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HomeMy WebLinkAboutContract 63531Docusign Envelope ID: 5ABFDFI3-1EDE-4707-ADEB-ED54DFDB53EI CSC No. 63531 CITY OF FORT WORTH ASSIGNMENT WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") and Sodexo Operations, LLC ("Sodexo") entered into a Services Agreement, dated effective February 10, 2023 (the "Agreement") operation of an office coffee service on or from Assignor's premises; WHEREAS, Assignor, the City of Fort Worth ("Assignee"), and Sodexo have agreed to amend the Agreement as set forth herein; and WHEREAS, Assignor desires to assign, and Assignee desires to assume, the Agreement, as amended (collectively, the "Contract"), with the consent of Sodexo; NOW, THEREFORE, Assignor, Assignee, and Sodexo agree as follows: I. AMENDMENT The Agreement is hereby amended as follows: Section 3(C), entitled "Cyber Liability Insurance" is hereby amended to include the following: "The above notwithstanding, Client may elect to self -insure to satisfy this obligation." Section 4(D), entitled "Other Claims for Personal Injury or Property Damage" is hereby amended to read as follows: "With respect to claims for personal injury not covered by sub -Section A and claims for damage to property not covered by sub -Section B, Sodexo to the extent permitted by law and without waiving any defenses against third parties, shall defend, indemnify and hold Client harmless from and against all claims, liabilities, losses and expenses, including reasonable costs, collection expenses, attorneys' fees and court costs, which may arise because of the sole negligence or willful misconduct of Sodexo, its agents or employees in the performance of its obligations under this Agreement." The Agreement is further amended such that all references to MedStar or shall refer to the City of Fort Worth. All other terms of the Agreement remain in full force and effect. II. ASSIGNMENT Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the Contract, between Assignor and Sodexo. Assignee agrees to assume and perform all duties and obligations required of Assignor under the terms of the Contract, as amended. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Assignment Page 1 ors Docusign Envelope 0: 5ABFDF13-1EDE-4707-ADEB-ED54DFDB53E1 This Assignment constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof. No modification of any provision of this Assignment shall be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the 7 day of 7c' P u`� 2025. Metropolitan Area EMS Authority dba MedStar Mobile Healthcare (Assignor) By: Print: Fran es i Title: Interim Chief Executive Officer Assignment Page 2 of 5 Docusign Envelope ID: 5ABFDFI3-1EDE-4707-A0E8-ED54DFDB53E1 City of Fort Worth (Assignee): w��By: William J hnson (Jun 24, 2025 15:28 CDT) Name: William Johnson Title: Assistant City Manager Date: 06/24/2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: James Davis (Jun 24, 2025 15:04 CDT) Name: Jim Davis Title: Fire Chief Approved as to Form and Legality By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A Assignment 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: Brenda Ray (Jun 24, 2,05 12:05 CDT) Naive: Brenda Ray Title: Purchasing Manager City Secretary: 4FoaT➢a ooF000 00000�°ad 0 p �o aAd4 pEXPSat' By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 or 5 Docusign Envelope ID: 5ABF0FI3-1EDE-4707-ADE&ED54DF01353E1 NOTARY ACKNOWLEDGEMENT On the � day of �v 1j 2025, personally appeared FlC�aNL $E , who acknowledged to me that (s)he is the Interim Chief Executive Officer of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Metropolitan Area EMS Authority ba MedStar M ile Healthcare By: Print: Frank Gresh Title: Interim Chief Executive Officer SUBSCRIBED TO before me on this M day of Itic- , 2025. JQSELU15AiAlAVEW1 l 1 l `g�•= Notary Public in and for the State of T`7/� F; •° My Notary ID # 13551WO f My commission Expires: pbI +�4zAz� Expires June 11, 2029 Assignment Page 4 of5 Docusign Envelope ID: 5ABFDFI3-1EDE-4707-ADE8-ED54DFDB53E1 CONSENT TO ASSIGNMENT Sodexo Operations, LLC hereby consents to the assignment of the Services Agreement, dated effective February 10, 2023, as amended by the Amendment executed concurrently herewith (collectively, the "Agreement"), between Sodexo Operations, LLC and the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") to the City of Fort Worth ("Assignee"). Sodexo Operations, LLC acknowledges and agrees that Assignee shall assume all rights, duties, and obligations of Assignor under the Agreement, as amended, provided that Assignee complies with all terms of the Agreement. Sodexo Operations, LLC Signed by: By:unuca Name: e u a Title: President Date: 6/23/2025 Assignment Page 5 of 5 Docusign Envelope ID: 5ABFDF13-1EDE-4707-ADE8-ED54DFD653E1 Services Agreement The Metropolitan Area EMS Authority a governmental administrative agency having an address ol'2900 Alta Mere Dr., Fort Worth, Texas 76116 ("Client"), and SODEXO OPERATIONS, LLC, a Delaware limited liability company, with its principal office located at 9801 Washingtonian Boulevard, Gaithersburg, Maryland 20878 ("Sodexo"). Sodexo and Client shall be known individually as a "Party" and collectively as the "Parties." The Parties agree as follows: 1. P»rnose of Aurcemeni. Sodexo shall provide Services at the Premises and at such other locations as Sodexo and Client shall agree in writing in accordance with the terms and conditions set forth herein and in the attached Scope or Work (Exhibit A). Tlie Services collectively include: Vending Service X Office CofCce Service X Micro Market Service X 2. Term and Termination The term of this Agreement is for three (3) years commencing February 1011,, 2023, and shall continue thercaficr, until terminated by either party upon no less than sixty (60) days prior written notice to the other party. 3. eremises. Sodexo shall provide Services at the following locations: Client Location Information Client dame Metropolitan Area EMS Authority Address 2900A1ta Mere Drive City, State, Zip Code Fort Worth, TX 76116 Phone Number (917) 923-3700 Email 1 Weimcr rr medstar9l Lorg Client Contact Jason Weimer Client Billing Information (if dilTerent) Client Name Address City, State, Zip Code Phone Number Accounts Payable Contact (1) Accountspayable @i medstar9l Lorg Accounts Payable Contact (2) Steve Post Sposl(_i)medstar9l lord ❑ocusign Envelope ID: 5ABFDF1 3-1 EDE-4707-ADE8-ED54DFDB53E1 Additional Service Locations (if applicable) 8928 Medical City Way, Fort Worth, TX 76177 4. A. Sodexo shall retain all cash receipts to pay operating expenses incurred in the operation of the Services. All profit or loss shall be for Sodexo's account. B. Office Coffee Service. Client grants Sodexo the exclusive right to operate or engage others to operate the Office Coffee Service on or from Client's Premises. Client shall reimburse Sodexo for products purchased for the Office Coffee Service, which shall be priced according to Attachment I to Exhibit A attached hereto. C. Billin . Within thirty (30) days after the end of each Accounting Period, Sodexo shall submit invoices for amounts due under this Agreement. Client shall pay the amount of the invoice within thirty (30) days of the invoice date. Client shall pay interest on any amount not paid when due at the rate of one and one-half percent (1.5°/n) per month from the due date until paid.] D. Invc tmen. Sodexo shall renovate the Service area of the Premises for the Micro Market operation in an amount not to exceed Nine Thousand Seven Hundred and Nineteen Dollars ($9,719.00) ("Investment"), which shall be amortized over the initial term ofthe Agreement. Ifthe Agreement is terminated prior to the end of the term by Client without cause, or due to a breach by Client, Client shall reimburse Sodexo. on the expiration date, or within fifteen (15) days after receipt by either Party of any notice of termination under this Agreement, the unamortizcd portion. Client shall, within fifteen (15) days alter Sodexo's request, execute a U.C.C. financing statement and Sodexo may put the same of record to secure its lien on the unamortized portion of the Investment. Client hereby appoints Sodexo as "attorney - in -fact" to execute such statement in the event that Client fails to execute same within such specified fifteen (15) day period. Client shall be the owner of the investment, subject to Sodexo's lien. E. Prices. 'file initial prices charged by Sodexo for food and other products managed by Sodexo in the Services operations as outlined in Attachment I shall be reasonable and competitive with prices charged in comparable establishments in the geographic area ot'tlie Premises for comparable products, similarly prepared and of like quality and portion. No less than annually, Sodexo shall adJust pricing to reflect the increase or decrease in the Producers Price Index for Food and Beverage Stores. By signing this Agreement. the signatories bind their respective companies to the terms set herein. Metropolitan Area EMS Authority DocuSignsd by: Signature: Ft,Irt bt t iU. �. 