mopdf.com

PartiesVENDING CONTRACT BETWEENTRENHOLM STATE COMMUNITY COLLEGEAND(INSERT VENDOR’S NAME)The parties to this Contract are Trenholm State Community College (herein afterreferred to as the College) whose address is P.O. Box 10048, Montgomery, AL andinsert vendor’s Name) (herein after referred to as Contractor whose address is (InsertVendor’s business Address).Purpose of ContractA. The College is authorized to bid out vending machine sites, enter into contracts with theContractors for installation and operation of vending machine sites on College owned property,and receive commissions from the vending machine.B. The purpose of this Contract is to set forth the terms and conditions by which the Contractorshall place and remain vending machine on College owned property.Terms of Contract and Required ApprovalsA. This Contract is effective when all parties have executed it all required approvals have beengranted (Effective Date). The term of the Contract is from (Insert starting date) through (Insertending date). All services shall be completed during this term. This Contract may be extendedunder the same terms and conditions of this Contract for a period not to exceed two (2)additional years. Any extension will be done by agreement of both parties I writing and subjectto the required approvals. There is no right or expectation of extension and any extension willbe determined at the discretion of the College.B. Contracts for professional or other services must be approved by the Alabama CommunityCollege System.Responsibilities of the ContractorThe Contractor agrees to;A. Place vending machines that dispense carbonated beverages, juices, other non-carbonatedbeverages, and packaged candy and snacks at the following locations:a. Trenholm Campus - 1225 Air Base Boulevard,b. Patterson Campus – 3920 Troy Highway,c. Library Tower - 3086 Mobile Highway,d. Joseph Dickerson Education Center – 3085 Mobile Highway,e. Truck Driving Training Center - 5420 Troy Highway,f. Adult Education Center - 1625 Lake Street, andg. Cosmetology/ Massage Training Center – 6240 Brewbaker Boulevard.B. Manage the vending machines by providing the machines, products, and related services toinclude:a. Placement;b. Loading/filingc. Servicingd. Cleaning and maintenancee. PricingPage 6 of 15

C.D.E.F.G.H.I.J.K.L.f. Customer relations, andg. AccountingHave the vending machine(s) vend those goods and/or services the Contractor has named orlisted in Proposal. Product substitutions may be made at any time, based upon customerrequests. Vending machines shall vend only those goods and/or services approved by theCollege. This includes beverage machines, multiple product machines, all hand-operated crankmachines that dispense bulk foods or packaged items, and any other coin-operated, electrical,or non-electrical machines.Have all vending machines installed no later than five (5) days after the effective date of thisContract. The Contractor agrees to pay for all costs related to the installations. The Collegeshall provide all necessary electrical outlets for the operation of vending machines. The Collegewill not pay for the construction of new vending machine locations or the remodeling of existingvending machines locations.Have all vending machines bear the name and telephone number of the contractor so theContractor can be contacted in case of machine malfunctions, a customer’s loss of money, orfor suggestions or complaints concerning the contractor’s machine(s) and/or service. Allvending machines shall bear a label stating that they are the sole property of the Contractor.Have all vending machines equipped with card readers for credit/debit cards.Prominently display any permit stickers or label required by local ordinances on each vendingmachine.At the Contractor’s own expense, obtain all necessary permits, give all notices, pay all licensefees, and comply with all laws, rules, ordinances, and regulations relating to the preservationof the public health or applicable service or business conducted under this contract. Theburden of the determining applicability of licensing requirements, laws, ordinances, andregulations for the Contractor and the Contractor’s employees rests with the Contractor.Replace machines as necessary, with similar machines upon prior notifications to the college.The Contractor shall place a replacement adhesive informational sticker.Insurance. The contractor shall provide a certificate of insurance for at least five hundredthousand dollars ( 500,000.00) liability when the Contract is signed. The certificate ofinsurance confirming the Contractor’s compliance with this obligation is attached hereto,Services.a. The Contractor shall keep machines clean inside and outside.b. The Contractor shall make arrangements for refund of money to customers due toequipment malfunction including, but not limited to, non-delivery of merchandise,spoiled product, or incorrect change.c. The Contractor shall designate a person to be the contact with the college representative.The Contractor shall provide written notice to the college when the when the name ofthe account representative, address, email address, and/or telephone number changes.d. The Contractor shall repair vending machines and other ancillary equipment, which aredamaged, destroyed, or rendered inoperable by any cause.e. The Contractor shall assure that all food complies with any requirements of State andassure that storage and transportation of food, containers, and supplies shall bemaintained in a sanitary manner and at applicable safe temperatures as required byDepartments of Health.Selling Prices.a. The Contractor shall be responsible for establishing prices to be charged for themerchandise.Page 7 of 15

