VENDING MACHINE SERVICES CONTRACTVENDING MACI�INE SERVICES CONTRACT BETWEEN
CITY QF CLEARWATER AND BI�REALi OF BUSINESS ENTERPRISE
This Contract, entered into this day of , 2019 by and bett.�een the
CITY QF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City" P.C}.
Box A74$, Clearwater, Fiorida 3375$ and Bureau of Business Enterprise, Division of B1ind
Services, Department of Education, an agency of the State of Florida, hereinafter referred to as
`BBE" 325 W. Gaines Street, Turlington B�dg, Suite 111�, Tallahassee, Fiorida 323}9.
WHEREAS, the City desires to continue prc�viding heaithy snack vending services,
prc�moting a culture of wellness for the benefit of employees and the general community; and
WHEREAS, BBE agrees to provide healthy snack vending services at t%e iowest possible
costs (no commissions to be paid to the City�;
WI-IEREAS, BBE has provided these services to the City very successfully for the past
four years,
NOW THEREFORE, in consideration of the promises stated herein, the City and BB�
mutually agree as follows:
1. SCQPE {}F PRQJECT
BBE agrees to provide snack vending services as set forth in Exhibit A, which is
incorporated by reference and attached hereto. The parties acknawledge that BBE will provide
these services through a licensed blind uendor {hereinafter referred to as "Vendar"}, who may be
rep�aced with another Vendor if and as necessary. Vendor will be an independent contractor, and
neither Vendor nor its employees sha11 be considered employees of the City or BBE. BBE sha11
ensure, through incorporation of this Cc�ntract into its agreement with Vendor, that Vendor
cc�mplies with all the requiremer�ts of this Contract and its attached E�ibits.
2. TERM
The initial Contract Term shall commence September 1, 2019 and end August 31,
2Q22. One {1�, three {3) year renewal term is provided,
3. CQMPENSATIQN
In exchange for provided services, the City forgoes the payment of commissions in order
t4 maintain 1ov47er vending prices.
4. NOTICES AND CHANGES QF ADDRESS
Any notice required or permitted to be given by the provisions of this Cc�ntract sha1l be
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conclusively deemed to ha�Te been receit=ed by a partt�� heretc� on the date it is hand delivered to
such party at the address indicated belo��� {or at such c�ther address as such partv shall specif��
to the otl�er part}r in writing}, or if sent b�- registered or certified mail {posta�e prepaid} on the
fift1� {Sth} business day after the day on ��hich such nc�tice is mailed and properly� acidressed.
Bureau of Business Enterprises {BBE}
��illiam Findley
Bureau Chief
325 W. Gaines Street
Turlin�tc�n B1dg. Suite I 11 �
Tallahassee, FL 32�9}
Phone: 85�-2�5-03��
F�: 850-2�5-036�
5. TERMINATION �F CONTRACT
Cit�£ of Ciear�vater
Art I�ader
Parks and Recreation, Directc�r
PO Box �7�8
Clearwater, FL 33758
�h�ne: ?27-5{2-�8�0
The Cit�= re�erves the r�ght tt� terminate this Contract, with or �uithout cause, upc�n thirty
{30} calend�r days ��ritten notice. B�E shall have the right to terminate this Contract, witl�out
�enalty, if a state-ow�ned building be�omes available to BBE for occupanc�T and given six {{}
months advance w-ritten notice tc� the City by Certified mai1, Return Receipt Requested.
6. INDE�VINIFICATIt}N & INSURANCE
Neither City nor BBE eiects to indemnify the c�ther or third parties from any ciaim; suit,
judgment, debt, or damages, �rising out c�f performance or failure to perform c�r negligent or
��rc�n�fu1 acts c�r omissions under this Cc�ntract of �ny of its employees, ser�rants, c�r a�ents
acting within the employee"s, servant's or agent's office under this �t�ntract. Neither Cit�<,nor
BBE waives its sovereign immunity or any pro�rision of Section �b8.28, Fiorida Statutes.
Nc�thin� in this Cc�ntract may be construed as the cc�nsent of the parties to �e sued by the other
or third parties in an�� matter arising out ofthis Contract. This section shall survi�-e the termination
c�f this Cor�tract.
