worth, a home -rule municipal corporation situated in Tarrant, Denton and Wise Counties, Texas ("City"), acting by and through Susan Alanis, its duly authorized City Manager. The City grants to Operator the non-exclusive right to sell, through City -approved vending machines, prepackaged snacks and confections; fruits, sandwiches, health foods, and other fresh foods; canned or dehydrated soups or meals; and other items agreed to by the parties, at City facilities identified at the location(s) set forth in Exhibit A (the "Premises"), which is attached hereto and incorporated herein for all purposes, for the term established in this Agreement. In consideration of the mutual promises and obligations hereinafter set forth to be performed and observed by each of the parties, the parties hereby covenant and agree as follows: 1, Term The primary term of this Agreement shall be for a period of one (1) year, beginning on June 18, 2012 and expiring on June 17, 2013, unless terminated sooner pursuant to the terms of this Agreement. In addition to the primary term, the City may, at its sole discretion, renew this Agreement for up to one (1) additional year on the same terms and conditions. In connection with any renewal, Operator shall provide notice of its desire to renew the primary term of the Agreement at least sixty (60) days prior to the expiration date. The City will, within thirty (30) days from receipt of the notice to extend, notify Operator if the term shall be extended for an additional year. No notice shall otherwise be required to effect a termination by its own terms. Upon expiration of the primary or any renewal term, Operator agrees to hold over under the terms and conditions of this Agreement for such period of time as is reasonably necessary to obtain a replacement operator, provided such period shall not exceed 120 days. 2. Consideration and Payment 2.1 Operator will pay City, in consideration of the nonexclusive rights granted herein, certain mutually agreed upon amounts on the sale of certain vending products in accordance with the terms and conditions set forth in the Commissions Schedule attached hereto as Exhibit B and incorporated herein. 2.2 Commissions shall be paid to the City quarterly on or before the tenth (10th) day of the month following the end of the applicable quarter which the commission is being paid. The quarters shall be July -September, October -December, January - March and April -June. 2.3 All payments due to the City shall be due and payable without demand by check at the office of the Director of Public Events at 1201 Houston Street, Fort Worth, Texas 76102, or at such other place in Fort—Werili; 1l:xab a5 the director of OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1 of 15 Public Events or his/her designee ("Director") may hereafter notify Operator (in writing with reasonable advance notice), and shall be made in legal tender of the United States. 2.4 All payments shall be accompanied with monthly statements reflecting gross receipts from each of the vending machines. For purposes of this agreement, "gross receipts" means and includes the total amount of money received or to be received by Operator or by any agent, employee, or subcontractor of Operator from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the rights granted under this Agreement. 3. Obligations of Operator and City The obligations, responsibilities, and rights of the Operator in providing the vending services set forth in this Agreement, and the obligations, responsibilities and rights of the City in connection with such contracted services shall be governed by this Agreement. 4. Vending Machines and Services 4.1 Operator, at its sole cost and expense, shall furnish all labor, materials, and equipment necessary to provide a minimum of eleven (11) snack vending machines in designated service areas as approved by the Director on the Premises. City agrees to accept the vending machines and to furnish adequate space, utilities, and utility outlets In such locations and to provide Operator with reasonable access during normal business hours to its vending machines on the Premises 4 2 Operator is permitted to sell prepackaged snacks and confections; fruits, sandwiches, health foods, and other fresh foods; canned or dehydrated soups or meals; and other items agreed to by the parties from the designated vending machines ("Vending Items"). However, Operator understands and acknowledges that the City currently has an exclusive contract with Coca-Cola Enterprises d/b/a Coca-Cola Bottling Company of North Texas for sale and distribution of non- alcoholic beverages and as such, Operator shall not engage in the sale of beverages. 4.3 Pre-processed food items should be nationally advertised brands, unless otherwise agreed to by City, of unquestionable and superior quality. 4.4 All sandwiches must be made the same day they are placed in the vending machines and must be made from fresh bread or rolls. Sandwiches and other fresh foods must show the date of preparation and expiration in a conspicuous place on the wrapper. 4.5 Operator shall not place Vending Items in the vending machines after the expiration date contained on the Vending Items. 4.6 Operator shall promptly remove all expired Vending Items from the vending machines. 4.7 Prices of all items dispensed through the vending machines shall be subject to the Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 2 of 15 approval of the City and any change of price must require City's approval. 4.8 All vending equipment must be new or in excellent operating condition and have an attractive appearance, which shall be at the sole discretion of the Director. All vending machines must have dollar bill acceptors and accept nickels, dimes and quarters in any combination, return the appropriate change for any Vending Item, and be equipped with a meter to accurately track sales. All machines must be maintained in good working order. 