4.11 SR 11-07-2022
Request for Action
To Item Number
Mayor and Council 4.11
Agenda Section Meeting Date Prepared by
Consent November 7, 2022 Tim Dalton, FT Center Superintendent
Item Description Reviewed by
Bernick’s Vending Agreement for FT Center Cal Portner, City Administrator
Reviewed by
Action Requested
Approve, by motion, the agreement with Bernick’s Full Line Vending for beverage and snack vending at the
Furniture & Things Community Event Center (FT Center).
Background/Discussion
This replaces a longstanding agreement with Bernick’s for vending. Under the former arrangement, staff ordered
beverages, filled vending machines, managed cash/coin, and other functions. This new agreement calls for
Bernick’s to fully manage, supply and service vending machines at the FT Center.
Bernick’s will in turn pay 25% of all profits to the FT Center. Agreement provides increase credit card vending,
and reduces issues experienced with cash/coin-based vending.
This agreement has been reviewed, and includes several revisions initiated by the city attorney.
Financial Impact
FT Center will receive 25% of all profits from beverage and snack vending in the facility. While eliminating
significant staff time and resources devoted to the servicing and management of the vending machines in the past.
Mission/Policy/Goal
Establish sustainable, efficient, and profitable, vending service at the FT Center.
Attachments
Bernick's-FT Center Vending Agreement FINAL 11-2-2022
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires prosperity.
Updated: August 2020
VENDING AGREEMENT
AGREEMENT made this 2nd day of November 2022 by and between City of Elk River, 1000
School St, Elk River, MN 55330 its successors and assigns (hereinafter called "Customer") and
, 801 Sundial Drive, St. Cloud, MN 56302, its successors and
assigns, (hereinafter called "Company").
IT IS HEREBY AGREED AS FOLLOWS:
1. EXCLUSIVE GRANT:
Customer hereby grants Company the exclusive right and privilege to operate general vending
service at Furniture and Things Community Event Center (hereinafter called "Premises") and to
sell all vended foods, beverages, and merchandise to employees and visitors of the Customer at
the Premises.
2. INSTALLATION AND SUPPLY.
The company shall install, without cost to the Customer, equipment required and mutually
agreed upon by both parties including all coolers, freezer and coffee equipment and hot beverage
set forth hereto and made a part hereof. Company shall replace such machines as Company may
from time to time determine necessary and shall install such additional machines as Company
and Customer may from time to time mutually determine necessary. The additional machines
shall be limited to the space provided by the Customer which would be four machines by the
bathrooms, potentially six machines by the office, and the possibly of four machines upstairs.
Any original, replacement and additional machines shall collectively be referred to as the
"Machines". The Company shall keep the Machines supplied with an adequate amount of food,
beverages, and other merchandise as may be selected by the company of good quality, prepared,
and dispensed in conformity with all applicable State, Federal, and other health, and sanitation
standards. The Machines and their contents shall remain the exclusive property of the Company.
See Exhibit B for current and possible future placement of vending machines.
3. MACHINE IMPROVEMENTS.
Machine improvements or changes made by the Company in any area shall remain the Sole and
exclusive property of Company and shall be removed by Company upon termination of this
agreement.
VENDING AGREEMENT
4. UTILITY AND SERVICE CONNECTIONS.
Customer shall at its own expense provide the Company all necessary utility outlets and a
dedicated internet connection at the designated areas where the Machines are to be located and
shall also furnish without cost to Company all necessary heat, water, electrical currents, and
internet. Customer agrees to notify Company immediately of interruption of such services.
5. COMPENSATION.
The Company agrees to charge the retail prices at the Premises subject to the other provisions of
this Agreement. It is understood and agreed that the retail prices under this Agreement are based
on current costs to the Company, including without limitation to labor, merchandise, taxes, and
license fees. In the event of any increase in such costs to the Company, the Company and the
Customer shall mutually agree upon price changes or other changes to cover any cost increases.
6. LICENSES.
All Federal, State, and Local licenses shall be paid for by Company. Company agrees to
reimburse Customer for any license or permit required to be purchased by Customer relating to
sales through Machines.
