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HomeMy WebLinkAboutContract 52645 AAA CSC No.52645 RECEIVED AUG 14 2019 cin CoExa " In-N-Out Burger SECRETARY Cookout Agreement Cookout Department 13502 Hamburger Lane Baldwin Park,CA 91706 (626)813-8295 Event Information: Event ID: E34031 Event Date: Saturday, August 17, 2019 Client: City of Fort Worth "Back to School Bash" Time: 11:30 am—12:30 pm Service Time: 1 Hrs Number of Meals: 300 Order: Number of Trucks: 1-300(this truck/each truck) Description:300-Hamburgers,Cheeseburgers, Chips and Drinks Event Address: Contact Information: Victory Forest Community Center Tina Nikkila 3427 Hemphill Street Phone: (817) 392-8235 Fort Worth,TX 76110 Email: Tina.Nikkila@fortworthtexas.gov Event Name: City of Fort Worth "Back to School Bash" Customer Details: Key Dates: Billing Contact: Tina Nikkila Signed Contract Due: 7/2/2019 Billing Phone: Phone: (817) 392-8235 Billing Address: 3427 Hemphill Street Fort Worth,TX 76110 We hope that this Cookout Agreement and Terms and Conditions will serve to acquaint you with the In-N-Out Mobile Unit service and that you and your group will be pleased with the service that In-N-Out brings to you. I have read the above Event Information, and agree to the "Terms and Conditions" and any attachment or addendum and agree to all provisions therein. C��. - Aug 12,2019 F�rnando Costa Inug 12,2019) City of Fort Worth Date Signature Organization E CORD'TARYO,TX TERMS AND CONDITIONS (1) SITE SELECTION: In-N-Out Burger reserves the right to pre-approve the location of any event at which In-N-Out Burger Truck may appear and shall have the right, upon request,to inspect the site in advance. The In-N-Out Burger Truck requires a solid and level surface for parking. In-N-Out Burger reserves the right to relocate the truck if it deems the parking area,or any portion thereof,to be unacceptable.Our Cookout Trailers require 70 feet of parking space,with 14 feet overhead clearance and a width of at least 11 feet. Please be aware that some areas may be inaccessible due to narrow or steep roads or driveways and low overhanging trees. COSTS: In-N-Out Burger agrees to provide you a cookout at no charge serving approximately 300 meals and a service time of 1 hour. Please contact your cookout coordinator if additional meals need to be requested All meals must be served during the requested service hours and while supplies last. 3. PROMOTIONAL MATERIALS:The In-N-Out Burger name, logo,trademark and graphics may only be used on printed materials relating to your event and may not be included in any form of electronic advertising, including,without limitation, radio,television, etc. All printed materials(including,without limitation, posters,tickets or other promotional materials) using the In-N-Out Burger name, logo,trademarks or graphics("Names and Marks")must be approved by the In-N-Out Burger Marketing Department in advance of production of such materials. Please e-mail your design to whill@lnnout.com for review and typically 24-hour turn-around and approvals. In-N-Out Burger reserves all rights,title and interest in and to its Names and Marks;you hereby acknowledge and agree that by this Agreement In-N-Out Burger is not granting to you any license of any kind to use the Names and Marks. 4. FOOD HANDLING AND SERVICE:You expressly understand and agree that only In-N-Out associates shall cook the burger's at the event. In addition,you expressly agree that no personnel, other than In-N-Out associates,shall serve burger's to guests at the event. 5. CHANGES IN TERMS OF AGREEMENT:Trailers do not carry extra product.We will only come prepared to serve what you have ordered above and must all be served within the scheduled time. If you desire to change the time, location or menu of your event as originally agreed to in this contract,you must inform In-N-Out Burger of such a change no later than seven (7)days prior to the scheduled date of the event. Please note that In-N-Out Burger may be unable to make any change in the event if this advance notice is not provided. 6. INSURANCE AND INDEMNIFICATION REQUIREMENTS:Except through its own negligence, bad faith, or intentional misconduct, In-N-Out does not assume liability for any damages or loss whatsoever. 7. LIMITATION OF LIABILITY: In no event shall In-N-Out Burger or any of its owners,officers,directors, employees,contractors or suppliers be liable to you for any punitive,special,exemplary, incidental, consequential or other indirect loss or damage(including, but not limited to, loss of profits, loss of revenue, loss of opportunity and loss of use)that may arise out of or in connection with this Agreement, including, but not limited to,damages or costs resulting from In-N-Out Burger's failure to provide the service regardless of whether such damages could have been foreseen, prevented or had been advised of. Under no circumstance will the collective liability of In-N-Out Burger and its owners,officers,directors,employees, contractors or suppliers,for any damages incurred,ever exceed the amount paid or payable by you to In-N-Out Burger under this Agreement regardless of the form of action,whether based on contract,tort, negligence,strict liability, products liability or otherwise. 8. RIGHT TO RESCIND: In-N-Out Burger reserves the right,at anytime,to unilaterally rescind this Agreement and/or to deny service to you,even after your event has commenced, if your event is not conducted (or any person related to the event does not conduct themselves) in a manner consistent with applicable law and the policies,practices or image of In-N-Out Burger. 9. GOVERNING LAW AND VENUE:The laws of the State of Texas shall govern this Agreement. 10. FORCE MAJEURE:The parties to this Agreement will be excused frorn the performance of this Agreement in whole or in part if the performance by In-N-Out Burger or Customer f any of its material obligations under this Agreement is prevented by operation of law or any cause beyon the reasonable control of such party, including without limitation fire,flood,disruption of transportation(taut not the failure of a party to reasonably anticipate possible transportation delays),earthquake,public disaster,strike, labor dispute or unrest,accident, breakdown of electrical or other equipment, riot,w�r, insurrection,civil unrest,Act of God, any act of any legal or governmental authority(all of which causes aro referred to as"events of force majeure"). If the event is cancelled or curtailed because of the occurrence of any of the foregoing events of force majeure, In-N-Out Burger shall remit the full portion of the deposit, less any out-of-pocket costs incurred by In-N-Out Burger in connection with the cancelled or curtailed event. 