7026 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
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Vending & Office Coffee Services Agreement
This VENDING AGREEMENT, which consists of this Vending & Coffee Service Agreement and Request for
Proposals #7026 which is incorporated herein by reference, (collectively, Agreement), is entered into between
the undersigned Client (City of Denton), and Supreme Food Services, dba Vend Pro Refreshment Services
(Vend Pro), who, in consideration of the promises contained herein, agree as follows:
1) Vend-Pro Responsibilities:
Client grants to Vend Pro, as an independent contractor, the exclusive right to provide and install Vending,
Water, and Coffee related equipment (Equipment) to dispense food, beverages, snacks, ice cream, water,
coffee or other related products supplied by Vend Pro (Products) at the sites and facilities described on the
exhibit C (Locations). Vend Pro will install, maintain and service the Equipment in a sanitary manner in
accordance with industry standards and all federal, state and local laws. As Client needs evolve during the
Agreement, or in the event that a piece of Equipment is not generating an appropriate volume of Net Sales
Vend Pro may, change or remove Equipment types or styles, with the written approval of the client.
2) Client Responsibilities:
The Client will furnish Vend Pro with the necessary space, trash removal, extermination services, water,
electrical, drain as may be required to permit the sanitary operation of the services. Client will maintain
and service the areas around the Equipment in a sanitary manner in accordance with industry standards
and all federal, state and local laws. Vend Pro will make all final connection to the Equipment. Client will
provide Vend Pro employees and/or contractors the necessary access and sufficient time to properly
service and maintain the Equipment. Client has no right, title or interest in the Equipment or Products,
and shall not assert or disturb rights, title or interest to any Equipment, Inventory or other property
furnished or installed by Vend Pro on the premises. Client shall not operate, remove or tamper with such
Equipment, Products or other property. To the extent authorized by the laws of the State of Texas, Client
shall be responsible for any damage to the Equipment caused by willful or negligent acts or omissions on
Client, its agents or employees.
3) Minimum Purchase:
Client has selected a (glass and airpot) brewer which has a coffee and related products minimum purchase
amount of ($100) per month. Should Client fall short of the specified monthly minimum, Client agrees to
subsidize the difference and make equal to ($100) for the term of this agreement. Additionally, Client has
selected a (water cooler) which is free with purchase of 5-gallon units.
4) Payment Terms:
Any products or services purchased by Client shall be invoiced by Vend-Pro. Client terms are Net Due upon
invoice receipt via Client’s option of check, credit card or electronic funds transfer into an account
designated by Vend-Pro. Invoices not paid within (30) days of invoice date are subject to a service charge
calculated at the lower of 1.5% per month, or the maximum rate permitted by state jurisdiction.
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
5) INDEMNIFICATION: TO THE EXTENT AUTHORIZED BY THE LAWS OF THE STATE OF TEXAS, EACH PARTY
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER FROM ANY AND ALL LOSSES, DAMAGES
OR EXPENSES, INCLUDING REASONABLE ATTORNEY FEES ARISING OUT OF OR RESULTING FROM CLAIMS
OR ACTIONS FOR BODILY INJURY, DEATH, SICKNESS, PROPERTY DAMAGE, ANY BREACH OR DEFAULT
HEREUNDER, OR OTHER INJURY OR DAMAGE IF CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF SUCH
PARTY (EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF THE OTHER PARTY,
ITS EMPLOYEES OR AGENTS). NOTIFICATION OF AN EVENT GIVING RISE TO AN INDEMNIFICATION CLAIM
MUST (A) BE RECEIVED BY THE INDEMNIFYING PARTY NO LATER THAN (10) DAYS AFTER THE PARTY TO
BE INDEMNIFIED RECEIVES NOTICE OF THE CLAIM OR LAWSUIT ACCOMPANIED BY COPIES OF THE
SUMMONS, COMPLAINT OR OTHER RELEVANT DOCUMENTS RELATING TO THE CLAIM OR LAWSUIT; AND
(B) INCLUDE A BRIEF FACTUAL SUMMARY OF THE DAMAGE AND CAUSE THEREOF. INDEMNIFICATION
HEREUNDER IS EXPRESSLY SUBJECT TO, AND CONDITIONED UPON, COMPLIANCE WITH THE FOREGOING
NOTICE PROVISIONS.
