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HomeMy WebLinkAboutContract 52645-AD1 CSC No. 52645-AD1 ADDENDUM TO IN-N-OUT BURGER COOKOUT AGREEMENT BETWEEN THE CITY OF FORT WORTH nF `` _.' AND IN-N-OUT BURGER This Addendum to In-N-Out Burger Cookout Agreement("Addendum")is entered into by 8 L 9 between In-N-Out Burger ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a cookout event on March 25, 2020. The Contract documents shall include the following: l. The In-N-Out Burger Cookout Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached 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 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: l. 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 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 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. <<,UkU tTAOV P - Addendum to In-N-Out Burger Cookout Agreement(March 25,2020 Event) t 4, 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 agrees only to indemnify Seller 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 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. Addendum to In-N-Out Burger Cookout Agreement(March 25,2020 Event) Page 2 of 4 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. Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City, Seller shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each 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 1 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 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. Executed this the day of Dec 13, 2019 , 2019. (signatures,follow) Addendum to In-N-Out Burger Cookout Agreement(March 25,2020 Event) Page 3 of 4 CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration ' L of this contract,including ensuring all By: Fernando Costa(Dec 13,2019) performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager Dec 13 2019 Date: 7 By; Sheri Endsley(Dec 12,201 201W4— Name: Sheri Endsley Approval Recommended: Title: District Superintendent Park and Recreation Department By; Sheri Endsley(Dec 12,201 ) Approved as to Form and Legality: Name: Sheri Endsley Title: District Superintendent Park and Recreation Department By; Matt Murray(Dec 13,2019) Attest: Name: Matt Murray Title: Assistant City Attorney Arg OR. By; Mary Kayser(Dec 6,2019) Name: Mary Kayser Title: City Secretary z a IN-N-OUT BURGER: By: k a.h I►'L1 GDWg,r-f- Title: �'�OkO�v'�{" GoDraln&41ph' Date: g - - t -- W"iah' Addendum to In-N-Out Burger Cookout Agreement(March 25,2020 Event) -Tager