5itpsott, �---titSUttL[.LJJ4415t.. PrintNamc: Kenneth J. Simosmn Title: CEO Date: 2/10/2023 Sodexo Operations, LLC iLiTiO13286 Signed by: Signatur Fra"'s d9I Print Name: Eric Francis "Title: Senior Vice President Date: 2/15/2023 Docusign Envelope ID: 5ABFDFI3-IEDE-4707-ADE8-ED54DFDB53E1 EXHIBIT A SCOPE OF WORK 1. Sonfwcao-c inlim A. Micro Market. A sell -service market containing "grab and go" style food and beverage items available 24 hours per day, 7 days per week, as well as a coffee bar. B. Office Coffee Service. The supply of coffee, tea, hot chocolate and other similar items at coflbe stations within the Premises. C. Vendine Service. ]lie operation ofautomatic vending machines to sell Vending machine products at locations on Client's Premises. 2. Client Oh1iations Client shall be responsible to provide, at no cost to Sodexo: A. Electricity, gas, water and other utilities, ventilation, security service, telephone service, broadband interact access, pest extermination and control, window cleaning (including power washing as necessary), maintenance and repairs (excluding vending equipment), refuse removal, painting and decorating. B. All utility lines needed for the proper operation of the vending machines to the location of cacti machine. The utility lines (with all proper hardware) are to be ready for connection to the vending machines, however, the actual connection of the machines to the utility lines shall be made by Sodexo. Client shall permit interruption of such services only in cases of emergency and shall prompt]), notify Sodexo of any such interruption. C. Client shall provide, at no cost to Sodexo, an adequate amount of reasonably located space which may be secured and locked for Sodcxo's use for storage of Vending Machine Products, and of cleaning and sanitation equipment. 3. Insuran-Q, A. Commercial General Liabilitv Insurance. Sodexo shall obtain and keep in force during the term of this Agreement, Commercial General Liability Insurance with a limit ol'not less than One Million Dollars ($1,000.000.00) for each occurrence, including, but not limited to, Personal Injury Liability, Blanket Contractual Liability and Products Liability, covering only the operations and activities of Sodexo wider this Agreement and shall provide Client with a certificate evidencing such policies. The insurance policies shall contain a provision whereby the insurer(s) shall provide notice of cancellation in accordance with the provisions of the policy. B. Pronerty Insurance. Client shall maintain, or cause to be maintained, a system of coverage (either through purchased insurance, self insurance, or a combination thercof) to keep the buildings, including the Premises, and all property contained therein and Client's other property insured against loss or damage by fire, explosion or other cause nonmally covered by special causes of loss form and builder's risk property insurance policies. C. Cvber Liability Insurance. Each Party shall maintain Cyber Liability Insurance in the amount of One Million Dollars ($1,000,000.00) per cacti occurrence. 4 Liability and Indemnity - A. Emnlovment Claims. Each party hereto shall be solely responsible for all claims asserted by or on behalf ol'the employees on its respective payroll, including employment and personnel actions (such as wrongful termination, discrimination, etc.) and claims arising out of injuries occurring on thc.job. B. Pronerty Damase Claims. With respect to claims for damage to the property of the Parties, for which the Parties maintain a system of coverage on their respective property[, and based on the representations contained in Section 2 above.] cacti Party hereto waives its rights, and the rights of its subsidiaries and affiliates, to recover from the other Party hereto and its subsidiaries and affiliates for loss or damage to such Party's building, equipment, improvements and other property ofevery kind and description resulting from fire, explosion or other cause normally covered in special causes of loss form and builders risk property insurance policies. C. Conscuucntial