HomeMy WebLinkAboutContract 61288City Secretat•y Contract No. � � ��
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGRE�MENT ("Agreement") is inade and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule mwiicipal corporation, and Fooda,
Inc ("Vendor"), each individually referred to as a"party" and collectively referc�ed to as the "parties."
1. Scope of Services. Vendor will provide food and beverage management services for New
City Hall ("Services"), as set fortl� in more detail in Exhibit "A," attached hereto and incoiporated herein
for all purposes.
2. Term. This Agreement begins on April 22, 2024 (`Bffective Date") and expires on
March 31S`, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to five (5) two-year renewal option(s) (each a"Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including "Exhibit B, Price Schedule" which is attached hereto and incorporated herein for all purposes.
Total annual compensation under this Agreement will uot exceed ninety-�ve thousand, four hundred
and fifty-nine Dollars ($95,459.00). Vendor will not per•form any additional seivices 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 will not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. Termination.
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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' wi•itten notice of termination.
4.2 Non-a�ropriation of Funds. In the event no fimds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
: of such occiurence and this Agreement will terminate on the last day of the fiscal period for which
:' appropriations were received without penalry or expense to City of any lcind whatsoever, except as
;;to the poi�tions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. I�i the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for seivices actually rendered up to
the effective date of termination and Vendor will continue to provide City with seivices requested
by City and in accordance with this Agreement up to the effective date of tennination. Upon
termination of this Agc•eement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Infoi7nation or data as a requirement to perform services hereunder,
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Vendor will reh�rn all City provided data to City in a uiachine readable format or other for•u�at
deemed acceptable to City.
5. Disclosure of Conflicts and Con�dential Information.
5.1 Disclosui•e of Conflicts. Vendor hereby warrants to Ciry that Vendor has made fiill
disclosure in writing of any existing or potential conflicts of interest related to Vendor's secvices
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agcees immediately to malce fiill disclosure to City in writing.
5.2 Confidential Infoi•mation. Vendor, for itself and its officers, agents and employees,
ageees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the priot� written approval of
City.
5.3 Public Information Act. City is a government entiry under the laws of the State of
Texas and all documents held or maintained by City ar•e subject to disclostu�e under the Texas Public
Infot•mation Act. In t11e event there is a request for information mai•lced Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are suf�cient will not be decided by City,
Uut by the Office of the Attorney General of the State of Texas or by a cotu•t of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Info1•mation in a secure
manner and will not allow unauthorized users to access, modify, delete oi• otherwise coi-�-upt City
Information in any way. Vendor must notify City immediately if the securiry or integrity of any
City Infoiination has been compromised or is believed to have been coulpromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information froir� further ttnauthorized disclosure.
6. Right to Audit. Vendor a�nees that City will, until the expiration of three (3) years after
final payment under this Agreement, 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 AgY•eement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in oi•der to conduct audits in compliance with the provisions of this section. City will give Vendor
eeasonable advance notice of intended audits.
7. Independent Conh•actor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and worlc 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 will have the exclusive right to control the details of its operations
and activities and be solely i�esponsible for the acts and omissions of its officers, agents, servants,
employees, Vendor•s, and subconh•actors. Vendor acknowledges tliat the doctrine of res�oncleat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
einployees, servants, contr�actors, and subcontractoi•s. Vendor fi�rther agrees that nothing herein will be
construed as the ci•eation of a partnership or joint enterprise between City and Vendor. It is fiu•ther
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
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officers, agents, servants, employees, contractor•s, or subcontractors. Neithec• Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits fi•om Ciry. Vendor will be responsible and liable for auy and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liabilitv and Indemni�cation.
8.1 LIABILITY - VENDOR WILL BE LIAELE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING 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 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY C'OVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FROMANDAGAINSTANYANDALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANYAND 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost aud expense, any claim or action against City for
infringement of any patent, copyright, trade marlc, trade secret, or similar property right
arisiug 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 will not apply if
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 will 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 will 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 will 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 will fully participate and cooperate
with City in defense of such claim or action. City agc•ees 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 paymeut of costs or expenses will 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 aud the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially advec•sely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the sofhvare and/or documentation; or (b) modify the
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soft�vare and/or docwnentation to malce it non-infringing, provided that such inodification
does not matei-ially aciversely affect City's authorized use of the sofnvare and/o►-
documentation; or (c) i•eplace the sofhvare and/or documentation with equally suitable,
compatible, and functionally equivalent non-iufringing sofhvare and/or documentation at no
additional chaige to City; or (d) if uone of tlie 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. Assi�nment and Subcontractin�.
