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HomeMy WebLinkAbout25-205.00PopperazziKettleCornVendorAgreementCo tract No. 25-205.00 Food & Beverage Vendor Agreement for City Event Popperazzi Kettle Corn THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Popperazzi Kettle Corn, hereinafter "VENDOR," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Vendor at Facilities. VENDOR shall be non-exclusive allowed use of the City's park facilities at Balfour Park, 105 N. Balfour Road, Spokane Valley, WA, to sell its food/beverages to the general public for the 2025 City of Spokane Valley Tree Lighting Ceremony on December 5, 2025 (the "Event") in accordance with the terms and conditions contained herein and as detailed in the Scope of Services attached hereto as Exhibit A. A. Administration. For the purposes of the Event, the City's Legislative Policy Coordinator/Project Manager, Virginia Clough, shall be VENDOR's primary contact. Prior to commencement of the Event, VENDOR shall contact Virginia Clough to review the terms, schedule, and operations of the Event. B. Representations. City has relied upon the qualifications of VENDOR in entering into this Agreement. By execution of this Agreement, VENDOR represents it po�sesses the ability, skill, and resources necessary to provide its food and/or beverage service(s) to the public and is familiar with all current laws, rules, and regulations which reasonably relate to its business. This includes the VENDOR obtaining all necessary permits from government bodies including but 'not limited to the Spokane Regional Health District and Spokane Valley Fire Department. C. Standard of Care. VENDOR shall exercise the degree of skill and diligence normally employed by food/beverage truck VENDORS at the time of the Event. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. VENDOR shall accept modifications when ordered in writ ing by the City, so long as reasonable. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until February 28, 2026. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 10 days' written notice to VENDOR. 3. Compensation. As consideration for use of the City's facilities at the Event, VENDOR shall pay the City a flat fee of $25.00. 4. Payment. VENDOR shall pay the City's $25.00 flat fee by December 5, 2025. Vendor Agreement for City Event Page 1 of 6 Contract No. 25-205.00 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO VENDOR: Name: Lance Nichols Phone: (509) 255-3666 Address: PO Box 10045 Spokane, WA 99209 Email: popperazzikckgmail.cotn 6. Applicable Laws and Standards. In the performance of this Agreement, VENDOR agrees to comply with all applicable federal, state, and local laws and regulations. 7. Relationship of the Parties. It is understood and agreed that VENDOR shall be an independent contractor and not the agent or employee of City. Any and all VENDOR employees who provide services at the Event shall be deemed employees solely of VENDOR. The VENDOR shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 8.Ownership of Documents. Any documents prepared by VENDOR in the course of fulfilling its obligations hereunder may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws, and, upon a public records request concerning this Agreement or performance hereunder, the City shall provide notice to VENDOR of such request and provide a reasonable time for VENDOR to seek an injunction preventing the release of such records. 9. Reserved. 10. Insurance. VENDOR shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by VENDOR, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. VENDOR shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under VENDOR's commercial general liability insuranc policy with respect to the work performed for the City using an additional insured endorseent at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. Vendor Agreement for City Event Page 2 of 6 Contract No. 25-205.00 B. Minimum Amounts of Insurance. VENDOR shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. If VENDOR will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence, and $2,000,000 for general aggregate. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. VENDOR's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in excess of VENDOR's insurance and shall not contribute with it. 2. VENDOR shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by VENDOR. 3. If VENDOR maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by VENDOR, irrespective of whether such limits in intained by are greater than those required by this Agreement or whether any certificate of in:urance furnished to the City evidences limits of liability lower than those maintained by VENDOR. 4. Failure on the part of VENDOR to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to VENDOR to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due VENDOR from the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, VENDOR shall furnish acceptable insurance certificates to the City Clerk at the time VENDOR returns the signed Agreement, which shall be Exhibit B. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. VENDOR shall be financially responsible for all pertinent deductibles, self -insured retentions, and/or self-insurance. 