ESBD_368867_1721852438176_RFQ-2024-020 - Public Art Mural.pdf

RFQ-2024-020

Public Art Mural

Request for Qualifications (RFQ) for

PUBLIC ART MURAL

RFQ-2024-020

Issued: July 24, 2024

QUALIFICATION SUBMISSION DEADLINE:

****** August 30, 2024 by 12 P.M. Local Time *******

NO LATE QUALIFICATIONS SHALL BE ACCEPTED

RESPONSES SHALL BE DELIVERED TO:

CITY OF DESOTO PURCHASING DEPARTMENT

City of DeSoto 211 E. Pleasant Run Road DeSoto, Texas 75115

RESPONSES SHALL BE MAILED TO:

CITY OF DESOTO PURCHASING DEPARTMENT

City of DeSoto 211 E. Pleasant Run Road DeSoto, Texas 75115

PRE-SUBMITTAL CONFERENCE & SITE

VISIT WILL BE HELD:

August 16, 2024 at 12:00 P.M. (Local Time) City Hall, City Council Conference Room 211 E. Pleasant Run Road DeSoto, Texas 75115 (Virtual is not an option – In Person Only)

ELECTRONIC RESPONSES SHALL BE

SUBMITTED TO:

http://www.publicpurchase.com/desoto,tx

NAME AND ADDRESS OF ARTIST

SUBMITTING QUALIFICATION:

Contact Person: __________________________

Title: ___________________________________

Phone: ( )__________ Fax: ( )__________

Email: __________________________________

Signature: _______________________________

Printed Name: ___________________________

FOR ADDITIONAL INFORMATION

REGARDING THIS BID PLEASE CONTACT:

procurement@desototexas.gov

RETURN THIS COVER SHEET WITH

RESPONSE TO:

Purchasing Department City of DeSoto 211 E. Pleasant Run Road DeSoto, Texas 75115-3939

Acknowledgment of Addenda: #1 _______ #2 _______ #3 _______ #4 _______ #5 _______

Request for Qualifications

The City of DeSoto is thrilled to announce an exciting opportunity for artists to contribute to the vibrant cultural landscape of our community. We are seeking talented and innovative artists to create inspiring and engaging public works of art that will enhance the beauty and character of our city.

Vendors must submit qualifications by August 30, 2024 by 12 p.m. (local time).

1.0 SUBMISSION OF QUALIFICATIONS

1.1 Vendors may submit either a physical submission or an electronic submission in response to the solicitation.

1.2 Electronic responses shall be signed and submitted with all Qualification documents on www.publicpurchase.com.

1.3 For all physical submissions, one (1) original and one (1) USB flash-drive of all Qualification documents shall be submitted in sealed packages. Proposer’s name and address should be marked on the outside of the envelope. Facsimile transmittals or offers communicated by telephone will not be accepted or considered.

Qualification information that is not submitted in sealed packages will not be considered.

1.4 Mail or Deliver Sealed Responses to the Following Address:

City of DeSoto Purchasing Department 211 E. Pleasant Run Road DeSoto, Texas 75115

2.0 DELIVERY OF QUALIFICATIONS

Qualifications must be received in the City of DeSoto’s Purchasing Department no later than 12 p.m., August 30, 2024. The submitting Proposer is responsible for the means of delivering the qualifications to the location listed in paragraph 1.2 on time. Delays due to any instrumentality used to transmit the Qualifications including delay occasioned by the Proposer or the City of DeSoto’s internal mailing system will be the responsibility of the Proposer. Qualifications must be completed and delivered in sufficient time to avoid disqualification for lateness due to difficulties in delivery. The time and date recorded in City of DeSoto Purchasing Department is the official clock for determining whether submittals are submitted timely. Late Qualification documents will not be accepted under any circumstances.

3.0 PROJECT OVERVIEW

3.1 The City of DeSoto Arts Commission is seeking to commission an artist or artist team to design and produce an original mural to be sited in the Atrium of the Corner Theatre inside DeSoto Town Center located at 207 E Pleasant Run Road. The wall, seen in “Attachment A”, measures approximately 918 square feet. In alignment with the city's branding initiative, “So Much To Love,” this mural project aims to celebrate the community's unique character and enhance the visual appeal of the public space.

3.2 “So Much To Love,” serves as a powerful slogan for the City of DeSoto, Texas, capturing the unique characteristics that make the city stand out. It serves as a unifying message that highlights the spirit of DeSoto and reinforces its appeal to residents, businesses, and visitors.