9.1 Assi nng �ent• Vendoi� will not assign oc• subcontract auy of its duties, obligatious
or rights under this Agi•eement witliout the priot• written consent of City. If City grants consent to
an assignmeut, the assignee will execute a wc•ittei7 agreement with City and Vendor under which
the assiguee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor wii( be liable for all obligations of Vendor under this A�eement prior to the effective date
of the assignment.
9.2 Subcontract. The scope of this agceement, as outlined out in `Bxhibit A," includes
Vendor's intent to utilize subcontractors. If City grants consent to a subcontract, the subcontcactor
will be required to execute a wi•itten agreement with Vendor referencing tl�is Agreement under
which subcontractor agrees to be bound by tlie duties and obligations of Vendor• under this
Agreement as such duties and obligations may apply. Vendor must provide City with a fully
executed copy of any such subcontract.
9.2.1 Subcontract Limitation. City has completed the stat�itorily requii•ed
Historically Underutilized Business search and contacted at least 2 businesses fi•om that list pi•ior
to entering into this Agreement. Vendor is required to follow the process described in Exhibit A of
this agreement to ensure that local Disadvantaged Business Enterprises (DBEs) are contacted for
subcontt•acting opportunities. Moreover, Veudor understands and agrees that to comply with
state law and City policy, no subcontractor may be paid more than $50,000.00 annually under
this Agreement. Vendor will cease using any subcontractor for the t•emainder of the then-cut-��ent
te��n once the subcontractor has earned more than $45,000 annually under this Agreement,
10. MINORITY AND WOM�NS BUSIN�SS ENTERPRISE POLICY. The City has goals for
the participation of disadvantaged Uusiness enterprises in City contracts. While no set goal has
been established for this program, Vendor will worlc with the City Diversity and Inclusion
Department to make all efforts to include qualified Business Equity vendors in the Fort Worth
region. Vendor will worlc with the contract manager and DVIN peisonnel to obtain and actively
engage qualiiied vendois in this pursuit.
11. Insurance. Vendor must provide City with certificate(s) of insurance doctunenting
policies of the following types and minimum coverage limits that are to be in effect prior to colrunencement
of any Services ptusuant to this Agreement:
10.1 Coverage and Limits
(a) Coimnercial General Liability:
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$1,000,000 - Each Occurrence
$2,000,000 - Aggr•egate
(b) Automobile Liability:
$1,000,000 - Each occui7•ence on a combined single limit basis
Coverage will be on any vehicle used by Vendoi•, or its employees, agents, or
representatives in the coiuse of providing Seivices under this Agreement. "Any
vehicle" will be auy vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutoty limits according to the Texas Workers' Compensation Act or any other
state worlcers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injuiy by accident; each accident/occt.uYence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (EI�•ors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of seivices provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The cotrunercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workei•s' compensation policy must include a Waiver of Subrogation
(Right of Recoveiy) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Rislc Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas '76102,
with copies to the Fort Worth City Attoi�ney at the same address.
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(d) The insurers for all policies trnist be licensed and/or approved to do
business in the State of Texas. All insln•ers must have a minimum rating of A- VII
in the current A.M. Best I�ey Rating Guide, or have reasouably equivalent financial
strength and solvency to the satisfaction of Rislc Mauagement. If the rating is
below that required, written approval of Risk Management is i•equired.
(e) Any failure on tlie part of Ciry to request required insur•ance
docuilientation will not constitute a waiver of the insurance requireinent.
(� Certificates of Insuc•ance evidencing that Vendor lias obtained all required
insurance will be delivered to the City prior to Vendor pi•oceeding with any worlc
pursuant to this Agreement.
12. Com�liance witli Laws, Ordinances, Rules and Re�ulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, tlzles and regltlations and that any work it produces in connection with this Agreement will also
comp(y 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 must immediately desist
fi•om and correct the violation.
