HomeMy WebLinkAboutContract 53814 Pl City SecretaryContractNo. 53814
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C1N S�CRENARY N FORTWORTH,
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation and US Foods,
Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B—Insurance Requirements;
4. Exhibit C—Verification of Signature Authority Form.
5. Addendum
Exhibits A, B and C,which are attached hereto and incorporated herein, are made apart of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services.Vendor shall provide the City with perishable and non-perishable food
items on an as-needed basis for various City functions, including both big and small events and cooking
classes offered at City of Fort Worth owned and operated facilities. Exhibit"A,"—Scope of Services more
specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 30, 2020 ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion,to
renew this Agreement under the same terms and conditions, for up to four(4)one-year renewal options,at
City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the prices made available
through Vendor's website(www.usfoods.corn and in accordance with the provisions of this Agreement.
Total payment made by City under this Agreement for the Initial Term or for any renewal term shall be in
an amount up to Four Hundred Thousand and 00/100 Dollars($400,000.00).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 approves such expenses in
writing.
®FFICIAI.RECORD
CITY SECRETARY
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Vendor Services Agreement—US Foods,Inc. age 1 of14
City Secretary ContractNo.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party 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 fiscalperiod 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 funds 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 up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
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.
5.3 Public Information Act. 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. 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.
5.4 Unauthorized Access.Vendor shall store and maintain City Informationin a secure
manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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6. 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 examine at reasonable times any directly pertinent books,documents,
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.
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,Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers,agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers,agents, servants, employees or subVendor of Vendor. Neither Vendor,nor any officers, agents,
servants, employees or subVendor 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 subVendor.
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,
INCL UDING 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 OMBSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR L OSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND 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.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle,or pay, at its own cost and expense, any claim or action against City for
infringement of any patent,copyright, trade mark,trade secret,or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
Vendor Services Agreement—US Foods,Inc. Page 3 of14
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City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations,or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so.In the event City,for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement,City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto.Notwithstanding the foregoing,City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a)procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing,provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontractany 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 under 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 types and minimum coverage limits as described by Exhibit"C" that are to be in effect prior
to commencement of any work 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
Vendor Services Agreement—US Foods,Inc. Page 4 of14
City Secretary ContractNo.
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,
subVendors 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 law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,
ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTIIMST, 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
transmission,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 US Foods, Inc.
Attn: Assistant City Manager Attn: Mike Walls
200 Texas Street Vice President, National Sales
Fort Worth, TX 76102-6314 1992 Forest Lane
Facsimile: (817) 392-8654 Garland, TX 75042
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or
employ,whether as employee or independent contractor,any person who is or has been employed by the
other during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. 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.
16. 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.
17. Governing Law/Venue. This Agreement sballbe 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 he in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
Vendor Services Agreement—US Foods,Inc. Page 5 of14
City Secretary ContractNo.
18. Severability. 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.
19. 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
limited 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.
20. 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.
21. 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.
22. 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.
23. 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.Any prior or contemporaneous oralor written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original, but all such counterparts shalltogether constitute
one and the same instrument.
25. 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.
26. Immigration Nationality Act. Vendor 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,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, AGENM, OR
Vendor Services Agreement—US Foods,Inc. Page 6 of14
City Secretary ContractNo.
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers,procedures,guides,and documentation,created,published,displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further,
City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other
proprietary rights in and to the Work Product.Ownership of the Work Product shall inure to the benefit of
City from the date of conception, creation or fixation of the Work Product in a tangible medium of
expression(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a
"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent
such Work Product,or any part thereof,is not considered a "work-made-for-hire"within the meaning of
the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title
and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent
trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without
further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part
of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she 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 name, 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.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name,ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership mustbe accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change,copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement.Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of 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 companythat 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 contract, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott Israel; and(2) will not boycott
Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement—US Foods,Inc. Page 7 of14
City Secretary ContractNo.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible forthemonitoring and administrationof
Fernando Costa(Apr 20,2020) this contract,including ensuring all performance and
BY Name: Fernando Costa reporting requirements.