6) Insurance:
Vend Pro shall obtain and maintain insurance for the following risks in such amounts under such policies as
appropriate: General Liability, Business Automobile and Workers Compensation (as prescribed by state
laws). Client shall obtain and maintain insurance for the Premises against risks covered by standard forms
of fire, theft and extended coverage in such amounts under such policies as appropriate.
7) Term:
The term of this Agreement shall be for three (3) years beginning on the Effective Date, which is the date
upon which Vend-Pro begins Services set forth on the signature page and thereafter shall automatically
renew for two (1) year periods, unless sooner terminated as provided herein.
8) Non-Appropriation Clause
The terms of this Contract and any purchase order issued for multiple years under this Contract are
contingent upon sufficient appropriations being made by the applicable government entity.
Notwithstanding any language to the contrary in this Contract, or any other Contract Document, the
City of Denton may terminate its obligations under this Contract if sufficient appropriations are not
made by the appropriate governing entity to pay amounts due for multiple year agreements. The
decision as to whether sufficient appropriations are available shall be accepted by, and be final and
binding on, the Vendor.
9) Default and Termination:
If either party shall refuse, fail or be unable to perform or observe any of the terms or conditions of this
Agreement for any reason, then the party claiming such failure shall give the other party a written notice
citing the specifics of such breach. Such notice shall include copies of any and all documented failures
prior to such notice date. If, within sixty (60) days from such notice, the failure has not been corrected, the
non-breaching party may terminate this Agreement effective thirty (30) days after the end of such sixty
(60) day period.
10) Proprietary Marks:
Client acknowledges that the names, logos, service marks, trademarks, trade dress, trade names and
patents, whether registered or not, now or hereafter owned by or licensed to Vend-Pro or its affiliated and
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
parent companies are proprietary Marks of Vend Pro, and Client will not use the Marks for any purpose
except as expressly permitted in writing by Vend Pro. Upon termination of this Agreement, Client shall (a)
immediately and permanently discontinue the use and display of any Marks, and (b) immediately remove
and deliver at Vendor’s sole expense to Vend Pro all goods bearing any Marks.
11) Assignment:
Either party may assign or sub-contract this Agreement to an affiliated business entity without the prior
written consent of the other party. This Agreement shall be binding upon the parties’ successors and
assigns.
12) Entire Agreement:
This Agreement, Request for Proposals #7026, and the exhibit(s) attached hereto constitutes the entire
Agreement and understanding between the parties relating to the subject matter herein, and supersedes
all other arrangements between the parties with respect thereto. Except as otherwise noted, this
Agreement may not be changed without a written amendment signed by an authorized representative of
each party.
13) Notices:
Unless otherwise stated, the parties shall be noticed at the addresses listed below, or to any other address
as designated by one party upon notice to the other party. All notices to be given under this Agreement
shall be in writing and shall be served either personally by deposit with an overnight courier with charges
prepaid, or by deposit in the United States mail, first-class postage prepaid by registered or certified mail.
Any such notices shall be deemed to have been given (a) upon delivery in the case of personal delivery; (b)
upon the first business day following facsimile receipt; (c) one (1) business day after deposit with an
overnight courier; or (d) three (3) business days after deposit in the United States mail.