3.3 Considering the theme: “So Much To Love”: selected artists should have the capacity to create an interpretive experience through a series of visual elements that can include but are not limited to representational imagery. Elements of the project should remind visitors of how much there is to love in DeSoto.

3.4 Interested artists are encouraged to approach this project with the public in mind and present a general uplifting of humanity while celebrating the possibilities of arts transformative powers in a small town where there is ‘So Much To Love!

Short-listed artists should consider how community engagement can be included as a pivotal aspect of what is represented in the final installation. Interested artists should have the ability to create work in a realistic style and could also incorporate aspects of surrealism and abstraction.

4.0 SCOPE OF WORK

4.1 Context

4.1.1 The City of DeSoto’s new branding “So Much To Love,” serves as a powerful and resonant branding slogan for the City of DeSoto, Texas, capturing the unique characteristics and appealing aspects that make the city stand out. In essence, "So Much To Love" serves as a unifying and positive message, capturing the spirit of DeSoto and reinforcing its appeal to residents, businesses, and visitors alike. It aligns with the City's values, promotes a positive image, and contributes to the overall growth and prosperity of the community. Please keep this in mind when responding to the RFQ.

4.1.2 Support for the City of DeSoto’s “So Much To Love” project recognizes the importance of providing residents and visitors access to quality artistic experiences in the public sphere. Artwork(s) could function to elevate public interest and create a sense of pride for the city.

4.1.3 “Public art serves as a powerful force for change, transforming the urban landscape into a canvas for societal expression and reflection. Artists and their collaborators create artsworks that became catalysts for community engagement, fostering a sense of collective identity and shared experience, making our cities aesthetically vibrant and joyous.” - Barbara Tober

4.2 Project Details

• Theme: So Much To Love

• Medium: Mural

• Location: Atrium inside of the Corner Theatre

4.3 Eligibility

4.3.1 This RFQ is open to professional artists or teams (ages 18 and older) residing in North Texas as defined by the North Central Texas Council of Governments and are legally qualified to work in the US. Artists must have demonstrated experience in public art mural commissions within the last ten years. Submissions not meeting eligibility requirements will not be considered.

4.4 Timeline

• Submission deadline……………….. August 30, 2024

• Short-listed artists notified…………. September 15, 2024

• Selected Artist under contract……… October 2024

• Target Installation/dedication……… December 2024

4.5 Artist’s Responsibility

4.5.1 Selected artist(s) or artist team will be expected to work with City Staff or their designees to develop and implement the specifications and details of the Mural art project. Including the following:

• Developing the final concept design qualification inclusive of descriptive narrative, project budget, and project timeline

• Selecting appropriate materials for the site and artwork project

• Attending meetings with community stakeholders as necessary

(virtual or in person)

• Obtaining all required permits

• Maintaining appropriate general liability insurance naming the

City of DeSoto as an additional insured throughout the term of the contract.

• Site access and Working on-site

• Providing detailed instructions for long-term care and maintenance of the artwork, installation and related components

• Providing detailed documentation on colors and other custom details

4.5.2 The final qualification shall be suitable for all ages.

4.5.3 Let your creativity flourish and leave a lasting impact on the City of DeSoto through your artistic vision. We look forward to receiving your qualifications and working together to enhance the public spaces in our community!

4.5.4 Thank you for your interest in contributing to the artistic legacy of the City of DeSoto.

5.0 SUBMISSION REQUIREMENTS

5.1 Qualification submissions should be submitted as a PDF file formatted to be easily printed on standard 8.5 x11 paper. Responses should be organized as follows:

1. Cover Sheet: Artist (s) contact information (Name(s), mailing address, telephone number and email).

2. Credentials: CV/Resume (limit 2 pages)

3. Three Professional References: Names, phone numbers and email addresses

4. Interest Statement (up to 1 page): Details on relevant experience and a general approach to the project.

5. Images of Previous Works: (up to 10 images, one per page)

6. Annotated Image List: Brief descriptions each with title, date of completion, location, materials and art budget. For team application, please specify the lead artist for each project.

5.2 Deadline to submit qualifications is August 30, 2024. Submissions received after the deadline will be considered late and will not be viewed.

5.3 DO NOT SUBMIT IMAGES OF INCOMPLETE PROJECTS, PRELIMINARY

SKETCHES, OR QUALIFICATION IDEAS FOR THIS PROJECT

6.0 CLARIFICATIONS AND ISSUANCE OF ADDENDA

6.1 Any explanation, clarification, or interpretation desired by a Vendor regarding any part of this solicitation must be requested from the Purchasing Department.