Title: Assistant City Manager
Ap r 20 2020 � L
Date: By: Sheri Endsley i;Apr 17,20201
Name: Sheri Endsley
APPROVAL RE
Cp ED: Title: District Superintendent
T,
David Creek(Apr 17,2020)
By: APPROVED AS TO FORM AND LEGALITY:
Name: David Creek
Title: Acting Director
t
SII;l�I`GI r�Gffiyri�QQr� By Matt Murray(Apr20,202)
Sandra You (Apr ,2020)
By: Name: Matthew A Murray
Name: Sandra Youngblood Title: Assistant City Attorney
Title: Assistant Director
CONTRACT AUTHORIZATION:
ATTEST: M&C: 19-0366 12 10/vo 1 ok
Form 1295 Certificate No. 2019-549147
.�7 ..
By: U '
Name: Mary Kayser
Title: City Secretaryw
VENDOR:
US Foods, Ina
iviz�i�ya�iti
Michael Walls(Apr 17,2020)
By:
Mike Walls,
Vice President, National Sales
Date:
Apr 17, 2020 2020 ®FF6C�AL ,�
,
CITY
FT WORTH,n
Vendor Services Agreement—US Foods,Inc. Page 8 of14'
EXHIBIT A
SCOPE OF SERVICES
The vendor shall provide perishable and non-perishable food items to the City of Fort Worth on an as-
needed basis for various City functions, including both big and small events and cooking classes offered at
City owned and operated facilities. Vendor agrees to make deliveries to the following City locations:
CENTER ADDRESS SUPERVISOR PHONE NUMBER
Victory Forest 3427 Hemphill St. (76110) Bakahri Thornton (817)392-8200
orthside 1801 Harrington 76106 Eric Lopez 817 392-5992
IBRARY LIBRARY ADDRESS
Central Library: Admin) 500 W. 3rd St. 76102 Lee Niata Johnson 817 392-7706
Central Library: Adult 500 W. 3rd St. 76102 Shawn Goforth 817 392-7827
Central Library: 500 W. 3rd St. (76102) Linda Barrett (817)392-6643
Central Library: 500 W. 3rd St. (76102) Angela Barratt (817)392-7745
Library System:(Adult 500 W. 3rd St. (76102) Jana Hill (817)392-8927
Library System:(Outreach 500 W. 3rd St. (76102) Osei Baffour (817)392-2364
Library System: Youth 500 W. 3rd St. 76102 Christina Garcia 817 392-6012
[Library System:(Early 500 W. 3rd St. (76102) Minerva Gates (817)392-7531
For delivery, all orders shall be delivered inside the building.
Vendor's minimum order size shall be $600.00. This equates to approximately 22 cases of products.
The Vendor shall be open for operation between 8AM and 5PM, Monday through Friday and 8AM
to 5PM on Saturday.
Vendor's Customer Service Department shall be open from 7:30am to 5:00pm Sunday through Friday.
Customer Service is open from 8:00am tol2:00pm on Saturday. Vendor's Will Call location shall be
open from 7:30am to 4:30pm Monday through Friday and 8:00am to 2:00pm on Saturday's products
to be picked up.
Vendor shall provide delivery service at no additional charge at times as mutually agreed upon by the
parties.
Vendor shall provide each City location with a personalized user id and password to www.usfoods.com.
Here,each location may create their own shopping list, manage their lists, place orders for deliveries, and
view invoices. Each location must submit their orders online by 5:00pm cut off time for next day delivery.
Vendor will work with each location to determine the best weekly delivery date and 5 (five) hour window
delivery time.
Vendor shall publish nutritional information, product ingredients and pictures, including allergen and
Vendor Services Agreement—FKhibit A Page 9 of 14
marketing claims online.
All fmished products shall be delivered in a manner which will maintain proper temperatures as dictated
by the local health authority.
The City reserves the right to refuse at time of delivery all products deemed unacceptable or any product not
delivered within specified timeframe.
