HomeMy WebLinkAboutContract 51076 CITY SECRETARY O
CONTRACT NO.
SII In-N-Out Burger
Cookout Agreement
Cookout Department
13502 Hamburger Lane
Baldwin Park, CA 91706
(626)813-8295
Event Information: Event ID: E26723
Event Date: Sat, 8/11/2018
Client: City of Fort Worth " Worth
Reading Celebration"
Time: 1:00 pm -3:00 pm
Service Time: 2 Hrs
Number of Meals: 700
Order:
Number of Trucks: 1-700 (this truck/each truck)
Description:700-Hamburgers,Cheeseburgers, Chips and Drinks
Event Address: Contact Information:
Forest Park Pool Jessica Wilson
2850 Park Place Phone: (817) 392-2418
Fort Worth,TX 76110 Mobile: ( ) - Fax: ( ) -
Event Name: City of Fort Worth " Email: jessica.wilson@fortworthtexas.gov
Worth Reading Celebration"
Customer Details: Key Dates:
Billing Contact: Jessica Wilson Signed Contract Due: 5/16/2018
Billing Phone: (817) 392-2418
Billing Address: 500 West 3rd Street
Fort Worth,TX 76102
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.
1 "IE! 5u J. CNAPA 01Ty or 11c-r �oaYN
Date Organization
0'1ED AS TO FORM AND LEGALITY
c� I ATTO
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.
(1) COSTS:
In-N-Out Burger agrees to provide you a cookout at no charge serving approximately 700 meals and a
service time of 2 hours..
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.
S. 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: Customer acknowledges and warrants that it has
adequate liability insurance in place for the property where the cookout is to be held. Upon In-N-Out's
request,Customer shall provide In-N-Out with a Certificate of Insurance, or a copy of the homeowners'
insurance policy indicating that adequate liability insurance is in place for the property where the cookout is
to be held.
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A) Except to the extent any action or claim arises out of the gross negligence or intentional misconduct of
In-N-Out Burger or any of its employees,owners,officers,directors and agents,to the extent allowed by
Texas law,you hereby agree to indemnify,defend and hold harmless In-N-Out Burger and its affiliates,
related business entities,successors,assigns,employees,owners,officers,directors and agents,and
each of them,from and against any and all actions or claims that you or your guests, invitees and
representatives may have,and against any and all other actions or claims,which in any way relate to or
arise out of your event.
B) Except for any liability arising out of its gross negligence or intentional misconduct, In-N-Out Burger does
not,and shall not be required to,assume any liability for any damages or losses arising from or relating
to your event.
C) You hereby acknowledge and agree that In-N-Out Burger and its employees,owners,officers,directors
and agents shall not have any liability to you for any claims, liabilities or expenses arising out of or
relating to the event in excess of the fees actually paid by you to In-N-Out Burger pursuant to this
Agreement,except to the extent any such claim, liability or defense has been finally judicially
determined to have resulted primarily from the gross negligence or intentional misconduct of In-N-Out
Burger.
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 any time,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. If a dispute
arises in connection with or relating to this Agreement, it shall be subject to the exclusive jurisdiction and
venue of the state and federal courts located in Dallas County,Texas, and the parties consent to the personal
and exclusive jurisdiction and venue of these courts.
10. FORCE MAIEURE:The parties to this Agreement will be excused from the performance of this Agreement in
whole or in part if the performance by In-N-Out Burger or Customer of any of its material obligations under
this Agreement is prevented by operation of law or any cause beyond the reasonable control of such party,
including without limitation fire,flood, disruption of transportation (but 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,war, insurrection, civil unrest,Act of God,
any act of any legal or governmental authority(all of which causes are 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.
Date Signature
GIAP•q
;7YY
OVED AS TO FORMAND LEGALITY:
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COOKOUT TRUCK INFO
Length: 561-811 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'-611
Bottom Rail Clearance Height: 10" Rear Tractor Axle—Front Trailer Axle Spacing: 25'
eight: 50,000 Lbs Weight Sticker: 60,000 Lbs
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ADDENDUM TO C' wour lam-fes
BETWEEN
THE CITY OF FORT WORTH
AND
l,/-/U-Deur Rax4.sx
This Addendum to ("Addendum") is entered into by and between the
/N•A)•%,, &,w 6., ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a
purchase of licenses.
The Contract documents shall include the following:
1. The C«,xarr i4t,4a, ,r, and
2. This Addendum.
Notwithstanding any language to the contrary in the attached C,,moo,,,�Gae.e,K6.V(the
"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by
a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below 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 o_<- U 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. The Agreement may be renewed for 3 number of renewals at
City's option, each a "Renewal Term." City shall provide Seller with written notice of its intent
to renew at least thirty (30) days prior to the end of each term.
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 Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will
notify Seller of such occurrence and the Agreement shall terminate on the last day of the
Addendum to Software License Agreement Pagel of 4
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.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated 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 terms and any such terms are hereby deleted from the Agreement
and shall have no force or effect.
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 are 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 any such 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 11 § 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
Addendum to Software License Agreement Page 2 of 4
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 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 Controlling. If any provisions of the attached Agreement, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule,
regulation or ordinance of City, the terms in this Addendum shall control. ,
10. Immigration Nationality Act. City actively supports the Immigration &
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of
all employees who perform work under the Agreement. Seller shall complete the Employment
Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility
and identity documentation for all employees, and upon request, provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under
the Agreement. Seller shall establish appropriate procedures and controls so that no services will
be performed by any employee who is not legally eligible to perform such services. Seller shall
provide City with a certification letter that it has complied with the verification requirements
required by the Agreement. Seller shall indemnify City from any penalties or liabilities due to
violations of this provision. City shall have the right to immediately tenninate the Agreement for
violations of this provision by Seller.
11. No Boycott of Israel. 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
terns "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 term of the Agreement.
12. Right to Audit. With the exception of goods and services that are donated by
Seller, or for which City has not paid any funds, Seller agrees that City shall, 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.
(signature page,follows)
Addendum to Software License Agreement Page 3 of 4
Executed this the o y of , 2018.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
�\\'C/iof this contract, including ensuring all performance
By: ��- �d and reporting requirements.
Name: Jesus J. Chapa
Title: Assistant City Manager
���l ��a By.
Date: Name
Marilyq Marvin
Approval Recommended: Title..
Assistant Library
Director
By: Approved as to Form and Legality:
Name. Marilyn
Marvin
Title: By:
Assistant Library Name: J
Director Title: Assistant City Attorney
Attest: Contract Authorization:
&C:
FORT 1A1,
By: ®� A
N me: ar ' r :S
Title: City gecretary �c
MCPS
SELLER:
In-N-Out Burger
By:
Name: Syfv(u V.Cowarf
Title: Cookol4t Coordjsja.tor OFFICIAL.RECORD
Date: ,-A44 e CITY EECRIIITARY
"hWORTH,TX
Addendum to Software License Agreement Page 4 of 4