HomeMy WebLinkAbout6/5/2002 - STAFF REPORTS (5) DATE: June 5, 2002
TO: City Council
FROM: Assistant Director of Aviation via Executive Director- Airports
COURTESY VENDING SERVICE CONTRACT SERVICES AGREEMENT
RECOMMENDATION:
It is recommended thatthe City Council approve a standard contract services agreement
between the City of Palm Springs and Courtesy Vending Service for expanded vending
services at the Airport.
SUMMARY:
Courtesy Vending Service provides vending machines for the traveling public in airport
terminal areas, and is seeking to expand this service to various locations of the airport
used primarily by airport employees and ground transportation operators.
BACKGROUND:
Courtesy Vending Service has a separate contract with Anton Airfood, Inc. to provide
vending services in public areas of the Airport. Airport staff has identified additional
areas where vending services are needed. Vending machines in these locations are
intended to be used by airport employees and ground transportation operators. Pricing
rates vary due to the anticipated users. The airport will receive a percentage of the gross
revenues as shown in the following locations:
City Employee Lounge: Ground Transportation Center:
1 Snack Machine 5% 1 Snack Machine 10%
1 Soda Machine 5% 1 Soda Machine 12%
1 Coffee Machine 10%
1 Pool Table 30%
It is estimated that the Airport will receive approximately$300.00 per month ($3,600.00
annually) from this expanded service. The term of this agreement is for three (3)years
with two (2)one year renewal options. It is recommended that the City Council approve
this standard contract services agreement between the City of Palm Springs and
Courtesy Vending Service.
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—BARRYRI,F-, hTH _ LEN F "S OOT, A.A.E.
Assistent Director of Aviation Executive Director-Airports
APPR EVO
City Manager
Attachments: Contract Service Agreement Minute Order REVIEWED BY DEPT. OF FINANCE
X:\WordPerfect\City_council\CourtesyVending_CSA_060502cccwpd A
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT
FOR
COURTESY VENDING SERVICE
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and
entered into this day of , by and between the CITY OF
PALM SPRINGS, a municipal corporation (herein "City") and Courtesy Vending Service
(herein "Contractor").
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions
of this Agreement, the Contractor shall perform the work or services set forth in the"Scope
of Services" attached hereto as Exhibit "A" and incorporated herein by reference.
Contractor warrants that all work and services set forth in the Scope of Services will be
performed in a competent, professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations
of the City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at
its sole cost and expense such licenses, permits and approvals as may be required by law
for the performance of the services required by this Agreement.
2.0 PAYMENT OF PERCENTAGE FEES
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
City shall be entitled to compensation from each vending transaction in accordance with
the"Schedule of Payment'attached hereto as Exhibit"B" and incorporated herein by this
reference.
2.2 Method of Payment. Contractor shall be solely responsible for
payment of percentage fee pervending transaction by the fifteenth (15`h)day of each month
of the term, including the fifteenth (151h) of the month following termination of this
Agreement. Contractor shall pay to City all fees do City under"Schedule of Payment' for
the preceding month, which payment shall be accompanied by an itemized statement
showing the number of customer transactions and revenue generated from each machine.
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. Richard Lazalde is hereby designated
as being the principal and representative of Contractor authorized to act in its behalf with
respect to the work and services specified herein and make all decisions in connection
therewith.
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3.2 Contract Officer. Allen F. Smoot, A.A.E., Executive Director -
Airports is hereby designated as being the representative the City authorized to act in its
behalf with respect to the work and services specified herein and make all decisions in
connection therewith ("Contract Officer"). The City Manager of City shall have the right to
designate another Contract Officer by providing written notice to Contractor.
3.3 Prohibition Against Subcontracting or Assignment. Contractor shall
not contract with any entity to perform in whole or in part the work or services required
hereunder without the express written approval of the City. Neither this Agreement nor any
interest herein may be assigned or transferred, voluntarily or by operation of law, without
the prior written approval of City. Any such prohibited assignment or transfer shall be void.
3.4 Independent Contractor. Neither the City nor any of its employees
shall have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as otherwise set forth. Contractor
shall perform all services required herein as an independent contractor of City and shall
remain under only such obligations as are consistent with that role. Contractor shall not
at anytime or in any manner represent that it, or any of its agents or employees, are agents
or employees of City.
4.0 INSURANCE, INDEMNIFICATION AND BONDS
4.1 Insurance. The Contractorshall procureand maintain,atits solecostand
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial
general liability insurance written on a per occurrence basis with a combined single
limit of at least $1,000,000 bodily injury and property damage including coverages
forcontractual liability, personal injury, independent contractors, broad form property
damage, products and completed operations. The Commercial General Liability
Policy shall name the City of Palm Springs as an additional insured in accordance
with standard ISO additional insured endorsementform CG2010(1185)or equivalent
language.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in an amount which fully complies with the statutory
requirements of the State of California and which includes $1,000,000 employer's
liability.