All payment terms shall be "Net 30 Days."Vendor shall invoice no more frequently than monthly for
services provided Invoices shall be submitted to the City department that ordered and received the items
provided
Vendor Services Agreement—FKhibit A Page 10 of 14
EXHIBIT B
INSURANCE REQUIREMENTS
1. The Vendor shall assume all risk and liability for accidents and damages that may occur to persons or
property during the prosecution of work under this Agreement. The Vendor shall file with the City of Fort
Worth Purchasing Division,prior to the commencement of services, a certificate of insurance documenting
the following required insurance
1.1 Failure to provide such information within five (5)calendar days of a request by the City may be
grounds for termination of the Agreement.
2. Policies shall have no exclusions by endorsements which nullify the required lines of coverage,nor decrease
the limits of said coverage unless such endorsements are approved by the City. In the event a contract has
been bid or executed and the exclusions are determined to be unacceptable or the City desires additional
insurance coverage,and the City desires the Vendor to obtain such coverage,the contract price shall be
adjusted by the cost of the premium for such additional coverage plus 10%.
3. Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease—Policy limit
$100,000 Disease—Each Employee
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits
outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and
minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee.
4. Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be
provided as follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following: premises/operations, independent Vendors,
products/completed operations,personal injury,and contractual liability. Insurance shall be provided on an
occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy.
5. Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on"Any Auto", defined as autos owned,hired and
non-owned.
6. The Vendor shall furnish the Purchasing Manager a certificate of insurance documenting the required
insurance prior to the commencement of Services.
Vendor Services Agreement—FKhibit B Page 11 of 14
7. At each renewal period, Vendor shall furnish the Purchasing Manager and the Contract Manager, with a
current certificate of insurance documenting the required insurance within ten(10)days after accepting the
renewal.
8. Policies shall be endorsed to provide the City of Fort Worth a thirty-(30)day notice of cancellation,
material change in coverage, or non-renewal of coverage.
9. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its
interests may appear (ATIMA).
10. ADDITIONAL INSURANCE REQUIREMENTS
10.1 The City, its officers, employees and servants shall be endorsed as an additional insured on
Vendor's insurance policies excepting employer's liability insurance coverage under
Vendor's workers' compensation insurance policy.
10.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be
received before Vendor can begin work. Failure to supply and maintain such insurance shall be a
breach of contract.Vendor shall provide complete copies of all insurance policies required by this
Agreement. Certificates of insurance must be supplied to:
Financial Management Services Department
Attention: Purchasing Division Bid No. 19-0000018
200 Texas Street
Fort Worth, Texas 76102
10.3 Any failure on part of the City to request required insurance documentation shall not constitute a
waiver of the insurance requirements specified herein. Each insurance policy shall be endorsed to
provide the City a minimum 30 days' notice of cancellation, non-renewal, and/or material change
in policy terms or coverage. Aten(10)day notice shallbe acceptable in the event of non-payment
of premium.
10.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best
rating of A.VII or equivalent measure of financial strength and solvency.
10.5 Deductible limits, or self-funded retention limits, on each policy must not exceed$10,000.00 per
occurrence unless otherwise approved by the City.
10.6 Other than worker's compensation insurance,in lieu of traditional insurance, City may consider
alternative coverage or risk treatment measures through insurance pools or risk retention groups.
The City must approve in writing any alternative coverage.
10.7 Workers' compensation insurance policy(s) covering employees of the Vendor shall be
endorsed with a waiver of subrogation providing rights of recovery in favor of the City.
10.8 City shall not be responsible for the direct payment of insurance premium costs for Vendor's
insurance.
10.9 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary
protection and any self-funded or commercial coverage maintained by City shall not be called upon
to contribute to loss recovery.
Vendor Services Agreement—FKhibit B Page 12 of 14
10.10 While the Agreement is in effect,Vendor shall report, in a timely manner,to the Purchasing
Division any known loss occurrence that could give rise to a liability claim or lawsuit or which
could result in a property loss.
