HomeMy WebLinkAboutContract 57257 CSC No. 57257
In-N-Out Burger
IN'N'OUT Cookout Agreement
0 BURGER Event ID#: E52480
Cookout 13502 Hamburger Lane
Baldwin Park,CA 91706
0 0 (626)813-8295
This Cookout Agreement(this"Agreement")is made and entered into as of 12/13/2021 (the"Effective Date"),
by and between In-N-Out Burger and City of Fort Worth (the "Customer"), located at 4200 S. Freeway,Suite
2200 Fort Worth,Texas 76112.
Event Information:
Event ID#: E52480
Event Date:Sat, 4/2/2022
Client: City of Fort Worth
Serve Time: 11:30 am - 12:30 pm
Duration: 1 Hours
Planned#of Meals: 200
Order:
Number of Trucks: 1
Description:200- Hamburgers, Cheeseburgers, Chips and Drinks
Event Address: Site Contact Information:
Handley Meadowbrook Community Center Robbie Samuel
6201 Beaty Street Phone: (817) 392-2830
Fort Worth,TX 76112 Mobile:(214) 830-2830 ( ) -
Event Name: City of Fort Worth "Annual Email: robbie.samuel@fortworthtexas.gov
Easter Egg Hunt", herein after the "Event"
Customer/Billing Details: Key Dates:
City of Fort Worth Signed Contract Due: 3/15/2022
Robbie Samuel
(817) 392-2830 Mobile: (214) 830-2830( ) -
4200 S. Freeway, Suite 2200, Fort Worth,
Texas 76112
1 have read the above Event Information, and agree to the"Terms and Conditions" and any attachment
or addendum and agree to all provisions therein.
M a r 16,2022 Vie Wa�kirycAtrr
Valerie Washington(Mar 16,2 214:29 CDT)
Date Signature
CITY OF FORT WORTH Valerie Washington
Company/Organization Printed Name
Page 1 of 4
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 and sufficient space for parking both the truck and our employee 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 obtaining them.Cookout Trucks require 85 feet of
parking space,with 14 feet overhead clearance and a width of at least 11 feet.In-N-Out Burger cannot park in any
residential drive-ways.Please be aware that some areas may be inaccessible due to narrow or steep roads and low
overhanging trees.
Truck Information
• Length:65'-We will need about 85'for parking or 9-10 parking spaces
• Width:10'-Safe width for access is 11'.Our entire set-up(EZ-up and table)will need 25'of space.
• Height:13'(Safe clearance height of 14'needed)
• Bottom rail clearance height:10"
• Rear tractor axle-front trailer axle spacing:25'
• Weight:50,000 Lbs
2. COSTS:
A. In-N-Out Burger agrees to provide you a cookout at no charge serving approximately 200 meals and a service
time of 1 hour(s).
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("Names and Marks")may only
be used on printed materials relating to 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)using the In-N-Out Burger's Names and Marks must be approved by the
In-N-Out Burger Marketing Department in advance of production of such materials.Please e-mail any design to
kluppi@innout.com for review(typically 24-hour turn-around and approvals).In-N-Out Burger reserves all rights,title
and interest in and to its Names and Marks;Customer hereby acknowledges and agrees that by this 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 understands and agrees that only In-N-Out Burger associates shall
cook the burgers at the Event.In addition,Customer expressly agrees that no personnel,other than In-N-Out Burger
associates,shall serve burgers to guests at the Event.
5. CHANGES IN TERMS OF AGREEMENT:In-N-Out Burger Cookout Trucks do not carry extra product.In-N-Out Burger will
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 later than seven(7)days prior to the
scheduled date of the Event and is subject to availability.Please note that In-N-Out Burger may be unable to make any
change in the Event if this advance notice is not provided.
