HomeMy WebLinkAboutContract 53817 A
11 CSC No.53817
RECEIVED In-N-Out Burger
APR 22 2020 IN•WOUT Cookout Agreement
CITY OF FORT WORTH BURGER CITY SECRETARY Event ID#: E40610
"
• . 13502 Hamburger Lane
Baldwin P a rk,CA 91706
(626) 813-8295
This Cookout Agreement(this"Agreement')is made and entered into as of4/20/2020(the"Effective Date"),by and
between In-N-Out Burger and City of Fort Worth—RD Evans Community Center(the"Customer"),located at 3242
Lackland Road,Fort Worth,Texas 76116.
Event Information:
Event ID: E40610
Event Date: Sat,8/7/2020
Client: City of Fort Worth RD Evans Community Center
Time: 12:00 pm-1:00 pm
Service Time: 1
Numberof Meals: 200
Order:
Number of Trucks:1
Description:200-Hamburgers,Cheeseburgers,Chips a nd Dri nks
Event Address: Site Contact Information:
RD Evans Community Center Paige Frantz
3242 Lackland Road Phone:(817)392-7400
FortWorth,TX 76116 Email:shelby.frantz@fortworthtexas.gov
Event Name:City of Fort Worth"Summer
Celebration",herein afterthe"Event'
Customer/BillingDetails: Key Dates:
City of Fort Worth Signed Contract Due: 5/1/2020
RD Evans Community Center
Paige Frantz
Billing Phone: (817)392-7400
Billing Address: 3242 Lackland
Fort Worth, 76116
1 have read the above Event Information,and agree tothe"Terms and Conditions"and anyattachment oraddendum
and agree to all provisions therein.
Apr 21,2020 'IF__r,
-- -------- Fernando Costa(Apr 21,2020)
I —
Date Signature
City of Fort Worth Fernando Costa
Company/Organization Printed Name
0 F F d C 0 A L RE004Ll h
CETY SECRETARY
pig 9.�t I
Page 1 of FT u ORTH'
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 Burge rTruck
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 and sufficient space for parking both the truck and our employees support vehicle to accompany the truck for the
duration of your event. In-N-Out Burger reserves the right to relocate the In-N-Out Burger Truck if it deems the parking area or
any portion thereof,to be unacceptable.If the desired parking area requires property parking permits,In-N-Out Burger is not
responsible for obtain ingthem.Cookout Trucks require 85 feet of parking space,with 14 feet overhead clea ran ceand a width of
at least 11 feet.In-N-Out Burger cannot park in any residential drive-ways.Please be aware that some areas maybe inaccessible
due to narrow or steep roads and low overhangingtrees.
Truck Information
• Length:65'-We will need about 85'for parking or 9-10 parkingspaces
• Width:10'-Safe width for access is 11'.Our entire set-up(EZ-up and table)will need 25'ofspace.
• Height:13'(Safe clearance height of 14'needed)
• Bottom rail clearance height:10"
• Reartractoraxle-front trailer axle spacing:25'
• Weight:50,000 Lbs
2. COSTS:
A) In-N-Out Burger agrees to provide you a cookout at no cha rge serving approximately 300 meals and a service time of 1
hours(s).
B) Please contact your cookout coordinator if additional meals need to be requested
C) All meals must be served duringthe requested service hours and while supplies last.
3. PROMOTIONAL MATERIALS:Theln-N-Out Burger name,logo,trademark and graphics("Na mes and Marks")may only be
used on printed materials relatingto Customer's 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)usingthe In-N-Out Burger's Namesand Marks must be approved by the In-N-0ut Burger Marketing
Department in advance of production of such materials.Please e-mail any design kluppi@innout.com forreview(typically 24-
hour turn-around and approvals).In-N-0ut Burger reserves all rights,title and interest in and to its Na mes and Marks;
Customer hereby acknowledges and agreesthat bythis Agreement In-N-Out Burger is not granting to Customer any license of
any kind to use In-N-Out Burger's Names and Marks.
4. FOOD HANDLING AND SERVICE:Customer expressly understa nds a nd agrees that only In-N-Out Burger associates shall cook
the burgers at the Event.In addition,Customer expressly agreesthatno personnel,other than In-N-Out Burger associates,shall
serve burgers to guests at the Event.
OFFUAL, RECURD F C
C1TY ►ECRR
ETARY Initial
FT. WORTH,TX
Page 2 of 4
S. CHANGES IN TERMS OF AGREEMENT:I n-N-Out Burger Cookout Trucks do not carry extra product.I n-N-Out Burger wi II
only come prepared to serve what is ordered on page(1)of this Agreement(see"Order")and must all be served within the
scheduled time.If Customer desires to change the time,location or menu of their Event as originally agreed to in this
Agreement,Customer must inform In-N-Out Burger of such a change no I ate rthan seven(7)days prior to the scheduled date of
the Event and is subject to availability.Please note that In-N-Out Burger maybe unable to make any change in the Event if this
advance notice is not provided.