7. MAINTENANCE.
Company shall operate and maintain all Machines in a clean and sanitary condition in
accordance with recognized standards and applicable laws, and regulations. Customer agrees to
keep the areas, in which the Machines are located, in a clean and sanitary condition and shall
dispose of all garbage and trash that may result from the operation of the vending service in
accordance with all applicable laws and regulations.
8. PERSONNEL
Company employees will at all times be dressed in clean and neat uniforms or other assigned
dress code and will observe all regulations in effect on the Premises.
Customer agrees to allow only Company employees or other Company authorized personnel to
remove, maintain, repair, any machine, or contents thereof.
VENDING AGREEMENT
9. INSURANCE.
Company will procure and maintain the following insurance.
(a) Workmen's Compensation as required by the laws of Minnesota.
(b) Comprehensive Bodily Injury, Property Damage, Liability, including bodily injury and
property damage, including fire and water damage and damage caused by automobiles trucks or
other vehicles within limits of $1,000,000 (One Million).
(c) Product Liability in minimum limits of $1,000,000. (One Million). Company will furnish
Customer evidence of insurance covering items specified as Customer may reasonably request.
The cost of the above insurance shall be of the Company.
10 TERM.
This Agreement shall become effective 11/07/2022 and shall remain in force for a period of Five
(5) years from such effective date and for any additional period or periods as provided herein.
Company reserves the right to terminate without cause giving a 30 day notice.
11. CANCELLATION.
In the event of breach by either party in the performance of any of its obligations under this
Agreement, the other party may give written notice thereof to the breaching party. In the event
that the breaching party does not take the necessary steps to correct such conditions of breach
within thirty (30) days of receipt of such written notice, the other party may, in additional to any
other legal remedies, terminate this Agreement by written notice to breaching party in
accordance with the requirement of Section 10 above.
12. REMOVAL.
Upon the termination of this Agreement, Company shall vacate and return the Premises to
Customer. Company shall have the right to remove all Machines and other property and
equipment installed by Company thereunder. Company shall not be responsible for reasonable
wear and tear.
VENDING AGREEMENT
13. NOTICES.
All notices required thereunder shall be sent certified mail, return receipt requested and
addressed as follows:
If to Customer: City of Elk River
1000 School St
Elk River, MN 55330
If to Company: BernicFull Line Vending
801 Sundial Drive
St. Cloud, Minnesota 56302
ATTN: Director of Vending Food Service
Ryan Dale
14. ASSIGNMENT.
This Agreement shall be assignable by either party hereto but shall be limited to operation of
Machines at the Premises named herein.
15. INDEPENDENT CONTRACTOR.
It is the intent of the parties hereto that the relationship between the parties shall be that of
independent contractors.
VENDING AGREEMENT
16. LAWS APPLICABLE.
The provisions of this Agreement shall be construed under the laws of Minnesota.
17. AUTHORITY.
This Agreement is entered into by the Company on the express warranty and representation that
the Customer has the Authority to enter into this Agreement.
18. HEADINGS.
The section headings provided herein are for reference only and shall not be construed to affect the
meaning of provisions therein
IN WITNESS WHEREOF, the parties hereto have executive this Agreement.
CUSTOMER
City of Elk River
By: ________________________
Its:
Date:
BERNICK
By: Ryan Dale
Its: Vending Director
Date: 11/1/22
VENDING AGREEMENT
Exhibit A
In return for the exclusive rights to Conventional Vending rights on the Customeat
Elk River Ice Arena an agreed upon (5) five-year calendar period. Customer may terminate this
agreement without cause giving a 30 day notice; however, the Company will remain the
exclusive Conventional Vending supplier during the five year period. Effective upon the date
signed, The Bernicks Company will make the following offer:
1) As part of this agreement City of Elk River agrees to purchase any wholesale hot beverages
and coffee and teas at current wholesale prices.
2) Any wholesale beverages and candy and snack will be purchased thru the Bernicks
Company.
3) All special events will include a charge for product and a $50.00 delivery fee.
4) Vending commission rate monthly 25% on Candy/Snack and 25% on Beverages
Note: All price increases will be mutually agreed upon by Bernicks Company and City of
Elk River.
VENDING AGREEMENT
Exhibit B
Attached is a maps of the Premises showing current and possible future locations of vending machines:
VENDING AGREEMENT