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HomeMy WebLinkAbout064499 - General - Contract - Bosma Design Solutions, Inc.64499 City Secretary Contract No. I � �� � �� � � PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Bosma Design Solutions, Inc. ("Consultant"), each individually referred to as a"party" and collectively referred to as the "parties." 1. Scope of Services. The City of Fort Worth requests consultation services for a comprehensive assessment of commercial kitchen equipment for the Property Management Department. ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires upon completion of all Services hereunder ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Term"). This is a one-time use agreement and will not have any renewal options. 3. Compensation. City will pay Consultant an amount not to exceed Three Thousand Eight Hundred Dollars ($3800.00) upon completion of all Services herein. Completion of all Services will not have occurred until all items under Exhibit A have been completed by Consultant to City's full satisfaction. Consultant 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 Consultant not specified by this Agreement unless City first approves such expenses in writing. 3.1 Structure of Pavments. On full and final completion of the Services, Consultant will submit a final invoice, and City will pay any balance due within 30 days of receipt of such invoice. ii. If the City requires additional reasonable documentation, it will request the same promptly and the Consultant will provide such additional reasonable documentation to the extent the same is available. iii. 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 thereo£ No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. iv. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such Professional Services Agreement OFFICIAL RECORD page 1 of 13 CITY SECRETARY FT. WORTH, TX City Secretary Contract No. payment, Consultant may, after giving 7 days' written notice to City, suspend seroices 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, Consultant will have no liability to City for delays or damages caused to City because of such suspension of services. Termination. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Consultant for services actually rendered up to the effective date of termination and Consultant will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. Disclosure of Conflicts and Confidential Information. 51 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees 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 prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Consultant. It will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Ciry, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Consultant Services Agreement Page 2 of 13 City Secretary Contract No. 5.4 Unauthorized Access. Consultant must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Consultant 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 from further unauthorized disclosure. 6. Ri�ht to Audit. Consultant agrees 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 Consultant involving transactions relating to this Agreement at no additional cost to City. Consultant agrees that City will have access during normal working hours to all necessary Consultant facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Consultant reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant will operate as an independent contractor as to all rights and privileges and work 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, Consultant will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, seroants, employees, Consultants, and subcontractors. Consultant acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors, and subcontractors. Consultant further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees, contractors, or subcontractors. Neither Consultant, nor any officers, agents, servants, employees, contractors, or subcontractors of Consultant will be entitled to any employment benefits from City. Consultant will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liabilitv and Indemnification. 8.1 LIABILITY - CONSULTANT WILL BE LIABLE 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJUR Y, INCL UDING DEA TH, TO ANY AND ALL PERSONS, ARISING O UT Consultant Services Agreement Page 3 of 13 City Secretary Contract No. OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising 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 Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant 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 Consultant 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, Consultant will fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant 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 payment of costs or expenses will not eliminate Consultant's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund all amounts paid to Consultant by City, subsequent to which termination City may seek any and all remedies available to City under law. Assi�nment and Subcontracting. 91 Assienment. Consultant will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant will be liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Consultant referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Consultant under this Agreement as such duties and Consultant Services Agreement Page 4 of 13 City Secretary Contract No. obligations may apply. Consultant must provide City with a fully executed copy of any such subcontract. 10. Insurance. Consultant must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Seroices pursuant to this Agreement: 10.1 Covera�e and Limits (a) Commercial General Liability: �) $1,000,000 - Each Occurrence $2,000,000 - Aggregate Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Consultant, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & 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 services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term Consultant Services Agreement Page 5 of 13 City Secretary Contract No. City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) 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 Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (� Certificates of Insurance evidencing that Consultant has obtained all required insurance will be delivered to the City priar to Consultant proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. 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 party by United States Mail, registered, return receipt requested, addressed as follows: Consultant Services Agreement Page 6 of 13 City Secretary Contract No. To CITY: To CONSULTANT: City of Fort Worth Bosma Design Solutions, Inc Attn: Assistant City Manager Owner/CEO 200 Texas Street Dwane Bosma Fort Worth, TX 76102-6314 1-877-822-2374 Facsimile: (817) 392-8654 Email: Dwane@bosmadesign.com With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emnlovees. Neither City nor Consultant will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person'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. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Consultant 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 omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, ar regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; 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 performance 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 occurrence of the Force Majeure Consultant Services Agreement Page 7 of 13 City Secretary Contract No. 