4.9 Operator shall be solely responsible for the management, operation, maintenance and repair of the vending machines on the City's Premises. All vending machines, together with the contents thereof are and shall remain the property of the Operator, and only the Operator or its representatives may remove or replace the vending machines at the Premises. Operator reserves the right to remove unproductive or frequently vandalized or damaged equipment from the Premises. 4.10 City reserves the right to approve the specific location and relocation of vending machines, subject to this Agreement. 4.11 The City reserves the right to require replacement or removal of vending machines that, for any reason whatsoever, are not considered acceptable to the City and to require replacement of vending machines by another vending machine acceptable to the City. If City requests the removal or replacement of a vending machine, the Operator must comply with that request within fifteen (15) days, unless otherwise agreed to in writing by the parties. 4.12 The Operator may ask the Director for permission to add or remove machines from the Premises. For each request, Vendor must provide supporting information and justification for the change. The Director will then decide whether to grant permission or deny the request. Vendor must adhere to the decision of the Director. 4.13 Operator shall place instructions on each machine that detail (1) operation of the vending machines, (2) how to report malfunctions, (3) how to comment on product quality, and how to request refunds. 4.14 For refunds, Operator shall provide up to two (2) downtown cash funds of $10 each and two (2) cash funds of $5 each for refunds at locations as designated by the Director. Operator shall supply a form, to be approved by the Director, that will be used as a voucher system for making claims for refunds. The form shall include space for the (1) type of machine, (2) location (building, floor, etc.) (3) amount of loss, (4) description of how the loss occurred, (5) date of loss, and (6) signature of claimant. 4.15 Operator shall provide City reasonable free maintenance service to the vending machines under a routine schedule as provided by the Operator, to include weekly service/inspection by the route supervisor and biweekly service/inspection by the operations manager. All vending machines service will be provided during the City's normal business hours, i.e., 8:00 AM — 5:00 PM Monday through Friday, City holidays excluded. Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 3 of 15 4.16 Upon receipt of a service request, Operator shall provide the City with a toll -free service number. Upon request by the City or the City's licensed and contracted concessionaries for vending machine service, Operator will respond within eight (8) hours during regular business hours and within twenty-four (24) hours during non -business hours and weekends, excluding holidays recognized by the City. All service requests must be completely resolved to the satisfaction of the Director within fifteen (15) days of the initial request unless otherwise agreed to in writing by the parties. Operator shall not be obligated to provide service hereunder during periods in which it is prevented from doing so due to strikes, civil disturbances, unavailability of parts or other causes beyond the control of Operator. Neither Operator nor City shall be liable for damages of any kind arising out of delays of the Operator in rendering service due to strikes, civil disturbances, unavailability of parts, or any other circumstances which are reasonably beyond the control of the Operator. 4.17 Delivery trucks shall be permitted only on existing service drives, and must be clearly identified with Operator's name. Where no service drives are available, delivery trucks should follow applicable parking regulations. All Operator's drivers and employees must have identification on their clothing clearly identifying who they are and the Operator's name and/or logo. 4.18 Commercially accepted practices shall apply to any detail not covered in this Agreement. 5. Installation Schedule Upon the Effective Date of the Agreement, the City and Operator agree to the following schedule: 5.1 Installation of all eleven (11) vending machines shall be completed within 30 days. 5.2 Future vending machines, if deemed necessary by the Director, shall be installed under normal service provisions as mutually agreed upon between the City and Operator and shall be subject to the terms of this Agreement. 6. Termination 6.1 The terms and conditions of this Agreement may be cancelled by the parties, such cancellation to be effective only by written notice by certified or registered mail and specifying a termination date which shall be no less than thirty (30) days after the receipt thereof. 6.2 In the event that either party shall default in the performance of any of its obligations hereunder and such default shall not be cured by the defaulting party within thirty (30) days after receipt by the defaulting party of a written notice sent by certified or registered mail from the aggrieved party specifying such default, and the default is not cured, the aggrieved party may terminate this Agreement by sending to the defaulting party termination notice as described in section 6.1, above. Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 4 of 15 7. LIABILITY, INDEMNIFICATION. AND RELEASE 7.1 Liability OPERATOR SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S), ERRORS, OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF OPERATOR. 7.2 INDEMNITY OPERATOR COVENANTS AND AGREES TO, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MIDSCONDUCT OF OPERATOR.. 7.3 Release Operator agrees to and shall release City from and against any and all liability for injury, death, damage or loss to persons or property sustained or caused by Operator in connection with or incidental to performance under this Agreement. 