RFQ_2026-04_14thSt_MCD MB Final.pdf

RFQ #2026-04 | Development of 14th Street Corridor | City of Midlothian & MCD

City of Midlothian and

Midlothian Community Development Corporation

REQUEST FOR QUALIFICATIONS

RFQ #2026-04 – Development of the 14th Street Corridor

Development of ~12.4 Acres Located on 14th Street, Midlothian, TX

DUE DATE: PRIOR TO 2:00 PM, AUGUST 27, 2026

Issuing Authority: Midlothian Community Development Corporation (MCD)

RFQ Number: #2026-04

Project Location: ~12.4 Acres at 14th St & US Hwy 287, Midlothian, TX 76065

Mail or Deliver To: Nery Pena, Purchasing Agent, City Hall, 215 N. 8th St, Midlothian, Texas 76065

Questions Contact: Nery Pena – nery.pena@midlothian.tx.us

Phone: 972-775-7106

DUE DATE: PRIOR TO 10:00 AM, Thursday, August 27, 2026

DUE TO: Nery Pena, Purchasing Agent

City Council Chambers 215 N 8th St

Midlothian, Texas 76065

CLEARLY MARK BID AS "RFP # 2026-004

Advertise: June 20, June 27 & July 4, 2026 Pre-Proposal Meeting: July 7, 2026, 10:00 AM at Midlothian Conference Center, 1 Community Circle Drive, Midlothian, TX Bid Opening: August 27, 2026, 2:00 PM at 215 N. 8th St, Midlothian, TX

CLEARLY MARK SUBMITTAL AS "RFQ #2026-04"

Late responses will be unopened and not accepted for consideration. The City of Midlothian and Midlothian Community Development Corporation are not responsible for lateness or failure of timely delivery via mail (whether delays are internal/external), carrier, etc. Please ensure you allow time to provide your response timely so that you may be properly considered. EMAIL SUBMITTALS WILL NOT

BE ACCEPTED.

BID DOCUMENTS

Location of Documents: Bid information is issued by the Purchasing Department from several mediums.

The location and phone number for the Purchasing Department is specified in the advertisement and on the cover page of this document. Bids can be requested from the City web page at https://www.midlothian.tx.us/bids.aspx .

Review of Documents: Bidders are expected to examine all documents that make up the bid. Bidders shall promptly notify the City of any omission, ambiguity, inconsistency, or error that they may discover upon examination of the bid. Bidders must use a complete bid for submission, meaning ALL pages originally accompanying this package must be returned to be considered for award. The City assumes no responsibility for any errors or misrepresentations that result from the use of incomplete bids.

LEGAL NOTICE — Advertisement for Qualifications The City of Midlothian and the Midlothian Community Development Corporation (City/MCD) is seeking qualified parties interested in the development of approximately 12.4 acres located behind the Courtyard Marriott Hotel to 14th Street, Midlothian, TX. The City/MCD is seeking Respondents to provide pricing and unique, family-friendly, food and entertainment ideas for the development of this property to attract more visitors and residents to the Midlothian Conference Center, Courtyard Marriott Hotel, and City. The City/MCD may also entertain retail shops, restaurants, entertainment, and other destination activities that will draw more individuals to visit this area.

Pre-Proposal Meeting — There will be a pre-proposal meeting held on Tuesday, July 7, 2026, at 10:00 AM at the Midlothian Conference Center, 1 Community Circle Dr. This will allow questions and answers, if any, before RFQ submission and will be next to the project site for review. Deadline for questions will be Friday, July 24, 2026, and responses to questions will be released by Friday, July 31, 2026. All questions and answers will be posted to the City website. Note: Any changes to this RFQ will be by ADDENDA and will be posted to the City website. (Please contact Nery Pena at nery.pena@midlothian.tx.us if attending)

Sealed proposals will be received at, 215 N. 8th St, Midlothian, Texas, 76065 until Thursday, August 27, 2026, at 2:00 PM, and publicly opened and read at that time.

Respondents shall bear full responsibility for ensuring timely delivery. Late submittals will be considered non-responsive and returned unopened.

Further information and specifications may be obtained from the City website at https://www.midlothian.tx.us/bids.aspx

The City/MCD reserves the right to reject any or all bids and to waive formalities. The City/MCD also reserves the right to purchase through state awarded contracts or other intergovernmental agreements when it is in the best interest of the City/MCD. No officer or employee of the MCD shall have a financial interest, direct or indirect, in any contract with the City/MCD.