(c) Business Automobile Insurance. A policy of business
automobile liability insurance written on a per occurrence basis with a single limit
liability in the amount of$1,000,000 bodily injury and property damage. Said policy
shall include coverage for owned, non-owned, leased and hired cars.
(d) Additional Insurance. Additional limits and coverages, which may
include professional liability insurance, will be specified in Exhibit B.
All of the above policies of insurance shall be primary insurance. (Reference Section
4.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution
it may have against the City, its officers, employees and agents, and their respective
insurers. In the event any of said policies of insurance are canceled, the Contractor shall,
prior to the cancellation date, submit new evidence of insurance in conformance with this
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Section 4.1 to the Contract Officer. No work or services under this Agreement shall
commence until the Contractor has provided the City with Certificates of Insurance,
endorsements or appropriate insurance binders evidencing the above insurance coverages
and said Certificates of Insurance, endorsements, or binders are approved by the City.
The contractor agrees that the provisions of this Section 4.1 shall not be construed
as limiting in any way the extent to which the Contractor may be held responsible for the
payment of damages to any persons or property resulting from the Contractor's activities
or the activities of any person or persons forwhich the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 3.3 of this Agreement the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same polices of insurance that the
Contractor is required to maintain pursuant to this Section.
4.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless
from, any and all actions, suits, claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities")that may
be asserted or claimed by any person, firm or entity arising out of or in connection with the
negligent performance of the work, operations or activities of Contractor, its agents,
employees, subcontractors, or invitees, provided for herein, or arising from the negligent
acts or omissions of Contractor hereunder, or arising from Contractor's negligent
performance of or failure to perform any term, provision, covenant or condition of this
Agreement, whether or not there is concurrent passive or active negligence on the part of
the City, its officers, agents or employees but excluding such claims or liabilities arising
from the sole negligence or willful misconduct of the City, its officers, agents or employees,
who are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection
with any of said claims or liabilities and will pay all costs and expenses, including legal
costs and attorneys' fees incurred in connection therewith;
(b) Contractorwill promptly pay anyjudgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations
or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its
officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made
a party to any action or proceeding filed or prosecuted against Contractor for such
damages or other claims arising out of or in connection with the negligent performance of
or failure to perform the work, operation or activities of Contractor hereunder, Contractor
agrees to pay to the City, its officers, agents or employees, any and all costs and expenses
incurred by the City, its officers, agents or employees in such action or proceeding,
including but not limited to, legal costs and attorneys' fees.
4.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in
California, rated "A" or better in the most recent edition of Best's Key Rating Guide or in
the Federal Register, unless such requirements are waived by the City Manager or
designee of the City Manager due to unique circumstances. In the event the City Manager
determines that the work or services to be performed under this Agreement creates an
increased or decreased risk of loss to the City, the Contractor agrees that the minimum
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limits of the insurance policies and the performance bond required by this Section 4 may
be changed accordingly upon receipt of written notice from the City Manager or designee;
provided that the Contractor shall have the right to appeal a determination of increased
coverage by the City Manager to the City Council of City within ten (10) days of receipt of
notice from the City Manager.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,
this Agreement shall continue in full force beginning May 1, 2002
and ending June 30, 2005 with two (2) one year renewal options available
for lease extension.
5.2 Termination Prior to Expiration of Term. Either party may terminate
this Agreement at any time, with or without cause, upon thirty (30) days written notice to
the other party. Upon receipt of the notice of termination, the Contractor shall immediately
cease all work or services hereunder except as may be specifically approved by the
Contract Officer. In the event of termination by the City, Contractor shall be entitled to
compensation for all services rendered priorto the effectiveness of the notice of termination
and for such additional services specifically authorized by the Contract Officer and City
shall be entitled to reimbursement for any compensation paid in excess of the services
rendered.
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Contractor covenants that, by and
for itself, its heirs, executors, assigns and all persons claiming under or through them, that
there shall be no discrimination against or segregation of, any person or group of persons
on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in
the performance of this Agreement. Contractor shall take affirmative action to ensure that
applicants are employed and that employees are treated during employment without regard
to their race, color, creed, religion, sex, marital status, national origin or ancestry.
6.2 Non-liability of City Officers and Employees. No officer or employee
of the City shall be personally liable to the Contractor, or any successor in interest, in the
event of any default or breach by the City or for any amount which may become due to the
Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or
the financial interest of any corporation, partnership or association in which he is, directly
or indirectly interested, in violation of any State statute or regulation. The Contractor
warrants that it has not paid or given and will not pay or give any third party any money or
other consideration for obtaining this Agreement.
6.4 Notice. Any notice, demand, request, document, consent, approval,
or communication either party desires or is required to give to the other party or any other
person shall be in writing and either served personally or sent by prepaid, first-class mail,
in the case of the City, to the Department of Aviation, Attn: Executive Director - Airports,
3400 E Tahquitz Canyon Way, Suite OFC, Palm Springs, CA 92262, and in the case of the
Contractor, to the person at the address designated on the execution page of this
Agreement.