Insurance requirements are set forth in E�ibit B which is incorporatetl �y reference and
attached hereto.
7, INTERESTS OF PARTIES
BBE covenants that its c�fficers, employees and shareholders have no interest and sha11
not aeql�ire any interest, direct or indirect, which u-ould conflict in any manner or degree �-ith
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the performance and/or provision of services required under the terms and conc�itions of this
Gc�ntract.
8. CQNFQP�NIANCE WITH LAWS
BBE agrees to comply with ai1 applicable federal, state and local laws during the iife of
this Contract. Pursuant to Fiorida Statute, 119.0741 {2}, BBE and Vendor are �i-s required ta comply
with public records 1aws, specifically to:
(a) Keep and maintain public records required by the public agency tc� perform t�e
servzce.
(b} UpQn request from the public agency's custodian of public recorc�s, pravide the
public agency �uith a copy of the requested records or a11ow the records to be
inspected or copied within a reasanable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
{c) Ensure that public records that are exempt or confidential and exempt from pubiic
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion af the contract if the
contractor does not transfer the records to the public agency.
{d} Upc�n completion of the contract, transfer, at no cost, to the pubiic agency all pubiic
records in possession of the contractor or keep and maintain public records required
by the public agency to perform the service. If the contractar transfers al1 public
records to the public agency upon compietion of the contract, the cc�ntractor shail
destroy any duplicate public records that are exempt or confidentiai and exempt
from public records disclosure requirements. If the cantractor keeps and maintains
public records upon campletion of the contract, the cantractor sha11 meet ail
applicable requirements for retaining public records. Al1 records stored
electronically must be provided to the public agency, upan request from the pubiic
agency's custodian af pubiic records, in a format that is compatible with the
information technolagy systems of the public agency.
9. AVAILABILITI� OF FUNDS
As provided in Florida Statute Section 255.2502, BBE's performance anci obligation ta
pay under this cc�ntract is cantingent upon an annual appropriation by the Legislature.
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10. ATTQRNEY FEES
In the event that either party seeks to enforce this Contract thrc�ugh attomeys at 1aw, then
the parties agree that each party shall bear its own attarney fees and casts.
1L GOVERNING LAW AND VENUE
The laws of the State of Flarida sha11 govern this Contract, and any action brought by
either party sha111ie in Pinellas County, Florida.
12. MISCELLANEQUS
a) This Contract sha11 be subject to all appiicable laws, rules, orders, permits, and
regulations of any federa�, state, or local governmental authority having jurisdiction aver the
parties, their facilities, ar the transactions contemplated.
b) This Contract constitutes the entire understanding and agreement between the
Parties and supersedes any and all prior negotiations, understandings Qr agreements.
c) No failure to exercise, delay in exercising, or sing�e or partial exercise of any
right, power or remedy by either party shall constitute a waiver of, or shall preclude any c�ther
ar further exercise of, the same or any other right, power or remedy.
d) Whenever possible, each provision of this Contract sha11 be interpreted in such a
mariner as to be efFective and valid under applicable 1aw, but if any provision of this Gontract or
the application thereof to any party hereto or circumstance is prohibited by or invalid under
applicable law, that pravision sha11 be effective only to the extent of such prohibition or invalidity,
without invalidating the remainder af such provision c�r the remaining provisions of this Contract
or the application of the same.
e) This Cantract may be executed in any number of counterparts, and all the
counterparts taken together shall be deemed to constitute one {1} and the same instrument. The
captions, headings, titles, and subtitles herein are inserted for convenience of reference only and
are to be ignored in any construction of the provisions of this Contract.
f� Any exhibit attached ta this Contract is incorporated by reference herein.
g} Nothing contained herein sha11 be construed as a jaint venture; partnership or
ar�y other similar relatic�nship between City and BBE. Nothing in this Contract sha�t be
construed as creating any rights, benefits or interests in a person or groug that is not a party to
this Contract,
h} Except as prouided in Section 1, this Contract may not be assigned either in
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whole or in part without first receiving tl�e �ity's written consent. Any attempted assignment,
either in whole or in part, without such consent will be nu�l and void and in such e�ent the City
wi�l have the right at its optian to terminate the Cc�ntract. No granting of cc�nsent to any
assignment will relieve BBE from any of its obligatians and liabilities under the Contract.
