HomeMy WebLinkAboutContract 60754CSC No,, 60754
PARTNER AGREEMENT BETWEEN
NORTH TEXAS HEALTHY COMMUNITIES AND
THE CITY OF FORT WORTH
This PARTNER AGREEMENT ("Agreement") indicates an agreement by the CITY OF
FORT WORTH ("Site"), a Texas home rule municipal corporation to assist NORTH
TEXAS HEALTHY COMMUNITIES ("NTHC"), Texas nonprofit corporation, in the
implementation of Good for You Pantry Program ("Program" or "GFYPP").
Objective: GFYPP was created by NTHC to increase access to healthy food and encourage
families to try a wide variety of produce. The objective is to serve families with fresh produce
and healthy items as well as nutrition education resources and workshops.
NTHC:
Site:
North Texas Healthy Communities (NTHC)
5450 Clearfork Main Street, Suite 210
Fort Worth, TX 76109
817-433-7465
City of Fort Worth
Eugene McCray Community Center
Attn: Eric Lopez, District Superintendent
4932 Wilbarger St.
Fort Worth, TX 76119
Term: The term of this Agreement is for One (1) year(s), beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"). At the end
of the Term, the Agreement shall automatically renew for additional one (1) year terms unless
terminated earlier in accordance with this Agreement. This Agreement may be terminated by
either Parry without cause by giving sixty (60) days written notice to the other Party of its
intention to withdraw from the Agreement.
SITE agrees to:
• Ensure that the GFYPP is run with integrity as it was intended by NTHC by
supporting all families within the service area, by presenting families with a
dignified recipient- choice pantry experience and offering nutrition education
workshops and resources at least once each quarter.
• Have current GFYPP signage displayed in all physical locations of the pantry and
in any media or social media posts.
• Pantries participating in GFYPP should take pride in their operation,
appearance, and branding. If necessary, NTHC may recommend operational
improvements for the sites which can include adding signage, improving the
OFFICIAL RECORD
Partner Agreement between City of Fort Worth and NTHC CITY SECRETARY Page 1 of 5
FT. WORTH, TX
visibility of fresh produce, suggesting new operational hours for the pantry to
improve distribution of pantry items. Pantries are expected to make progress
towards NTHC's recommendations. Failure to make progress could result in
future termination of the pantry.
Ensure the pantry has at least 50% of its inventory dedicated to fresh fruits and
vegetables available to families at all times.
• Provide monthly reports to NTHC which should include:
o Number of families served
o Number of pounds of produce served each pantry date and how the food is
distributed (i.e. to families/residents or using a shared table or transferred
to another pantry)
o How many nutrition lessons/hours of nutrition lessons have been offered to
families (i.e. cooking demos, taste clubs, or other resources and tools for
families)
o Number of families participating in lessons
Have a procedure in place to prevent food waste: i.e. shared table, extending hours of
operation for parents. All leftover food should be distributed to other local pantries
and/or organizations which can distribute it to persons in need of food, within a timely
manner. Food that is near its shelf -life should be disposed of by either immediate
donation, compost or another method with landfill and disposal as last resort.
Abide by the following operation requirements:
o Keep appropriate records which accurately reflect the amount of donated
product received and distributed or used. All food donation or food
delivery slips, written records, and number of recipients served must be
kept on file for three (3) years. All such records must be made available
upon request to a NTHC representative.
o Submit program recipient documentation reports as requested by NTHC.
Program recipient documentation reports include in -take cards and sign -in
sheets for each pantry date.
o Establish regular hours for food distribution. To further assist the working
families and accommodate their schedules, the site must be open at least twice
a month at different times and/or days of the week outside of the regular pantry
hours.
Abide by the following food safety requirements in addition to any local, state and
federal regulations required to operate the site:
o Must have a system for securing donated product received and have
adequate refrigeration/freezer space and dry storage to ensure the safety and
wholesomeness of donated product until used or distributed. Measures
taken to secure donated product and maintain its integrity must include, but
are not limited to:
■ Keeping donated product distinct from that of other programs, staff
and/or personal use.
■ Restricting access to storage areas with lockup capability.
■ Storing food off the ground, in a cool, dry area protected from
danger of freezing.
■ Storing grains, cereals, etc. in such a way as to protect against
Partner Agreement between City of Fort Worth and NTHC Page 2 of 5
infestation.
■ Keeping thermometers in every freezer/cooler
o Agree to the safe and proper handling of donated product, which conforms
to all local, state and federal regulations.
• Be responsible for ensuring Program staff and volunteers are trained properly in
hygiene, safe handling of food, and dealing with the public in a professional
manner.
• Ensure the equitable distribution of food while maintaining the civil rights and
dignity of recipients. No attendee will be discriminated against because of race,
color, citizenship, religion, sex, national origin, ancestry, age, marital status,
disability, sexual orientation including gender identity, unfavorable discharge
from the military or status as a protected veteran.
