5-01 - RFP 2025-006.pdf

REQUEST FOR PROPOSALS

Proposal Reference Number: RFP 2025-006

Project Title: Sale and Development of Real Property Located at 112 SE Gardens

ANTICIPATED SCHEDULE

RFP Issue Date August 1, 2025

RFP Publication Dates August 1, 2025 & August 8, 2025

Pre-Proposal Conference August 11, 2025

Deadline for Questions August 13, 2025

Proposals Due August 21, 2025 @ 3:00PM

Projected Interviews (if applicable) Week of August 25, 2025

Recommendation to City Council September 15, 2025

Important Information The City of Burleson will receive sealed proposals for the specified Project until the deadline indicated above.

Proposals will only be received electronically through the City’s e-procurement system, Bonfire, at https://burlesontx.bonfirehub.com (registration required). Extensions will not be granted. Late submittals will not be accepted.

A virtual pre-proposal conference will be held August 11, 2025 at 10:00 am. This meeting will allow for questions and comments. Attendance is strongly encouraged. To join the meeting, follow this link.

Meeting ID: 256 048 676 258 4 Passcode: CC7Ra6zd

Questions and requests for additional information should be made in writing and no later than the questions deadline above and shall be directed to the Purchasing Agent via https://burlesontx.bonfirehub.com.

Any interpretations, corrections, clarifications, or changes to this Request for Proposals or specifications will be issued via addendum. Addenda will be posted at https://burlesontx.bonfirehub.com. It is the responsibility of the respondent to monitor the Bonfire website for addenda. Proposers shall acknowledge receipt of each addendum by submitting a signed copy with their proposal. Oral explanations will not be binding.

The City of Burleson reserves the right to reject any proposal in its sole discretion, for any reason or for no reason, and to waive defects in proposals. No officer or employee of the City of Burleson shall have a financial interest, direct or indirect, in this or any contract with the City of Burleson. Minority and small business vendors are encouraged to submit bids/proposals on applicable City solicitations.

https://burlesontx.bonfirehub.com/ https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZGVlNWJhZTUtMGE0Ni00OTA1LWE1M2ItN2FmN2I1ZDdlNWY0%40thread.v2/0?context=%7b%22Tid%22%3a%22a0cf182f-b5fe-4a3f-85e3-9d8669e5dc28%22%2c%22Oid%22%3a%2273988a7a-2891-4e46-961e-5d7edaf1783a%22%7d https://burlesontx.bonfirehub.com/ https://burlesontx.bonfirehub.com/

TABLE OF CONTENTS

Request for Proposals

1. Introduction ………………………………………………….. 2

2. Definitions …………………………………………………

3. General Information …………………………………………. 2

4. RFP Withdrawals and/or Amendments ………………………3

5. Proposal Submittal Requirements …………………………… 3

6. Proposal Evaluation and Contract Award …………………… 4

Appendix A – Scope of Services

1. Scope of Services Descriptions ……………………………… A-1-4

Appendix B – Proposal

1. Cover page for online submittals ………………………….… B-1

2. Required Proposal Information ……………………………... B-2-3

Appendix C – Standard Terms & Conditions

1. Terms & Conditions ………………………………………….C-1-5

City of Burleson RFP 2025-006 Sale of Real Property – 112 SE Gardens

1. Introduction

Project Overview: The City of Burleson (the “City”), is pleased to issue this Request for Proposals (“RFP”) to identify a qualified development team (“Developer”) to purchase and develop City-owned property at 112 SE Gardens Boulevard in Burleson, Johnson County, Texas (the “Property”). The subject site consists of approximately 2.4531 acres, legally described as Abstract 376, Tract 15B2 of the J W Henderson Survey in Burleson, Johnson County, Texas, and is being offered for a sale price of $500,000.

i. Project Description The City is seeking proposals from experienced developers to design, finance, construct, and manage a commercial flex development consisting of a minimum of five (5) buildings, each ranging in size from 2,500 to 6,000 square feet. Proposals should highlight the Developers experience with similar commercial or flex-space developments. Preference will be given to Developers who have demonstrated success in projects that support economic growth and contribute to vibrant community spaces.

The City envisions a high-quality development that blends functional design with visual appeal and maximizes the use of the 2.4531-acre parcel. Proposals should address site layout, building orientation, parking, landscaping, pedestrian access, and any shared amenities that may enhance the usability and long-term viability of the site.