6.2 If the City, in its sole discretion, determines that a clarification is required, such clarification shall be issued in writing. Interpretations, corrections or changes to the solicitation made in any other manner other than writing are not binding upon the City, and Proposers shall not rely upon such interpretations, corrections or changes.

Oral explanations or instructions given before the award of the Contract are not binding.

6.3 Requests for explanations or clarifications should be submitted via PublicPurchase.com or emailed to procurement@desototexas.gov. Emails must clearly identify the solicitation Number and Title.

6.4 Any interpretations, corrections or changes to this solicitation will be made by addendum. Sole issuing authority of addenda shall be vested in the City of DeSoto Purchasing Department. Proposers shall acknowledge receipt of all addenda within the responses.

7.0 QUALIFICATION EVALUATION PROCESS

7.1 A three to five-person selection panel consisting of representatives from the DeSoto Arts Commission, community members, and arts professionals will review all eligible submissions.

7.2 Up to three artists will be short-listed by the selection panel. Short-listed artists will be asked to develop a concept design proposal and compensated a stipend of $150.00 upon presentation of their completed concept design proposal. Concept

Design Proposal shall include: a concept narrative explaining the general context and approach of the artist’s idea, draft budget, timeline, and a scaled visual representation of the artwork concept that could be a drawing, painting or digital rendering.

7.3 The selection panel will review each short-listed artists’ completed concept design proposal and choose one artist to award the commission. Short-listed artists will be strongly encouraged to review all aspects of the site prior to submitting a final concept design proposal. Determination for a site visit has not yet been established.

7.4 The final proposal will need to be suitable for all ages.

8.0 QUALIFICATION EVALUATION FACTORS

The panel will evaluate responses based on the evaluation criteria:

8.1 Evaluation Criteria

• Quality and Aesthetics of Past Work – 40 Points Available

• Experience with Public Art Projects of a Similar Size and Scope – 30 Points

Available

• Creativity and Innovation of Concepts and Ideas – 15 Points Available

• Ability to Communicate Concepts and Ideas – 10 Points Available

• Demonstrated Experience Working with Communities – 5 Points Available

9.0 AWARD OF CONTRACT

9.1 It is understood that the City reserves the right to request additional information, waive immaterial errors or omissions, to accept or reject any and all Proposals, or to re-solicit for Proposals, as it shall deem to be in the best interests of the City of DeSoto. Receipt and consideration of any Proposals shall under no circumstances obligate the City of DeSoto to accept any Proposals. If an award of contract is made, it shall be made to the responsible Proposer whose Proposal is determined to be in the best interests of the City of DeSoto.

9.2 The City reserves the right to award a single contract or multiple contracts by section listed in the Scope of Work.

9.3 Tentative Schedule of Events

RFQ Release Date-------------------------------------July 24, 2024 Pre-Submittal Conference----------------------------August 16, 2024 at 11:00 A.M.

Deadline for Questions-------------------------------August 23, 2024 Proposals Due Date-----------------------------------August 30, 2024 by 12:00 P.M.

10.0 TAX EXEMPTION

The City of DeSoto is exempt from Federal Excise and State Sale Tax; therefore, tax must not be included in any contract that may be awarded from this solicitation.

11.0 CONTRACT INCORPORATION

The contract documents shall include the City’s Contract (sample service contract form provided as Attachment “H”) and such other terms and conditions as the parties may agree.

12.0 CONFLICT OF INTEREST

No public official shall have interest in this contract, in accordance with Vernon’s Texas Codes Annotated, Local Government Code Title 5, Subtitled C., Chapter 171.

13.0 CERTIFICATE OF INTERESTED PARTIES FORM 1295

The successful proposer is required to complete online and notarize the Certificate of Interested Parties Form 1295 and the form must be submitted to the Purchasing contact listed in the solicitation if the purchase/contact will be presented to the City Council. The form is completed at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

ATTACHMENT “A”

MURAL SPACE

ATTACHMENT “B”

OFFICIAL QUALIFICATION FORM AND CERTIFICATION

FOR THE CITY OF DESOTO, TEXAS

This certification must be submitted with the Qualification.

Honorable Mayor and City Council Members:

The undersigned hereby proposes to furnish and deliver FOB destination point as listed on individual Purchase Orders:

The line items listed in accordance with the Net Prices and other conditions shown herein, and in accordance with the City’s Specifications and General Terms and Condition Specifications. When issued, Letters of Clarification shall automatically become part of this Qualification document and shall supersede any previous specifications or provisions in conflict with the Letters of Clarification. It is the responsibility of the Proposer to ensure that it has obtained such letters. By submitting a Qualification on this project, Proposer shall be deemed to have received all Letters of Clarification and to have incorporated them into its Qualification. THE MANUFACTURER’S

NAME, PRODUCT NAME AND PRODUCT NUMBER SHOULD BE DESIGNATED IN

OFFERER’S NOTES.