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6.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
6.6 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this
Agreement. This Agreement may be amended at any time by the mutual consent of the
parties by an instrument in writing.
6.7 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining portions of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
6.8 Waiver. No delay or omission in the exercise of any right or remedy
by a nondefaulting party on any default shall impair such right or remedy or be construed
as a waiver. A party's consent to or approval of any act by the other party requiring the
party's consent or approval shall not be deemed to waive or render unnecessary the other
party's consent to or approval of any subsequent act. Any waiver by either party of any
default must be in writing and shall not be a waiver of any other default concerning the
same or any other provision of this Agreement.
6.9 Attorneys' Fees. If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted,whether legal or equitable, shall be entitled to reasonable attorney's
fees, whether or not the matter proceeds to judgment.
6.10 Corporate Authority. The persons executing this Agreement on behalf
of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are
duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so
executing this Agreement, such party is formally bound to the provisions of this Agreement,
and (iv) the entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound.
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as
of the date first written above.
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
By City Clerk
By City Manager
APPROVED AS TO FORM:
CONTRACTOR: _
By City Attorney
Signature-(Notarized)
Corporations require two notarized signatures:one from each
of the following:A.Chairman of Board,President,or any Vice Print Name & Title
President; and B. Secretary, Assistant Secretary, Treasurer,
Assistant Treasurer,or Chief Financial Officer
By
Signature (Notarized)
Print Name &title
Mailing Address:
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EXHIBIT "A"
SCOPE OF WORK
Courtesy Vending Services presently has a seperate contract with Anton Airfood, Inc. to provide
vending services in public areas of the Airport. For reference, these locations are shown in order
to alleviate any confusion ofwhatvending machines belong underthe City's agreement(i.e."Airport
Terminal") versus the agreement with Anton Airfood, Inc. Vending machines for the "Airport
Terminal" include: 2 snack and 2 soda machines , 1 coffee machine and 1 pool table. Contractor
agrees to install and service on a weekly basis the following Food & Beverage machines and Pool
Table:
CITY OF PALM SPRINGS DEPARTMENT OF AVIATION VENDING MACHINES AND
PERCENTAGES (i.e. "AIRPORT TERMINAL")
City Employee Lounge:
1 Snack machine 5% to City of Palm Springs
1 Soda machine 5% to City of Palm Springs
GTC - Ground Transportation Center
1 Snack machine 10% to City of Palm Springs
1 Soda machine 12% to City of Palm Springs
1 Coffee machine 10% to City of Palm Springs
1 Pool Table 30% to City of Palm Springs
ANTON AIRFOOD INC. VENDING MACHINE LOCATIONS AND PERCENTAGES
Airport Terminal (located by Security Checkpoint)
1 Snack machine 26% to Anton
1 Soda machine 40% to Anton
Airport Terminal Gate 2:
1 Snack machine 26% to Anton
1 Soda machine 40% to Anton
Airport Terminal Gate 3:
1 Soda machine 40% to Anton
Airport Terminal Gate 19:
1 Snack machine 26% to Anton
1 Soda machine 40% to Anton
The number and type of machines, percentage amounts or cost per item shall not be changed
unless Contractor receives prior written approval from the Executive Director- Airports.
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EXHIBIT "B"
Schedule of Payment
As previously listed in Section 2.2
Method of Payment. Contractor shall be solely responsible for payment of percentage fee per
vending transaction by the fifteenth (151h) day of each month of the term, including the fifteenth
(15")of the month following termination of this Agreement. Contractor shall pay to City all fees do
City under"Schedule of Payment'for the preceding month,which payment shall be accompanied
by an itemized statement showing the number of customer transactions and revenue generated
from each machine.
Vending machines specified as "Airport Terminal' ( 2 snack and 2 soda machines . 1 coffee
machine and 1 pool table as also shown in Exhibit Al
Snack machines located in the Ground Transportation Center: 10% percentage fee to City
Soda machines located in Ground Transportation Center: 12% percentage fee to City
Coffee machine located in the Ground Transportation Center: 10% percentage fee to City
Pool table located in the Ground Transportation Center: 30% percentage fee to City
Snack machine located in the City Employee Lounge: 5% percentage fee to City
Soda machine located in the City Employee Lounge: 5% percentage fee to City
The number and type of machines, percentage amounts or cost per item shall not be changed
unless Contractor receives prior written approval from the Executive Director-Airports.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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MINUTE ORDER NO.
APPROVING A STANDARD CONTRACT SERVICE
AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND
COURTESY VENDING SERVICE FOR EXPANDED VENDING
SERVICES AT THE AIRPORT FOR A THREE YEAR PERIOD.
I HEREBY CERTIFY that this Minute Order, approving a standard contract
services agreement between the City of Palm Springs and Courtesy Vending
Service for expanded vending services atthe Airport fora three year period,was
adopted by the City Council of the City of Palm Springs, California, in a meeting
thereof held on the 51h day of June, 2002.
PATRICA A SANDERS
City Clerk
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