b. The Contractor agrees that all prices so established and charged will be comparable tothe prevailing prices for similar merchandise sold in the community.M. Payment. Vending machine commissions shall be paid to the College at least quarterly. Aquarter means three months of the contractual period. Vending reports indicating the periodof time each payment covers, the location of each machine, gross sales, and the sales for eachmachine must accompany each payment.a. The College shall be paid by either check, money order, or electronic funds transferwithin (30) thirty days of the end of each quarter. If this Contract is terminated by eitherparty, commissions shall be paid within (30) days of the date of termination.N. Entirety of Contract. This Contract, consisting of six (6) pages plus Schedule A. representthe entire and integrated contact between the parties and supersede all prior negotiations,representations, and agreement, whether written or oral.O. Ethics. The Contractor shall keep informed of and comply with the Alabama Ethics andDisclosure Act, and any ethical standards governing the Contractor’s profession.P. Extensions. Nothing in this Contract shall be interpreted or deemed to create an expectationthat this Contract will be extended beyond the term described herein. Any extension of thisContract shall be initiated by the College, and shall be effective only after it is reduced to writingand executed by all parties to the Contract. Any agreement to extend this Contract shallinclude, but not necessarily be limited to identifications of the Contract being extended; theterm of the extension; and a statement that all terms and conditions of the original contract.Q. Force Majeure. Neither party shall be liable for failure to perform under this Contract if suchfailure to perform arises out of causes beyond the control and without the fault or negligenceof the nonperforming party. Such causes may include, but are not limited to, acts of God orthe public enemy, fires, epidemics, quarantine restrictions, freight embargoes, and unusuallysevere weather. This provision shall become effective only if the party failing to performimmediately notifies the other party of the extent and nature of the problem, limits delay inperformance to that required by the event, and takes all reasonable steps to minimize delays.This provision shall not be effective unless the failure to perform is beyond the control andwithout the fault or negligence of the nonperforming party.R. Indemnification. The contractor shall indemnify, defend and hold harmless the College, andits officers, agents, employees ,successors and assigns, from, or, against, and with respectto any and all claims of actions, lawsuits, damages, losses, liability and responsibility,including any attorney’s fees reasonably incurred by the College, which arise out of, or are inany way related to, the condition or safety of any of the contractor’s machines or otherequipment on site, or otherwise related to or arise out of any acts or omissions of the contractorin connection with the performance or non-performances of any of the various duties,responsibilities and activities covered by the Vending Contract.S. Independent Contractor. The Contractor shall function as an independent contractor for thepurposes of this Contract and shall not be considered an employee of the College for anypurpose. The Contractor shall assume sole responsibility for any debts or liabilities that maybe incurred by the Contractor in fulfilling the terms of this Contract and shall be solelyresponsible for the payment of all federal, state and local taxes which may accrue because ofthis Contract. Nothing in this Contract shall be interpreted as authorizing the Contractor orits Agents and/or employees to act as an agent or representative for or on behalf of the College.T. Kickbacks. The Contractor certifies and warrants that no gratuities, kickbacks, or contingencyfees were paid in connection with this Contract, nor were any fees, commissions, gifts or otherconsiderations made contingent upon the award of this Contract. If the Contractor breachesPage 8 of 15