i} The City, in its sole discretian, reserues the right to request the materials or
services set f4rth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Cantract.
j} There will be no oral cha�ges to this Contract. This �ontract can anly be
modified in a writing signed by both parties. Na charge for extra work or material wi11 be allc�wed
unless approved in writing, in advance, by the City and BBE.
k} This Agreement shall not be deemed tQ be a lease or conveyance of any rea�
property rights nor shall this Agreement constitute an agreement for the use of real property that
would subject the parties to the provisions of any statute regarding �andlord and tenant rights.
This Agreement shall not establish a landlord-tenant relationship between the parties. BBE and
its Vendors shali not abtain any prescriptive rights, easements, or other legal or equitable interest
in any premises ofthe City by reason of the execution ofthis Agreement, or by compliance urith
the terms thereof. Qwnership of the premises shall at all times remain with the City of
Clearwater, and BBE and its Vendars shall not do anything incansistent with such ownership,
except as may be permitted by this Agreement. This Agreement does not vest in BBE or its
Vendors any interest in any premises of the City which may be mortgaged, encumbered or
liened, and na action af BBE or its Vendors shall cause or ereate any interests in real estate or
any encumbrance upon any such real property.
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IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth
above.
Countersigned:
F{ank Hibbard
Mayor
Approved as to form:
Owen Kohler
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
( idettuerit
William B. Home, II
City Manager
Attest:
Rosemarie Call
City Clerk
Florida Department of Education
By:
Date:
Florida Division of Blind Se
By:
Date:
Approved as to form for DBS
ces
By:
Date: 7/7/2020
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ExxIBIT A
Vendor wi11 manage a11 aspects of snack vending machines, incluciing but not limited to sufficient
inventory, product stocking, revenue col�ection, servicelmaintain equipment, handling refunds
and other customer issues. �ervices wi1l be pravided at designated City locatic�ns, including
worksites and recreational faci�ities, bet��een the haurs of B:OQ A.M. and S.QQ I'.M., Monciay
through Friday, excluding City hoiidays. All costs associated with performance of the resulting
contract are the responsibility af Vendor.
Beverage vending is not included in this a�reement.
Nutrition Standards guidelines established by the USI}A's Smart Snacks in Schoais are preferred
at ai� City facilities where youth are served {recreational facilities�. Products that are not USDA
prc�gram compliant may be considered for employee locations.
In consideration of the rights and privileges that wi11 be granted, Vendor shail strive for reduced
costs of vended product. The City wi11 not collect any commissions from vending sales.
E�ui�ment. BBE shali be solely responsible for the placement of fuli- service vending
machines to be serviced by Vendor. Machines and �ocatic�ns may be added or removed at the
City's discretion and BBE must not unreasonably refuse tc� add equipment. Ai1 equipment shail
be equipped with, at a minimum, dollar validators and coin-operated mechanisms with cha�ge
return, slug rejection and coin-return features. Equipment that offers credit card payment aptions
is preferred.
Ec�uipment, whether indaor or autdoor, shali have crime and vandalism prevention measures in
place. Equipment must compiy with all Federal, State, County and City Cades. I1pan expiration
or termination of this Contract, �endor must remove aii machines within ten �10} business days c�f
natification.
En�gX efficie�c�. A11 equipment provided by BBE shall conserve energy anci reduce energy
reiated casts through energy e�ciency. To satisfy this requirement, BBE either can instali
machirtes with an Energy Star� labei (or equivalent} or can utilize energy-saving devices such
as the Vending Miser� or equivalent. Automatically operated dispensing equipment shali be
adequately metered with non-reset meters and shall operate on AC-110 volts. Ai1 equiprr�ent
sha11 be double insuiated or grc�unded.
Nlaintenance. Vendar shal� be responsible for keeping all equipment in a clean and sanitary
condition. Vendor shall be salely responsible for their upkeep and repair to ensure they are in
gooci ��vorking condition at a11 times. Equipment that is damaged or unsightly shail be removed
and replaced within five {5} days notice from the City.