The proposed commercial flex buildings should be compatible with surrounding land uses and contribute to the City’s broader economic development efforts. Developers are encouraged to propose creative approaches that balance market demand with the City’s desire for sustainable, attractive, and community-enhancing development.

2. Definitions

Proposal: The signed and executed submittal of the entirety of Appendix B – Proposal.

Proposer: The Proposer and the Proposer’s designated contact signing the first page of the Proposal.

City of Burleson (“City”): The City of Burleson, Texas.

Project: The name of this Request for Proposals as identified on the cover sheet and first page of Appendix A – Scope of Services.

Purchasing Agent: The City of Burleson Purchasing Agent is Andrea Anderson.

Phone: (817) 426-9847 E-Mail: purchasing@burlesontx.com

Request for Proposals (RFP): The entirety of this document, including all Appendices and Addenda.

3. General Information

A. Tax Exempt Status: City purchases are exempt from State Sales Tax and Federal Excise Tax. Do not include tax in the Proposal. City will furnish Excise Tax Exemption Certificate upon request.

B. Public Inspection of Proposals: The City strictly adheres to the Texas Public Information Act (Texas Government Code Chapter 552.001, et seq.) and all other governing statutes, regulations, and laws regarding the disclosure of RFP information. Proposals are not available for public inspection until after the contract award. If the Proposer has notified the City, in writing, that the Proposal contains trade secrets or confidential information, the City will generally take reasonable steps to prevent disclosure of such information, in accordance with the Public Information Act. This is a statement of general policy only, and in no event shall the City be liable for disclosure of such information by the City in response to a request, regardless of the City’s failure to take any such reasonable steps, even if the City is negligent in failing to do so.

C. Notification of Errors or Omissions: Proposers shall promptly notify the City of any omissions, ambiguity, inconsistency or error that they may discover upon examination of this RFP. The City shall not be responsible or liable for any errors and/or misrepresentation that result from the solicitations which are inadvertently incomplete, ambiguous, inconsistent or obviously erroneous.

D. Anti-Boycotting Provisions: Proposer acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate:

To the fullest extent required by Texas law, the Proposer verifies that: (1) It does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as defined in Texas Government Code § 2274.001, and that it will not during the term of the Contract discriminate against a firearm entity or firearm trade association; (2) It does not “boycott Israel” as that term is defined in Texas Government Code § 808.001 and 2271.001, and it will not boycott Israel during the term of the Contract; (3) It does not “boycott energy companies,” as those terms are defined in Texas Government Code §§ 809.001 and 2276.001, and it will not boycott energy companies during the term of the Contract; (4) It does not engage in scrutinized business operations with Sudan, Iran, or designated foreign terrorist organization as defined in Texas Government Code, Chapter 2270; and (5) It is not owned by or the majority of its stock or other ownership interest is held or controlled by i) individuals who are citizens of China, Iran, North Korea, Russia, or a designated country as defined by Texas Government Code § 2275.0101; or ii) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; nor is it headquartered in China, Iran, North Korea, Russia, or a designated country.

4. RFP Withdrawals and/or Amendments

A. RFP Withdrawal: The City reserves the right to withdraw this RFP in its sole discretion, for any reason or for no reason.

B. RFP Amendments: The City reserves the right to amend any aspect of this RFP by formal written addendum prior to the Proposal submittal deadline and will endeavor to notify all potential Proposers that have registered with the City, but failure to notify shall impose no obligation or liability on the City.

5. Proposal Submittal Requirements

A. Submittal Packet – Required Content: All proposals must be submitted electronically. The Proposer must visit https://burlesontx.bonfirehub.com/login and register. Once registered for this complimentary service, the Proposer may submit proposal documents electronically by selecting the appropriate proposal identification.

B. Submittal Deadline: It is the Proposer’s responsibility to have the Proposal Documents correctly electronically submitted by the submittal deadline. No extensions will be granted and no late submissions will be accepted.

C. Proposals Received Late: Proposers are encouraged to submit their Proposals as soon as possible. The time and date of receipt as recorded within the Bonfire electronic system shall be the official time of receipt. The City is not responsible for late submission regardless of the reason. Late Proposals will not be considered under any circumstances.

https://burlesontx.bonfirehub.com/login

D. Alterations or Withdrawals of Proposal Document: Any submitted Proposal may be withdrawn or a revised Proposal substituted prior to the submittal deadline. Proposal documents cannot be altered, amended or withdrawn by the Proposer after the submittal deadline, unless such alteration, amendment or withdrawal notice is approved in writing by the Purchasing Agent.