11. MISCELLANEOUS: This Agreement constitutes the entire agreement between the parties and supersedes any and all prior offers, negotiations and agreements. Only a written agreement executed by the parties shall modify or amend this Agreement. if any provision of this Agreement is declared invalid,the remaining provisions shall remain in full force and effect. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. aL— Au 0 12,2019 Fernando Costa(Aug 12,2019) b 1 Date Signature COOKOUT TRUCK INFO Length: 56'—8" 8-9 Parking Spaces (Approximately 75') Width: 9'—6" 14'-6" Setup 24'-6" Setup W/Ez-up Height:13'—2" Safe Clearance Height: 13'—6" Bottom Rail Clearance Height: 10" Rear Tractor Axle— Front Trailer Axle Spacing: 25' Weight: 50,000 Lbs eight Sticker: 60,000 Lbs 11l137 _ • 1 'FC ADDENDUM TO IN-N-OUT BURGER COOKOUT AGREEMENT BETWEEN THE CITY OF FORT WORTH AND IN-N-OUT BURGER This Addendum to In-N-Out Burger Cookout Agreement("Addendum")is entered into by and between In-N-Out Burger ("Seller") and the City of Fort Worth ("City"), collectively the "Parties", for a cookout cvent on August 17, 2019. The Contract documents shall include the following: I. The In-N-Out Burger Cookout Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the atta�hed In-N-Out Burger Cookout Agreement (the "Agreement'), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorizAA to in the parties hereto,that the parties hereby agree that the provisions in this Addendum low shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement (the "Effective Date") and shall expire three (3) years after the Effective Date (the Expiration Date'),unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. 2. Termination. a. Convenience. Either City or Seller may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding . In the cvent no funds or insufficient funds are appropriated by City in any fiscal period for any payments 4ue hereunder, City will notify Seller of such occurrenec and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Addendum to in-N-Out Burger Cookout Agreement(August 17,2019 Event) Page 1 o14 d. Duties and Obligations of the Parties. In the event that the Agreement is tenninated prior to the Expiration Date,City shall pay Seller for services actually rendered up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to perform services hereunder,Seller shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees Penalties. and Liquidated Damages,. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such teens and any such terms are hereby deleted from the Agreement and shall have no force or efT'ect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions arc hereby deleted and shall have no force or effect. 6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller or any third party harmless from damages of any kind or character,City objects to these terms and agrees only to indemnify or hold Seller or any third party harmless from damages to the extent allowed by law. Nothing herein shall require the City to establish a sinking fund. Any contrary terms are hereby deleted from the Agreement and shall have no force or effect to the extent allowed by law. 7. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable,City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are Addendum to In-N-Out Burger Cookout Agreement(August 17,2019 Event) Page 2 of 4 sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. Addendum Contmlline. If any provisions of the a ached Agreement,conflict with the terms herein, arc prohibited by applicable law, conflict with ny applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 10. Immigration Nationality Act. Seller shall veri the identity and employment eligibility of its employees who perform work under this Agreonent, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Seller shall provide City with copies of all I-9 forms and supporting eligibility docum tation for cach employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 11. No Boycott of Israel. If Seller has fewer than 10 employees or the Agreement is for less than$100,000,this section I I does not apply.Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written.verification from the company that it: (1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's signature provides written verification to City that Seller: (1) does not boycott Israel,and(2) will not boycott Israel during the tern of the Agreement. 12. Right to Audit. With the exception of goods and s ices that arc donated by Seller, or for which City has not paid any funds, Seller agrees that City ss iall,until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Seller reasonable advance notice of intended audits. Executed this the 12th_ day of August 2019. (vignaturec follow) Addendum to In-N-Out Burger Cookout Agreement(August 17,2019 Event) Page 3 of 4 CITY: City of Fort Worth Contract Compliance Managcr: By signing I acknowledge that I am the person responsible for the monitoring and administration Tom` of this contract, inCluding Cllsuring all By: Fernando Costa(Aug12,2o19) peel-ormance and reporting rcgUit'C111CtltS. Name: Fernando Costa "Title: Assistant City Manager •o Auggate: 12, 2019 By: Sheri Endsley(Aug 12,201. Name: Sheri Endsley Approval Recommended: Title: District Superintendent Park and Recreation Departlllent David Creek I3y, David Creek(Aug 12,2019) Approved as to Form and Legality: Name:David Creck Titic:Acting Director Palk and RCCreatlon Department Matt Murray(Aug 13,2019) By: Attcst: "` .,,., Name: Matt Murray ., 1A. "TiIIC: Assistant City Attorney r rC` ,, By: Name: Mary Kayser Title: City secretary 'r• IN-N-OUT BURGER: By: _ C''�✓ Y Name: �Gt�1 GiZ1 l.h T.tie: j �j lOk/ QY(, C WV 1k!q� Datc: C/ ✓ _ l OFFICIAL RFC . :- CITY SECRF.T'AR, Addendum 10 In-N-Out Burger Cookout Agreement(August 17, 2019 Event) FT VJMTlf, '