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E�n��vvees. Vendor's vehicles shall be properly placarded with company name and contact
information. Vendor's employees shall present a neat appearance, with nametaglbadges ar�d
cc�mpany logo clearly identified.
Vendor acknowtedges that children, the elderly, andJor disa6led persons will be present at varic�us
City locatians. Therefore, if not otherwise required to conduct background checks by law, Vendor
u4luntarily agrees ta register with the Florida Department of Law Enforcement (FDL�} to
participate in the Volunteer & Employee Criminal History System {VE�HS} for background
checks, as authorized by the National Chi1d Protection Act {NCPA}, as amended, and Florida
Statute 943.05�2, as may be amended from time to time.
Americans with Disabilities Act. All vending machines sha�1 meet the requirements of the
Americans with Disabilities Act, as may be amended from time to time.
Snack items. Compliance with Smart Snacks in Schools standards is preferred. Healthy Snack
Items, as defined by the USDA's Smark Snacks in Schools, should meet the fc�Ilowing generally
stated Nutrition Standards, per item:
• 200 caiories or Iess per snack item package, maximum 230 mg sodium
• 350 calories or less per entree item, maximum �$0 mg sodium
• Not to exceed 35°l� of calories from total fat {exemptions per USDA Standards}
+ Not to exceed 1 Q°lo ca�ories from saturated fat
• Zero {0} grams trans fat
• Not to exceed 35°l� of calories from total sugar {exemptions per USDA Standards)
• Accompaniments such as cream cheese, dressing or butter must be included in the
nutrient profile as part of the food items
* Each snack item must meet ane of the fo�lowing criteria:
o Be a"whate grain-rich" grain product, or
o I-iave as the first ingredient a fruit, vegetable, dairy product or protein food, or
o Be a combination food that contains at least'ld cup of fruit and/or vegetable; or
o Contain 10°l0 of the Daily Value {DV} of one of the nutrients of public health
concern in the 2Q1Q Dietary Guidelines for Americans (calcium, potassium,
vitamin D or dietary fiber}
• Fruits that are fresh, frozen or cann�d in water, 1QQ°lo juice, light syrup or extra 1�ght syrup
and vegetables that are fresh, frozen or canned with no added ingredients except water
and small amount of sugar for processing, are exempt from meeting the standards
Additianally, the City would prefer snacks meet the additianal criteria:
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• 3 grams or more of fiber in items claiming ta be a whole grain product
+ Yagurts ��ith na more than 25 grams of sugar per 8 oz. serving
• Nuts or seeds with no added fats or sweeteners
A�1 tnachines shouid provide a broad assortment of chaices. 4ut-of-date products are to be
removed immediately from the machines. Expiration dates should be on each of the products
offered for saie and should ciearly shaw the month and year af expiration.
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I�l.V:II.�Yi�.�
INSUP;ANCE REQUIREM�NTS. Vendor shall, at its Qwn cost and expense, acquire and
rnaintain {and cause any subcontractors, representatives or agents to acquire and maintain} during
the term with the City, sufficient insurance to adequately protect the respective interest of the
parties. Coverage shall be obtained with a carrier having an AM Best Rating of A-VII c�r
better. In addition, the City has the right tc� review Vendor's deductible or seif-insured retention
and to require that it be reduced or eliminated.
Specifically, Vendor must carry the follawin� minimum ty,�aes and amounts of insurance on an
occurrence basis or in the case of covera�e that cannot be obtained on an occurret�ce basis, t1�en
covera�e can be obtained on a claims-made basis with a minimum three {3,) Year tai� follawin� the
termination or expiratian of this A�reement:
a. Commercial General Li�bility Insurance coverage, including but not limited
to, persanal injury, death, prc�perty damage, premises operations,
productslcomp�eted operations, praducts liability, cc�ntractual iiability, and
advertising injury, in the minimum amount af �I,0��,000 {one mil�ion dollars)
per occurrence and $2,00O,OOQ {two million doilars} general aggregate.