7.4 Release and Indemnity by Operator's Contractors and Subcontractors Operator shall require all of its contractors and subcontractors to include in their contracts and subcontracts a release and indemnity in favor of City in substantially the same form as above. 8. Insurance 8.1 Operator shall carry insurance in types and minimum amounts as described below acceptable to the City for the duration of this Agreement and, prior to the Effective Date, shall furnish the City Manager's Office with Certificates of Insurance. 8.1.1 Commercial General Liability (CGL) $1,000,000 each occurrence Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 5 of 15 $2,000,000 aggregate limit Coverage shall include but not be limited to the following: premises operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, be as comprehensive as the current Insurance Services Office (ISO) policy. 8.1.2 Automobile Liability $1,000,000 each accident on a combined single limit basis Or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non -owned. 8.1.3 Workers' Compensation Statutory limits Employer s liability $100,000 $100,000 $500,000 Each accident/occurrence Disease - per each employee Disease - policy limit 8 2 Insurers shall have no right of recovery or subrogation against the City of Fort Worth, it being the intention that the insurance policy shall protect all parties to the Agreement and be primary coverage for all losses covered by the pohcies. 8.3 Operator issuing the insurance policy shall have no recourse against the City of Fort Worth for payment of any premiums or assessments for any deductibles which all are at the sole risk of Operator. 8.4 The terms "Owner," "City," or City of Fort Worth shall include all authorities, Boards, Bureaus, Commissions, Divisions, Departments and Offices of the City and the individual members, employees and agents thereof in their official capacities and/or while acting on behalf of the City of Fort Worth. 8.5 The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any future coverage or to City's self -insured retention of whatever nature. 8.6 The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured' to Commercial General Liability and Auto Liability policies. The City, its officials, employees, agents and officers shall not be endorsed as an "Additional Insured" to Worker's Compensation and Employers Liability coverage. 8.7 General liability coverage shall be written on a Combined Single Limit Per Occurrence basis and the policy shall include Broad Form Property Damage Coverage with an insurance carrier satisfactory to City If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 6 of 15 insurance for any differences is required Excess Liability shall follow form of the primary coverage. 8.8 All policies shall be written by an insurer with an A-•VIII or better rating by the most current version of the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the City. 8.9 Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence" basis unless otherwise stipulated herein. 8.10 If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 8.11 Certificates of Insurance shall be delivered to the City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102 evidencing all the required coverages, including endorsements. 8.12 Operator shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of this Agreement or the twenty -four -month period following completion, in the case of a claims -made policy. The City reserves the right to review the insurance requirements of this section during the effective period of this Agreement and to make reasonable adjustments to insurance coverage their limits when deemed necessary, based upon changes in statutory law, court decisions or the claims history of the industry or financial condition of the insurance company, as well as that of the Operator 9. Notice Any notice or other communication hereunder shall be in writing, shall be sent via registered or certified mail, overnight courier or confirmed facsimile transmission and shall be deemed given when deposited, postage prepaid, in the United States mail addressed as set forth below, or to such other address as either of the parties shall advise the others in writing: If to City: City of Fort Worth 1201 Houston Street Fort Worth, Texas 76102 Attention: Director of Public Events Facsimile: 817-392-2756 with a copy to: City of Fort Worth City Attorney's Office Attn: Public Events Attorney Operator: Supreme Distributing, LLC 11736 C.R. 525 Mansfield, TX 76063 Attention Shawn Wiser Facsimile: 972-352-5554 Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 7 of 15 1000 Throckmorton Fort Worth, Texas 76102 10. Right to Audit The City shall have, for three (3) years following the termination of this Agreement and upon reasonable advance notice access to and the right to examine and audit any books documents, papers records or other data of Operator that involve transactions relating to this Agreement. Accordingly, Operator shall provide the City with access during normal working hours to all of Operator's facilities and with appropriate workspace at Operator's facilities necessary for the City to conduct examinations and audits in accordance with this Agreement. 11. Confidentiality Operator understands and acknowledges that City is a public entity under the laws of the State of Texas and as such, all documents held by City are subject to disclosure under Chapter 552 of the Texas Government Code Operator shall clearly indicate to City what information it deems proprietary. If City is required to disclose any documents that may reveal any Operator Proprietary Information to third parties under the Texas Government Code or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, City will notify Operator prior to disclosure of such documents, and give Operator the opportunity to submit reasons for objections to disclosure. The City agrees to restrict access to Operator's information to those persons within its organization who have a need to know for purposes of management of this Agreement. The City agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of information. The City will use its best efforts to secure and protect Company's information in the same manner and to the same degree it protects its own proprietary information; however, City does not guarantee that any information deemed proprietary by Operator will be protected from public disclosure if release is required by law The foregoing obligation regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of this Agreement. 