6. INSURANCEAND INDEMNIFICATION REQUIREMENTS:Customer acknowledges and warrants that it has adequate
liability insurance in placefor the property where the Event is to be held.Upon In-N-Out Burger's request,Customer shall
provide In-N-Out Burger with a Certificate of I nsura nce,or a copy of the homeowners'insurance policy,indikatingthat
adequate liability insurance is in place for the property where the cookout is to be held.
a) Except to the extent any action or claim arises out of the gross negligence or intentional misconduct ofln-N-Out Burger or
any of its employees,owners,officers,directors and agents,Customer hereby agrees 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 Customer or Customer's guests,
invitees and representatives may have,and againstany and all otheractions orclaims,which in anyway relate to or arise
out of Customer's 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 Customer's Event.
c) Customer hereby acknowledges and agrees that In-N-Out Burger and its employees,owners,officers,directors and agents
shall not have any liability to Customer for any claims,liabilities or expenses arising out of orrelatingtothe Event in excess
of the fees actually paid by Customer to In-N-Out Burger pursuant to this Agreement,except to the extent a ny such claim,
liability or defense has been finallyjudicially determined to have resulted primarily from the gross negligence or intentional
misconduct ofln-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 liableto Customer for any punitive,special,exemplary,incidental,consequential or otherindirect 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 Customer 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 anyperson related to the event does
not conduct themselves)in a manner consistent with applicable law and the policies,practices or image ofln-N-Out Burger.In
particular,In-N-Out Burger is committed to providing and supporting drug-free environment for its customers and Associates.
In-N-Out Burger may,on its own discretion,unilaterally rescind this Agreement and/or deny service to Customer should
Customer's Event in anyway involve or support illegal or legal drug use,including marijuana
9. GOVERNING LAW AND VENUE:The laws of the State of California shall govern this Agreement.If dispute arises in
connection with or relating to this Agreement,it shall be subject to the exclusivejurisdiction and venue of the state and federal
courts located in Orange County,California,and the parties consent to the personal and exclusivejurisdiction and venue of
these courts.
Initia I
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10. FORCE MAJEURE:The parties to this Agree mentwiII 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 underthisAgreement 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 party to reasonably anticipate possible transportation delays),earthquake,public
disaster,strike,labor disputeorunrest,accident,breakdown ofeIectrical or other equipment,riot,war,insurrection,civil
unrest,Act of God,any act of any Iega I or govern menta I authority(a I I 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 offorce majeure,In-
N-Out Burger shall remit the full portion of the deposit,less any out-of-pocket costsincurred by In-N-Out Burger in connection
with the cancelled or curtailed event.
11. MISCELLANEOUS:This Agree me nt constitutes thee ntire agreement between the parties and supersedes any and a I I prior
offers,negotiations and agreements.Only a written agreement executed by the parties shall mod ifyoramend 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 anyway the meaning or interpretation of this Agreement.
12. PRODUCT PRICES:Prices,terms and conditions quoted are subject to change;should this occur,Customer wiII be notified
no less than 60 days prior to the cookout date.
Individual Items: Cost Meals Including Chip&Drink: Cost
Hamburgers $4.80+tax Hamburger Meal $8.40+tax
Cheeseburgers $5.30+tax Cheeseburger Meal $8.90+tax
Double-Doubles® $6.90+tax Double-Double®Meal $10.50+tax
Grilled Cheese $4.70+tax Grilled Cheese Meal $8.30+tax
20 oz. Fountain Drinks $2.35+tax
Chips $1.25+tax
13. FUNDRAISING POLICY:If Customer chooses to sell tickets asa fundraiserfor an organization,In-N-Out Burger maintains a
strict policy on maximum fund raiser pricesthatmay be charged for our products. The maximum markup on each item is25%on
top of the cost,before sales tax. If at anytime these price maximums are exceeded,Customer's cookout eventwi I I be
terminated.
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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 Fort Worth ("City"), collectively the "parties", for a cookout event on
August 7, 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 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.
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 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 deemed acceptable to City.
3. Attorney's 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 law 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 maintains 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.
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 I-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 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 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 awritten verification fromthe companythis it: (1)does not boycott Israel;and(2)will notboycott
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.
Apr21,2020
Executed this the day of , 2020.
(signatures follow)
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
Responsible for the monitoring and
administration of this contract,including ensuring
all reporting requirements.
Fernando Costa(Apr 21,2020)
Name: Fernando Costa
Title:Assistant City Manager
Apr 217 2020 'V
Date: BY: Travis Hawvermale(Apr 21,2020)
Name: Travis Hawvermale
Title: Community Center Supervisor
Park& Recreation Department
Approval Recommended:
vavui G�eeic
By: David Creek(Apr 21,2020) Approved as to Form and Legality:
'"'JJ Name:David Creek
Title: Acting Director
Park& Recreation Departme .-=s. N�Gf MUYVA,y
�!R� �.., Ely: Matt Murray(Apr 21,2020)
Attest: `. � M!#iE
(//`�+ }'; Name: Matt Murray
Title: Assistant City Attorney
By: 4.
Name:Mary Kayser
Title: City Secretary
°
IN-N-OUT BURGER:
5'W�r. rr�ut.Cvwzri�t
By Sylvia Cowart(Apr 21,2020)
Name:Yanira Cowart
Title: Cookout Coordinator
Date: Apr 21, 2020
Approved:
cCvt�IPOIvt vc:1(e',IA W1,^11
G'
Sandra Youngblood(Apr 0,2020)
Sandra Youngblood, Assistant Director
Park& Recreation Department
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