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 accordance with Section 13 of this Agreement. 20. Headings not Controlling. 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. 21. 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 party will not be employed in the interpretation of this Agreement or its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modifcation, or 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. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warrantv of Services. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant will either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Consultant for the nonconforming seroices. 25. Immigration Nationalitv Act. Consultant must 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, Consultant will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Consultant, will have the right to immediately terminate this Agreement for violations of this provision by Consultant. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). 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 Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade Consultant Services Agreement Page 8 of 13 City Secretary Contract No. secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. 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 amendment hereto, may be executed by any authorized representative of Consultant. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Consultant must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Consultant or authorized official must sign the letter. A letter indicating changes in a company name 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 director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Consultant has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcotting Ener�v Comuanies. Consultant 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, Consultant certifies that Consultant's signature provides written verification to City that Consultant: (1) does not boycott energy companies; and (2) wiIl not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Consultant 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, Consultant certifies that Consultant's signature provides written veri£cation to City that Consultant: (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. Consultant Services Agreement Page 9 of 13 City Secretary Contract No. 32. 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. 33. Entiretv of Agreement. This Agreement contains the entire understanding and agreement between City and Consultant, their assigns and successors in interest, 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. (signature page follows) Consultant Services Agreement Page 10 of 13 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: �- W�""�. B�7; ValerieWashington(Dec23,202514:13:04C5T) Name: Valerie Washington Title: Assistant City Manager Date: 12/23/2025 APPROVAL RECOMMENDED: � «<�.�_ ���,u��� By: Name: Marilyn Marvin Title: Property Management Director ATTEST: �0.�.ac#x. /� ..6��' BY� �i Name: Jannette Goodall Title: City Secretary CONSULTANT: Bosma Design Solutions, Inc. 7Ju.�+r� SaQh�� By: Name: Dwane Bosma Title: Owner/CEO 9FORT nCd A pFo°° �L d e°a°� �pao Ps��ip a°an QEza544a 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. �e ��r,f.�e- C� a,�r,t� By. D�niseGarcia;Declfl,7_O7_Sl5_�5�.08CSTJ Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: ,�.� �-,.�'--� Name: Thomas R. Hansen Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Consultant Services Agreement Page 11 of 13 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES COMMERCIAL KITCHEN EOUIPMENT ASSESSMENT L INTENT 1.L The City of Fort Worth (City) requests consultation services for a comprehensive assessment of commercial kitchen equipment for the Property Management Department. 1.2. The purpose of this agreement is to retain a qualified Vendor to conduct a comprehensive assessment of the City's commercial kitchen equipment. The assessment will evaluate the condition, performance, compliance and suitability of the existing equipment and determine the future needs for the Property Management Department. 2. SCOPE OF WORK 2.L The Vendor will assess all the current commercial kitchen equipment at 100 Fort Worth Trail to determine if the equipment meets all applicable health and safety standards. 2.2. The Vendor will provide an inventory on all existing commercial kitchen equipment and its condition. 2.3. The Vendor will test the functionality and performance under normal operating conditions of each piece of equipment 2.4. The Vendor will thoroughly check all safety mechanisms and identify any safety hazards, code violations, or inefficiencies. 2.5. The Vendor will determine if equipment is properly calibrated to meet all applicable health and safety standards. 2.6. The Vendor will provide a written report of the assessment findings to the Contract Administrator within ten (10) business days of inspection completion. 2.7. The report will include: 2.7.1. Vendor's business name, logo, address, and phone number 2.7.2. Date the inspection was completed 2.7.3. A description of each piece of equipment, including make, model, age, and condition. 2.7.4. The condition rating (e.g., Excellent, Good, Fair, Poor) 2.7.5. Compliance notes (safety hazards, code violations, etc.) 2.7.6. Recommended actions (repair, replacement, maintenance) 2.7.7. Estimated costs for recommended actions 2.7.8. Inspector's printed name and signature 3. MEETINGS AND TRIPS 3.L The Vendor will conduct one (1) site visit and one web meeting if necessary. 4. INVOICING REOUIREMENTS 4.1. Vendor will send invoices electronically to the City's centralized Accounts Payable department invoice email address: supplierinvoices@fortworthtexas.gov. This email address is not Consultant Services Agreement Page 12 of 13 City Secretary Contract No. monitored so Vendor will not send correspondence to this email address. The sole purpose of the supplier invoices email address is to receive and process supplier invoices. 4.2. Vendor will include the following on the subject line of Vendor's e-mail: vendor name, invoice number, and PO number, separated by an underscore (ex: Example, Inc._123456_FW013- 0000001234) 4.3. To ensure the system can successfully process invoices in an expedient manner, Vendor will adhere to the following requirements: 4.3.1. All invoices must be either a PDF or TIFF format. 4.3.2. Image quality must be at least 300 DPI (dots per inch). 4.3.3. Invoices must be sent as an attachment (i.e. no invoice in the body of the email). 4.3.4. One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable but each invoice must be a separate attachment. 4.3.5. Vendor will not send handwritten invoices or invoices that contain handwritten notes. 4.3.6. Dot matrix invoice format is not acceptable. 4.4. The invoice must contain the following information: 4.4.1. Supplier Name and Address; 4.4.2. Remit to Supplier Name and Address, if different; 4.4.3. Applicable City Department business unit# (i.e. FW013) 4.4.4. Complete City of Fort Worth PO number (i.e. the PO number must contain all preceding zeros); 4.4.5. Invoice number; and 4.4.6. Invoice date. 4.5. Invoices will be submitted after delivery of the goods or services. 4.6. To prevent invoice processing delays, please do not send invoices by both mail and email and please do not send the same invoice more than once by email to supplierinvoices@fortworthtexas.gov. To check on the status of an invoice, please contact the City Department ordering the goods/services or the Central Accounts Payable Department by email at: ZZ FIN AccountsPavable(a�fortworthtexas.