13. Non-Disci•imination Covenant. Vendor, for itself, its per•sonal repi•esentatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor•'s duties and obligations hereundei•, it will not discriminate in tl�e treatment or
employment of any iildividual or gcoup of individuals on any basis prohibited by Iaw. IF ANY CLAIM
ARIS�S FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRES�NTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INT�REST, VENDOR AGR��S TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
14. Notices. Notices required pursuant to the provisions of this Agreement will 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 parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
M-C.I�f �1�fZ�l7i
Fooda, Inc
Jim Watson, Executive Vice President
910 South Pearl Expressway
Dallas, TX 75201
Facsimile:
With copy to Fort Woi�th City Attoi�ley's Office at
same address
15. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one yeat• after its termination, solicit for employment ar• employ,
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whether as employee or independent contractor, any person who is or has been employed by the othet•
during the term of this Agreenient, without the prior written consent of the pei•son's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
16. Governmental Powers. It is undeistood and agreed that by execution of this Agreement,
City does not waive or sur•render any of its governmental powers or immunities.
17. No Waiver. The failure of City or Vendor to insist upon the perfoi7n�nce of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate pec•formance or• to assert any such right on any fiiture
occasion.
18. Governin� Law / Venue. This Agreemeut �vill be construed in accot•dance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brouglit pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant Counry, Texas or the United
States District Court for• the Narthern District of Texas, Fort Wortll Division.
19. SeveraUilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validiry, legality and enforceability of the remaining pr•ovisions will not in any way be
affected or impaired.
20. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or oinission
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; �res; strilces; lockouts; natural disasters; wai•s; riots; epidemics or pandemics; governinent action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transporfation problems; restraints or prohibitions by any court, board, depart�nent, commission, or agency
of the United States or of any States; civil dist�irbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The perfoimance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occun•ence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accor•dance with Section 13 of this Agreement.
21. Headin�s not Controllin�. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
22. 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 pa�•ty will not be employed in the intetpretation of this
Agreement or its Exlubits.
23. Amendments / Modi�cations / Extensions. No amendment, modification, oi• extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
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24. Counterparts. This Agreement may be executed in oue or more counterp�r•ts and each
counterpart will, for all purposes, be deemed an original, but all such counterpal•ts will together constitute
one and the same instrument.
25. Warrantv of Services. Vendor warrants that its services will be of a high quality and
confot•m to generally prevailing industiy standards. City must give wc•itten notice of any Ureach of this
wan•anty within thirty (30) days fi�om the date that the services are completed. Ili such event, at Vendor•'s
option, Veudor� will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with t��e warranty, or (b) refiuid the fees paid by Ciry to Vendor for the iionconforming
services.
26. Imini�ration Nationality Act. Vendor must verify the identity aud employmeilt eligibility
of its employees who perform worlc under this Agreement, including completing the Employment
Eligibility Verification Foz�rn (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs worlc under this
Agreement. Vendor must adhei•e to all Federal and State laws as well as establish appt•opriate procedures
and controls so that no seivices will be performed by any Vendor employee who is not legally eligible to
perform such seivices. VENDOR WILL IND�MNIFY CITY AND HOLD CITY HARML�SS FROM
ANY PENALTIES, LIABILITIES, OR LOSS�S DUE TO VIOLATIONS OI' THIS PARAGRAPR
BY VENDOR, VENDOR'S EMPLOY�ES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Veiidor, will have the right to immediately terminate this Agi•eement
for violations of this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
worlc papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the seivices provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclttsive owner of all copyright, patent, trademark, trade secret and other proprietaiy
rights in and to the Work Product. Ownership of the Worlc Product will inure to the benefit of City fi•om
the date of conception, creation or fixation of the Worlc Product in a tangible medium of expression
(whichever occuis �rst). Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Worlc
Product, oi• any part thet�eof, is not considered a"work-made-fot�-liire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereUy expressly assigns to City all exclusive right, title and interest in
and to the Worlc Product, and all copies thereof, and in and to the copyright, patent, tt•ademarlc, trade secret,
and all other proprietary rights therein, that City may have or obtain, without fur•ther consideration, fi•ee
fi•om 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 they have
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 aniendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to i•ely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Chan�e in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the putpose of maintaining
updated City records. The president of Vendor or luthorized of�cial must sign the letter. A letter indicating
changes in a company natne or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of directot's
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resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may advelsely impact fiiture 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 acicnowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited fi•om entering into a contract with a company
for goods or services unless the contract contains a written verification fiom the company that it: (1) does
not boycott Israel; and (2) will not boycott Isi•ael during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terins in Section 2271 of the Texas Goverrunent Code.