6. Proposal Evaluation and Contract Award

A. Proposal Evaluation and Contract Award Process:

The City will evaluate all Proposals to determine which Proposers are reasonably qualified for the award of the contract, applying the anticipated evaluation factors and the emphasis placed on each factor as identified in the Scope of Services. As part of the evaluation process, the City may develop a shortlist of the most qualified proposers and conduct interviews or request additional information to further assess their capabilities. Any costs associated with the interview process shall be the sole responsibility of the Proposer. The City may also, at its option, engage in discussions with or accept Proposal revisions from any Proposer deemed responsible, including those shortlisted for interviews.

The final determination of the most advantageous Proposal will be made in the best interest of the City.

Proposals should demonstrate a strong emphasis on and adherence to the Preferred Development Scenario. More details regarding the preferred scenario are included in Appendix A, Section 3.

B. Evaluation Criteria

A full description of each criterion is included in Appendix B.

Emphasis Criteria

35% Project Vision/Development Scenario

15% Qualifications & Experience

20% Financial Capacity

20% Project Cost/Benefit

10% Anticipated Project Timeline

100% Total

15 Possible Interview (additional points)

C. Contract Award

The Proposer selected by the City may enter into a development agreement provided by the City.

Prior to conveyance of the Property, the Proposer and City shall execute a contract of sale for the Property “as is, where is, and with all faults” and without any warranty, except for warranty of title by special warranty deed. The development agreement may require the Proposer to use the Property in a manner that primarily promotes a public purpose of the City relating to economic development and includes provisions under which the City is granted sufficient control to ensure that the public purpose is accomplished and the City receives the return benefit. Conveyance of the Property by the City will be made pursuant to Texas Local Gov’t Code Ch. 253 and/or Texas Tax Code Ch. 311.

The City’s Standard Terms & Conditions have been provided with this RFP. The Proposer must submit any objections to the Standard Terms & Conditions along with its Proposal.

D. Payment, Performance, and Maintenance Bonds: When payment, performance, and/or maintenance bonds are required, the successful Proposer must provide the necessary bonds in the specified amounts and conditions within fifteen (15) working days of award notification or as otherwise outlined in the specifications, when applicable. If applicable, the successful Proposer shall furnish payment, performance, or maintenance bonds in compliance with Texas Government Code Chapter 2253.

Bonding requirements will be determined based on the final development agreement.

E. Completeness: If the Proposal is incomplete or otherwise fails to conform to the requirements of the RFP, the City alone will determine whether the variance is so significant as to render the Proposal non-responsive, or whether the variance may be cured by the Proposer or waived by the City, such that the Proposal may be considered for award. A responsive proposer is one that submits a complete, sealed RFP packet by the stated deadline and in compliance with the specifications of this RFP. A responsible Proposer is one that meets the selection criteria and demonstrates the capability to successfully provide the required supplies, equipment, or services.

F. Ambiguity: Any ambiguity in the Proposal as a result of omission, error, lack of clarity or non-compliance by the Proposer with specifications, instructions and all conditions shall be construed in the favor of the City. In the event of a conflict between these standard RFP requirements and details provided in Appendix A – Scope of Services or Appendix B – Proposal, the Appendices shall prevail.

G. Additional Information: The City may request any other information necessary to determine Proposer’s ability to meet the minimum standards required by this RFP.

H. Partial Contract Award: The City reserves the right to award one contract for some or all the requirements proposed or award multiple contracts for various portions of the requirements to different Proposers in the City’s sole discretion, or to reject any and all Proposals and re-solicit for Proposals, as deemed to be in the best interest of the City, or for no reason.