�ov. 4.7. If Vendor is unable to send invoices as outlined above at this time, Vendor will send invoices to the City's centralized Accounts Payable department instead of directly to the individual city department. This will allow the city staff to digitize the invoice for faster processing. 4.8. If electronic invoicing is not possible, Vendor will send Vendor's paper invoice to: City of Fort Worth Attn: FMS Central Accounts Payable 100 Fort Worth Trail Fort Worth, Texas, 76102 4.9. Vendor will not include Federal, State of City sales tax in its invoices. City will furnish a tax exemption certificate upon Vendor's request. Consultant Services Agreement Page 13 of 13 FORTWORTH� CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorneys for review. The attorneys will review the information you have provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Departmental Attorney: Item or Service sought: commercial kitchen equipment at City Hall Property Management Department Denise Garcia Thomas Royce Hansen Consultant services to provide an assessment of Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service CSC or Purchase Order #: Amount: Projected M&C Date: How will this item or service be used? ❑ 0 $3,800.00 Bosma Design Solutions, Inc. Yes ❑ N/A N/A N/A No ❑X To assess the current condition of the commercial kitchen equipment and provide inventary of all existing commercial kitchen equipment at City Hall to determine need for future repair or replacement. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No � Page 1 of 6 If yes, please provide requisition number or brief explanation of contact with Purchasing Division: N/A Section 2: Claimed Exemption and Justification (Other than sole source) NOTE: For sole-source exemption requests, complete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑X A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds far completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; Page 2 of 6 ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Consultation services are required to determine the current condition of the commercial kitchen equipment at City Hall. Bosma Design Solutions, Inc will provide a consultant is a member of the Foodservice Consultants Society International (FCSI). The consultation services provided by Bosma Design Solutions, Inc., through an FCSI-certified foodservice consultant, constitute a professional service because they require advanced technical knowledge of commercial kitchen equipment, specialized training in foodservice facility design, adherence to strict ethical and professional standards, and the exercise of independent judgment. The consultant must apply skills in equipment diagnostics, regulatory compliance, and operational analysis. The consultant is required to hold a food handler certification, have knowledge and familiarity with local, state, and federal health and safety regulations, including compliance with NSF-certified equipment and OSHA standards, and have an understanding of the specific equipment standards and requirements for commercial kitchens in Texas, including but not limited to sanitation and proper ventilation requirements. To determine the current state of commercial kitchen equipment, the consultant must be able to: Inspect and evaluate equipment performance, wear, and sanitation, Interpret maintenance logs, service records, and installation standards, and Identify non- compliant, unsafe, ar failing components. Consultants must apply knowledge of Local health department codes and best practices in the field. Section 3: Claimed Sole-Source Exemution and Justification NOTE: For all non-sole-source exemption requests, complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ❑ items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; ❑ films, manuscripts, or books; ❑ gas, water, and other utility services; ❑ captive replacement parts or components for equipment; ❑ books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and ❑ management services provided by a nonproiit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; Page 3 of 6 How did you determine that the item or service is only available from one source? fEXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH, COMMUNICATIONS, DOCUMENTATION)1 Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. fSHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSIONI Did you attach a sole source justification letter? ❑ Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). [DESCRIBE THE LTNIQLJNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE SOURCE] Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? �Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ❑Yes ❑xNo. If yes, please explain:[DESCRIBE ATTACHMENTS CONSIDERED] Was there anything not included on this form or attached hereto that was relied on in making this determination? ❑Yes �No. If yes, please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION] Approved By: ,cQy,� Date: 11 /24/25 Amarna Muhammad / Jessika Williams Assistant City Attorney Page 4 of 6 EXEMPTION FORM PRIMER Below are explanations and examples of common exemptions that could apply to City purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney or the appropriate purchasing attorney. • PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the public health or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services; solid waste collection and disposal; and first-responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. • UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. • PERSONAL, PROFESSIONAL, OR PLANNING SERVICES Personal services are ones that are unique to the individual providing them. Therefore, personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252, so there is no precise definition to follow. While there is no universal definition of this term, "several cases suggest that [these types of services are] `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Ma�yland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. • SOLE SOURCE — A procurement for items available only from one source This exemption is commonly referred to as the sole source eXemption. The fact that the vendor in question has the best price or can meet our timing needs does not make a purchase of a good or service available from only one source. A sole source does not exist solely on the basis of personal or departmental preference or a desire to keep all units the same brand or make. The information needed to suppart this exemption is documentation showing that Page 5 of 6 no other provider can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include (i) service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty and (ii) purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 6 of 6 F�RT��RTHo City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Bosma Design Solutions, Inc Subject of the Agreement: The City of Fort Worth requests consultation services for a comprehensive assessment of commercial kitchen equipment for the Property Management Department. M&C Approved by the Council? * Yes ❑ No ❑✓ If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 0 If �unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Proposal submitted did not indicate any confidential information. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.