Effective Date: 9/ /2019
Client: _City of Denton ____________ Vend-Pro Refreshment Services
A Texas Municipal Corporation
By: ____________________________ Karla Price
Printed Name Printed Name
____________________________ _____________________________
Signature Signature
____________________________ Sr. Business Development Manager
Title Title
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
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Client Address – Notices To: Vend-Pro Address – Notices To:
____________________________ VendPro
____________________________ 2030 Century Center Blvd. Suite “A”
____________________________ Irving, Texas 75062
ATTEST:
ROSA RIOS, CITY SECRETARY
By: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By: ___________________________________
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
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Exhibit “A”
Commissions & Equipment
1) Commission Arrangements:
Commissions shall be computed quarterly based upon Net Vending Sales on Client Premises. The Report
detailing Commissions due Client will accompany payment which shall be forwarded within ten (10) days
of quarter end. Net Vending Sales are defined as the collected retail sales - less sales taxes, returns and
spoilage. No Commission is paid on Cold Food Machines. Payment of Commissions will be made to the
Client at the Notice Address on the signature page of this Agreement. The Commission Rates and prices
are based in part, on population, hours of operation, other conditions such as projected usage, labor costs,
product costs, fuel costs, federal, state and local tax structure, and any other levy or tax that impacts Vend
Pro’s services and costs (Factors). If there are changes in the Factors, Vend Pro may modify the
Commission Rates and/or Retail Prices, which shall be noted on the Commission Statements. All damages
caused by City of Denton, it’s employees and agents, to vending machines and equipment will be deducted
from Clients commissions after providing an invoice for the repair of the damage to the City of Denton and
providing 30 days for City of Denton to contest the cause of damage or cost of repair.
Commission 10%
Reference RFP #7026 details Exhibit 1
2) Equipment Arrangements:
Vend Pro will Deliver and Install the following Equipment.
Snack Vending 21
Drink Vending 24
Water Cooler or Machine 3
Coffee Service 1 (3 burners)
Ice Cream 1
Fresh Food 1
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
Exhibit “B”
Pricing – Drinks & Snacks
Reference RFP #7026 Document:
Product Prices in machines may be adjusted by Vend Pro Quarterly, as needed to reflect manufacturer
price changes, fuel costs, tax changes or labor cost changes. Vend Pro will inform and work closely with
the Client regarding implementation of Price Changes subject to terms of RFP.
Product Selection will periodically change based on seasonal changes, new items available, special
requests and/or sales pattern evolution.
Reference RFP #7026 Document – copy below:
Reference RFP #7026 document:
Our pricing will remain firm for 1 year per the RFP request.
Pricing will be subject to increases after that, but within requirements of RFP. e.g., increases in
Producer Price Index, Department of Labor and/or Bureau of Labor Statistics, not to exceed 8%
for any individual year, etc.
Product Description UOM
Item # BEVERAGES (Lower Pricing preferred by City.) Price in $ Ext Total
Percentage Commission to be
paid to City for Beverages Ext Total
1 20 oz Soft Drinks (All Major brands accepted) EA 1.75 10%
2 20 oz Bottled Water EA 1.75 10%
3 20 oz Gatorade EA 2.00 10%
4 Cold Coffee Beverages EA 3.00 10%
5 16 oz Monster EA 3.00 10%
6 8 OZ Red Bull EA 3.00 10%
7 100% Juice EA 2.50 10%
Item #
SNACKS (Lower pricing prefered by City)
UOM Price in $ Ext Total
Percentage Commission to be
paid to City for snacks
Ext Total
8 Chips (Large bags of all Major Brands) EA 1.25 10%
9 Candy Items EA 1.25 10%
10 Cookies EA 1.25 10%
11 Pastry EA 1.25 10%
12 Nuts EA 1.25 10%
13 Gum & Mints EA 0.80 10%
Prices & commission based upon 27 current locations and
16 proposed location.
