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HomeMy WebLinkAboutContract 61529city Gontmct No �1 � Maiohs- CS10 Rom.? 'D Install Date: Service Agreement Re -Sign Date: Customer # (check one) New install Add Location Move n Add/Update Equip n — _.. ..-- _...... _- COMPANY NAME: CityAttomeysOffice ADDRESS:100 Fort worth Tral CITY Fort Worth STATE TX ZIP CODE 76102 OFFICE PHONE: 817-392-7600 WEBSITE:fortworthtexas.gov/departments/cityattom* PRIMARY CONTACT: Shoshanna Cordova PHONE: (817)392-7639 EMAI L: shoshanna.00rdovaQfortworthtexas.gov DECISION MAKER: Same as above PHONE: SAA EMAI L: SAA MONTHLY MINIMUM PRODUCT USAGE $ NA INSTALLATION FEE $ 150.00 EQUIPMENT INSTALL LOCATION FC-A AP Brewer Breakroom (4) I.M. Air Pats Breakrnom (2) 2 "AP Rack Breakroom WATER FILTERS TITLE: Senior Legal Assistant ; TITLE: SAA SERVICE CYCLE: --Uonthly WAIVED AT INSTALL? W MTH CHARGE DATE INSTALLED No Charge No Charge No Charge TYPE: er«t" FREQUENCY CHANGED - Check One SUM 2 times per year 4 times per year© .SANITATION SERVICES $ KA 2 times per year _ANNUAL PURITY KIT $ NA 1 time per year WATER BLOCK INSTALLED? YES NO 'Not available for RO Water SysUms CITY SECRETARY FT WOW", TX TERMS & CONDITIONS OF THE SERVICE AGREEMENT 1) The term of this agreement is for 36 months.The agreement will automatically renew at the end of initial term for an additional 12 months unless affirmatively cancelled with 90 days written notice. 2) This agreement may not be cancelled without cause prior to the expiration of the initial term. In the event First Choice fails to perform as set forth in this agreement, Company shall provide First Choice with written notice, specifying nature and extent of the deficiencies and demanding cure. If such deficiency is not cured within thirty (30) days following date of such notice, then company may terminate this Agreement for default by thirty (30) days written notice at the end of such cure period. If Company breaches this Agreement, Company shall pay First Choice all damages suffered by First Choice including its anticipated loss of profit on leased equipment and the sale of products during the remaining period of this Agreement, based on Company Minimum Monthly product usage set forth above. Company agrees that should First Choice be required to incur costs and expenses, including attorney's fees in enforcing this Agreement, that First Choice shall be entitled to recover said costs and expenses, including reasonable attorney's fees from Company. 3) First Choice shall retain title to all equipment during the term of this agreement. At no time will any of said equipment be disconnected, replaced, or moved in any manner, by any service or person except authorized First Choice service personnel. 4) Invoices will be paid in full within 10 days of receipt of invoice. All unpaid invoices over 30 days may be subject to 1.5% interest per month or 18% per annum. 5) All product used with the equipment must be purchased from First Choice. 6) All plumbing connections installed by First Choice to its equipment are the property of the Company and Company assumes all risk and liability thereof 30 days after the install date above. First Choice recommends the installation of a Water Block valve for leak prevention for a one time cost, including installation of $ $149.00 . If Company declines the use of Water Block, Company waives all claims against First Choice, and assumes the risk of, any associated leak. Initial Here to Decline Water Block -,A` 7) The price for coffee as specified on this agreement shall not be increased during the initial term hereof, except to the extent of an actual price increase to First Choice from its coffee suppliers. 8) If installation charges are waived by First Choice at time of installation and Company terminates this agreement at anytime prior to current expiration date, with or without cause, then installation charges as stated above hereof are due and payable immediately. 9) Company will maintain the equipment in good and sanitary condition. If equipment is damaged, destroyed or lost by fire, theft, or any other cause, Company shall pay First Choice the full replacement cost of the equipment. 10) In the event Company sells, transfers or assigns any interest in Company, this Agreement shall insure to the benefit of and be binding upon its transferee, assignee, or successor -in -interest. First Choice may assign, sell or transfer its interest in this Agreement without consent of the Company. SALES REP ON BEHALF OA IFIRST- CH I AUTHORIZED SIGNATURE:` �e Phillip C. Kirksey BS, BDM >Gi PRINT NAME: Leann Guzman TITLE: City Attorney DATE: 05/30/2024 _ DATE: May 30, 2024 / hereby represent that I am authorized to enter Mgr. Approval: into this agreement on behalf of customer. DATE: ' �" =�� -j / accept all terms & conditions of this agreement. CUSTOMER PAYMENT INFORMATION SHEET CUSTOMER NAME: ADDRESS: City A#mWs Offal City of Fort Worth ADDRESS: 100 Fort Worth Trail, Fort Worth, TX 76102 TELEPHONE NUMBER: (817)392-7838 ACCOUNTS PAYABLE CONTACT: CrysW RL"a ACCOUNTS PAYABLES EMAIL: 9ov PREFERRED PAYMENT METHOD -- PLEASE SELECT ONE: CHECK