• Ensure all food donation recipient applications and written records are confidential,
keeping all intake cards and sign -in sheets on -site in a locked and secure area or
password protected on a computer.
• Distribution sites shall be open publicly to all eligible recipients within their
service area; eligible staff, volunteers, congregational members, or any other
subgroup of recipients are eligible to receive food but shall not be given priority
or exclusive rights over the distribution of donated product.
• Recipients may not be required to attend a religious or political meeting or to make
a statement of faith, non -faith or pledge membership, or to attend any religious or
political meeting before, during, after, or in exchange for donated product.
• Abide by the Texas Health Brand Use guidelines attached and incorporated hereto
as Exhibit A.
Reporting Requirements:
Site understands that it will complete the following reporting requirements: Site will be
required to report regularly to NTHC. These reports will include the data for evaluation,
success stories, barriers.
Monthly Reports will be required. Reports are due the 1 Oth of each month.
In addition to the reports, Site agrees to survey program participants, staff and volunteers
at a pre -determined cadence by NTHC or as needed. NTHC will provide surveys, but the
site will be responsible for administration. Additional information may be requested by
NTHC.
NTHC agrees to:
• Arrange for fresh produce to be supplied to Site.
• Provide appropriate signage with branding for the pantry.
• Furnish the pantry with adequate equipment such as refrigeration and shelving to
support the healthy pantry model.
• Support Site through nutrition education or connect Site with other community
organizations that can offer those resources.
Partner Agreement between City of Fort Worth and NTHC Page 3 of 5
• Provide on -going support to operate the pantry as needed by the partner such as
ordering food, helping navigate partner food bank orders, troubleshooting pantry
site operations.
MISCELLANEOUS: This constitutes the entire Agreement between the Parties. All
prior negotiations between the Parties merged into this Agreement and there are no
understandings or agreements other than those incorporated and referred herein. This
Agreement may not be modified except by an instrument in writing signed by the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of
the Effective Date.
NORTH TEXAS HEALTHY COMMUNITIES
By: Matt Dufrene (De . 2023 14:36 CST)
Matt Dufrene
Vice President
North Texas Healthy Communities &
Blue Zones Project Fort Worth
SITE
By: op�
Jesica McEachern
Assistant City Manager
City of Fort Worth
Date: Dec 19, 2023
Date: Jan 12, 2024
Partner Agreement between City of Fort Worth and NTHC Page 4 of 5
EXHIBIT A
Texas Health Brand Use Agreement
This brand use agreement requires the community -based organization to comply with
all terms, conditions, guidelines, and restrictions outlined in this agreement and
includes any modifications that Texas Health may, from time to time, make to them.
Brand use refers to use of the Texas Health name, mark, logo, graphic identity,
tagline(s), images and positioning statements.
Brand Use Guidelines
Key items included within the scope of the Texas Health brand use include, but are not
limited to:
• Site will send all advertising, collateral, advertorials, digital marketing and
signage in advance for approval to a Texas Health Brand Management
designee, allowing five working days for review and provide final digital
copies for our records.
• Site will adhere to all brand standards, inclusive of graphic, advertising, digital,
photography and signage standards.
• Site will follow internal and external signage standards to present a consistent
image across all markets.
• Site will direct any logo creation requests to Brand Experience for assistance
and logos using the Texas Health mark are not be created by any other source.
Logos are developed by Texas Health Brand Management department and
housed in a master database that the joint venture partner can access.
• Texas Health prohibits ability for Site to co -brand or use brand/mark to endorse
or promote third party products and seIvices without approval.
• Site will notify Brand Experience of any issue of a critical nature that might
generate adverse publicity and coordinate with a designee on the approach to
managing the issue.
• Texas Health may, at any time, in its sole discretion and without liability,
withdraw its approval of any proposed or actual use of the Texas Health brand.
ADDENDUM TO PARTNER AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND NORTH TEXAS HEALTHY COMMUNITIES
This Addendum to Partner Agreement ("Addendum") is entered into by and between North
Texas Healthy Communities ("NTHC") and the City of Fort Worth ("Site"), for the
implementation of Good for You Pantry Program. Site and NTHC are herein referred to
individually as a ("Party") and collectively as the ("Parties").
The Contract documents shall include the following:
1. The Partner Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Partner 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. Location, Program, and Schedule.
a. This Agreement and any programs ("Program") provided herein shall apply to
all community centers operated by the City of Fort Worth. Any reference to specific
community centers ("Center") within this contract shall be deemed inclusive of all
community centers under the jurisdiction of the City. At the City's sole discretion, NTHC
may provide services per the terms and conditions of this Agreement at any City -operated
community center, as administratively approved by the PARD and/or NSD Director or
his/her designee, without the need for additional amendments to specify the participating
centers.
b. The Parties acknowledge that, with the inclusion of the umbrella language
as described above, no additional amendments or modifications to the contract shall be
necessary to specify participating community centers.