b. Co�mercial Automobile Liability Insurance coverage fQr any owned, non-
owned, hired or barrowed automobile is required in the minimum amount of
$1,Q00,Ot}Q {one miilion dollars) combined single limit,
c. Un�ess waived by the State of Florida, statutory Warkers' Comgensation
Insurance coverage in accordance with the laws of the State of Florida, and
Employer's Liability Insurance in the minimum amount of �100,OQ0 {one
hundred thousand dollars} each employee each aecident, $1 Q�,O�Q �c�ne hundred
thousand dollars� each emptoyee by disease and $500,000 {five hundred thousand
dollars) aggregate by disease with benefits afforded under the lau�s of the State
of Florida. Coverage should ir►ciude Voluntary Co�npensation, Jc�nes Act, and
U.S. Langshoremen's and Harbor Worker's Act coverage �,�here appiicable.
Coverage must be applicable to employees, contractors, subc€�ntractors, and
volunteers, if any.
d. If Vendor is using its oi�n property ar the property of City in cannectic�n
with the performance of its obligations under this Agreement, then Property
Insurance on an "All Risks" basis with replacement cQst covera�e far property
and equipment in the care, custody and control of others is required.
The above insurance iimits may be achieved 6y a combination of primary and umbrellalexcess
1ia6i1ity policies.
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{�t�er Insurance Provisions
a, Pric�r to operatin�, and then annually upon the anniversary date{s) of the insurance
policy's renewal date(s} for as long as this Agreement remains in effect, Venc�or
wi1� furnish the Gity with a Certificate of Insurance{s} �using appropriate AC()RD
certificate, SIGNED by the Issuer, and �vith applicable endorsements} evidencing
al1 c�fthe coverage set forth above and namin� the �ity as an "Additic�nal Insured."
In addition, when requested in writing from the City, Vendor wi11 provide the
Cit�j with certified copies of all appiicable palicies. The address where such
certificates and certified policies shail be sent or de�ivered is as fc�Ilc��vs:
City af Clearwater
Attn: Purchasing Degartment
P.O. Box �7�8
Clearwater, FL 33758-�748
b. Vendor sha11 provide thirty (30) days ��ritten notice of any cancetlation, non-
renewal, termination, material change ar reduction in coverage.
c. Vendor's insurance as outlined above shall be primary and non-cc�ntributary
coverage for Vendar's negligence.
d. Vendor reserves the right tc� appoint legal counsel to provide for the Vendor's
defense, for any and all claims that may arise retated to Agreement, work
performed und�r this Agreement, or to Vendor's design, equipment, or service.
Vendar agrees that the City sha11 not be 1iable tc� reimburse Vendor for any tegal
fees or casts as a result of Vendor providing its defense as contemplated herein.
The sti�ulated limits of covera�e abc�ve shail not be construed as a limitation of anY
potentiai li�biiitv to the Citv, and failure to request evidence of this insurance shall not be
canstrued as a�aiver of Vendvr's o6ii�ation to pravide the insurance cavera�e
s�ecified.
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VENDING MACHINE SERVICES CONTRACT BETWEEN
CITY OF CLEARWATER AND BUREAU OF BUSINESS ENTERPRISE
This Contract, entered into this day of , 2019 by and between the
CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City"
P.O. Box 4748, Clearwater, Florida 33758 and Bureau of Business Enterprise, Division of Blind
Services, Department of Education, a Florida corporation, hereinafter referred to as "BBE" or
"Vendor" 325 W. Gaines Street, Turlington Bldg, Suite 1114, Tallahassee, Florida 32399.
WHEREAS, the City desires to continue providing healthy snack vending services,
promoting a culture of wellness for the benefit of employees and the general community; and
WHEREAS, BBE agrees to provide healthy snack vending services at the lowest possible
costs (no commissions to be paid to the City);
WHEREAS, BBE has provided these services to the City very successfully for the past
four years;
NOW THEREFORE, in consideration of the promises stated herein, the City and BBE
mutually agree as follows:
1. SCOPE OF PROJECT
BBE agrees to provide snack vending services as set forth in Exhibit A, which is
incorporated by reference and attached hereto.
