Vending Grantor Agreement
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Grantor Agreement Description: General Merchandising for Government Entities Page 1 of 8 Revised: 5-3-21 General Merchandising for Government Entity Grantor Agreement between the Arizona Department of Economic Security (“ADES” or the “Department”) and the City of El Mirage. WHEREAS, the Department is duly authorized to execute and administer contracts under A.R.S. § 41-1954 and Arizona Administrative Code, A.A.C. R6-4-302; and WHEREAS the Grantor has authority to enter into contracts pursuant to A.R.S. § 11-951; and WHEREAS the Grantor is the owner or lessee of the property(ies) identified in this Agreement that will be granted free of charges to ADES/Rehabilitation Services Administration (RSA)/Business Enterprise Program (BEP) for the operation of a merchandising business by a licensed blind person; and THEREFORE, the Department and the Grantor (the “Parties”) agree to abide by all the terms and conditions set forth in this Agreement. BY SIGNING THIS FORM ON BEHALF OF THE GRANTOR, THE SIGNATORY CERTIFIES HE/SHE HAS THE AUTHORITY TO BIND THE GRANTOR TO THIS AGREEMENT. FOR AND ON BEHALF OF THE ARIZONA DEPARTMENT OF ECONOMIC SECURITY FOR AND ON BEHALF OF THE CITY OF EL MIRAGE Signature Signature Printed Name Printed Name Procurement Manager Title Title Date Date ADES Contract Number Grantor Agreement Description: General Merchandising for Government Entities Page 2 of 8 Revised: 5-3-21 General Merchandising for Government Entity 1.0 ADES MISSION AND VISION STATEMENTS 1.1 ADES Mission: The Arizona Department of Economic Security (ADES) makes Arizona stronger by helping Arizonans reach their potential through temporary assistance for those in need, and care for the vulnerable. 1.2 ADES Vision: All Arizonans who qualify receive timely ADES services and achieve their potential. 2.0 PARTIES 2.1 This Agreement is between the ADES/Rehabilitation Services Administration (RSA)/Business Enterprise Program (BEP) and the City of El Mirage (the “Grantor”). 2.2 RSA is the administration within ADES that provides Vocational Rehabilitation (VR) services to individuals with various disabilities. Through the provision of VR services, RSA assists individuals with disabilities in achieving permanent, integrated, and competitive employment consistent with their strengths, resources, priorities, concerns, abilities, capabilities, interests and informed choice. 2.3 BEP, as part of RSA, provides to individuals who are legally blind and/or totally blind, business management training and ServeSafe Certification. Upon successful completion, trainees are licensed as BEP Operators to operate food service businesses throughout the State of Arizona. In accordance with the Randolph- Sheppard Act (P.L. 93-516) as amended, BEP Operators have priority for merchandising business on Federal property. Per Arizona Revised Statute A.R.S. §23-504, BEP Operators have priority for merchandising business on State, County, or other local government property. Business operations vary from operation of small snack bars, micro-markets, and vending machines to large cafeterias. BEP is responsible for identifying potential business opportunities at those facilities, negotiating agreements with the local government entities and private businesses (known as Grantors), designing and equipping facilities, and providing initial stocks and supplies. The individual BEP Operators are not State of Arizona employees. RSA/BEP enters into an agreement with each BEP Operator who successfully completes training and passes ServeSafe Certification to manage a merchandising business on a Grantor’s property. 3.0 TERMS OF AGREEMENT 3.1 TERM. The term of the resultant Agreement shall be effective on May 7, 2024 or the date of last signature whichever is later and shall remain in effect for Five (5) years, unless terminated, cancelled or extended as otherwise provided herein. 3.2 ADES has no obligation to extend or renew this Agreement. However, ADES has the right, to amend and extend the Agreement for two (2) additional five (5) periods up to a maximum Agreement term of fifteen (15) years. In the event that the ADES exercises such right, all terms, conditions and provisions of the original Agreement shall remain the same and apply during the renewal period. 3.3 TERMINATION. This Agreement may be terminated by mutual agreement of the parties at any time during the term of the Agreement with thirty day written notice and execution of a Termination Amendment. 4.0 AMENDMENTS OR MODIFICATIONS 4.1 This Agreement may be amended or modified at any time by mutual agreement. No agent, employee or other representative of either party is empowered to alter any of the terms of the Agreement, unless done in writing and signed by the authorized representative of the respective parties. 4.2 Any amendment, modification, or variation from the terms of the Agreement shall be in writing and signed by the authorized signatories of both parties. 