10.11 Vendor's liability shall not be limited to the specified amounts of insurance required herein.
Vendor Services Agreement—Fxhibit B Page 13 of14
EIHHBIT C
VERIFICATION OF SIGNATURE AUTHORITY
US Foods, Inc.
1992 Forest Lane
Garland, TX 75042
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Vendor Services Agreement—E-diibit C Page 14 of14
trap*
US Foods,Inc.("US Foods")Addendum and Clarifications to City of Fort Worth ("City")VENDOR SERVICES
AGREEMENT
US Foods provides additional information to further explain or clarify the provisions referenced.We continue to be
committed to your goals and success. The terms"we," "us,"and "our" refer to US Foods and the terms"you"and
"your" refer to City.
1. With regards to the US Foods' insurance requirements, US Foods shall provide certificates evidencing that the
coverage and limits as outlined herein are in force and will remain in force, and should any of the described
policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy
provisions.
2. With regards to Warranty of Services, US Foods will endeavor to meet all mutually agreed upon service goals
and standards. If products are delivered that do not meet specifications, City can return them following our
credit policy, but we cannot agree to replacement at additional costs. US Foods will strive for an agreeable
resolution to any issues. US Foods offers the following: US Foods employ a proactive approach to seek
resolution,should any issues arise as it relates to our team,our program,and contract obligations. Our goal is
to service your account in a seamless manner. Although rarely used,Vizient is your advocate and the program
includes the following Service Damages.
1. Pricing Error Damages.
2. Damages for Non-Compliance with Product Substitution Provision.
3. Damages for Non-Compliance with Stocking Requirements.
4. Fill Rate Damages
In the event City meets with irresolvable issues with no applicable damage provision with respect to US
Foods' implementation or compliance with the Vizient program,you may request initiation of the General
Problem Resolution Process. This process consists of the following steps:
a. City will notify US Foods of the problem(s).
b. US Foods will develop appropriate steps to resolve the problem(s).
C. If the problem(s) continue to go unresolved, a task force will be formed and will recommend
additional alternatives to eliminate the problem(s).
d. If the problem(s) still cannot be resolved, the task force will suggest what disciplinary action, if
any, may be taken to address final resolution,including compensation to City.
US Foods further warrants that it possesses the expertise and all the necessary resources with respect to
warehousing, order taking, procurement, transportation, accounting/payment, logistical support,
personnel and facilities required to provide the level of service as agreed under this Agreement. Further,
US Foods covenants and warrants that the services and activities as set forth in this Agreement will be
performed by trained and qualified personnel, and in a professional and workmanlike manner. US Foods
will use commercially reasonable efforts to obtain representations and warranties from manufacturers
that the products conform to certain product specifications and comply with applicable law. By accepting
a purchase order as set forth herein, US Foods warrants and represents that it requires manufacturers
US Foods, Inc.
P. 1
from whom it purchases products to guarantee that all merchandise comprising each shipment or other
delivery made to,or on the order of US Foods will be:
(i) not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act,
the Food Additives Amendment, and all other revisions and amendments thereto (the "FDA
Act"), all regulations issued under the FDA Act and any other applicable federal, state, or local
laws, rules or regulations;and
(ii) not an article of food, drug, device, or cosmetic which may not, under the provisions of Sections
404 or 505 of the FDA Act, be introduced into interstate commerce;
THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION CONSTITUTE THE ONLY
REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY WITH RESPECT TO, OR ARISING IN CONNECTION
WITH,THIS AGREEMENT OR THE PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, EACH PARTY
DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES(WHETHER ARISING BY OPERATION OF LAW OR
OTHERWISE), INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE.
3. With regards to Indemnity,US Foods further states as follows:
US Foods shall indemnify, defend and hold harmless City and/or their officers, agents, employees,
representatives, subcontractors, assignees and/or designees from and against any and all allegations, claims,
lawsuits, judgments, losses, civil penalties, liabilities, damages, costs, and expenses, including reasonable
attorney's fees and court costs (each a "Claim"), arising out of or related to (A) any damage or defect to any
good caused by US Foods while such products were in the care, custody or control of US Foods; (B) any
negligent or grossly negligent action, inaction, omission or intentional misconduct of US Foods in its
performance of this Agreement; or (C) US Foods' breach of any representation, warranty, term, covenant, or
other obligation under this Agreement,including compliance with all laws.