Nery Pena, Purchasing Agent Advertisement Dates: June 20, June 27 & July 4, 2026 https://www.midlothian.tx.us/bids.aspx

EXECUTIVE OPPORTUNITY

The Midlothian Community Development Corporation (MCD) is pleased to present a premier development opportunity within the heart of Midlothian’s growing hospitality and conference district.

MCD is seeking a visionary development partner to acquire and transform approximately 12.4 acres into a high-impact, family-friendly, destination-oriented mixed-use project.

The Vision Unlike standard commercial developments, this RFQ seeks a project that serves as a regional draw.

Midlothian envisions a family-friendly, walkable environment that seamlessly integrates with the adjacent Midlothian Conference Center and hotel corridor, enhancing tourism and providing experiential retail, dining, and entertainment for residents and visitors alike. This location should hold venues that host destination oriented, family-friendly activities that support citizen participation as well as tourism.

BACKGROUND

Midlothian, Texas, sits at the junction of two major highways and two major railroads. Throughout its history, Midlothian has enjoyed the advantage of being a southern transportation crossroads.

Midlothian’s proximity to both Dallas and Fort Worth allow residents easy access to urban attractions and opportunities. Its location is also one of the foundations that helped the town develop its diverse economy.

After World War II, Midlothian’s economic base underwent a transition into an industrial center, serving the growing Dallas-Fort Worth market. Since the 1960s, the city has attracted three cement plants and a steel manufacturing plant. In recent years, light manufacturing companies have built major facilities in Midlothian. Today, local industry accounts for 17.7 percent of Midlothian’s jobs.

The city is a mixture of small hometown shops, restaurants, regional and national restaurant chains and retail establishments. In the last five years, two shopping centers, anchored by major grocery stores have opened, along with several smaller business centers. In the past year, another shopping center has opened with a large-format retailer with another similar shopping center breaking ground soon. In 2020, Midlothian celebrated the opening of Methodist Midlothian Medical Center, a full-service community hospital. Other community medical facilities are in the works. City planners and engineers work hard to ensure that infrastructure keeps pace with growth.

The city also operates a Senior Activity Center and a Conference Center. The local campus of Navarro College, a two-year community college, is nestled between them both. An additional campus for Texas State Technical College is also planned.

Encompassing 65 square miles, the city has 251.8 developed acres of park land, which is comprised of 15 developed city parks that provide neighborhood recreation, formal athletic facilities, and nature trails.

With a population of 45,000-plus, Midlothian’s community life bustles around the sports fields, school and church functions, and an ongoing lineup of free events such as festivals, parades, concerts, movies, street dances, farmers markets, shop local initiatives, and other family-centered activities.

Midlothian’s charm comes alive in its beautiful downtown where locally owned restaurants and shops surround the beautiful new City Hall and Public Library, creating a vibrant “Main Street” vibe.

At $126,641, the annual median household income in Midlothian greatly exceeds the state median as does the level of education. With two highly ranked high schools, Midlothian Independent School District boasts a 96.5% on-time graduation rate and strong performance in College, Career, and Military Readiness assessments.

Recognized as one of the safest cities in Texas, Midlothian opened a new, state-of-the-art Public Safety and Municipal Court facility in 2025. Midlothian also holds an ISO rating for fire preparedness from the Insurance Services Office, which can be credited to Midlothian’s Fire Department, which provides fire fighter and emergency medical services for a 115-square-mile response area.

PROJECT SCOPE

The subject site consists of approximately 12.4 acres at the corner of 14th Street and Mt. Zion Road, with prominent visibility along the US Highway 287 Service Road in Midlothian, Texas. Situated adjacent to the Midlothian Conference Center and within the established hotel corridor, the site offers a prime opportunity for a destination‑oriented mixed‑use development that enhances the community’s hospitality and entertainment offerings. The property may be developed by a single proprietor or subdivided to meet the needs of the selected Respondent. Additionally, two premier sports parks located within two miles of the site host frequent regional sporting events, further increasing visitor traffic and development potential.

The purpose of this RFQ is to identify a highly qualified private-sector Development Partner to purchase, develop, own, and manage a destination-oriented mixed‑use project featuring restaurant, entertainment, retail, or other family‑friendly concepts that attract both visitors and residents. The selected Partner will curate the tenant mix and deliver a high‑impact development that enhances the vibrancy of the hospitality and conference district while generating long‑term economic value for Midlothian.

Key Design and Programming Principles

• Destination elements unique to Ellis County

• Family-friendly and walkable connectivity to the Conference Center and surrounding retail

• Integration of experiential retail, dining, and entertainment

• Respect for existing easements and infrastructure corridors

Public Investment & Resources The Respondent is expected to suggest a financing approach for the project that is both practical and attainable. The MCD Board understands that some degree of public financial involvement may be required and will evaluate suitable economic development resources.