4.3 Exceptions. Either party shall give written notice to the other party of any non-material alteration that affects the provisions of this Agreement. Non-material alterations that do not require a written amendment are as follows: 4.3.1 Change of telephone number(s). Grantor Agreement Description: General Merchandising for Government Entities Page 3 of 8 Revised: 5-3-21 General Merchandising for Government Entity 4.3.2 Change in authorized signatory. 4.3.3 Change in the name and/or address(es) of the person(s) to whom notices are to be sent. 4.3.4 Changes to Attachment 1 which include but are not limited to: 1. Additions and deletions of properties or locations and services on any property owned or leased by the Grantor. All such changes shall be reflected in a revised Attachment 1. 2. Addition, replacement or removal of equipment or movement of equipment from one location or area of a location to another, as in movement of a vending machine from one property to another or from one floor to another. E-mail is the preferred method of updating Attachment 1. 5.0 PURPOSE OF AGREEMENT 5.1 The purpose of this Agreement is to mutually agree upon the: 5.1.1 Location(s) on the Grantor’s properties as stated in Attachment 1 that will be granted to RSA/BEP free of charges for operation of a merchandising business/vending business; and 5.1.2 Roles and responsibilities of both Parties. 6.0 RESPONSIBILITIES 6.1 RSA/BEP will: 6.1.1 Assign a licensed BEP Operator to the agreed upon merchandising business/vending business. RSA/BEP may replace the Operator pursuant to BEP Policy and A.A.C. R6-4 Article 3 as may be amended. If the services being provided by the BEP Operator are documented to be unsatisfactory RSA/BEP will take appropriate remedial action in accordance with BEP Policy and A.A.C. R6-4 Article 3. 6.1.2 Assist the BEP Operator in establishing the merchandising business/vending business and furnishing and installing necessary equipment. 1. There will be no charge to the Grantor for furnishing and installing the equipment. 2. All equipment purchased by RSA/BEP will remain the property of ADES and will be marked with an ADES inventory tag. 3. All equipment purchased and installed by a contracted vendor will remain the property of the contracted vendor. 6.1.3 Confirm that weight from equipment on any floor at any site does not exceed the load limit established by the Grantor, if applicable. 6.1.4 Substitute vending machine types to update equipment and varieties as necessary and the changes will be reflected in a revised Attachment 1. 6.1.5 Obtain written consent from the Grantor prior to making any alterations, additions, or improvements to any merchandising business/vending business locations that would structurally impact the Grantor’s facility under this Agreement. 6.1.6 BEP may remove specific vending machines under this agreement, without terminating the agreement as a whole, by written notice to the Grantor at least thirty (30) calendar days prior to the effective date of said removal if: 1. Infrequency of purchases result in product and profitability loss, and/or 2. Occurrences of vandalism make it impractical to maintain a machine at a particular location. 6.1.7 Respond within forty-eight (48) hours of notification by the Grantor to issues concerning the maintenance and operation of the equipment/vending machines. Response by email is acceptable and preferred. 6.1.8 Correct any deficiencies in the observation or performance of any terms and conditions or provisions of this Agreement within thirty (30) calendar days after receipt of written notice of the deficiency (ies). If more than thirty (30) calendar days are reasonably required to cure the deficiency, (as per A.A.C. R6-4-315 and R6-4- 325 as may be amended), then RSA/BEP will not be deemed to be in default if the cure was commenced within the thirty (30) calendar day period and it is diligently pursued to its completion. Notwithstanding the foregoing, in the event the Grantor determines that performance under this Agreement by RSA/BEP or the BEP Operator constitutes a hazard to health or safety, the Grantor may require the immediate cure of the deficiency and in its sole discretion suspend operations at the facility until the cure is accomplished or terminate this Agreement. Grantor Agreement Description: General Merchandising for Government Entities Page 4 of 8 Revised: 5-3-21 General Merchandising for Government Entity 6.1.9 Make all reasonable efforts to repair defective equipment/vending machines. RSA/BEP will issue a request for repair service of equipment/machine within twenty-four (24) hours of detecting defect or upon receipt of a notice from the Grantor. If a licensed technician determines that the equipment/machine is unserviceable the BEP Manager or his/her delegate will make provisions for the machine replacement and/or disposal accordingly. 