By signing this Agreement, Vendor certi�es that Vendor's signature provides written veri�cation to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the tei'IIl Of
the Agreement.
31. Prohibition on BoVcottin� Ener�y Companies. Vendor acicnowledges that in
accordance witli Chapter 2276 of the Texas Government Code, City is prohibited fiom entering into a
contract for goods or secvices that has a value of $100,000 or more that is to be paid wholly o2• partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification fi�om the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agt•eement, Vendor certi�es that
Vendor's signature provides written veri�cation to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Agaiiist Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
pi•ohibited from entering into a contract for goods or seivices that has a value of $100,000 or more that is
to be paid wholly or partly fi•om public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written veri�cation from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a iirearm entity or firearm trade
association; and (2) will not discriminate during the term of the conh•act against a�rearm entity or �rearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or fit•earm trade association during the term of this Agreement.
33. Electronic Signatures. This Agr•eement may be executed by electroziic 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 puiposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an ariginal signature, or signatures electronically inserted via
software such as Adobe Sign.
34. Entiretv of A�reement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in intei•est, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
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Exhibit A
Statement of Work
Program Details
• Launch Date:
o Pre-launch event; Target Date 4/22
o Launch date barista: Target Date 4/23
o Launch date Popup I: Target Date 4/23
o Launch date convenience market: To be Implemented no later than June 1,
2024.
• General Service Description:
o Guest restaurant - Fooda will provide a rotation of restaurants to provide food
and beverage service for City employees. Fooda will coordinate with the
authorized City representatives to approve the restaurant variety and items
Fooda's vendors will provide.
■ Fooda will work with City of Fort Worth Diversity and Inclusion Division
to identify, contact, and provide opportunity for inclusion of certified
Business Equity Vendors within the City of Fort Worth
o Convenience market - Fooda agrees to work with one of its partners to install
and manage a micro market with snacks, drinks, fresh foods and a check out
kiosk.
• Location(s): Lobby Level of New Fort Worth City Hall
• Frequency (Days & Times):
o Program frequency (days/time) can be adjusted based on evolving needs
o HOURS OF OPERATION
• Barista - Mon-Fri - 8am-11am
■ Popup I- Mon-Fri - 11am - 2pm
• Popup (Salad) - Mon-Fri - 11 am - 2 pm* (Not in initial phase,
but can be requested by City)
■ Popup II or Food Truck � TBD based on volume - i iam-2pm* (Not
in initial phase, but can be requested by City)
■ Convenience Market - 24/7* will be installed By June 1, 2024.
■ Catering - Mon-Fri - 6:30am-5pm* (Not in initial phase, but can
be requested by City)
• Fooda can host lunch-n-learns to raise awareness around lunch money programming
and catering options if requested by the City.
Scaled Services Outline
• A 2-week notice via email to Fooda contract administrator is needed in order to
progress to the next phase of scaled services, described below. The outlines
included herein are simply a guidance measure. Program adjustments will be
based on evolving needs.
• Services by growth phase:
Vendor Services Agreement Page 10 of 15
• Phase 1 - 450 empioyees
o Barista
o Popup I
o Market
• Phase 2 - 600 employees
o Barista
o Popup I
o Market
o Catering
• Phase 3- 1000 - 1200 employees
o Barista
o Popup I
o Market
o Catering
o Popup Salad
• Phase 4- 1300 - 1350+ employees
o Barista
o Popup I
o Market
o Catering
o Popup Salad
o Popup II or Food Truck
Equipment and Resources
• Fooda will provide:
o A market manager to coordinate events
o Popup events - Pending available setup onsite, Fooda will provide remaining
equipment to ensure successful events
o Fooda to comply with locai health department jurisdiction and source permit
o A vendor who will install and manage the convenience market program
o Conenience market - Partner will supply all proper refrigeration, equipment,
shelving and containers for city employee's use of the market.