I. Reserved.

J. Billing for Services; Payment: Successful Proposers are encouraged to register through the City’s Vendor Self Service portal to submit payment requests, invoices, and set up direct deposit prior to providing goods and/or services. Register and submit required documentation on the website at https://burlesontx.munisselfservice.com/vss/Vendors/default.aspx

K. Terminate for Cause: The occurrence of any one or more of the following events will justify termination of the development agreement by the City of Burleson for cause:

1. The successful Proposer fails to perform in accordance with the provisions of this RFP; or

2. The successful Proposer violates any of the provisions of this RFP; or

3. The successful Proposer disregards laws or regulations of any public body having jurisdiction over the Project; or

4. The successful Proposer transfers, assigns, or conveys any or all of its obligations or duties under the development agreement to another party(ies) without the written consent of the City.

https://burlesontx.munisselfservice.com/vss/Vendors/default.aspx

5. If one or more of the events identified in subparagraphs K.1 through K.4 occurs, the City may terminate the development agreement by giving the successful Proposer seven (7) days written notice. The successful Proposer shall not receive any payment on account of loss of anticipated profits or revenue or other economic loss resulting from such termination. This Section is made in addition to any other additional terms and conditions and termination provisions in the development agreement.

6. When the development agreement has been so terminated by the City, such termination shall not affect any rights or remedies of the City then existing or which may thereafter accrue.

A-1

Appendix A – Scope of Services

1. Project Overview

A. 112 SE Gardens – Commercial Flex Development

• The City is seeking proposals from experienced developers to design, finance, construct, and manage a commercial flex development consisting of a minimum of five (5) buildings, each ranging in size from 2,500 to 6,000 square feet. Proposals should highlight the Developers experience with similar commercial or flex-space developments. Preference will be given to Developers who have demonstrated success in projects that support economic growth and contribute to vibrant community spaces.

• The City envisions a high-quality development that blends functional design with visual appeal and maximizes the use of the 2.4531-acre parcel. Proposals should address site layout, building orientation, parking, landscaping, pedestrian access, and any shared amenities that may enhance the usability and long-term viability of the site.

• The proposed commercial flex buildings should be compatible with surrounding land uses and contribute to the City’s broader economic development efforts. Developers are encouraged to propose creative approaches that balance market demand with the City’s desire for sustainable, attractive, and community-enhancing development.

• The development agreement shall require the selected Proposer to adhere to the final plans approved by the City for the development of the Property and shall include a waiver in favor of the City as it relates to building products, materials, and methods under Texas Gov’t Code Ch. 3000

• City may consider any options that may not follow the desires above in the City’s sole discretion

2. Location & Parcel Maps

A. Site Map

A-2

B. Vicinity Map

A-3

C. Utilities Map

A-4

Appendix B – Proposal Submittal Checklist: (To determine validity of proposal)

______Appendix B (Pages B-1 through B-3) must be included in the proposal submittal

______Offeror Acknowledgement (Public Files in Bonfire)

______Conflict of Interest Questionnaire (Public Files in Bonfire)

______Form 1295 Certificate of Interested Party (Public Files in Bonfire)

______W9 (Public Files in Bonfire)

All proposals submitted to the City of Burleson shall include this page with the submitted Proposal.

RFP Number: RFP 2025-006 Project Title: Sale of Real Property Located at 112 SE Gardens Blvd.

Submittal Deadline: AUGUST 21, 2025 @ 3:00 PM (CST)

Submit Electronically* to:

https://burlesontx.bonfirehub.com/login

* Requires email account login and password.

Proposer Information:

Proposer’s Legal Name:

Address:

City, State & Zip

Federal Employers Identification Number #

Phone Number: Fax Number:

E-Mail Address:

Proposer Authorization

I, the undersigned, have the authority to execute this Proposal in its entirety as submitted and enter into a contract on behalf of the Proposer.

Printed Name and Position of Authorized Representative: ________________________________________

Signature of Authorized Representative: ____________________________________________

Signed this __________(day) of _________________________(month),________(year)

I learned of this Request for Proposals by the following means:

� Newspaper Advertisement

� Bonfire � Other

B-1

Appendix B – Proposal (continued)

1. REQUIRED PROPOSAL INFORMATION. IN ORDER FOR A PROPOSAL TO BE CONSIDERED

COMPLETE, AND TO BE EVALUATED FOR A CONTRACT AWARD OR DEVELOPMENT

AGREEMENT BY THE CITY, PROPOSER MUST SUBMIT ALL OF THE FOLLOWING

INFORMATION:

A. Project Vision/Development Scenario (35%)

This category will evaluate the Proposer’s vision and the Project’s alignment with the Preferred Development Scenario (Appendix A, Section 3) All proposals must include a project sketch detailing the proposed uses.