12. Trademarks and Copyrights No party shall obtain by this Agreement, any right, title, or interest in the trademarks of the parties, nor, except as provided herein, shall this Agreement give any party the right to use, refer to, or incorporate in marketing or other materials the name, logos trademarks or copyrights of the other parties. 12.1 Operator, its designees or assignees, shall not use, any designated Account Marks or copyrights of the City of Fort Worth, photographs and/or recordings, or sell, transfer, or give any original prints or reproductions for circulation and/or publication for use by a third party, without the prior written consent of the City and in any manner that reflects unfavorably upon the good name, goodwill, reputation, or image of the City of Fort Worth. Operator, its designees or assignees, shall not use any designated Account Marks copyrights, photographs and/or recordings in any manner that would cause confusion in the public mind as to the permitted use for which Operator has been granted such rights. None of the designated Account Marks or copyrights of the City of Fort Worth shall be Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 8 of 15 incorporated into a common graphic or be associated with third party trade names or marks. Operator, its designees or assignees, may not use any of the designated marks or copyrights of the City of Fort Worth or authorize such use on any World Wide Web site or on any other on-line site, except as specifically approved by the City of Fort Worth. Operator, its designees or assignees shall not have the right or license to manufacture or case the production of merchandise items bearing the designated mark or copyright without the prior consent of the City. 12.2 Operator agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any other regulations, including, but not limited to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third -party copyrighted works by Operator. City expressly assumes no obligations, implied or otherwise regarding payment or collection of any such fees or financial obligations City specifically does not authorize permit, or condone the reproduction or use of copyrighted materials by Operator without the appropriate licenses or permission being secured by Operator in advance IT IS FURTHER AGREED THAT OPERATOR SHALL RELEASE DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF ANYTHING COVERED HEREIN BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Operator. 13. Assignment Operator shall not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written Agreement with City and Operator under which the assignee agrees to be bound by the duties and obligations of Operator under this Agreement. Operator and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If City grants consent to a subcontractor, the subcontractor shall execute a written Agreement with Operator referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of Operator under this Agreement as such duties and obligations may apply Operator shall provide City with a fully executed copy of any such subcontract. 14. Independent Contractor It is expressly understood and agreed that Operator shall operate as an independent contractor as to all rights and privileges granted herein and not as an agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Operator shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers agents, servants, employees, contractors, and subcontractors Operator acknowledges that the doctrine of respondeat superior shall not apply as between City, Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 9 of 15 its officers, agents, servants and employees, and Operator, its officers, agents, employees, servants, contractors and subcontractors. Operator further agrees that nothing herein shall be construed as creating a partnership or joint enterprise between City and Operator. 15. Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16. Governmental Powers It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 17. Force Maieure It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems, or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the Term shall be extended for a period of time equal to the period such party was delayed If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, the City, in it sole discretion, after consultation with the Operator, may cancel or postpone any scheduled delivery or event in the interest of public safety 18. Severabilitv: Heading 18.1 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18.2 The headings or captions of the various sections of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions of the applicable Agreement. 19. Compliance with Laws, Ordinances, Rules and Regulations 19.1 Each party hereto agrees that it will, in its performance of its obligations hereunder, fully comply with all applicable laws regulations and ordinances of all relevant authorities and shall obtain all licenses, registrations or other approvals required in order to fully perform its obligations hereunder. Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 10 of 15 19.2 This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including but not limited to, all provisions of the City's Charter and ordinances, as amended. 20. Entirety of Agreement This Agreement, including the exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Operator, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties and, if required, approved by the City's City Council. 