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Cookout Agreement
6 8 L o 5 Cookout Department
13502 Hamburger Lane
Baldwin Park,CA 91706
(626)813-8295
Event Information: Event ID: E39506
Event Date: Wednesday, March 25, 2020
Client: City of Fort Worth "Senior
Games"
Time: 11:00 am—12:00 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
"Senior Games"
Customer Details: Key Dates:
Billing Contact: Tina Nikkila Signed Contract Due: 12/10/2019
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.
Jan 17, 2020 FIrna "Costa(Jan17,2020) City of Fort Worth
Date Signature Organization
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:
a) In-N-Out Burger agrees to provide you a cookout at no charge serving approximately 300 meals and a
service time of 1 hour.
b) Please contact your cookout coordinator if additional meals need to be requested
c) 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 Burger does not assume liability for any damages or loss whatsoever.
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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.
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10. FORCE MAJEURE: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.
Jan 17, 2020
Fgrnando Costa(Jan 17,2020)
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'
eight: 50,000 Lbs eight Sticker: 60,000 Lbs
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CSC No. 52645-AD1
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 Fart Worth ("City"), collectively the
"parties", for a cookout event on March 25,2020.
The Contract documents shall include the following:
1. 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:
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 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.
Addendum to In-N-Out Burger Cookout Agreement(March 25,2020 Event) Page 1 of 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 1 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
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 23,2020 Event) Ngi 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 S 100,000,this section 11 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 trot 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
3i;W - of this contract,including ensuring all
By: Femando Costa(Dec 13,2019) performance and reporting requirements.
Name: Fernando Costa
Title: Assistant City Manager
Manager
Date: Dec 13, 2019 By. Sheri Endsley(Dec 12,201
Name: Sheri Endsley
Approval Recommended: Title: District Superintendent
Park and Recreation Department
By: Sheri (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
By: Mary (Dec 6,2019)
Name: Mary Kayser
Title: City Secretary
IN-N-OUT BURGER:
By:
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Addendum to In-N-0ut Burger Cookout Agreement(Mareh 25,2020 Event) Page 4 of 4