• City will provide:
o Access to service area/counter tops, 4 parking spots, restrooms, janitorial
cioset/mop sink (as needed)
o For Popups - Access to electricity, guest W-Fi network if able
o For Market - Power, internet, and an adequate location for the permanent
micro market installation
o Access to ice machine and filtered water
Key Personnel. Parties will assign the following key personnel to the program. The
actual names and number of people may change frorn time to time based on the
program:
Vendor Services Agreement Page 11 of 15
Fooda Name , Title, Emai) Role
Ashleigh Bakos, Sr Sales, Ashleigh.Bakos@fooda.com Relationship Manager
Carter Musseiman, Carter.Musselman@fooda.com Account Manager
City Name, Title, Email Role
Management Sponsor -
must be notified and
approve any changes to
Greg Wingate services, vendor inability
to meet City requested
services, or damage
incurred to the building.
Vendor Services Agreement Page 12 of 15
Exhibit B
Price Schedule
Fees
• Event minimum: If sales do not reach thresholds outlined below, City will pay
difference of undisputed charges. For avoidance of doubt, City will pay any shortfall
of $600 pre tax for each event, plus applicable taxes.
o For example, if sales are $575, City will be billed $25 plus applicable taxes on
that amount. If tax exemption certification provided, City will not be billed
tax.
o Minimums vary by service offering and provider
■ Popup guest restaurant/food truck - $600/day
• Salata - $800/day
• Creative cuisine - barista + salad - $1,200/day
• Creative cuisine - barista only
• 8 am - 11 am - $600/day
• 8 am - 2 pm - $800/day
■ Convenience market - $750/week - waived
• Shrink/spoilage, waived - if shrink/spoilage continues to be
>5%, Customer and Fooda will meet to review programming
challenges to adjust, All notifications surrounding this manner
will be directed to COFW Contract Adminstrator as named
above.
■ Catering - no minimums to feature offering
• Management fee: $99/month
• Onsite dedicated labor: Onsite labor is optional and can be implemented at any
point during the contract. Fooda requires 3-weeks notice to hire staffing. An Account
manager would be onsite from 7 am-3 pm, at the hourly rate of $35, inclusive of
compensation and benefits.
• Barista equipment: Fooda partner will purchase all necessary equipment upfront
and equipment fees will be amortized over 36-months. If contract is cancelled within
the 36-month period, City will pay remainder of balance.
o Investments:
• Hat-holding equipment - $600
■ Beverage equipment - Zulay Magia LUX White Automatic Espresso
Machine with Milk Container and Espresso Cups -$1,199
• Undercounter 47" double-door refrigerator - $700
Invoicing & Payment Terms
• City will pay via ACH, Net-30 from invoice date.
• Invoices are generated weekly, consolidating any charges for services rendered
Sunday- Saturday. Invoices should be submitted to: Greg Wingate
(Gregory.wingate@fortworthtexas.gov)
• Customer agrees to pay interest in the amount of 1.5%, or the maximum amount
that Customer may lawfully contract to pay, whichever is less, on past due balances
until collected.
Vendor Services Agreement Page 13 of 15
(signuture page follows)
Vendor Services Agreement Page 14 of 15
CITY OF FORT WORTH:
D�vr� Bu��l��%ff
By. Dana6urehdoff(Anrl .202412:SSCDTI
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Apr l7, 2024
APPROVAL R�COMMENDED:
�� i ;,.<�,, �_ O� r,�r�
By: � ,
Name: Marilyn Matvin
Title: Intei•im Director, Property Management
ATTEST:
By: (�".�`b _t����
Name: Jannette Goodall
Title: City Secretaiy
�
VENDOR:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
BY: ��/W�. /� • �
Name: Brian Glass
Title: Assistant Dit•ector, Property Managemeut
APPROVED AS TO FORM AND LEGALITY:
By; � u/�,�
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&G N/A
�
Fooda, Inc
By: ,�lwt �O�Sbin,
Name - - --- � � ---- ---
Title: Executive Vice President
O��ECBAI, R�CORD
�i'6�f SECRE'TARY
FT.INOR�'H, TX
Vendor Services Agi•eement Page 15 of 15