or violates this warranty, the College, will terminate this Contract without liability to theCollege.U. Notices. All notices arising out of or from the provision of this Contract shall be in writing andgiven to the parties at the address provided under this Contract, either by regular mail,facsimile, e-mail, or delivery in person.V. Notice and Approval of Proposed sale or Transfer of the Contactor. The Contractor shallprovide the College with the earliest possible advance notice of any proposed sale or transferor any proposed merger or consolidation of the assets of the Contractor. Such notice shall beprovided in accordance with the notice provision of the Contract. If the College determines thatthe proposed merger, consolidation, sale or transfer of assets is not consistent with thecontinued satisfactory performance of the Contractor’s obligations under this Contract, thenthe College may, at its option, terminate or renegotiate the Contract.W. Prior Approval. This Contract shall not be binding upon either party; no services shall beperformed under the terms of the Contract until this Contract has been reduced to writing,and approved by the Alabama Department of Postsecondary Education.X. Proof of Insurance.Y. Commercial General Liability Insurance. The Contractor shall provide coverage, during theentire term of the contract against claims arising out of bodily injury, death, damage to ordestruction of the property of others, including loss of use thereof, and products and completedoperations, in an amount not less than five hundred thousand dollars ( 500,000.00) peroccurrence and one million dollars (S1,000,000.00) general aggregate.Z. The Certification of Insurance confirming the contractor’s compliance with this obligation isattached hereto.AA. Sovereign Immunity. The College has sovereign immunity as a State of Alabama entity.BB. Severability. Should any portion of this Contract be judicially determined to be illegal orunenforceable, the remainder of the Contract shall continue in full force and effect, and either,party may renegotiate the terms affected by the severance.CC. Taxes. The Contractor shall pay all taxes and other such amounts required by federal, state,and local law, including but not limited to federal and social security taxes, workers’compensation, unemployment insurance and sales taxes.DD. Termination of Contract. This Contract may be terminated for cause without notice if theContractor fails to perform in accordance with the terms of this Contract. This Contract may beterminated by either party at any time upon (30) thirty days written notice of termination. Upontermination, commissions will be due within (30) thirty days. Upon termination of the Contract,the Contractor shall remove all machines and ancillary equipment from the premises withinforty-eight (48) hours. If the equipment is not removed within five (5) days after the terminationof the Contract, the college may remove said machine and equipment at the expense of theContractor.EE. Third Party Beneficiary Rights. The parties do not intend to create in any other individualor entity the status of third party beneficiary, and this Contract shall not be construed so asto create such status. The rights, duties and obligations contained in this Contract shalloperate only between the parties to this Contracts, and shall inure solely to the benefit of theparties to determining and performing their obligations under this Contract. The parties to thisContract intend and expressly agree that only signatory to this Contract shall have any legalor equitable right to seek to enforce this Contract, to seek any remedy arising out of a party’sperformance or failure to perform Term or condition of this contract, or to bring an action forthe breach of this Contract.Page 9 of 15

FF. Assignability. This agreement may not be assigned without the prior written consent of theParties.GG. Modification. Any alterations, variations, modifications, or waivers of the provisions of thisContract shall be valid only if they have been reduced to writing, duty signed by the partieshereto, and attached to the original contract agreements.HH. Time is of Essence. Time is of the essence in all provisions of the Contract.II. Titles Not Controlling. Titles of paragraphs are for references only, and shall not be used toconstrue the language in this Contract.JJ. Waiver. The Waiver of any breach of any term or condition in this Contract shall not bedeemed a waiver of any prior or subsequent breach.*Signatures.The parties to this Contract, either personally or through their duty authorized representatives,have executed this Contract on the dates set out below, and certify that they have read,understand, and agreed to the terms and conditions of this Contract.Page 10 of 15

(To be completed by vendor)BID PROPOSAL FORMDate:To: Trenholm State Community CollegeIn compliance with your Advertisement for Proposals and subject to all the conditions thereof, the undersigned(Legal Name of Vendor)hereby proposes to furnish all labor, equipment, materials, supplies and perform all work required forVending Machine Services for Trenholm State Community College in accordance with drawings andspecifications.The Vendor, which is organized and existing under the laws of the State of , havingits principal offices in the city of , is a Corporation, a Partnership, (Other, specify).LISTING OF PARTNERS OR OFFICERS: If Vendor is a Partnership, list all partners and theiraddresses; if Vendor is a Corporation, list the names, titles, and businessaddresses of its officers:VENDOR’S REPRESENTATION: The vendor declares that it has examined the site of the work,having become fully informed regarding all pertinent conditions, and that ithas examined the specifications (including all Addenda received) for thework and the other proposal and contract documents relative thereto, andthat it has satisfied itself relative to the work to be performed.BASE PROPOSAL:Total Proposal Price Annualized for Vending Machine Services for Trenholm State CommunityCollege complete as shown and specified, the sum ofDollars ( )Page 11 of 15

BID CERTIFICATEI hereby affirm I have not been in any agreement or collusion among bidders or in restraintof freedom of competition, by agreement to bid at a fixed price or to refrain from bidding, orotherwise.Firm or Company NameAddressCity, State and Zip CodeTelephone NumberSignatures of Company RepresentativeBID CERTIFICATE MUST BE NOTARIZEDSworn and subscribed before me this the day of, 20.Notary PublicDate my commission expiresPage 12 of 15