2. TERM
The initial Contract Term shall commence October 1, 2019 and end September 30,
2022. One (1), three (3) year renewal term is provided.
3. COMPENSATION
In exchange for provided services, the City forgoes the payment of commissions in order
to maintain lower vending prices.
4. NOTICES AND CHANGES OF ADDRESS
Any notice required or permitted to be given by the provisions of this Contract shall be
conclusively deemed to have been received by a party hereto on the date it is hand delivered to
such party at the address indicated below (or at such other address as such party shall specify
to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the
fifth (5th) business day after the day on which such notice is mailed and properly addressed.
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Bureau of Business Enterprises (BBE)
William Findley
Bureau Chief
325 W. Gaines Street
Turlington Bldg. Suite 1114
Tallahassee, FL 32399
City of Clearwater
Kevin Dunbar
Parks and Recreation, Director
PO Box 4748
Clearwater, FL 33758
Phone: 850-245-0343 Phone: 727-562-4800
Fax: 850-245-0364
5. TERMINATION OF CONTRACT
The City reserves the right to terminate this Contract, with or without cause, upon thirty
(30) calendar days written notice. BBE shall have the right to terminate this Contract, without
penalty, if a state-owned building becomes available to BBE for occupancy and given six (6)
months advance written notice to the City by Certified mail, Return Receipt Requested.
6. INDEMNIFICATION & INSURANCE
Neither City nor BBE elects to indemnify the other or third parties from any claim, suit,
judgment, debt, or damages, arising out of performance or failure to perform or negligent or
wrongful acts or omissions under this Contract of any of its employees, servants, or agents
acting within the employee's, servant's or agent's office under this Contract. Neither City nor
BBE waives its sovereign immunity. Nothing in this Contract may be construed as the consent
of the parties to be sued by the other or third parties in any matter arising out of this Contract.
This section shall survive the termination of this Contract.
Insurance requirements are set forth in Exhibit B which is incorporated by reference and
attached hereto.
7. INTERESTS OF PARTIES
BBE covenants that its officers, employees and shareholders have no interest and shall
not acquire any interest, direct or indirect, which would conflict in any manner or degree with
the performance and/or provision of services required under the terms and conditions of this
Contract.
8. CONFORMANCE WITH LAWS
BBE agrees to comply with all applicable federal, state and local laws during the life of
this Contract. Pursuant to Florida Statute, 119.0701(2), BBE is required to comply with public
records laws, specifically to:
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(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the public agency.
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required
by the public agency to perform the service. If the contractor transfers all public
records to the public agency upon completion of the contract, the contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the contractor keeps and maintains
public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
9. AVAILABILITY OF FUNDS
As provided in Florida Statute Section 255.2502, BBE's performance and obligation to
pay under this contract is contingent upon an annual appropriation by the Legislature.
10. ATTORNEY FEES
In the event that either party seeks to enforce this Contract through attorneys at law, then
the parties agree that each party shall bear its own attorney fees and costs.
11. GOVERNING LAW AND VENUE
The laws of the State of Florida shall govern this Contract, and any action brought by
either party shall lie in Pinellas County, Florida.
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12. MISCELLANEOUS
a) This Contract shall be subject to all applicable laws, rules, orders, permits, and
regulations of any federal, state, or local governmental authority having jurisdiction over the
parties, their facilities, or the transactions contemplated.
b) This Contract constitutes the entire understanding and agreement between the
Parties and supersedes any and all prior negotiations, understandings or agreements.
c) No failure to exercise, delay in exercising, or single or partial exercise of any
right, power or remedy by either party shall constitute a waiver of, or shall preclude any other
or further exercise of, the same or any other right, power or remedy.
d) Whenever possible, each provision of this Contract shall be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision of this Contract or
the application thereof to any party hereto or circumstance is prohibited by or invalid under
applicable law, that provision shall be effective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this Contract
or the application of the same.
e) This Contract may be executed in any number of counterparts, and all the
counterparts taken together shall be deemed to constitute one (1) and the same instrument. The
captions, headings, titles, and subtitles herein are inserted for convenience of reference only and
are to be ignored in any construction of the provisions of this Contract.
f) Any exhibit attached to this Contract is incorporated by reference herein.
g) Nothing contained herein shall be construed as a joint venture, partnership or
any other similar relationship between City and BBE. Nothing in this Contract shall be
construed as creating any rights, benefits or interests in a person or group that is not a party to
this Contract.
h) This Contract may not be assigned either in whole or in part without first
receiving the City's written consent. Any attempted assignment, either in whole or in part,
without such consent will be null and void and in such event the City will have the right at its
option to terminate the Contract. No granting of consent to any assignment will relieve BBE
from any of its obligations and liabilities under the Contract.
