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HomeMy WebLinkAbout26-065.00 Sweet T's, LLC - Vendor AgreementContract No. 26-065.00 Food & Beverage Vendor Agreement for Picnic in the Park Event Sweet T's, LLC THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Sweet T's, LLC, 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 Picnic in the Park event on May 30, 2026 (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 possesses 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 foodibeverage 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 writing 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 June 15, 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 June 15, 2026. Vendor Agreement for Picnic in the Park Event Page 1 of 6 Contract No. 26-065.00 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: Tiana Witcher Phone: (509) 437-1018 3124 E. Marietta Ave, Unit B Spokane, WA 99207 Email: sweetts.2025wp_lzmail.com 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 insurance policy with respect to the work performed for the City using an additional insured endorsement 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 Picnic in the Park Event Page 2 of 6 Contract No. 26-065.00 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 maintained by are greater than those required by this Agreement or whether any certificate of insurance 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 Agreement, 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, Vendor Agreement for Picnic in the Park Event Page 3 of 6 Contract No. 26-065.00 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 Agreement. 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. Assignment 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 (including expert witness fees). Vendor Agreement for Picnic in the Park Event Page 4 of 6 Contract No. 26-065.00 19. Entire Agreement. This written Agreement constitutes the entire and complete 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 The Parties have executed this Agreement this U day of May, 2026. CITY OF SPOKANE VALLEY Hohman, City Manager APPROVED AS TO FORM: VENDOR: By: iana Witc er Its Authorized Representative Vendor Agreement for Picnic in the Park Event Page 5 of 6 Contract No. 26-065.00 Exhibit A - Scope of Services Picnic in the Park Pursuant to SVMC 6.05.050, by this Agreement the City is allowing the sale of lemonade by Sweet T's, LLC at the Picnic in the Park event. Sweet T's, LLC will provide lemonade for the patrons attending the Picnic in the Park event on Saturday, May 30, 2026 during the event time (12:00 — 2:00 p.m.) at Balfour Park (105 N. Balfour Road, Spokane Valley). City will provide the exact location for the vendor at the event. Sweet T's, LLC shall arrive at 10:45 a.m. on May 30, 2026 to load in and set up for event. In addition: • Sweet T's, LLC will pay a flat fee of $25 event fee per event to the City. • Sweet T's, LLC shall process and collect all fees for their goods during the event. • Sweet T's, LLC shall provide all equipment and goods necessary for the sale of lemonade at the event. The City is not responsible for providing any equipment, or assistance related to the purpose of this Agreement. • Sweet T's, LLC shall comply with all park rules and regulations. • Sweet T's, LLC shall not disrupt the Picnic in the Park event in any manner. • Sweet T's, LLC is aware that it is not a part of, an agent of, nor is 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 Sweet T's, LLC. Vendor Agreement for Picnic in the Park Event Page 6 of 6 Business Binder -Receipt Policy Type — Business Insurance Policy number: 98-UB-1869-1 Effective date: March 24, 2026 PRIMARY NAMED INSURED Prepared for: SWEET T'SS LLC Address: 3124 E MARIETTA AVE UNIT B SPOKANE, WA 99207-5531 POLICY PREMIUM Total annual premium: $325.00 SECTION I - PROPERTY JLStateFarme State Farm Fire and Casualty Company A stock company with home offices in Bloomington, IL Location Location of Described Premises number Limit of Insurance Coverage A Building Limit of Insurance Coverage B Business Personal Property 001 3124 E Marietta Ave Unit B Spokane WA 99207-5531 No Coverage $1,000 Replacement Cost SECTION II - LIABILITY Coverage Limits Coverage L - Business Liability Per Occurrence $1,000,000 Coverage M - Medical Expenses Each Person $5,000 Aggregate Limits Limits Products/Completed Operations Aggregate $2,000,000 General Aggregate $2,000,000 DEDUCTIBLES Section I Deductibles Amount Policy Deductible $1,000 Policy number: 98-UB-1869-1 Page 1 of 2 Effective date: March 24, 2026 BLFireBinderReceipt.WA 1010797 2011 156443 09-09-2025 ADDITIONAL ENDORSEMENTS Inland Marine — Computer Property Computer hardware/software limit: $25,000 Loss of income and extra expense limit: $25,000 Deductible: $500 Your State Farm Agent Dave Christy 12120 E Mission Ave. Suite 1 Spokane Valley, WA 99206 Bus: 509-926-1345 ext. &StateFarw Inland Marine — Miscellaneous Articles Limit: $1,000 Valuation: Replacement Cost Deductible: $500 BINDER: State Farm® will provide coverage to the applicant and his or her legal representative on the property described for up to ninety (90) days from the Effective Date, subject to all terms and conditions of the policy and endorsements for which application has been made. If no Effective Date is indicated, this Binder does not provide any coverage. This Binder will be void when the declarations page is issued on the policy for which application has been made or when coverage under this Binder is canceled in accordance with policy provisions. The premium due State Farm for the coverage provided by this Binder will be the full annual premium for the policy for which the application has been made, and will be pro -rated for the length of time coverage is provided under this Binder. If coverage in this Binder replaces coverage in other policies terminating at 12 Noon (Standard Time) on the inception date of this Binder, this Binder will be effective at 12 Noon (Standard Time) instead of 12:01 a.m. Standard Time. Policy number: 98-UB-1869-1 Page 2 of 2 Effective date: March 24, 2026 BLFireBinderReceipt.WA 1010797 2011 156443 09-09-2025