HomeMy WebLinkAboutContract 55075 CSC No.55075
FUNDING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND KROGER TEXAS,.
L.P.FOR FLU VACCINATIONS FOR FORT WORTH RESEDENTS
This FUNDING AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a Texas hoine mile municipal corporation, acting by and through
Valerie Washington, its duly authorized Assistant City Manager, and Kroger Texas, L.P.("Vendor"),each
individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
I. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
Exhibit A, which is attached hereto and incorporated herein, are made a part of this Agreement for all
purposes. Irl the event of any conflict between the terms and conditions of Exhibit A and the terrns and
conditions set forth in the body of this Agreement,the terms and conditions of this Agreement sllall control.
1. SCOPE OF SERVICES,
Vendor shall provide rip to 1,200 flu shots to Fort Worth residents at the Community Fitt
Immunization Event oil October 9`i'and I0" to aid in lowering nuin her of people going to the hospital for
flu like symptoms during COVID-19. Fitt season typically results in increased demand on medical
resources. Fitt symptoms and COVID-19 symptoms are very similar and it is vital that as lnany people as
possible receive the flu vaccine to decrease the demand oil hospitals and medical providers so that those
who have COVID-19 complications can quickly receive tivatment. This will help reduce the spread and
severity of COVID-29 in Fort Worth, which is wily the City has determined that this funding agreement is
necessary to combat COVID-19 and its effects. Exhibit"A,"-Scope of Services more specifically describes
the services to be provided hereunder.
2. TERM.
This Agreement shall begin on October 9,2020 ("Effective Date")and sllall expire on December
31,2020("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term").
3. COMPENSATION.
City shall pay Vendor twenty five dollars($25.00)for each flu shot provided to a fort Worth citizen
pursuant to this Agreement, and as outlined in the terms of Exhibit A—Scope of Services. Total payinent
made under this Agreement shall be in an aniouut not to exceed Tiventy Thousand Dollars($20,000.00).
Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City shall
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
appl'CVCS SUCII expenses nl writing. Vendor shall submit an invoice to City no later than December- 1,2020,
that includes the number of flu shots provided at the event to Fort Worth citizens and the total amount owed.
City will pay Vendor within thirty days of receiving a correct and accurate invoice.
4. TERMINATION. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing Vendor with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which fluids have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered tip to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement tip to the effective date of tertination,
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor, for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City("City Information")as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
G. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to exam ine at reasonable times any directly pertinent books,doctiments,papers and records,including,
but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
This section shall survive the expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of Its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractor. Vendor acknowledges that the doctrine of respondem srrperror shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is finther understood that City shall in no
way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
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employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable For any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents,servants,employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SER VANTS OR EMPLOYEES
8.2 GENERAL INDEMNIFICA TION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROM AND AGAINST ANYANDALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TOANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
Section 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor tinder this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
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$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000— Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may he provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10)days' notice sliall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street, Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
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(d) The insurers for all policies must be licensed and/or approved to do business in(lie
State of Texas.All insurers must have a minintum rating of A- VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, ►vrittcii approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
instuance shall be delivered to the City prior to Vendor proceeding with any►vork
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by Iaw. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMIIVATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the tratism iss ion,or(3)received
by the other party by United States Mail,registered, return receipt requested,addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Kroger Texas,LP.
Attn: Valerie Washington,Assistant City Manager Jeff Loesch, Director of Pharmacy
200 Texas Street 751 Freeport Parkway
Foil Worth,TX 76 1 02-63 14 Coppell,TX 75019
Facsimile: (817)392-8654
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With copy to Fort Worth City Attorney's Office at
sarne address
14. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
15. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion,
16. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
17. SEVERABIUrY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not Iiinited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
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21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
22. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A,B and C,contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest,as to the matters contained herein. Ally
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
23. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a
PDF or tiff image,or a signature,shall be treated as and shall have the same effect as an original.
24. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
25. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
tinder this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS, AGENTS,OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
26. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/site has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose naive, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto. The Parties agree that execution after the effective date shall not render this Agreement void,
voidable, or unenforceable,and the Parties further agree that they are frilly bound by this Agreement.
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27. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code,the 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 Goveftiment Code. By signing this
contract, Vendor certifies that Performer's signature provides written verification to the City that Vendor:
(1)does not boycott Israel;and(2)will not boycott:Israel during the teen of the contract.
28, CONFIDENTIAL INFORMATION
Vendor acknowledges that CITY is a governmental entity and is subject to the Texas Public
Information Act ("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the CITY's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto.
(signature page follows)
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this I Oth
day of October,2020.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that 1 am the person
responsible for(lie monitoring and administration of
By: Valerie Washington(Dec22,202010:38CST) this Contract,including ensuring all performance and
reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Dec 22,2020 .Tustin Cox
Date. By: Justin Cox{Dec 19,2020 12J4 CST
Name:Justin Cox
APPROVAL RECOMMENDED: Title: Grants Manger
APPROVED AS TO FORM AND LEGALITY:
By: Cody WhitV5bu rg(D�18,202014;N.CST,
Nance: Cody Whittenburg
Title: Enviroutnental Manager By:
.00'ovUn�
aq oR �a Name. 3o Anrr Pate
ATTEST: p�F° °°°°oo oPo Title: Assistant City Attorney
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��o o=� CONTRACT AUTHORIZATION:
Bo s°q Na M&C Required
// 00 °OOOOppOO°° p
Y: a>1 nFXAobb Ordinauce No.24161-04-2020
Name: Mary Kayser
Title: City Secretary
VENDOR:
Kroger Texas,L.P. ATTEST:
By: By:
N eff Loesch Name: 4a .ger
Hill
Title: Director of Pharmacy Title: of Adrninistra eivices
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 9 of 10
EXI-IIRIT A
SCOPE OF SERVICES
Kroger Health is providing up to 1,200 flu shots over two days (Oct.9 & I0)for a Community Flu
Immunization Event at Dickies Arena.
Vendor will bill insurance for individuals with insurance and will not seek reimbursement for those
immunizations. However,for each flu immunization provided to a Foil Worth resident who either does
not have insurance or whose insurance will not cover the cost of the vaccine, in full or in part,Vendor
will bill the City for the unpaid portion of the vaccination, up to$25 per vaccination. No resident shall be
required to make any payment.
Vendor Services Agreement—Exhibit A Page 10 of 10