B. Qualifications and Experience (15%) This category evaluates the experience and expertise of the Proposer’s project team, including key personnel and any sub-consultants. Proposers should provide details on team composition, relevant experience, and key personnel credentials. At least three references for projects of similar scale and cost must be included, with a preference for government customers other than the City of Burleson who can verify the quality of service provided.

C. Financial Capacity (20%)

This category evaluates the Proposer’s ability to fund and sustain the Project. Proposals must include a demonstration of financial stability, details on financing strategy, and evidence of access to necessary capital, such as financial or bank statements, letters of credit, bonding capacity, surety letters, etc.

D. Project Cost & Benefit (20%)

This category will score the Project’s direct and indirect revenues while assessing the proposed costs. Proposals should include a breakdown of the space allocation by use and the corresponding estimated construction costs.

E. Anticipated Project Timeline (10%)

This category evaluates the Proposer’s ability to deliver the Project efficiently. Proposals should include a detailed timeline outlining key milestones such as design, permitting, construction, and occupancy. The schedule should demonstrate an understanding of approvals, phasing, and potential challenges while ensuring quality and adherence to City requirements.

2. Federal, State and/or Local Identification Information

A. Centralized Master Bidders List registration number: ______________________________.

B. Prime contractor HUB / MWBE registration number: ______________________________.

C. An individual Proposer acting as a sole proprietor must also enter the Proposer’s Social Security Number: #_______-_______-_______.

3. Emergency Business Services Contact Notice

During a natural disaster, or homeland security event, there may be a need for the City of Burleson to contact the Proposer. For this purpose, a primary and secondary emergency contact name and phone number are

B-2 required. It is critical the Proposer’s emergency contact information remains current. City shall be contacted by E-mail with any change to a contact name or phone number of these emergency contacts.

Business Name: _____________________________________________________________________

Contract #: _________________________________________________________________________

Description: ________________________________________________________________________

Primary Contact (Name):______________________________________________________________

Primary Contact Phone Numbers: Home: ___________________ Cell: ___________________

Secondary Contact (Name):____________________________________________________________

Secondary Contact Phone Numbers: Home: ____________________ Cell: ___________________

B-3

Appendix C – Standard Terms & Conditions

1. CONTRACT OR DEVELOPMENT AGREEMENT TERMS AND CONDITIONS. EXCEPT WHERE

PROPOSER MAKES SPECIFIC EXCEPTION IN THE SUBMITTED PROPOSAL, ANY

CONTRACT OR DEVELOPMENT AGREEMENT RESULTING FROM THIS RFP WILL

CONTAIN THE FOLLOWING TERMS AND CONDITIONS, WHICH PROPOSER HEREBY

ACKNOWLEDGES, AND TO WHICH PROPOSER AGREES BY SUBMITTING A PROPOSAL:

A. Delivery of Products and/or Services

i. Payment Terms: Unless otherwise specified in the Scope of Services or otherwise agreed to in writing by the City, payment terms for the City are Net 30 days upon receipt of invoice in accordance with the Texas Prompt Payment Act, Texas Gov’t Code Ch. 2251.

ii. Warranty of Products and Services: All products furnished under this contract, if any, shall be warranted to be merchantable and good quality and fit for the purposes intended as described in this Proposal, to the satisfaction of City and in accordance with the specifications, terms, and conditions of the Scope of Services, and all services performed shall be warranted to be of a good and workmanlike quality, in addition to, and not in lieu of, any other express written warranties provided.

iii. Late Delivery or Performance: If Proposer fails to deliver acceptable goods or services within the timeframes established in the time specified in writing by the City, the City shall be authorized to purchase the goods or services from another source and assess any increase in costs to the defaulting Proposer, who agrees to pay such costs within ten days of invoice.

iv. Title to Goods and Risk of Loss: For goods to be provided by Proposers hereunder, if any, the title and risk of loss of the goods shall not pass to City until City actually receives, takes possession, and accepts the goods and the installation of such goods, has tested the system, and determined that it is in good and acceptable working order.