C. If NTHC desires to modify the Agreement, then the Parties will need to
address any such modifications through an amendment to this Agreement.
2. Term.
a. Unless terminated earlier pursuant to the terms herein, the term of this
Agreement shall begin on the date that the Agreement is executed by the Assistant City
Manager ("Effective Date") for a primary term of one-year ("Primary Term").
b. The Site and NTHC may agree, in writing, to renew this Agreement for one
(1) additional one-year period ("Renewal Term"). The effective date for the renewal term
Addendum to Partner Agreement between City of Fort Worth and NTHC Page 1 of 5
will begin on the date that the Agreement is executed by the Assistant City Manager
("Effective Date").
3. Termination.
a. Convenience. Either Site or NTHC 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 Parry must give written notice to the breaching parry that describes the breach
in reasonable detail. The breaching parry 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 Site in any fiscal period for any payments due hereunder, Site will notify
NTHC 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 Site 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, Site shall pay NTHC for services actually rendered
up to the effective date of termination and NTHC shall continue to provide Site with
services requested by Site and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, NTHC shall provide
Site with copies of all completed or partially completed documents prepared under the
Agreement. In the event NTHC has received access to Site information or data as a
requirement to perform services hereunder, NTHC shall return all Site provided data to
Site in a machine readable format or other format deemed acceptable to Site.
4. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires Site to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, Site objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. 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, Site
Addendum to Partner Agreement between City of Fort Worth and NTHC Page 2 of 5
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
6. Sovereign Immunity. Nothing herein constitutes a waiver of Site's sovereign
immunity. To the extent the Agreement requires Site to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
7. Indemnity. To the extent the Agreement requires Site to indemnify or hold NTHC
or any third party harmless from damages of any kind or character, Site agrees only to indemnify
NTHC to the extent allowed by law.
8. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of Site hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, Site shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
9. Confidential Information. Site is a government entity under the laws of the State
of Texas and all documents held or maintained by Site are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that Site maintain records in
violation of the Act, Site 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, Site shall promptly notify NTHC. It will be the responsibility
of NTHC to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by Site, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
10. 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 Site, the terms in this Addendum shall control.
11. Immigration Nationality Act. NTHC 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 Site, NTHC shall provide Site
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. NTHC 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 NTHC
employee who is not legally eligible to perform such services. NTHC SHALL INDEMNIFY SITE
AND HOLD SITE HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE
TO VIOLATIONS OF THIS PARAGRAPH BY NTHC, NTHC'S EMPLOYEES,
SUBCONTRACTORS, NTHCS, OR LICENSEES. Site, upon written notice to NTHC, shall have
the right to immediately terminate this Agreement for violations of this provision by NTHC.
12. No Boycott of Israel. If NTHC has fewer than 10 employees or this Agreement is
for less than $100,000, this section does not apply. NTHC acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the Site is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
Addendum to Partner Agreement between City of Fort Worth and NTHC Page 3 of 5
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" has the meanings ascribed to those terms in
Section 2271 of the Texas Government Code. By signing this Agreement, NTHC certifies that
NTHC's signature provides written verification to the Site that NTHC: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the Agreement.
13. Ri2ht to Audit. With the exception of goods and services that are donated by
NTHC, or for which Site has not paid any funds, NTHC agrees that Site 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 NTHC involving transactions
relating to the Agreement. NTHC agrees that Site shall have access during normal working hours
to all necessary NTHC facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this section. Site shall give NTHC
reasonable advance notice of intended audits.
14. 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.
15. The Site 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 Site to purchase insurance, Site objects to any such provision, the parties agree that any
such requirement shall be null and void and is hereby deleted from the Agreement and shall have
no force or effect. Site will provide a letter of self -insured status if requested by NTHC.
(signature page follows)
Addendum to Partner Agreement between City of Fort Worth and NTHC Page 4 of 5
IN WITNESS WHEREOF, the Parties have executed this Partner Agreement and
Addendum in multiples in Tarrant County, Fort Worth, Texas to be effective on the date set
forth in Section 1.
Site:
By. op**
Name: Jesica McEachern
Title: Assistant City Manager
Date: J a n 12, 2024
NTHC:
By: Matt Dufrene (DeM, 2023 14:36 CST)
Name: Matt Dufrene
Title: Vice President
Date: Dec 19, 2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
By: Ap?fal-Iadministration of this contract, including
Name: Dave Lewis ensuring all performance and reporting
Title: Deputy Director requirements.
Park & Recreation Department
By: Q
Name: Kelli Pickard
Title: Assistant Director
Park & Recreation Department
Approved as to Form and Legality:
By: NicukiasADL 313:25C5TS
Name: Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
By:
Name: Eric Lopez
Title: District Superintendent
Park & Recreation Department
City Secretary:
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By:
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Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum to Partner Agreement between City of Fort Worth and NTHC Page 5 of 5