Building Ownership The MCD is seeking creative and financially sound proposals that include suggestions for the transfer of ownership of the subject property in a manner that maximizes private sector’s willingness to invest in its redevelopment and long-term use. Respondents should outline proposed mechanisms — such as phased ownership transfers, performance-based milestones, or public-private partnership models — that balance public interest and private investment confidence.

Midlothian Profile

Site Constraints & Easements

The property is subject to existing easement rights, utility corridors, and a small portion that falls within a Municipal Management District. All proposals must acknowledge these easements, and site plans must be designed to accommodate all existing utility and access rights without compromising current service capabilities.

MCD Reservation of Rights By submitting a proposal, the respondent acknowledges that no guarantee is made regarding the availability of the full acreage and agrees to accommodate a reduced or reconfigured site footprint if such adjustments are determined by the MCD Board of Directors to be in the best interest of the development. MCD shall not be liable for any costs, assumptions, or commitments made by respondents in reliance upon the preliminary acreage described herein.

Information Sources The following resources are available to inform Respondents:

• Midlothian Comprehensive Plan

• Midlothian Zoning Ordinance

• City of Midlothian Maps

• Midlothian Economic Development Community Page

• Municipal Management District No. 3 Documentation

INCENTIVES

In order to motivate a developer or entrepreneur to develop this property, the City/MCD is willing to consider various incentive options.

MARKET INFORMATION

Located 25 miles southwest of Dallas, TX, Midlothian is a fast-growing community. The market comprises a market of over 45,000 total population. Midlothian is recognized as one of the safest cities in Texas by three separate organizations. Considered an emerging market, Midlothian is rapidly becoming a preferred location for expanding retail, hospitality, technology, and dining.

Major Developments:

• Midlothian Business Park features Class A industrial and flex space off Highway 67

• $175 million Methodist Midlothian Medical Center with adjacent medical office building

• Baylor Scott & White Midway Office Building

• Texas Health Neighborhood Care & Wellness Center Midlothian, opening 2027

• A new 52,700‑square‑foot City Hall and Library facility opened in November 2024

• New Public Safety and Municipal Court building brought online in 2025

• Major retail development at Highway 67 and 287 at 50% completion

Attractions and Social Services:

• Midlothian ISD Stadium hosts high school events and competitions throughout the school year

• Midlothian Conference Center attracts social gatherings and business functions year round

• Senior Activity Center has an average daily attendance of over 100 seniors

• Midlothian City Council recently approved a $21 million downtown park project

• Midlothian Community Park hosts over a million visitors per year

• Home of the Midlothian Marshals, a professional basketball team with the ABA

• Midlothian hosts several youth sports associations that provide services to over 8,000 youth

Other Wedding and Event Venues:

• Bella Woods

• Firefly Gardens

• The Loft

• Midlothian Civic Center

• Historic Old Gym

Downtown Events:

• Midlothian Farmers Market (Saturdays, May – December)

• Merry Movie Night (December)

• Midlothian Christmas Celebration with Parade and Market (December)

• 8th Street Dance (May)

• Midlothian Chamber’s Midlofest (April)

• Independence Day Parade (July)

• Downtown Trick or Treat (October)

• Downtown Scarecrow Contest (October)

• Downtown Business Associations Heritage Day Festival (October)

Education The Development is served by Midlothian ISD. Midlothian ISD encompasses approximately 112 square miles and is located entirely within Ellis County. Midlothian ISD operates a total of thirteen (13) schools, including eight (8) elementary schools, three (3) middle schools, and two (2) high schools.

RESPONDENT QUALIFICATIONS

• Respondents must have a thorough knowledge of development and the method of attracting companies/businesses to the area.

• Respondents must have a good reputation in the industry.

• Respondents must have adequate financial resources, or the ability to obtain the resources required.

• Respondents must demonstrate a satisfactory record of performance and integrity.