The City may accept this Qualification offer by issuance of a Notice of Award Letter and/or a Purchase Order covering award of said Qualification to this Proposer at any time on or before the 120th day following the day this Official Qualification Form is opened by the City. This offer shall be irrevocable for 120 days after Qualification opening, or for 90 days after City Council awards the Qualification, whichever comes last, but this period may be extended by written agreement of the parties.

THIS PROPOSER IS AND REPRESENTS THAT IT IS AN EQUAL OPPORTUNITY

EMPLOYER

The undersigned hereby offers to furnish and deliver the goods and/or services as specified at the prices and terms herein stated and in accordance with the Invitation to Qualification, Clarification Letters, and General Terms and Condition Specifications, all of which are made a part of this offer.

All pages of The City of DeSoto’s form, including but not limited to the General Terms and Conditions, Specifications and page one of this Qualification invitation are incorporated by reference into this Qualification for all purposes.

NOTICE TO ALL NEW CONTRACTORS WHO HAVE NOT

CONDUCTED BUSINESS WITH THE CITY OF DESOTO

FEDERAL FORM W9 REQUIREMENT:

The “Request for Taxpayer Identification Number and Certification” Federal Form W-9 should be filled out and returned with your Qualification. This form is available from any Federal Office or from The City of DeSoto Finance Office and has not been included as part of this Qualification package. The form should be mailed to The City of DeSoto, Purchasing Department, 211 East Pleasant Run Rd. DeSoto, TX 75115.

This form is REQUIRED to be on file BEFORE we can conduct any business with any Contractor. Submitting this form will assist us in setting your company up as a certified Contractor of The City of DeSoto.

PROPOSERS CERTIFICATION:

I, the undersigned, by signing the following statement agree that I have read and understand all of the terms and conditions, specifications, and requirements contained on each page of this Invitation to Qualification. I also understand that if this Qualification is accepted by The City of DeSoto that all of the terms and conditions, specifications, and requirements submitted in my Qualification and any additions, changes, or deletions made during negotiations will be made a part of this Qualification under a binding contract between my company and The City of DeSoto, Texas. I also certify that this Qualification is made without previous understanding, agreement, or connection with any person, firm, or corporation making a qualification for the same materials, and is in all fair and without collusion or fraud:

OUR company is a (Check One):

Corporation ___(The Qualification MUST be signed by an Officer of the company) Partnership ___(The Qualification MUST be signed by a General Partner) Joint Venture ___(The Qualification MUST be signed by an Officer of the company) Sole Proprietor ___(The Qualification MUST be signed by the Owner)

Is the company a small, minority, or woman-owned business enterprise?

MBE ___ WBE ___ SBE ___

Has the company been certified as a SMWBE by any governmental agency?

Yes ___ No ___

If yes, specify the governmental agency: _________________________________ Date of certification: _______________________

ADDENDUMS:

The Proposer acknowledges receipt of the following Addenda: (If you have not received any

Addenda then write NONE across the blanks). If you have received Addenda then write beside the appropriate Addenda number the date received. ALL ADDENDA RECEIVED SHOULD BE

ATTACHED TO THE QUALIFICATION.

ADDENDUM # 1 _______________________________________________________

ADDENDUM # 2 _______________________________________________________

ADDENDUM # 3 _______________________________________________________

COMPANY NAME: __________________________________

COMPANY ADDRESS: __________________________________

CITY/STATE/ZIP: __________________________________

COMPANY REPRESENTATIVE

NAME: ____________________________________________________

TELEPHONE #:_________________________ FAX#:___________________

EMAIL: ___________________________________________________

SIGNATURE: ______________________________________________

DATE: ____________________________________________________

ATTACHMENT “C”

HB 89 Form

Effective September 1, 2017, House Bill 89 Prohibition on Contracts with Companies Boycotting Israel states that a state agency and a political subdivision (which includes a city) may not enter a contract with a company for goods or services unless the contract contains a written verification from the company that; (i) it does not Boycott Israel; and (ii) will not Boycott Israel during the term of the contract.

“Boycott Israel” is defined to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

“Company” is defined to mean a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit.

To Be Completed By Contractor:

“I, __________________(Name of certifying official), the ____________ (title or position of certifying official) of __________________(name of company), does hereby verify on behalf of said company to the City that said company does not Boycott Israel and will not Boycott Israel (as that term is defined in Texas Government Code Section 808.001) during the term of this contract.