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6. INSURANCE AND INDEMNIFICATION REQUIREMENTS: Customer acknowledges and warrants that it has adequate
liability insurance in place for 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 Insurance,or a copy of the homeowners'insurance policy,indicating
that 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 of In-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 against any and all other actions or claims,which in any way 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 or relating to the Event in excess of the fees actually paid by Customer to In-N-Out Burger pursuant to this
Agreement,except to the extent any such claim,liability or defense has been finally judicially determined to
have resulted primarily from the gross negligence or intentional misconduct of In-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 liable to Customer 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 Customer to In-N-Out Burger underthis 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 Customer,even after the Event has commenced,if Customer's 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.In particular,In-N-Out Burger is committed to providing and supporting a 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 any way 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 a dispute arises in
connection with or relating to this Agreement,it shall be subject to the exclusive jurisdiction and venue of the state and
federal courts located in Orange County,California,and the parties consent to the personal and exclusive jurisdiction
and venue of these courts.
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 underthis 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.
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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.
12. PRODUCT PRICES:The total cost of Customer's cookout Event will be determined by the amount of food used,at the
current prices below and other charges described on page one or the"Minimum Charge"of$1,500.00,whichever is
higher.Prices,terms and conditions quoted are subject to change;should this occur,Customer will 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 as a fundraiser for an organization,In-N-Out Burger maintains
a strict policy on maximum fund raiser prices that may be charged for our products.The maximum markup on each item
is 25%on top of the cost,before sales tax.If at any time these price maximums are exceeded,Customer's cookout
event will terminated.
V —
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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 April 2, 2022.
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:
I. Term. The Agreement shall become effective upon the signing of the Agreement
(the"Effective Date")and shall expire on April 3,2022 (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.
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
Addendum to In-N-Out Burger Cookout Agreement(April 2,2022 Event) Page 1 of 5
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder, Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller
or any third party harmless from damages of any kind or character, City agrees only to indemnify
Seller to the extent allowed by law.
7. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable,City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
8. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
Addendum to to-N-Out Burger Cookout Agreement(April 2,2022 Event) Page 2 of 5
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 the right to immediately terminate this Agreement for violations of this provision by Seller.
11. No Boycott of Israel. If Seller has fewer than 10 employees or the Agreement is
for less than$100,000,this section 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 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.
13. Electronic Signatures. This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature, or signatures electronically inserted via software such as Adobe Sign.
14. The City is a governmental entity under the laws of the state of Texas and pursuant
to Chapter 2259 of the Texas Government Code,entitled"Self-Insurance by Governmental Units,"
is self-insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any
Addendum to to-N-Out Burger Cookout Agreement(April 2,2022 Event) Page 3 of 5
such requirement shall be null and void and is hereby deleted from the Agreement and shall have
no force or effect. City will provide a letter of self-insured status if requested by Vendor.
(signature page follows)
Addendum to In-N-Out Burger Cookout Agreement(April 2,2022 Event) Page 4 of 5
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
V44- tG-L t� this contract, including ensuring all performance
By:Valerie Washington(Mar16,2 214:29 CDT) and reporting requirements.
Valerie Washington
Assistant City Manager 1646 ,� SaA�
M a r 16 2022 By:
Date: � Robbie Samuel
Community Center Supervisor
Approval Recommended: Park&Recreation Department
1&kygl zayal ' Approved as to Form and Legality:
By:Richard Zavala(Mar 16,202214:22 CDT)
Richard Zavala
Director By:Nico AriaS(Mar.15,202215:26 CDT)
Park&Recreation Department Nico Arias
Assistant City Attorney
By:
Kelli Pickard M&C: N/A
Assistant Director Form 1295:N/A
Park& Recreation Department
Attest: p�F°�OR�00
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By Jannette°S aIl(Mar GOOdall 207 CDT) �� 00 A
°°Oo000°°°° IC
City Secretary a�a�rE�pS�oA
IN-N-OUT BURGER:
By:syly' Yanira cowartQor 16,202209:49 CDT)
Yanira Cowart
Texas Cookout Coordinator
Date: M a r 16, 2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum to In-N-Out Burger Cookout Agreement(April 2,2022 Event) Page 5 of 5