6.1.10 Make all reasonable efforts that any RSA/BEP owned vending machines/equipment is/are moved within ten (10) business days from the date of receipt of a written request from the Grantor. RSA/BEP assumes full responsibility for equipment and/or its condition and the vending products within each machine if the Grantor is required to move the equipment on behalf of ADES/BEP due to the failure of BEP to move the specified equipment within the ten (10) day period after notice from the Grantor is received. 6.1.11 Maintain all equipment in good working order, service as needed, repair or replace all broken parts when applicable and maintain all equipment in a clean, orderly and sanitary condition so as to not detract from or deteriorate building appearance. 6.1.12 Direct the BEP Operator to coordinate with the Grantor’s designated representative concerning access to the facility and the security of the premises during and after regular business hours in relation to the merchandising business/vending business locations reflected under this Agreement. This will entail compliance with any additional personnel testing, screening, background checks, etc., which may be required of other ADES Contractor personnel providing vendor machine services and having routine access to the facility. 6.1.13 Direct the BEP Operator to provide services as follows: 1. Operate those merchandising business/vending business on the Grantor’s premises stated in Attachment 1 of this Agreement. 2. Comply with all Arizona Department of Health Services regulations, county health regulations and other regulations applicable to the operations of the merchandising business/vending business. 3. Comply with all statutes, rules, orders, codes, ordinances and regulations applicable to the operation of the business and the premises. 4. Maintain insurance and other employee insurance policies as required by law and stated in the BEP Operator Agreement. The State of Arizona, ADES/RSA/BEP and the Grantor shall be named as additional insured on the liability insurance policy and endorsed under a waiver of subrogation. 5. Provide evidence of any security clearances, as required by the Grantor. 6. Maintain the operation of the business during mutually agreed upon business hours that may be stated in Attachment 1. 7. Establish and maintain direct contact with the designated Grantor representative(s) in order to resolve operational issues or concerns. 8. Respond within forty-eight (48) hours of notification by the Grantor to issues concerning the maintenance and operation of the equipment/vending machines. Notification by email is acceptable and preferred. BEP shall also maintain direct contact with a designated Grantor Representative to resolve any operational issues or concerns. 9. Empty regularly all trash from each food service/vending location into receptacles as designated by the Grantor. 10. Pay for any long-distance phone service accrued for each food service location if using phone service provided by the Grantor. 11. Handle customer requests to replenish inventory and make refunds for unsatisfactory products and/or lost money in a prompt and courteous manner. Refund notices will be posted where it is highly visible. 12. Provide vending services as follows: 1. Price vending products in accordance with the average market value of the same or like products plus BEP markup. These items may include but are not limited to; hot beverages, cold drinks, candy, pastries, sandwiches/cold foods or frozen items, snacks, and other convenience items. 2. Utilize popular brands of food and drinks and accommodate reasonable requests by the Grantor to stock specific products in vending equipment. 3. Provide fresh products within the dates stamped on the package(s). Grantor Agreement Description: General Merchandising for Government Entities Page 5 of 8 Revised: 5-3-21 General Merchandising for Government Entity 4. Service and restock all vending equipment in accordance with the requirements listed in Attachment 1. 5. Not install or maintain vending machines that dispense alcohol, tobacco products, or medications 6.2 The Grantor shall: 6.2.1 Provide and pay security, space, utilities (gas, water, sewer, electricity), internet access or other assessment for the operation of the merchandising business/vending business at no cost to ADES/RSA/BEP or the BEP Operator as follows: 1. Provide at least sixteen square feet (16 SF/ft2) for each vending machine. 2. Provide for LAN ports with open internet access so that wired payment kiosks may utilize them when required for micro-markets. Stand-alone vending machines are excluded. 3. Provide water and electricity if applicable, to within three (3) feet of food service and vending equipment in areas at locations identified in Attachment 1. 4. Install water line(s) prior to installation of food service and vending equipment when applicable. Water Line shall have an appropriately sized shut off valve with an appropriately sized compression fitting on the end. 5. Provide electrical outlets that are a minimum of 15 Amp and at best, a dedicated circuit for each outlet with one (1) outlet for each machine. Minimum of dedicated circuits is one (1) for each compressor operated piece of equipment such as cold food, frozen food, hot beverages, micro-market, and/or soda machines. Frozen food, hot beverage machines and micro-markets require not less than a 20 Amp dedicated circuit and a 5-20R electrical receptacle (NEMA configurations). 