HomeMy WebLinkAboutR-2022-050 Agreement Quality Vending & Coffee Co. for Municipal Pool RESOLUTION NO. R-2022-050
A RESOLUTION APPROVING AN AGREEMENT WITH QUALITY VENDING &
COFFEE CO. FOR VENDING AT THE RIVERSIDE MUNICIPAL POOL
WHEREAS, the City has requested vending services from Quality Vending & Coffee Co. ("Quality")
for the Riverside Municipal Pool for the 2022 pool season; and
WHEREAS, the Board of Aldermen finds it is in the best interest of the City to enter into an
agreement with Quality to provide vending services as outlined in the attached agreement and
superseding agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
THAT the Agreement with Superseding Addendum between the City and Quality related
to vending services attached hereto in its substantial form, is hereby approved and the Mayor is
authorized to execute the Agreement on behalf of the City; and
FURTHER THAT the Mayor, the City Administrator. and other appropriate City officials are
hereby authorized to take any and all actions as may be deemed necessary or convenient to carry
out and comply with the intent of this Resolution and to execute and deliver for and on behalf of
the City all certificates, instruments, agreements, and other documents, as may be necessary or
convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside
Missouri the 7th day of June 2022.
AlOY
Kathleen L. Rose, Mayor
ATTEST.
• _e___Lj.2
Robin Kincaid, ity Clerk
SUPERSEDING ADDENDUM
1. This superseding addendum is made and entered this 31 ss day of , 2022, by and
between City of Riverside, Missouri ("City") and Quality Vending Company, Inc.
("Contractor").
2. This superseding addendum form is hereby made a part of the Vending Services
Agreement ("Agreement") by and between the parties, modifying and superseding where
it is inconsistent. All other conditions of the Agreement remain unchanged, and this
addendum is expressly incorporated and made a part of the Agreement.
3. This Agreement shall not be deemed to create any third-party benefit hereunder for any
member of the public or to authorize anyone,not a party hereto, to maintain suit pursuant
to the terms of this Agreement.
4. This Agreement shall be governed by and interpreted, construed, and enforced in
accordance with the laws of the State of Missouri. Notwithstanding any provision of the
Agreement to the contrary, the parties hereto agree that any action at law, suit in equity,
or other judicial proceeding arising out of this Agreement shall be instituted only in the
Circuit Court of Platte County, Missouri or in federal court of the Western District of
Missouri.
5. Notwithstanding any provision of the Agreement to the contrary, nothing in the
Agreement shall constitute or be construed or deemed to constitute a waiver of the City's
sovereign immunity. The parties agree that the City is not indemnifying Contractor for
any reason whatsoever.
6. Section 5(b) is amended to read as follows:
Each party shall hold the other harmless from any liability, loss, costs, expenses, or
damages, including attorney's fees, caused by reason of any injury (whether to body,
property or personal or business character or reputation) sustained by any person or to
property by reason of any act, neglect, default, or omission of it or any of its agents,
employees, or other representatives. Nothing herein is intended to nor shall it relieve
either party from liability for its own act,omission,or negligence.
7. Section 6(e)is amended to read as follows:
In the event either party initiates legal proceedings in any court of competent jurisdiction
and for the purpose of enforcing any term(s) of this agreement, in addition to any
damages or remedies available at law, either party shall be additionally entitled to recover
reasonable attorney's fees and litigation costs associated with such action should it
prevail.
8. If the value of the Agreement exceeds $5,000, then pursuant to RSMo 285.530(1), by its
sworn affidavit, Contractor hereby affirms its enrollment and participation in a federal
work authorization program with respect to the employees working in connection with
the contracted services. Furthermore, Contractor affirms that it does not knowingly
1
employ any person who is an unauthorized alien in connection with the contracted
services.
2 C_ n
CITY OF RIVERSIDE,MISSOURI
By: gild- LD
Name:Kathleen L. Rose
Title: Mayor
Dated: n.e 7/ �O 2
ATTEST:
--62'
i r
Robin Kincaid,Ci Clerk
COUNTER IG , Y CITY PURCHASING AGENT:
By:
Brian . Koral, ity Adm. 'st
Dated jc.,_,wt Si )-0 2-I-
(,.._)
Quality Vending Company, Inc. :
lift
BY: -120.-vr-
NamehNI l li FAL
Title: Va C.Q. e,$iA.
Dated: 5 - ?J t' 20 z2
3
QUALITY VENDING & COFFEE CO.
Vending Services Agreement
AGREEMENT
Between: Quality Vending Company, Incorporated ("Operator")
And: City of Riverside, MO ("Client")
Schedule A Vending Equipment Schedule B Financials
Quantity Monthly Commission:
Outdoor Beverage Vendor 1 10) of Net Sales
Schedule C Term
3 Month Agreement
Schedule D Premises
As set by Quality Vending Co., Inc. underneath the awning in the seating area at
the City of Riverside's community pool.
Schedule E Notice
If to Client: City of Riverside If to Operator: Quality Vending Co., Inc.
Attention: Noel Bennion Attention: Carl Miceli
Address: 2950 NW Vivion Road Address: 7401 NW 109th Street
City, State, Zip: Riverside, MO 64150 City, State, Zip: Kansas City, MO 64153
In Witness Whereof, the parties hereto have executed this Agreement and it is
effective as of the date executed by the parties.