CERTIFICATION PURSUANT TO ACT NUM. 2006-557ALABAMA LAW (SECTION 41-4-116, CODE OF ALABAMA 1975) PROVIDES THAT EVERYBID SUBMITTED AND CONTRACT EXECUTED SHALL CONTAIN A CERTIFICATION THATTHE VENDOR, CONTRACTOR, AND ALL OF ITS AFFILIATES THAT MAKE SALES FORDELIVERY INTO ALABAMA OR LEASES FOR USE IN ALABAMA ARE REGISTERED,COLLECTING, AND REMITTING ALABAMA STATE AND LOCAL SALES, USE, AND / ORLEASE TAX ON ALL TAXABLE SALES AND LEASES INTO ALABAMA. BY SUBMITTING THISBID, THE BIDDER IS HEREBY CERTIFYING THAT THEY ARE IN FULL COMPLIANCEWITH ACT NO. 2006-557. THEY ARE NOT BARRED FROM BIDDING OR ENTERING INTOA CONTRACT PURSUANT TO 41-4-116, AND ACKNOWLEDGES THAT THE AWARDINGAUTHORITY MAY DECLARE THE CONTRACT VOID IF THE CERTIFICATION IS FALSE.Firm or Company NameAddressCity, State and Zip CodeTelephone NumberSignatures of Company RepresentativeCERTIFICATE MUST BE NOTARIZEDSworn and subscribed before me this the day of, 20.Notary PublicDate my commission expiresPage 13 of 15

Schedule A - Commission ScheduleItemGross SalesCommission Percentage20OZCANSNACKPage 14 of 15Commission Amount

Schedule B - Historical SalesTRENHOLM STATETYPE OFMACH20OZSNACK2013SALES 2,150 2,8502014SALES 2,713 3,1752015SALES 4,470 4,1582016SALES 0 0BLDG. Q - PATTERSONBLDG. Q - PATTERSON20OZSNACK 775 1,304 1,243 1,370 1,261 1,452 2,496 2,464BLDG. B - PATTERSON *BLDG. B - PATTERSON *BLDG. B - PATTERSON *20OZCANSNACK 3,322 2,031 5,574 2,858 1,492 4,164 1,687 948 2,051 0 0 0TRUCK DRIVING SCHOOLTRUCK DRIVING SCHOOLCANSNACK 1,165 1,374 829 817 1,470 1,605 1,120 1,197COSMO LABCOSMO LAB20OZSNACK 1,152 1,408 871 765 822 1,030 1,238 1,548LIBRARY - AIR BASELIBRARY - AIR BASE20OZSNACK 2,565 2,443 1,870 1,750 2,346 2,530 2,890 2,978Dickerson Learning CenterDickerson Learning Center20OZSNACK 339 533 474 423 630 677 409 730BUILDING E - AIR BASEBUILDING E - AIR BASEBUILDING E - AIR BASE20OZ20OZSNACK 1,750 571 1,976 1,435 593 2,280 1,288 261 1,403 814 0 705BUILDING D - AIR BASEBUILDING D - AIR BASETotal20OZSNACK 4,370 3,796 41,448 4,529 4,953 38,604 3,870 4,532 38,490 2,881 1,386 22,8564 YearAverage 17,499 17,850 35,3502013SALES 20,190 21,258 41,4482014SALES 18,907 19,697 38,6042015SALES 19,053 19,438 38,4902016SALES 11,848 11,008 22,856LOCATIONBLDG. D. - PATTERSON *BLDG. D. -PATTERSON *Total DrinksTotal SnacksTotal Sales*picked up for constructionPage 15

W-9Form(Rev. December 2014)Department of the TreasuryInternal Revenue ServiceRequest for TaxpayerIdentification Number and CertificationGive Form to therequester. Do notsend to the IRS.Print or typeSee Specific Instructions on page 2.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.2 Business name/disregarded entity name, if different from above3 Check appropriate box for federal tax classification; check only one of the following seven boxes:C CorporationS CorporationPartnershipTrust/estateIndividual/sole proprietor orsingle-member LLCLimited liability company. Enter the tax classification (C C corporation, S S corporation, P partnership) Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above forthe tax classification of the single-member owner.4 Exemptions (codes apply only tocertain entities, not individuals; seeinstructions on page 3):Exempt payee code (if any)Exemption from FATCA reportingcode (if any)(Applies to accounts maintained outside the U.S.)Other (see instructions) 5 Address (number, street, and apt. or suite no.)Requester’s name and address (optional)6 City, state, and ZIP code7 List account number(s) here (optional)Part ITaxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoidbackup withholding. For individuals, this is generally your social security number (SSN). However, for aresident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For otherentities, it is your employer identification number (EIN). If you do not have a number, see How to get aTIN on page 3.Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 forguidelines on whose number to enter.Part IISocial security number––orEmployer ide

Request for Proposal – Vending Machine Services RFP# 2016-17-001 . H. Councill Trenholm State Community College(College ) will receive sealed proposalsin its Business Office until 2:00 p.m. April 27, 2017for, the items described in the proposal request. Proposals will be reviewed to determine