Signature of Certifying Official

Title:

Date:

ATTACHMENT “D”

CONFLICT OF INTEREST DISCLOSURE REQUIREMENT

Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of DeSoto) must disclose in the Questionnaire Form CIQ (“Questionnaire”) the person’s affiliation or business relationship that might cause a conflict of interest with the local governmental entity.

Bylaw, the Questionnaire must be filed with the DeSoto City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a Request for Qualifications or qualifications, correspondence, or another writing related to a potential Contract with the City. Updated Questionnaires must be filed in conformance with Chapter 176.

A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf.

Questions about compliance shall be directed to the bidder’s or proposer’s own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.

http://www.ethics.state.tx.us/forms/CIQ.pdf

ATTACHMENT “E”

BUSINESS INFORMATION FORM

Complete Legal Name of Business

(Address) ___________________________________________________________

(City/State/ZIP) _______________________________________________________

Form of Business Entity (check one)

( ) Texas corporation ( ) Texas non-profit corporation ( ) Out-of-State corporation ( ) Texas professional corporation ______________________state of incorporation (check one) _______profit _______non-profit ( ) Texas general partnership ( ) Texas limited partnership ( ) Out-of-State partnership ______________________state where partnership is legally registered

( ) Individual doing business as ______________________________________ ( ) Texas limited liability company ( ) Other (describe) ________________________________________________

List the full name of each Officer of the Company:

PRESIDENT:

VICE PRESIDENT:

SECRETARY:

TREASURER:

Who is legally authorized to sign and execute contracts?___________________

Who, if anyone, is required to witness contract signatures?_________________________

ATTACHMENT “F”

CITY OF DESOTO

INSURANCE REQUIREMENT AFFIDAVIT

I, the undersigned Agent/Broker, reviewed the insurance requirement contained in this qualification document. If the Proposer shown below is awarded this contract by the City of Desoto, I will be able to, within fifteen (15) days of notification of such award, furnish a valid insurance certificate to the City of Desoto meeting all of the insurance requirements in this qualification.

Insurance Coverage Reviewed:

Agent’s Name:

Agency Name:

Address:

City/State/ZIP:

Telephone No: ( ) Fax No: ( )

Proposer’s Name and Company:

Qualification No. and Title:

Insurance Agent/Broker Signature: Date:

If the above fifteen-day requirement is not met, the City of DeSoto has the right to reject this qualification and award the contract to the next lowest proposer meeting specifications. If you have any questions concerning these requirements, please contact the Buyer (972) 230-9685.

Proposer’s Signature: Date:

To Be Completed By Insurance Agent/Broker and Responder

By submitting a qualification and signing below I affirm the following: I am aware of all costs to provide the required insurance, will do so pending contract award, and will provide a valid insurance certificate meeting all requirements within fifteen days of notification of award.

ATTACHMENT “G”

DRUG-FREE WORKPLACE CERTIFICATION

The _________________________(company name) will provide a Drug Free Work Place in compliance with the Drug Free Work Place Act of 1988. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited on the premise of the __________________ (company name) or any of its facilities. Any employee who violates this prohibition will be subject to disciplinary action up to and including termination. All employees, as a condition of employment, will comply with this policy.

CERTIFICATION REGARDING DRUG-FREE WORKPLACE

The undersigned Subcontractor certifies it will provide a drug-free workplace by:

Publishing a policy statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the consequences of any such action by an employee;

Establishing an ongoing drug-free awareness program to inform employees of the dangers of drug abuse in the workplace, the Subcontractor’s policy of maintaining a drug-free workplace, the availability of counseling, rehabilitation and employee assistance programs, and the penalties that may be imposed on employees for drug violations in the workplace;

Providing each employee with a copy of the Subcontractor’s policy statement;

Notifying the employees in the Subcontractor’s policy statement that as a condition of employment under this subcontract, employees shall abide by the terms of the policy statement and notifying the Subcontractor in writing within five days after any conviction for a violation by the employee of a criminal drug abuse statue in the workplace;

Notifying the City within ten (10) days of the Subcontractor’s receipt of a notice of a conviction of any employee; and, Taking appropriate personnel action against an employee convicted of violating a criminal drug statue or requires such employee to participate in a drug abuse assistance or rehabilitation program.

Name of Organization/Contractor(s):

Signature of Authorized Representative:

Date:

ATTACHMENT “H”

QUALIFICATIONS AND REFERENCE SHEET

Please Complete and Return this Form with the Bid

The Contractor shall furnish, the following information, for at least five (5) recent references to whom products and/or services have been provided that are similar to those required by this solicitation.