B. Miscellaneous

i. Independent Contractor: Proposer agrees that Proposer and Proposer’s employees and agents have no employer-employee relationship with City. Proposer agrees that if Proposer is selected and awarded a contract, City shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, Federal or State unemployment taxes, income tax withholding, Workers Compensation Insurance payments, or any other insurance payments, nor will City furnish any medical or retirement benefits or any paid vacation or sick leave.

ii. Assignments: The rights and duties awarded the successful Proposer shall not be assigned to another party without the written consent of the Purchasing Agent. Such consent shall not relieve the assigner of liability in the event of default by the assignee.

iii. Liens: Proposer shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods, and services which may be provided to the City, if any, by Proposer or Proposer’s vendor(s), and if the City requests, a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City.

iv. Gratuities / Bribes: Proposer certifies that no bribes in the form of entertainment, gifts, or otherwise, were offered or given by the successful Proposer, or its agent or representative, to any City officer, employee or elected representative, with respect to this RFP or any contract with the City, and that if any such bribe is found to have been made this shall be grounds for voiding of the contract.

v. Financial Participation: Proposer certifies that it has not received compensation from the City to participate in preparing the specifications or RFP on which the Proposal is based and

C-1 acknowledges that this contract may be terminated and/or payment withheld if this certification is inaccurate.

vi. Authority to Submit Proposal and Enter Contract: The person signing on behalf of Proposer certifies that the signer has authority to submit the Proposal on behalf of the Proposer and to bind the Proposer to any resulting contract.

vii. Grant Limitations: Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision, and shall be subject to the availability and appropriation of funding in accordance with Texas law;

provided, however, the City agree during the term of this Agreement to appropriate funds to pay the grant for this Agreement. Further, City shall not be obligated to pay any lienholder, commercial bank, lender, or similar third-party Person or financial institution for any loan or credit agreement made by the Proposer.

viii. Governmental Functions and Immunities: The parties hereby acknowledge and agree that the City is entering into this Agreement pursuant to its governmental functions and that nothing contained in this Agreement shall be construed as constituting a waiver of police power, legislative power, or governmental immunity from suit or liability, which are expressly reserved to the extent allowed by law. To the extent a Court of competent jurisdiction determines that the City’s governmental immunity from suit or liability is waived in any manner, or that this Agreement is subject to the provisions of Chapter 271 of the Texas Local Gov’t Code, as amended, the City’s immunity from suit may be waived only as set forth in Subchapter I of Chapter 271, Texas Local Gov’t Code. Further, the parties agree that this Agreement is made subject to all applicable provisions of the Texas Civil Practice and Remedies Code, including but not limited to all defenses, limitations, and exceptions to the limited waiver of immunity from liability provided in Chapter 101 and Chapter 75.

ix. INDEMNIFICATION: CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY

ARISING FROM THE ACTS OR OMISSIONS OF THE PROPOSER OR ITS

CONTRACTORS PURSUANT TO THIS AGREEMENT. PROPOSER HEREBY

WAIVES ALL CLAIMS AGAINST CITY FOR DAMAGE TO ANY PROPERTY OR

INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM

ANY CAUSE ARISING FROM THE ACTS OR OMISSIONS OF THE PROPOSER

OR ITS CONTRACTORS PURSUANT TO THIS AGREEMENT. PROPOSER DOES

HEREBY INDEMNIFY AND SAVE HARMLESS THE CITY FROM AND AGAINST

ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING

COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION) AND

ACTIONS OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY

PERSON, OR DAMAGE TO OR LOSS OF PROPERTY ARISING FROM

PROPOSER’S BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT, OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF

PROPOSER, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES,

REPRESENTATIVES, CONTRACTORS, SUB-CONTRACTOR(S), LICENSEES,

SUCCESSORS OR PERMITTED ASSIGNS IN THE PERFORMANCE OF THIS

AGREEMENT, WITHOUT REGARD TO WHETHER SUCH PERSONS ARE

UNDER THE DIRECTION OF CITY, ITS AGENTS, OR EMPLOYEES.

x. Public Information: Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. In addition to the foregoing sentence, the City shall submit to the comptroller the information as required by Texas Local Gov’t Code Sec. 380.004, and any other information the comptroller considers

C-2 necessary to operate and update the database described by Section 403.0246, Government Code. Upon the City’s written request, the Proposer agrees to provide the City, within thirty

(30) days of the Proposer’s receipt of such request, access to contract documents, invoices, receipts, records, and reports to verify Proposer’s compliance with this Agreement.

xi. Mutual Assistance: The parties shall do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions.

xii. Representations and Warranties: Proposer represents and warrants to the City that it has the requisite authority to enter into this Agreement.