Manufacturer Indemnification
US Foods requires manufacturers from whom it purchases products to enter into supply agreements that
include an indemnification provision substantially in the same form as the following:
[Manufacturer] shall indemnify, defend, save and hold harmless US Foods and its officers, directors,
employees, agents and/or any direct or indirect customers from and against any and all claims, demands,
suits, liabilities, damages, injuries, penalties, losses, settlements, judgments, costs and expenses (including
reasonable attorneys' fees, costs and expenses) incurred or otherwise arising out of or allegedly resulting
from: (i) a claim that the [Manufacturer] product specifications or [Manufacturer] intellectual property
infringes upon or misappropriates any intellectual property rights in connection with the products;(ii)death of
or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered,
resulting or claimed to result in whole or in part from any actual or alleged quality or other defect in the
products, whether latent or patent, or actual or alleged failure of the products to comply with any express or
implied warranties or any claim of negligence or strict liability in tort relating to the products; (iii)violation by
the products in their manufacture, possession, storage, use or sale, of any applicable federal, state or local
laws, regulations, ordinances or administrative orders or rules; (iv) defect in the packaging, labeling, packing,
shipping and/or invoicing of products;or(v) breach of[the supply agreement with US Foods]or any continuing
obligation or representation or warranty(a "Claim"or"Claims"), except to the extent any such Claims are the
direct result of negligent acts or the willful misconduct of US Foods.
US Foods, Inc.
p. 2
4/23/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTTII
REFERENCE**M&C 19- LOG 13P19-0000018 PERISHABLE AND
DATE: 12/10/2019 NO.: 0366 NAME: NON-PERISHABLE FOOD ITEMS CC
PARD
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. Authorize Execution of an Agreement with US Foods, Inc. in an Annual Amount of Up to
$400,000.00 for Perishable and Non-Perishable Food Items for All City Departments
and Authorize Four Annual Renewal Options (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with US Foods, Inc.
in an annual amount up to $400,000.00 for perishable and non-perishable food items for all City
Departments and authorize four annual renewal options.
DISCUSSION:
The Park& Recreation Department requested that the Purchasing Division issue a Request for
Proposals (RFP)for an agreement for perishable and non-perishable food items. The items being
sought include perishable food, such as fresh fruit and vegetables, and non-perishable food, such as
pancake mix and peanut butter. The items will be used for cooking classes at community centers,
special events, and pre-made food trays. The agreement will also be available for all departments to
purchase food for a variety of meetings, events and programs.
The Bid was advertised in the Fort Worth Star-Telegram on August 7, 2019, August 14, 2019, August
21, 2019 and August 28, 2019. A pre-bid conference was held on August 15, 2019. The City received
one response.
The evaluation committee evaluated the proposal and recommends awarding an one-year agreement
to US Foods, Inc., along with four one-year options to renew. No guarantee was made that a specific
amount of these items will be purchased.
An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
Upon City Council approval, the Contract shall begin on execution and end one year from that date.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations, funds are available in
the current operating budget, as appropriated, in the General Fund and Special Donations Fund.
Prior to an expenditure being incurred, the participating department has the responsibility to validate
the availability of funds.
BQN\\
TO
apps.cfwnet.org/council_packet/mc_review.asp?ID=27513&councildate=l2/10/2019 1/2
4/23/2020 M&C Review
T Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID Year I (Chartfield 2)
Fund Department Account Project Program Activity Budget Reference# Amount
FROM ID ID Year Chartfield 2
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Kevin Gunn (2015)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
Cristina Camarillo (8355)
ATTACHMENTS
apps.cfwnet.org/council_packet/mc_review.asp?ID=27513&councildate=12/10/2019 2/2