1. Company’s Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( )

2. Company’s Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( )

3. Company’s Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( )

4. Company’s Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( )

5. Company’s Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( )

ATTACHMENT “I”

DESOTO SERVICE CONTRACT FORM

STATE OF TEXAS §

§ AGREEMENT FOR CONTRACTOR SERVICES

COUNTY OF DALLAS §

This Agreement for Contractor Services (“Agreement”) is made by and between the City of DeSoto, Texas (“City”) and ______________________________ (“Contractor”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives.

RECITALS:

WHEREAS, the City desires to engage the services of Contractor as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor desires to render services [brief description of services], as more fully described in Exhibit “A” attached hereto and made a part herein by reference, and in accordance with the terms and conditions set forth in this Agreement; and

NOW THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

Article I Term

1.1 The Term of this Agreement shall commence on the last date of execution hereof (the “Effective Date) and shall continue until completion of services.

1.2 Either Patty may terminate this Agreement by giving thirty (30) days prior written notice to the other Party. In the event of such termination, the Company shall be entitled to compensation for any services completed to the reasonable satisfaction of the City in accordance with this Agreement prior to such termination.

Article II Contract Documents

2.1. This Agreement consists of the following items:

(a) This Agreement; and

(b) Scope of Services provided by Contractor (attached as Exhibit “A”).

2.2 In the event there exists a conflict in interpretation, the documents shall control in the order listed above. These documents shall be referred to collectively as “Contract Documents.”

Article III Scope of Services

The Parties agree that Contractor shall perform the services specifically set forth under

Exhibit “A”.

Article IV Schedule of Work

Contractor agrees to commence services upon a Notice to Proceed from the City and to perform the required services in accordance with a schedule mutually agreed upon by the City and Contractor. Any work performed or expenses incurred by Contractor prior to Contractor's receipt of a Notice to Proceed from the City shall be entirely at Contractor's own risk.

Article V

Compensation

5.1 City shall compensate Contractor in the amount set forth in Exhibit “A” for the Term of this Agreement.

5.2 City shall pay Contractor within thirty (30) days after completion of the Project and City’s approval and acceptance of the work performed by Contractor on the Project. Contractor must submit a proper invoice with no errors or discrepancies and that all work noted on the invoice has been completed. Any errors, discrepancies or the invoicing of work not completed may result in a delay in payment.

5.3 Contractor shall be responsible for all expenses related to the services provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile charges, reproduction charges, and telephone, internet and e-mail charges.

Article VI Devotion of Time; Personnel; and Equipment

6.1 Contractor shall devote such time as reasonably necessary for the satisfactory performance of the work under this Agreement. Should City require additional services not included under this Agreement, Contractor shall make reasonable efforts to provide such additional services at mutually agreed charges or rates, and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement.

6.2 To the extent reasonably necessary for Contractor to perform the services under this Agreement, Contractor shall be authorized to engage the services of any agents, assistants, persons, or corporations that Contractor may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by Contractor.

6.3 Contractor shall furnish the facilities, equipment, telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein.

Article VII Relationship of Parties/Independent Contractor

It is understood and agreed by and between the Parties that in satisfying the conditions of this Agreement, Contractor is acting independently, and that the City assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Contractor pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of the City. Contractor shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement. As such, the City shall not: train Contractor, require Contractor to complete regular oral or written reports, require Contractor devote its full-time services to the City, or dictate Contractor’s sequence of work or location at which Contractor performs its work.

Article VIII Suspension of Work

The City shall have the right to immediately suspend work by Contractor if City determines in its sole discretion that Contractor has, or will fail to perform, in accordance with this Agreement.

In such event, any payments due Company shall be suspended until Contractor has taken satisfactory corrective action.

Article IX Availability of Funds

If monies are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, this Agreement shall be canceled and Contractor may only be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of services delivered under this Agreement or which are otherwise not recoverable.

The cost of cancellation may be paid from any appropriations for such purposes.

Article X Insurance

Contractor shall provide and maintain for the duration of this Agreement, and for the benefit of the City (naming the City and its officers, agents and employees as additional insureds), insurance coverage in full force and effect as set forth in Exhibit “B”. Contractor shall provide a signed Certificate of Insurance verifying that Contractor has obtained the required insurance coverage for the City prior to the Effective Date of this Agreement.