6. Provide receptacles for trash and or recyclable items. 7. Provide procedures to support fire and security systems, and access into and out of rooms and buildings in the event of interruption of utilities. This includes evacuation plans for the assistance to the individuals with physical disabilities and the individuals who are blind. 6.2.2 Cooperate with and allow ADES/RSA/BEP to furnish and install equipment and/or services as deemed necessary for merchandising business/vending business (operation). 6.2.3 Furnish ADES/RSA/BEP any documents and information deemed necessary for successful business operation (e.g. floor plans, electrical plans, minutes related to the BEP Operations). 6.2.4 Provide access to the BEP Operator and its personnel during and after regular business hours as necessary. Access shall be mutually agreed upon and in writing. All security shall be the responsibility of the Grantor. 6.2.5 Allow the BEP Operator to have direct contact with the designated Grantor Representative. 6.2.6 Notify the ADES/RSA/BEP designated contact person and the BEP Operator if any concerns arise in respect to food selection, inventory or other service issues in order to promote good customer service. Submit any request for changes in the merchandising business/vending business products/inventory or hours in writing (email preferred) to the designated ADES/ RSA/BEP contact person and the BEP Operator. 6.2.7 Notify the BEP of events that may warrant replenishment of inventory outside of regular stocking schedule. 6.2.8 Notify the BEP about any requirements concerning access to the facility and the security of the premises during and after regular business hours in relation to the merchandising business/vending business locations reflected under this Agreement. This shall entail compliance with any additional personnel testing, screening, background checks, etc., which may be required of other ADES Contractor personnel providing vending machine service having routine access to the facility. 6.2.9 Except as provided in paragraph 6.1.10, not move or cause to be moved equipment/machines from their specified location(s). 1. In the event that equipment/machines need to be moved either permanently or temporarily, the designated ADES/RSA/BEP contact person shall be notified in writing to move the machine or machines within ten (10) business days prior to date and time of required move in order for ADES/RSA/BEP to acquire a contractor to move the equipment. 2. Except as provided in 6.1.10 above, in the event that vending machines/equipment is/are moved by or at the request of the Grantor or by anyone not authorized by BEP, the Grantor shall accept full responsibility for all damage to equipment and products up to full replacement of equipment and/or vending products resulting in loss. Damages to equipment will be assessed in writing by a licensed Grantor Agreement Description: General Merchandising for Government Entities Page 6 of 8 Revised: 5-3-21 General Merchandising for Government Entity repair contractor, contracted by the RSA/BEP for purposes of assessing the cost of damage and/or loss. Product loss assessment shall be accepted by the Grantor as cause for reimbursement when presented with an itemized list in writing by the BEP Operator and confirmed in writing by the BEP Manager or his/her delegate. The Grantor agrees to reimburse the vending equipment owner for damages of equipment and/or resulting product loss in accordance with this paragraph. 6.2.10 Respond to requests and/or correspondence from RSA/BEP or BEP Operator within forty-eight (48) hours. Response by email is acceptable and preferred. 6.2.11 Annually notify ADES/RSA/BEP designated personnel about current building population in each building. Furthermore, if there is a reduction or increase in building population of more than fifty (50) people, at any time, the Grantor shall notify RSA/BEP within ten (10) business days of the change. 6.2.12 Observe and conform to A.R.S. § 23-504, Merchandising Businesses For The Blind, Section E by granting priority for the merchandising of any food, snacks and/or beverages on all properties covered under this Grantor Agreement to ADES/BEP, including preference and the first right of refusal to provide such merchandising. BEP priority exemptions include businesses as described in A.R.S. § 23-504, and periodic sales held in order to benefit charitable causes. A.R.S. § 23-504 exempts "merchandising businesses operated by public educational institutions where merchandising facilities are provided as an integral part of service to students or as a training program to students," as well as "major food services provided by hospitals or residential institutions of the state as a direct service to patients, inmates, trainees or otherwise institutionalized persons." After notifying BEP, periodic sales held in order to benefit charitable causes are also exempt from BEP priority. 