Ljj Remit to Address: First Choice Coffee Services 4b__ 4-91 r__ __W BRANCH: FTW PAYMENT TERMS: Net 10 Days Tax xempt Yes No I ACH/EFT PAYMENT 1 • V Vendor CORPORATE Name: DAIOHS USA, INC. (DBA First Choice Coffee Services) Bank Name: Bank Address: Bank Routing (ABA) Number. Bank Account Number. Swift Code: Contact: ACH/EFT Payment Remit to Email: i CREDIT CARD up to 3%fee may apply Credit Card Type -Select One []VISA❑MC [] AMEX DISCOVER Name on the Card: � Credit Card Number. Expiration Date: I SIC Code: Authorized By: 3rd Party or Mgmt Agent Name of Mgmt Company Applicable Information Needed: Maiohs- First Choice y refresh, refuel, refill. I ADDENDUM TO THE FIRST CHOICE SERVICE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FIRST CHOICE This Addendum is entered into by and between First Choice ("Vendor") and the City of Fort Worth ("City"), collectively the "Parties." The Contract documents shall include the following: 1. The First Choice Service Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached First Choice Service 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 by an Assistant City Manager of the City (the "Effective Date") and shall expire three years after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for two (2) one-year renewals at City's option, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Comuensation. Total compensation under this Agreement will be up to THREE THOUSAND DOLLARS (S3,000.00) per year. Vendor will not perform any additional services 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. a. Structure of Payments. i. The Vendor will issue an invoice after each monthly delivery under this Agreement. Invoices will be submitted no later than the 15th day following the end of the month and sent to Crystal Russell (Crystal.Russell@fortworthtexas.gov), 100 Fort Worth Trail (previously 100 Energy Way), Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. ii. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. iii. For contested billings, the City shall make payment in full to Vendor within 60 days of the date the contested matter is resolved. If City fails to make such payment. Vendor may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full. including interest calculated from the date the billing contest was resolved. In the event of suspension of services, Vendor will have no liability to City for delays or damages caused to City because of such suspension of services. Termination. Addendum Page 1 of 4 a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. 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 Vendor 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. C. Duties and Obligations ofthe Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. 4. Attomevs' 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 terns 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, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Insurance. 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 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 as requested by Vendor. 7. Sovereivn Immunitv. 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. 8. Limitation of Liability and Indemnitv. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. Addendum Controlline. 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 Nationalitv Act. Vendor 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, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Addendum Page 2 of 4 Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 11. No Bovcott of Israel. Vendor acknowledges that in accordance with Chapter 2271 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. By signing this Agreement. Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 12. RiQht to Audit. Vendor 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 Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. 13. Prohibition on Boycotting_Enerev Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from 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 Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 14. Prohibition on Discrimination Aeainst Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (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 during the term of the contract against a firearm entity or firearm 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 firearm trade association during the term of this Agreement. (signature page follows) Addendum Page 3 of 4 ACCEPTED AND AGREED: CITY: City of Fort Worth By: Aga &IYAGt6e Dana BurghdoH (May , 2024 2 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: May 30, 2024 Approval Recommended: By: Name: Leann Guzman Title: City Attorney Attest: By: A AORNx n Name: Ja iette S. Goodall Title: City Secretary VENDOR: First Choice B �. Y• Name: Gregory Barrett Title: Branch Manager 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: Name: Shoshanna Cordova Title: Sr. Legal Assistant Approved as to Form and Legality: By: >� �Z Name: Jessika J. Williams * C Title: Assistant City Attorney Contract Authorization: M&C: N/A OFFICIAL RECORD. CITY SECRETARY FT. WORTH, TX Addendum Page 4 of 4