Article XI Indemnification

11.1 CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR

INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY

ARISING FROM THE SERVICES OF CONTRACTOR PURSUANT TO THIS

AGREEMENT. CONTRACTOR HEREBY WAIVES ALL CLAIMS AGAINST THE

CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY

REFERRED TO IN THIS SECTION AS "THE CITY") FOR DAMAGE TO ANY

PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY

TIME AND FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL

MISCONDUCT OF THE CITY. CONTRACTOR AGREES TO 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

BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO

OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY THE CONTRACTOR'S

NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR

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

ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES,

REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,

SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY,

CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR

ARE ATTRIBUTED TO SOLE NEGLIGENCE OF THE CITY). IF ANY ACTION

OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN

CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONTRACTOR, ON

NOTICE FROM THE CITY, SHALL DEFEND SUCH ACTION OR PROCEEDINGS

AT CONTRACTOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY

SATISFACTORY TO THE CITY. CONTRACTOR'S OBLIGATIONS UNDER THIS

SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF

INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY

CONTRACTOR UNDER THIS AGREEMENT. THIS PROVISION SHALL

SURVIVE THE TERMINATION OF THIS AGREEMENT.

11.2 ADDITIONALLY, CONTRACTOR SHALL HOLD HARMLESS, DEFEND

AND INDEMNIFY THE CITY OF DESOTO, ITS ELECTED OFFICIALS, MANAGERS,

EMPLOYEES, AGENTS AND ASSIGNS (COLLECTIVELY REFERRED TO IN THIS

SECTION AS "CITY") FROM ANY LOSS OF ANY KIND BASED ON A CLAIM THAT

THE WORK PERFORMED, OR PRODUCTS PROVIDED HEREUNDER, INCLUDING

MATERIAL(S) OR ANY PART THEREOF, CONSTITUTES INFRINGEMENT OF ANY

PATENT, TRADEMARK, TRADE-NAME, COPYRIGHT, TRADE SECRET, OR OTHER

INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING BUT NOT LIMITED TO

CLAIMS ARISING OUT OF THE MANUFACTURE, SALE OR USE OF SUCH WORK,

PRODUCTS OR MATERIALS. SUCH INDEMNIFICATION SHALL INCLUDE ALL

DAMAGES AND COSTS INCURRED BY CITY AS THE RESULT OF THE CLAIM,

INCLUDING ATTORNEY FEES AND EXPERT WITNESS FEES. CONTRACTOR

FURTHER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY, ITS

ELECTED OFFICIALS, MANAGERS, EMPLOYEES, AGENTS AND ASSIGNS, FROM

AND AGAINST ANY DEMAND FOR PAYMENT FOR THE USE OF ANY PATENTED

MATERIAL, PROCESS, DEVICE, ARTICLE, TRADEMARK, TRADE- NAME,

COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY

INFRINGEMENT THAT MAY RESULT FROM THE WORK OR MATERIALS

COVERED BY THIS AGREEMENT. PROVIDED, THE FOREGOING INDEMNITY

SHALL NOT APPLY IF THE CLAIM RESULTS FROM DELIVERABLES THAT AS

FURNISHED BY CONTRACTOR TO CITY DO NOT INFRINGE UPON ANY U.S.

LETTERS PATENT OR COPYRIGHT AND (1) CITY'S ALTERATION OF A

DELIVERABLE, SUCH THAT SAID DELIVERABLE IN ITS ALTERED FORM

INFRINGES UPON ANY PRESENTLY EXISTING U.S. LETTERS PATENT OR

COPYRIGHT; OR (2) THE USE OF A DELIVERABLE IN COMBINATION WITH

OTHER MATERIAL NOT PROVIDED BY CONTRACTOR WHEN SUCH USE IN

COMBINATION INFRINGES UPON AN EXISTING U.S. LETTER PATENT OR

COPYRIGHT; OR (3) THE USE OF A DELIVERABLE IN A MANNER MATERIALLY

INCONSISTENT WITH THE SPECIFICATIONS PROVIDED BY CONTRACTOR.

Article XII Miscellaneous

12.1 Entire Agreement. This Agreement constitutes the sole and only agreement between the Parties and supersedes any prior understandings written or oral agreements between the Parties with respect to this subject matter.

12.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement.

12.3 Assignment. Contractor may not assign this Agreement in whole or in part without the prior written consent of the City. In the event of an assignment by Contractor to which City has consented, the assignee shall agree in writing with the City to personally assume, perform, and be bound by all the covenants, and obligations contained in this Agreement.

12.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns.

12.5 Governing Law. The laws of the State of Texas shall govern this Agreement; and venue for any action concerning this Agreement shall be in Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said Court.