Damaecs. In no event shall either Party be liable to the other for consequential, indirect or incidental damages (including punitive damages and lost profits), even if such Party has been advised ofthe possibility of such damages in advance. D. Other Claims for Personal Iniury or Proncrty Damap-e. With respect to claims for personal in.jury not covered by sub -Section A and claims for damage to property not covered by sub -Section B, Sodexo and Client , to the extent permitted by law and without waiving any defenses against third parties, shall defbnd, indemnify and hold cacti other harmless from and against all claims, liabilities, losses and expenses, including reasonable costs, collection expenses, attorneys' fees and court costs, which may arise because of the sole negligence or willful misconduct of the indemnifying Party, its agents or employccs in the performance of its obligations under this Agreement. B. This Section 4 shall survive termination ofthis Agreement. 5, Tstc&, Sodexo will obtain & pay for all federal, slate & local licenses and permits as well as collect and pay all sales, use, excise and income taxes attributed to the operation under this agreement. 6. Tipverninn Law, The provisions of this Agreement shall be construed under the laws of the State of Texas "vithout regard to its conflict of laws provisions. The venue of any litigation arising from this Agreement will be in the United States District Courts, Fort Worth Division of the Northern District of Texas if tlic litigation arises in Federal Court or in the District Courts of Tarrant County, Texas if the litigation arises in State Court. The venue of any dispute resolution activity shall be in Fort Worth, Tarrant County, Texas. Docusign Envelope ID: 5ABFDF13-1EDE-4747-ADE8-ED54DFDB53E1 ATTACHMENT I TO EXHIBIT A OFFICE COFFEE PRICING Product Name Product Type Pack Size Case Count 2023 Price Filter Pack Coffee Coffee Tea Cocoa 2 oz 42 ct $39.99 Whole Bean Coffee Coffee Tea Cocoa 1 lb Each $6.68 Tea Coffee Tea Cocoa 28 count Box $6.59 Hot Cocoa Coffee Tea Cocoa 2 lb Each $10.14 Powdered Milk Essentials 2 lb Each $7.89 f Creamer Essentials 12 oz Each $3.39 Sugar Essentials 20 oz Each $3.59 Equal Blue Essentials Case 2000 $42.88 Equal Yellow Essentials Case 2000 $59.99 Sweet & Low Essentials Case 400 $11.99 CoffeeMate Liquid Essentials Box 50 $8.89 CoffeeMate Liquid Essentials 1.5 liter Each (2 pack) $36.16 Stir Sticks Essentials 1000 count Box $3.19 Foam Cups 10 oz Paper Products Case 1000 $139.99 From: Ray. Brenda To: Tidwell, Allison Subject: FW: Please Fill Sodexo Operations COA Date: Thursday, June 26, 2025 7:50:51 AM Attachments: imaae001.Dna imaae002.Dna Good morning, Allison This is a consent of assignment assigning a MedStar contract to the City, and not a name change. The original contract is attached to the COA. Thank you, Purchasing Manager Purchasing and Contracts Fort Worth Fire Department 505 W Felix St, Fort Worth TX 76115 Office: 817-392-2577 Cell: 817-269-3813 brenda. rave fortworthtexas. gov City of Fort Worth — Working together to build a strong community Wrwz� FORT WORTH. F From: Tidwell, Allison <Allison.Tidwell@fortworthtexas.gov> Sent: Wednesday, June 25, 2025 10:08 AM To: Ray, Brenda <Brenda.Ray@fortworthtexas.gov> Subject: RE: Please Fill Sodexo Operations COA This is a consent to assignment. What was the original contract number? From: Brenda Ray via Adobe Acrobat Sign <adobesign@adobesign.com> Sent: Tuesday, June 24, 2025 5:05 PM To: Tidwell, Allison <Allison.Tidwell@fortworthtexas.gov> Subject: Please Fill Sodexo Operations COA This message is from an external organization. Report Suspicious This message came from outside your organization. Company Logo 81 n,n Brenda Ray Has Sent You Adobe Acrobat Sign Logo Sodexo Operations COA to Fill Brenda Ray (CITY OF FORT WORTH) says: "Please review and complete this document. " Click here to review and fill Sodexo Operations COA. You are one of a group of form fillers who can fill this document. Only one of you needs to fill. The group includes allison.tidwell@fortworthtexas.gov, Elisa.Winterrowd@fortworthtexas.gov. After you fill Sodexo Operations COA, all parties will be notified. If you need to delegate this form to an ®❑ authorized party for filling, please do not forward this email. Instead, click here to delegate. 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