7.0 PAYMENT 7.1 There will be no payment under this Agreement. The Grantor shall not charge any rent or other assessment for use or occupancy of the space granted for the operation of the merchandising business/vending business by licensed blind persons. 8.0 NOTICES 8.1 All notices to the Grantor regarding this Agreement shall be sent to the following address: Organization: City of El Mirage ATTN: Valerie Ojeda, Purchasing Administrator Address: Finance Department 10000 N. El Mirage Rd, El Mirage, AZ 85335 Phone: 623-876-2953 Email: vojeda@elmirageaz.gov 8.2 All notices to the ADES/RSA/BEP regarding the merchandising business/vending business under this Agreement shall be sent to the following addresses: 8.2.1 Rehabilitation Services, Business Enterprise Program ATTN: BEP Manager 3425 East Van Buren, Suite 102, Mail Drop 5317 Phoenix, Arizona 85008-6847 Phone: (602) 774-9100 TTY: (855) 475-8194 FAX: (602) 250-8584 8.2.2 Rehabilitation Services Administration ATTN: SBVI Manager PO Box 6123, Mail Drop 5371 Phoenix, Arizona 85005-6123 8.3 ADES and the Grantor will each provide the contact person’s name and email address to the other party. Updates on this information may be provided by email to the other party. Grantor Agreement Description: General Merchandising for Government Entities Page 7 of 8 Revised: 5-3-21 General Merchandising for Government Entity 9.0 APPLICABLE LAW 9.1 In accordance with ARS § 41-2501, et seq, and AAC R2-7-101, et seq, Contract shall be governed and interpreted by the laws of the State of Arizona and the Arizona Procurement Code. 10.0 ARBITRATION 10.1 The parties to this Agreement agree to resolve all disputes arising out of or relating to this Agreement through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518 except as may be required by other applicable statutes. 11.0 AUDIT 11.1 In accordance with A.R.S. § 35-214, the Contractor shall retain and shall contractually require each subcontractor to retain all data, books and other records (“records”) relating to this Contract for a period of five years after completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce the original of any or all such records. 12.0 CONFLICT OF INTEREST 12.1 In accordance with A.R.S. § 38-511, the State may within three (3) years after execution cancel the Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the State, at any time while the Agreement is in effect, becomes an employee or agent of any other party to the Agreement in any capacity or a consultant to any other party to the Agreement with respect to the matter of the Agreement. 13.0 E-Verify 13.1 In accordance with ARS § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with AAC Section A.R.S. § 23-214, Subsection A. 14.0 FORCE MAJEURE 14.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this agreement if and to the extent that such party’s performance of this agreement is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 15.0 INDEMNIFICATION AND INSURANCE 15.1 Each party to this Agreement is responsible for its own negligence. 15.2 The Department will require that the BEP Operator: 15.2.1 Maintains valid insurance and worker’s compensation coverage. 15.2.2 Provides to the Grantor a copy of valid and current insurance certificates prior to commencement of services and upon policy renewal, as evidence of primary and non-contributory liability insurance, naming the State of Arizona/ADES and the Grantor as additional insured and endorsed under the Waiver of Subrogation. The insurance certificate shall provide for 30 days' advance notice of any material changes, cancellation, termination or expiration. 16.0 NON-AVAILABILITY OF FUNDS 16.1 In accordance with A.R.S. § 35-154, every payment obligation of the State under the Agreement is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the State at the end of the period for which funds are available. No liability shall accrue to the State in the Grantor Agreement Description: General Merchandising for Government Entities Page 8 of 8 Revised: 5-3-21 General Merchandising for Government Entity event his provision is exercised, and the State shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 17.0 NON-DISCRIMINATION 17.1 In accordance with A.R.S. § 41-1461 et seq. and Executive Order 2009-09, the Grantor shall provide equal employment opportunities for all persons, regardless of race, color, religion, creed, sex, age, national origin, disability or political affiliation. The Grantor shall comply with the Americans with Disabilities Act. 18.0 ATTACHMENTS 18.1 The following attachments are part of this Agreement: 1. Attachment 1 - Merchandising Business/Vending Business Facility Location. 2. Attachment 2 - Specific Requirements (If applicable). 3. Attachment 3 – Other requirements, (e.g., background, security, etc.), if applicable.