12.6 Amendments. This Agreement may be amended by the mutual written agreement of the Parties.

12.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

12.8 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination.

12.9 Recitals. The recitals to this Agreement are incorporated herein.

12.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein:

If intended for City, to: With a copy to:

City of DeSoto, Texas Joseph J. Gorfida, Jr.

Attn: Majed Al-Ghafry, City Manager Nichols, Jackson, Dillard, Hager 211 E. Pleasant Run Road, Suite A & Smith, L.L.P.

DeSoto, Texas 75115 1800 Ross Tower

Phone: (972) 274-2489 500 North Akard Dallas, Texas 75201 Phone: (214) 965-9900

If intended for Contractor:

___________________________ Name of Entity Attn: _____________________ Contact ___________________________ Address Phone: (___) _________________

12.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the Parties hereto.

12.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes.

12.13 Audits and Records. Contractor agrees that during the term hereof, the City and its representatives may, during normal business hours and as often as deemed necessary, inspect, audit, examine and reproduce any and all of Contractor’s records relating to the services provided pursuant to this Agreement for a period of one year following the date of completion of services as determined by City or date of termination if sooner.

12.14 Conflicts of Interests. Contractor represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement.

12.15 Compliance with Federal, State & Local Laws. Contractor shall comply in performance of services under the terms of this Agreement with all applicable laws, ordinances and regulations, judicial decrees or administrative orders, ordinances, and codes of federal, state and local governments, including all applicable federal clauses.

12.16 Force Majeure. No Party will be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, acts of terrorism or any similar cause beyond the reasonable control of such party, provided that the non-performing party is without fault in causing such default or delay. The non-performing Party agrees to use commercially reasonable efforts to recommence performance as soon as possible.

12.17 Boycott Israel; Boycott Energy Companies; and Prohibition of Discrimination against Firearm Entities and Firearm Trade Associations.

(a) Contractor verifies that it does not Boycott Israel and agrees that during the term of the Agreement will not Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended.

(b) Contractor verifies that it does not Boycott Energy Companies and agrees that during the term of this Agreement will not Boycott Energy Companies as that term is defined in Texas Government Code Section 809.001, as amended.

(c) Contractor verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association as those terms are defined in Texas Government Code Section 2274.001, as amended; and (ii) will not discriminate during the term of this Agreement against a firearm entity or firearm trade association.

(d) This section does not apply if Contractor is a sole proprietor, a non-profit entity, or a governmental entity; and only applies if: (i) Contractor has ten (10) or more fulltime employees and (ii) this Agreement has a value of $100,000.00 or more to be paid under the terms of this Agreement.

(signature page to follow)

EXECUTED this _______ day of _____________________, 2024.

(e) City of DeSoto, Texas

By: __________________________________________ Majed Al-Ghafry, City Manager

Approved as to form:

By: ___________________________________ Joseph J. Gorfida, Jr., City Attorney

(08-03-2022:TM 130839)

EXECUTED this _______ day of _____________________, 2024.

(f) Contractor

By: __________________________________________ Name: __________________________________________ Title: __________________________________________

RFQ-2024-020 Public Art Mural

EXHIBIT “A”

Scope of Services

(This page intentional blank)

RFQ-2024-020 Public Art Mural

EXHIBIT “B”

Insurance Coverage Required

Procurement and Evidence of Insurance. Consultant must provide City with a certificate or copy of its insurance policy(s) evidencing the coverage and coverage provisions identified below no later than ten (10) days prior to the Performance. All insurance companies and coverage must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must have an A.M. Best’s rating A- or greater.

All such insurance, with the exception of workers compensation, shall name City as an additional insured and provide for a waiver of subrogation against City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. Each policy and renewals or replacements thereof shall provide that it will not be canceled, non-renewed or material change except with thirty (30) days advance written notice to City. Evidence of such insurance shall be provided to City by delivering certificate(s) of insurance and policy endorsements.

Coverage and Limits. The insurance required under this paragraph shall provide for the following coverages and limits:

a. Workers’ compensation and employers’ liability insurance as required by applicable law and the Special Provisions to this Agreement.

b. Commercial general liability insurance for bodily injury and property damage, including limited contractual liability coverage in not less than the following amounts:

i. General Aggregate Limit $2,000,000 each occurrence and

ii. Each Occurrence Limit $1,000,000 each occurrence.

Commercial automobile liability insurance coverage, including non-owned and hired, covering all owned, hired or non-owned vehicles including the loading or unloading thereof with limits not less than $1,000,000.