11. Indemnification and Hold Harmless. By signing this Application, VENDOR agrees that it shall, at its sole expense, defend, indemnify and hold harmless, the City of Spokane Valley and its officers, agents, volunteers, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the work done, products sold, or services provided at the Event by the Vendor Agreement for City Event Page 3 of 6 Contract No. 25-205.00 VENDOR, the VENDOR's employees, contractors, volunteers and agents to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the VENDOR and the City, its officers, officials, employees, and volunteers, the VENDOR's liability, including the duty and cost to defend, hereunder shall be only to the extent of the VENDOR's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the VENDOR's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agree ent. 12. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 13. AssiEnment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 14. Subcontracts. Except as otherwise provided herein, VENDOR shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 15. Confidentiality. VENDOR may, from time -to -time, receive information which is deemed by City to be confidential. VENDOR shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 16. Reserved. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and VENDOR shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, VENDOR agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to VENDOR's services under this Agreement. VENDOR further agrees that the Arbitrator(s)' decision therein shall be final and binding on VENDOR and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration (inc uding expert witness fees). Vendor Agreement for City Event Page 4 of 6 Contract No. 25-205.00 19. Entire Agreement. This written Agreement constitutes the entire and co Iplete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20. Anti -kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 21. Business Registration. VENDOR shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Assurance of Compliance with Nondiscrimination Laws. During the performance of this Agreement, VENDOR, for itself, its assignees, and successors in interest shall comply with all federal, state, and local nondiscrimination laws, regulations, and policies including, but not be limited to RCW 49.60.530(3) et seq. 23. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Insurance Certificates Do�- The Parties have executed this Agreement this.19ih day of November, 2025. CITY OF SP KANE VALLEY VENDOR: John Ho Manager ,City By: Lance ols Its: Authorized Represe�ta APPROVED AS TO FORM: Vendor Agreement for City Event Page 5 of 6 Contract No. 25-205.00 Exhibit A - Scone of Services 2025 Celebration of Lights Pursuant to SVMC 6.05.050, by this Agreement the City is allowing the sale of kettle corn by Popperazzi Kettle Corn at the 2025 Celebration of Lights event. Popperazzi Kettle Corn will provide kettle corn for the patrons attending the Cele ration of Lights event on Friday, December 5, 2025 during the event time (5:30 — 7:30 p.m.) at Balfour P k (105 N. Balfour Road, Spokane Valley). City will provide the exact location for the vendor at the event. Popperazzi Kettle Corn shall arrive at 4:30 p.m. on December 5, 2025 to load in and set up for event. In addition: • Popperazzi Kettle Corn will pay a flat fee of $25 event fee per event to the City. • Popperazzi Kettle Corn shall process and collect all fees for their goods during the event. • Popperazzi Kettle Corn shall provide all equipment and goods necessaryfor the sale of kettle corn at the event. The City is not responsible for providing any equipment, of assistance related to the purpose of this Agreement. • Popperazzi Kettle Corn shall comply with all park rules and regulations. • Popperazzi Kettle Corn shall not disrupt the Celebration of Lights event in any manner. • Popperazzi Kettle Corn is aware that it is not a part of, an agent of, nor isl, it affiliated with the City of Spokane Valley. • The goods and products are not the activities or services of the City of Spokane Valley, and this Agreement does not and shall not be construed as an endorsement of the ;goods or services provided by Popperazzi Kettle Corn. Vendor Agreement for City Event Page 6 of 6 ACORO® `� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/1/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER North Town Insurance 5727 N Division St Spokane, WA 992 CONTACT NAME: Joseph Armand PHCO No Ext: (509)483-3030 n/c No: (509)413-0900 E-MAIL ADDRESS: Joseph@northtowninsurance.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Ohio Security Insurance Company 24082 INSURED Shuree Dawn INSURERS: DBA: Popperazzi NW INSURER C : 124 E Empire Ave INSURERD: Spokane, WA 99207-1710 INSURERE: INSURER F : GOVERAGES CERTIFICATE Nl1MBFR, g5g57AAq-2.9nA211AA61A RPVICI(1N NI IMRPR• 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM DIDY/YYYY) (MMIDD/YYYYJ LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FxIOCCUR Y BKS69088897 04/21/2025 04/21/2026 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑ JE� LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY Y BKS69088897 04/21/2025 04/21/2026 MBINED Ea a.,d.n,SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ IxANY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AHB AGGREGATE $ TENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Spokane Valley, WA POPPERAZZI KETTLE CORN 10210 East Sprague Avenue Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. RIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by JJA on 04/21/2025 at 02:49PM