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i) The City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Contract.
j) There will be no oral changes to this Contract. This Contract can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and BBE.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth
above.
Countersigned:
-cteorttr\
George N. Cretekos
Mayor
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
W
William B. Horne, II
City Manager
Attest:
Rosemarie Call
City Clerk
Florida Department of Education
By:
Date:
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EXHIBIT A
Vendor will manage all aspects of snack vending machines, including but not limited to sufficient
inventory, product stocking, revenue collection, service/maintain equipment, handling refunds
and other customer issues. Services will be provided at designated City locations, including
worksites and recreational facilities, between the hours of 8:00 A.M. and 5:00 P.M., Monday
through Friday, excluding City holidays. All costs associated with performance of the resulting
contract are the responsibility of Vendor.
Beverage vending is not included in this agreement.
Nutrition Standards guidelines established by the USDA's Smart Snacks in Schools are
preferred at all City facilities where youth are served (recreational facilities). Products that are
not USDA program compliant may be considered for employee locations.
In consideration of the rights and privileges that will be granted, Vendor shall strive for reduced
costs of vended product. The City will not collect any commissions from vending sales.
Equipment. Vendor shall be solely responsible for the placement and operation of full- service
vending machines. Machines and locations may be added or removed at the City's discretion and
Vendor must not unreasonably refuse to add equipment. All equipment shall be equipped with,
at a minimum, dollar validators and coin-operated mechanisms with change return, slug rejection
and coin -return features. Equipment that offers credit card payment options is preferred.
Equipment, whether indoor or outdoor, shall have crime and vandalism prevention measures in
place. Equipment must comply with all Federal, State, County and City Codes. Upon expiration
or termination of this Contract, Vendor must remove all machines within ten (10) business days of
notification.
Energy efficiency. All equipment provided by Vendor shall conserve energy and reduce energy
related costs through energy efficiency. To satisfy this requirement, Vendor either can install
machines with an Energy Star® label (or equivalent) or can utilize energy-saving devices such
as the Vending Miser® or equivalent. Automatically operated dispensing equipment shall be
adequately metered with non -reset meters and shall operate on AC -110 volts. All equipment
shall be double insulated or grounded.
Maintenance. Vendor shall be responsible for keeping all equipment in a clean and sanitary
condition. Vendor shall be solely responsible for their upkeep and repair to ensure they are in
good working condition at all times. Equipment that is damaged or unsightly shall be removed
and replaced within five (5) days notice from the City.
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Employees. Vendor's vehicles shall be properly placarded with company name and contact
information. Vendor's employees shall present a neat appearance, with nametag/badges and
company logo clearly identified.
Vendor acknowledges that children, the elderly, and/or disabled persons will be present at various
City locations. Therefore, if not otherwise required to conduct background checks by law,
Vendor voluntarily agrees to register with the Florida Department of Law Enforcement (FDLE)
to participate in the Volunteer & Employee Criminal History System (VECHS) for background
checks, as authorized by the National Child Protection Act (NCPA), as amended, and Florida
Statute 943.0542, as may be amended from time to time.
Americans with Disabilities Act. All vending machines shall meet the requirements of the
Americans with Disabilities Act, as may be amended from time to time.