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
Exhibit “C”
Locations
Total Machines 24 21 1 3 1 1
Prime Location Public Access Staff Bev Snack Coffee
Water
Station
or
Machine Ice Cream Fresh Food Vending
City Hall Main High YES 250 1 1
City Hall Accounting Floor High NO 35 1 1
City Hall East Tech Center High YES 250 1 1 w/ 3 burners
City Hall East Customer Serv/HR High YES 250 1 1
City Hall East Police & Courts High YES 250 1 1
DME Systems Operations Bldg Break room NO 75+ 1 1
DME Engineering Bldg Break room NO 35 1 1
Facilities Mgmt Break room Semi Public 20 1 1
Fleet Mgmt Break room Semi Public 20 1 1
Fleet Services Kitchen area Semi Public 20 1 1
Library - North Branch Break room NO 25 1 1
Parks Civic Center Downstairs YES
Must confirm staff
#s, but all high
volume publc
access locations 12 1
Parks- Waterpart/Natatorium Vending area YES
Must confirm staff
#s, but all high
volume publc
access locations 11 1
Parks - Denia Rec Center Front Lobby YES
Must confirm staff
#s, but all high
volume publc
access locations 11 1
Parks - MLK Rec Center Front Lobby YES
Must confirm staff
#s, but all high
volume publc
access locations 11 1
Parks-North Lakes Rec Center Front Lobby YES
Must confirm staff
#s, but all high
volume publc
access locations 11
Parks Senior Center Vending area YES
Must confirm staff
#s, but all high
volume publc
access locations 11
Police Dept Break room NO 150 1 1
Police Training Facility Break room/High Semi Public 300 1 1
Service Center Main Entrance YES 250 1 1 1
Service Center Warehouse YES 250 1
Solid Waste Under Patio Cover YES Not known yet 1
Solid Waste Scale House Outside YES Not known yet 1
Water Reclamation Vending area NO 25 1 1
The below are TBD:
Airport
DME Admin
Fire Central Museum
Fire Startion #2
Fire Startion #4
Fire Station #5
Fire Station #7
Keep Denton Beautiful
Library - Emily Fowler
Parks Civic Center POOL
Parks- Goldfield Tennis Center
Police Animal Control
Traffic Ops
Water Production
Water Production - Lake Ray Roberts Water Facility
Water/Waste Water
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA
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Certificate Of Completion
Envelope Id: 3E3B2B704F2C4B46B17D022B2B3C19EA Status: Completed
Subject: Please DocuSign: City Council Contract 7026 Vending Machines
Source Envelope:
Document Pages: 9 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
9/13/2019 1:46:00 PM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 9/13/2019 1:50:46 PM
Viewed: 9/13/2019 1:51:02 PM
Signed: 9/13/2019 1:53:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 9/13/2019 1:53:32 PM
Viewed: 9/13/2019 1:53:47 PM
Signed: 9/13/2019 1:54:37 PM
Electronic Record and Signature Disclosure:
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Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 9/13/2019 1:54:39 PM
Viewed: 9/13/2019 2:46:14 PM
Signed: 9/13/2019 2:47:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Karla Price
kprice@trustvending.com
President/CEO
Price Covered Holdings,Inc,dba Trust Vendin
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.36.91.1
Sent: 9/13/2019 2:47:56 PM
Resent: 9/19/2019 7:40:43 PM
Resent: 9/25/2019 7:57:56 AM
Viewed: 9/25/2019 8:40:53 AM
Signed: 9/25/2019 8:42:39 AM
Electronic Record and Signature Disclosure:
Accepted: 9/25/2019 8:40:53 AM
ID: a10f0119-f172-463b-839a-b3bbbb93f4c5
Signer Events Signature vimestamp
Cassandra Ogden
Cassandra.Ogden@cityofdenton.com
Director of Procurement and Compliance
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 9/25/2019 8:42:41 AM
Viewed: 9/26/2019 10:16:53 AM
Signed: 9/26/2019 10:17:52 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 9/26/2019 10:17:55 AM
Viewed: 10/17/2019 7:52:31 AM
Signed: 10/17/2019 7:52:52 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 10/17/2019 7:52:55 AM
Viewed: 10/17/2019 2:22:50 PM
Signed: 10/17/2019 2:22:59 PM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 10/17/2019 2:23:02 PM
Viewed: 10/21/2019 11:39:24 AM
Signed: 10/21/2019 11:39:57 AM
Electronic Record and Signature Disclosure:
Accepted: 10/21/2019 11:39:24 AM
ID: 93a50ab1-50ca-4498-8081-34f6c2ac363a
vn verson Signer Events Signature vimestamp
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/13/2019 1:53:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carvon Copv Events Status vimestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/13/2019 1:53:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/17/2019 2:23:02 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Envelope Sent Hashed/Encrypted 10/17/2019 2:23:02 PM
Certified Delivered Security Checked 10/21/2019 11:39:24 AM
Signing Complete Security Checked 10/21/2019 11:39:57 AM
Completed Security Checked 10/21/2019 11:39:57 AM
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