Client: City of Riverside, MO Operator: Quality Vending Co., Inc.
Name: `l'p A (.0c2 [��, Name: Dean F. ather
Title: �v5�#`tom Title: 7(ice de t
Signed: Signed: V-- ,� . l
s�
Date: C( JS,� Date: ?,i-202
l�
SECTION 1 purpose to be, an employee or agent of
Exclusive Rights; Food Services; and Client. SECTION 7
Service Area Term; Notice and Termination
SECTION 4
Client grants to Operator the exclusive Licenses and Taxes (a) This agreement shall become
right to sell and dispense,through Vending effective on June 1st,2022 and the term of
Equipment; non-alcoholic beverages on (a) Operator shall obtain such licenses and such agreement shall be exhibited in
Client's Premises as listed in Schedule D. permits as necessary for providing the Scheduled C herein and above.
All beverages must be agreed upon Vending Services, provided that Operator
between the Client and Operator prior to shall not be obligated to purchase,alter, (b) Upon termination of this agreement as
stocking. Any changes to the stocked build, rebuild, or remodel any facilities. described herein and above, Operator
beverages requires written approval from (b) Any excise,sales,or other taxes shall remove the Vending Equipment from
Client. applicable to merchandise sold through the the premises at Operator's own expense.
Vending Equipment may be included in the
SECTION 2 selling price of such merchandise. SECTION 8
Equipment; Service Areas; and Miscellaneous
Utilities SECTION 5
Insurance and Indemnities (a) This Agreement constitutes the entire
(a) Operator shall install at its expense Agreement with respect to the subject
Vending Equipment in the number and of (a) Operator shall carry general liability matter hereof and supersedes and cancels
the type as the parties may mutually agree insurance with limits of$1,000,000 for injury any other prior agreements,arrangements
including, but not limited to the Vending or death of any one person and $3,000,000 and communications, whether written or
Equipment listed in Schedule A. for injury or death of two or more persons in oral, between the parties referring to the
any one occurrence and property damage subject matter of this Agreement. No
All Vending Equipment installed by insurance with a limit of $300,000 for each modification of the provisions of this
Operator and all merchandise contained accident. At its option, Operator shall either Agreement shall be effective or
therein are the property of Operator. And carry Worker's Compensation Insurance in enforceable unless made in writing and
Client shall have no interest therein. Client such amounts as required by the law of the signed by the party to be charged.
agrees to permit only authorized personnel state in which the contract is performed or self
of Operator to remove, open, or tamper insure in whole or in part such risk. (b) The failure of either of the parties to
with the Vending Equipment. Changes in this Agreement to insist upon strict
location of, additional installations of, or (b) Each party shall hold the other harmless adherence to any term of this Agreement
removal of Vending Equipment shall be from and shall indemnify the other for any on any occasion shall not be considered a
made as both parties may mutually agree. liability, loss, costs, expenses, or damages, waiver of that term or provision or deprive
including attomey's fees,caused by reason of any party of the right thereafter to insist
(b) Client shall provide without cost to any injury (whether to body, property or upon strict adherence to and enforcement
Operator the areas required by Operator personal or business character or reputation) of any term or provision of this Agreement.
for the installation,servicing and use of the sustained by any person or to property by
Vending Equipment. Client shall permit reason of any act, neglect, default, or (c) This Agreement shall not be assigned
access to the Service Areas to Operator at omission of it or any of its agents,employees, by either party without the prior written
all reasonable times. or other representatives. Nothing herein is consent of the other party. The provisions
intended to nor shall it relieve either party of this Agreement shall be binding upon
(c) Client shall provide at its expense all from liability for its own act, omission, or the successors and assigns of the parties
utility services. negligence. hereto.
(d) In the event the Vending Equipment is SECTION 6 (d) This Agreement shall be subject to and
vandalized,damaged,or tampered with by Financial Arrangements governed by the laws of the State of
unauthorized personnel while on the Missouri.
Client's premises,the cost to repair and/or
replenish the Vending Equipment will be (a) Prices of merchandise sold through the (e) In the event Quality Vending Co.
split evenly between both parties.The cost Vending Equipment shall be determined by initiates legal proceedings in any court of
to repair and/or replenish will include, but mutual agreement of the parties hereto. In competent jurisdiction and for the purpose
not be limited to, the expense of parts, the event of a material increase in product of enforcing any term(s)of this agreement,
labor, merchandise, and any loss of cash costs, taxes, or expenses, Operator shall in additional to any damages or remedies
and coin.All expenses will be accumulated have the right to impose increased selling available at Law,Quality Vending Co.shall
and split 50/50 between Client and prices in order to offset any such increases, be additionally entitled to recover
Operator. without in any way affecting the other reasonable attomey's fees and litigation
provisions of this Agreement. costs associated with such action should it
SECTION 3 prevail.
Duties (b)Operator shall pay a monthly commissio
to the Client according to the amounts lis
(a) Operator shall maintain the Vending in Schedule B.The commission will be based
in good working order and in a upon monthly net vending sales."Monthly Net Client' nitials aM'C)c -
Equipment
clean and sanitary condition. Vending Sales" defined as gross sales ,
minus applicable taxes. �,�
(b) Operator is an independent contractor 1-V)ZZ_
and shall not be, or be deemed for any 0 r itials Date