21. Disclosure of Conflicts and Confidential Information Operator hereby warrants to City that Operator has made full disclosure in writing of any existing or potential conflicts of interest related to Operator's services under this Agreement In the event that any conflicts of interest arise after the Effective Date of this Agreement, Operator hereby agrees immediately to make full disclosure to City in writing. Operator, for itself and its officers, agents, and employees, further agrees that it shall treat all information provided to it by City as confidential and shall not disclose any such information to a third party without the prior written approval of City. Opel ator shall store and maintain City information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City information in any way. Operator shall notify City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 22. Non -Discrimination Covenant Operator, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein, agrees that, in the performance of Operator's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Operator, its personal representatives, assigns, subcontractors or successors in interest, Operator agrees to assume such liability and to INDEMNIFY AND DEFEND City and hold City harmless from such claim. 23. No Waiver The failure of City or Operator to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Operator's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 24. Review of Counsel The Parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 11 of 15 Agreement or exhibits hereto. 25. Amendments, Modifications, and Extensions No extension, modification, or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification or amendment is set forth in a written instrument that is executed by an authorized representative and delivered on behalf of such party. 26. Signature Authority The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 27. Taxes and Fees Operator covenants and agrees to pay promptly all lawful general taxes, special - assessments, excises, license fees, and permit fees that arise solely on account of Operator's operation in the Premises and take out and keep current all licenses, municipal, state, or federal, required covenants and agrees not to permit any of said taxes, assessments, excises, fees, or charges to become delinquent. 28. Other Remedies Any termination of this Agreement will not relieve Operator from paying any sum or sums due and payable to City under the Agreement at the time of termination, or any claim for damages then or previously accruing against Operator under this Agreement. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Operator for any default under the Agreement All City's rights, options, and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Agreement. 29. Surrender of Possession No notice to quit possession at the expiration date of the term of this Agreement shall be necessary. Operator covenants and agrees that, at the expiration date of the term of this Agreement, or at the earlier termination thereof, it will peaceably surrender possession of the Premises and applicable licenses in good condition, reasonable wear and tear, and acts of God excepted [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 12 of 15 CITY OF FORT WORTH B san Alanis ssistant City Manager Approved as to Form and Legality: Tyler F. 3W�tlach Assistant City Attorney Mary Kayse City Secretait No M&C Required SUPREME DISTRIBUTING, LLC By: Shawn Wiser President seat C°47444k %0 (,) 814 QX0 0 PI gal 0 ea 4tbitiatee ).# OFFICIAL RECORD CITY SECRETARY WORM, TX • Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 13 of 15 Proposed Locations Building LL CITY HALL OLD CITY HALL/PUBLIC SAFETY BLDG. CITY HALL 3RD FLOOR CAFETERIA CITY HALL PARKING GARAGE CITY HALL WATER CUSTOMER SERVICE FACILITIES MAINTENANCE ANIMAL CARE & CONTROLL HAZEL HARVEY PEACE CENTER TEXAS RAILROAD COMMISSION ZIPPER BUILDING, 2ND FLOOR GUINN SCHOOL TOTALS St. # Street 1000 1000 THROCKMORTON THROCKMORTON EXHIBIT A AV ST 1000 THROCKMORTON ST 311 908 5001 4900 818 401 275 1150 W. 10TH MONROE JAMES MARTIN MISSOURI W. 13TH W. 13TH South Freeway Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC ST Zip 76102 76102 76102 76102 ST 76102 AVE ST 76115 76119 AVE 76104 ST 76102 ST 76102 76104 -5064 Machines Notes 1 1 Adding fresh food vending on trial basis. Will accept 2 credit card 1 1 1 1 1 1 1 1 12 Will accept credit card Will accept credit card 14of15 EXHIBIT B COMMISSIONS SCHEDULE Pursuant to Section 2 of this Agreement of which this Commissions Schedule is made a part thereof and incorporated therein by reference, Operator has agreed to pay to City twenty five (25%) percent of its gross receipts on the following products sold through its vending machines as set forth below ( `Commissions"), subject to the terms and conditions set forth in this Commissions Schedule: PRODUCTS SUBJECT TO COMMISSIONS BASIS FOR AMOUNT OF COMMISSIONS NON-PERISHABLE SNACKS 25.0% PERISHABLE ITEMS PRICING NON-PERISHABLE PRODUCTS GUM & MINTS CANDY CRACKFRS LARGE SINGLE SERVE CHIPS REG CHIPS, 1 OZ PASTRY BIG COOKIE MICROWAVE POPCORN POPTART HOT CANNED FOOD TUNA SALAD KIT FRESH FRUIT & PUDDING COMPLEAT MEALS 0% PRICE 0.55 0.85 0.75 0.85 0.60 1.00 0.80 0.75 1.00 2.50 2.00 0.50 2.50 COMMISSION 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 0.0% 0.0% 0.0% 25.0% Commissions shall be paid to the City quarterly on or before the tenth (10t") day of the month following the end of the applicable quarter which the commission is be ng paid as set forth in Section 2.2 of this Agreement, unless otherwise expressly provided herein. Commissions shall be paid to the City at the address set forth in the Agreement. The quarters shall be July -September, October -December, January -March and April -June. Vending Service Agreement Between The City of Fort Worth and Supreme Distributing, LLC 15 of 15