xiii. Section or Other Headings: Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

xiv. Entire Agreement: This Agreement contains the entire agreement between the parties with respect to the transaction contemplated herein.

xv. Amendment: This Agreement may only be amended, altered, or revoked by written instrument signed by the parties.

xvi. Interpretation: Regardless of the actual drafter of this Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more strongly for or against any party.

xvii. Applicable Law/Venue: The substantive laws of the State of Texas (and not its conflicts of law principles) govern all matters arising out of, or relating to, this Agreement and all of the transactions it contemplates, including without limitation its validity, interpretation, construction, performance and enforcement. Mandatory and exclusive venue for any action arising out of, or relating to, this Agreement must be in a court of competent jurisdiction in Johnson County, Texas.

xviii. Severability: In the event any provision of this Agreement is ruled illegal, invalid, or unenforceable by any court of proper jurisdiction, under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each clause or provision that is found to be illegal, invalid, or unenforceable a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable.

xix. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument.

xx. No Joint Venture: The provisions of this Agreement are not intended to create, nor will they be in any way interpreted or construed to create a joint venture, partnership, or any other similar relationship between the parties.

xxi. Attorney’s Fees: If either party employs an attorney or attorneys to enforce any of the provisions hereof, or to recover damages for the breach of this Agreement, the non-prevailing party in any final judgment or award agrees to pay the other party all reasonable costs, charges and expenses, including reasonable attorneys’ fees and costs of court, expended or incurred in connection therewith.

xxii. Undocumented Workers: Proposer covenants and certifies that it does not and will not knowingly employ an undocumented worker as that term is defined by Section 2264.001(4) of the Texas Government Code. In accordance with Section 2264.052 of the Texas Government Code, if Proposer is convicted of a violation under 8 U.S.C. Section 1324a (f), Proposer shall repay to the City the full amount of all payments made under this Agreement, C-3 plus ten percent (10%) interest per annum from the date such payment was made until the date of full repayment. Repayment shall be paid within one hundred twenty (120) days after the date Proposer receives a notice of violation from the City.

xxiii. Form 1295: Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Proposer; and, neither the City nor its consultants have verified such information.

xxiv. Regulations Regarding Building Products, Materials, or Methods: In consideration for the mutual covenants and conditions contained herein and pursuant to §3000.002(d) of the Texas Gov’t Code, Proposer voluntarily consents to the application of all City rules, charter provisions, ordinances, orders, building codes, and other regulations existing as of the Effective Date, including the Zoning District (the “Regulations”) that govern the use or installation of a building product or material in the construction, renovation, maintenance, or other alteration of a residential or commercial building on the Property, regardless of whether a different building product or material is approved for use by a national model code published within the last three code cycles that applies to the construction, renovation, maintenance, or other alteration of the building. In addition, Proposer voluntarily consents to the application of the Regulations that establish a standard for a building product, material, or aesthetic method in construction, renovation, maintenance, or other alteration of a residential or commercial building, regardless of whether the standard is more stringent than a standard for the product, material, or aesthetic method under a national model code published within the last three code cycles that applies to the construction, renovation, maintenance, or other alteration of the building.

2. Financial Responsibility Provisions

A. Insurance: The Proposer, consistent with its status as an independent contractor, shall carry, and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise specified) as City may require:

i. Worker’s Compensation and Employer’s Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas;

ii. Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations/Products Liability, Premises Liability, Medical Payments, Interest of Employees as additional insureds, and Broad Form General Liability Endorsements, for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage on an occurrence basis;

iii. Comprehensive Automobile Liability insurance covering all owned, non-owned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage.

iv. Waiver of Subrogation Rights. The Commercial General Liability, Worker’s Compensation, Comprehensive Auto Liability, and any excess liability insurance shall provide for waivers of all rights of subrogation against the City.

v. Additional Insured Status. With the exception of Worker’s Compensation Insurance, all insurance required pursuant to this Agreement shall include and name the City as additional

C-4 insureds using Additional Insured Endorsements that provide the most comprehensive coverage to the City under Texas law including products/completed operations.

B. Term of Contract and Option to Extend

i. Any contract or development agreement resulting from this RFP shall be effective until the completion of the Project, except when otherwise provided in the contract or development agreement. Additionally, as part of the City’s commitment to economic development, this Project may benefit from a Chapter 380 Agreement, which provides economic incentives to support high-quality development.

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