HomeMy WebLinkAboutContract 53814-R1A1 53814-RlAl
City Secretary Contract No.
FORTWORTH.
FIRST RENEWAL AND FIRST AMENDMENT TO (CSC NO. 53814)
VENDOR SERVICES AGREEMENT
This FIRST RENEWAL AND FIRST AMENDMENT (First Renewal and First Amendment)
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 First Renewal and First Amendment to Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Insurance Requirements;
4. Exhibit C—Verification of Signature Authority Form.
5. Addendum
WHEREAS,on April 20,2020 the City entered into Agreement CSC No. 53814 to allow Vendor
to provide the City with perishable and non-perishable food items on an as-needed basis for various City
function, including both big and small events and cooking classes offered at City of Fort Worth owned
and operated facilities.
WHEREAS,the Agreement provides that the term may be renewed for four(4)additional one-
year periods;
WHEREAS,the parties wish to continue their relationship by exercising its first renewal option;
WHEREAS,the parties desire to amend the agreement to revise the sections related to vendor
services,location(s),and fees.
WHEREAS,the parties wish to renew the Agreement to expire September 30,2021;and
NOW,THEREFORE,in consideration of the mutual covenants and agreements contained herein,
the City and the Vendor do mutually covenant and agree to renew, amend, and extend Agreement as
follows:
I.RENEWAL
The City and Vendor hereby agree to renew and extend the Agreement for a one-year period,
effective beginning October 1,2020 and expiring September 30,2021 (Term). This shall be the first of
four(4)one-year renewal periods. OFFICIAL RECORD
CITY SECRETARY
First Renewal&First Amendment(CSC No.53814)Vendor Services Agreement FT. WORTH, TX
Page 1 of 8
City Secretary Contract No.
II. SCOPE OF SERVICES AMENDMENT
Exhibit A of the Agreement, which details the Services provided and the location(s), and
Schedule is hereby replaced with the attached exhibit to this First Renewal and First Amendment as
Exhibit A. The attached Exhibit A is hereby incorporated into the Agreement for all purposes and
supersedes any prior Exhibit A. All references to Exhibit A in the Agreement shall refer to the attached
Exhibit A.
(signature page follows)
First Renewal&First Amendment(CSC No.53814)Vendor Services Agreement
Page 2 of 8
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
"L1111 By signing I acknowledge that I am the person
By: Valerie Washington(Nov 4,202010:18 CST) responsible for the monitoring and administration
Name: Valerie Washington of this contract,including ensuring all
Title: Assistant City Manager performance and reporting requirements.
Date: Nov 4,2020
APPROVAL RECOMMENDED: By: Sheri Endsley Nov 4,2020 8:01 CSTy
zai, Name: Sheri Endsley
By. Richard Zavala{Nov 4,2D20 08:57 CST) Title: District Superintendent
Name: Richard Zavala
Title: Director APPROVED AS TO FORM AND LEGALITY:
B Sandra Youn o [Oct 23,20201311 CDT)
y. CC
Name: Sandra Youngblood By:
Title: Assistant Director Name: Taylor Paris
a44�aan�� Title: Assistant City Attorney
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By: Form 1295 Certificate No.2019-549147
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Name: Mary Kayser
Title: City Secretary
VENDOR:
US Foods,Inc.
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By:
mike Wal (Nov 4,2020 07:52 CST)
Mike Walls
Vice President National Sales
Date: Nov 4, 2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Renewal&First Amendment(CSC No.53814)Vendor Services Agreement
Page 3 of 8
City Secretary Contract No.
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
North Tri-Ethnic 2950 Roosevelt Ave 76106 Arturo Mercado 817 392-6694
IBRARY LIBRARY ADDRESS
Central Library: (Admin) 500 W. 3rd St. (76102) Terri Buehler (817)392-7704
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 5 PM, Monday through Friday and 8AM
to 5PM on Saturday.
Vendor's Customer Service Department shall be open from 7:30am to 5:OOpm Sunday through Friday.
Customer Service is open from8:00am to12:00pm on Saturday. Vendor's Will Call location shall be
open from 7:30am to 4:30pm Monday through Friday and 8:00am to 2:OOpm 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:OOpm 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
deliverytime.
Vendor shall publish nutritional information, product ingredients and pictures, including allergen and
marketing claims online.
All finished 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.
First Renewal&First Amendment(CSC 53814)Vendor Services Agreement Page 4 of 8
City Secretary Contract No.
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.
First Renewal&First Amendment(CSC 53814)Vendor Services Agreement Page 5 of 8
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. A ten(10)day notice shall be 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.
First Renewal&First Amendment(CSC No.53814)Vendor Services Agreement Page 6 of 8
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.
First Renewal&First Amendment(CSC No.53814)Vendor Services Agreement
Page 7 of 8
EXHIBIT 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:
First Renewal&First Amendment(CSC No.53814)Vendor Services Agreement
Page 8 of 8
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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
12/14/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORTII
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.
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apps.cfwnet.org/council_packet/mc_review.asp?I D=27513&councildate=l 2/10/2019 1/2
12/14/2020 M&C Review
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epartment 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