$nack items. Compliance with Smart Snacks in Schools standards is preferred. Healthy Snack
Items, as defined by the USDA's Smart Snacks in Schools, should meet the following generally
stated Nutrition Standards, per item:
• 200 calories or less per snack item package, maximum 230 mg sodium
• 350 calories or less per entree item, maximum 480 mg sodium
• Not to exceed 35% of calories from total fat (exemptions per USDA Standards)
• Not to exceed 10% calories from saturated fat
• Zero (0) grams trans fat
• Not to exceed 35% of calories from total sugar (exemptions per USDA Standards)
• Accompaniments such as cream cheese, dressing or butter must be included in the
nutrient profile as part of the food items
• Each snack item must meet one of the following criteria:
o Be a "whole grain -rich" grain product; or
o Have as the first ingredient a fruit, vegetable, dairy product or protein food; or
o Be a combination food that contains at least 1/4 cup of fruit and/or vegetable; or
o Contain 10% of the Daily Value (DV) of one of the nutrients of public health
concern in the 2010 Dietary Guidelines for Americans (calcium, potassium,
vitamin D or dietary fiber)
• Fruits that are fresh, frozen or canned in water, 100% juice, light syrup or extra light syrup
and vegetables that are fresh, frozen or canned with no added ingredients except water
and small amount of sugar for processing, are exempt from meeting the standards
Additionally, the City would prefer snacks meet the additional criteria:
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• 3 grams or more of fiber in items claiming to be a whole grain product
• Yogurts with no more than 25 grams of sugar per 8 oz. serving
• Nuts or seeds with no added fats or sweeteners
All machines should provide a broad assortment of choices. Out-of-date products are to be
removed immediately from the machines. Expiration dates should be on each of the products
offered for sale and should clearly show the month and year of expiration.
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EXHIBIT B
INSURANCE REQUIREMENTS. BBE shall, at its own cost and expense, acquire and
maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during
the term with the City, sufficient insurance to adequately protect the respective interest of the
parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or
better. In addition, the City has the right to review the BBE's deductible or self-insured retention
and to require that it be reduced or eliminated.
Specifically, BBE must carry the following minimum types and amounts of insurance on an
occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then
coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the
termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited
to, personal injury, death, property damage, premises operations,
products/completed operations, products liability, contractual liability, and
advertising injury, in the minimum amount of $1,000,000 (one million dollars)
per occurrence and $2,000,000 (two million dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non -
owned, hired or borrowed automobile is required in the minimum amount of
$1,000,000 (one million dollars) combined single limit.
c. Unless waived by the State of Florida, statutory Workers' Compensation
Insurance coverage in accordance with the laws of the State of Florida, and
Employer's Liability Insurance in the minimum amount of $100,000 (one
hundred thousand dollars) each employee each accident, $100,000 (one hundred
thousand dollars) each employee by disease and $500,000 (five hundred thousand
dollars) aggregate by disease with benefits afforded under the laws of the State
of Florida. Coverage should include Voluntary Compensation, Jones Act, and
U.S. Longshoremen's and Harbor Worker's Act coverage where applicable.
Coverage must be applicable to employees, contractors, subcontractors, and
volunteers, if any.
d. If BBE is using its own property or the property of City in connection with
the performance of its obligations under this Agreement, then Property
Insurance on an "All Risks" basis with replacement cost coverage for property
and equipment in the care, custody and control of others is required.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
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Other Insurance Provisions
a. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement
remains in effect, BBE will furnish the City with a Certificate of Insurance(s)
(using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable
endorsements) evidencing all of the coverage set forth above and naming the City
as an "Additional Insured." In addition, when requested in writing from the City,
B B E will provide the City with certified copies of all applicable policies. The
address where such certificates and certified policies shall be sent or delivered is as
follows:
City of Clearwater
Attn: Purchasing Department
P.O. Box 4748
Clearwater, FL 33758-4748
b. BBE shall provide thirty (30) days written notice of any cancellation, non-
renewal, termination, material change or reduction in coverage.
c. BBE's insurance as outlined above shall be primary and non-contributory
coverage for BBE's negligence.
d. BBE reserves the right to appoint legal counsel to provide for the BBE's
defense, for any and all claims that may arise related to Agreement, work
performed under this Agreement, or to BBE's design, equipment, or service.
BBE agrees that the City shall not be liable to reimburse BBE for any legal fees
or costs as a result of BBE providing its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the City, and failure to request evidence of this insurance shall not be
construed as a waiver of BBE's obligation to provide the insurance coverage specified
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