PROCUREMENT SCHEDULE

The projected schedule for this procurement is as follows:

Activity Target Date

Release Request for Qualifications Saturday, June 20, 2026

Pre-Proposal Meeting / Site Tour Tuesday, July 7, 2026, 10:00 AM

Deadline for Questions Friday, July 24, 2026

Responses to Questions Released Friday, July 31, 2026, 5:00 PM

Deadline for Receipt of Qualifications Thursday, August 27, 2026, 2:00 PM

Evaluation & Interviews Month of September, 2026

MCD Board Presentation September 24 & October 22, 2026

Contract Negotiation Begin Following Board Approval

CONTACT

During review of the RFQ and preparation of Qualifications, Proposers may discover certain errors, omissions, or ambiguities. If so, or if in doubt about the meaning of any part of this RFQ, submit written questions via email to the designated purchasing agent with the RFQ number. This is to give the City time to answer the questions and distribute written responses to all Proposers. All communications about this RFQ must be directed through the following City representative, in writing, and must be received not later than July 24, 2026: All questions will be answered by Addendum and posted to the City website by July 31, 2026.

Nery Pena, Purchasing Agent Email: nery.pena@midlothian.tx.us Address: City Hall, 215 N. 8th St, Midlothian, Texas 76065

City/MCD’s response to questions and requests for clarification will be provided by the deadline for Responses to Questions outlined in the Procurement Schedule. Any questions must reference the relevant section and page in question. See Procurement Schedule for deadline.

A property site tour can be provided by appointment; to arrange a tour, please contact MeLissa Boler at melissa.boler@midlothian.tx.us no later than 48 hours in advance of your requested date.

PROPOSAL EVALUATION

Award will be based on a responsive proposal determined to be the best value as scored against the Evaluation Criteria outlined in this RFQ packet. The City/MCD reserves the right to accept or reject any and all proposals in whole or in part and waive any informality in the competitive proposal process.

Further, the City/MCD reserves the right to enter into any contract deemed to be in the best interest of the City/MCD.

Proposal Evaluation Process Proposals will be taken and reviewed immediately upon receipt. It is anticipated that a short list of up to four (4) firms may be interviewed, but the City/MCD reserves the right to not conduct any interviews and to base the selection strictly on the proposals submitted, or to eliminate any firm from the selection as late as the day prior to any potential interview if the City/MCD determines the proposal is insufficiently responsive to merit further consideration. Should the City/MCD choose to hold interviews, they will be used in conjunction with the submitted proposals as part of the evaluation of your firm’s submittal. Proposer shall not contact City/MCD employees or Officers to explain, clarify or discuss their proposals before an award has been made except as set out in this section.

Upon determination of the best value proposal, the City/MCD may choose to enter negotiations with the selected firm. The City/MCD will then pursue a development agreement with the best value Respondent.

Evaluation Criteria All proposals will be reviewed and evaluated according to the following criteria by the Midlothian Community Development Board of Directors. Results from interviews, if any, will be incorporated in the final score to determine the ranking of each firm. The following evaluation criteria will be utilized in the selection of a vendor:

Criteria Points

Family-Friendly & Walkable, Tourism Integration 20

Respondent’s Desired Price, Economic Incentives, and Proposed Cost/Revenue Sharing 20

Innovation & Destination Elements (Unique to Ellis County) 20

Development Concept & Business Plan (Market Alignment & Feasibility) 15

Respondent’s Experience, Reputation, and Financial Capability 15

Project Timeline & Phasing Strategy (Timelines to Accomplish Suggested Vision) 10

TOTAL POSSIBLE POINTS 100

SUBMITTAL RESPONSE GUIDELINES

Please provide one (1) original, two (2) printed copies marked “copy,” and one (1) electronic copy (Adobe PDF on a USB flash drive preferred). Submittals must include the following information, organized as listed below. Email submissions will not be accepted.

1. Executive Summary A high-level vision of the proposed ‘Destination’ use. This narrative should be no more than five (5) pages and should demonstrate your understanding of the project and response to development issues.

2. Conceptual Site Plan Illustrating walkability, connectivity to the Midlothian Conference Center, accommodation of easements, and proposed uses across the site.

3. Key Entity / Team Identity of the entity that would be the developer of the project — Company name, legal status, address, phone, email, and the primary contact for this solicitation. Identify the project architect and engineering firm(s), including a brief synopsis of their qualifications.

4. Respondent Qualifications & Background Overall background and experience of the development entity and any joint ventures. Include biographies of key personnel and examples of ‘Placemaking’ projects comparable in scope and character. Completed questionnaire and references (pages 1–3) answered.

5. Completed Projects Identify two (2) completed projects, if applicable, developed by the development entity/team that best exemplify the capabilities of that entity/team. For each project, provide name, location, architect/engineer, mix of uses, background/history, key tenants, and status.

6. Business Plan Respondent’s business plan to include if applicable: Business Name and description, concept, theme, service type, management team, target market, business structure, number of full-time and part-time staff employed, and three-year pro forma. To be completed on Respondent-provided worksheets.

7. Financial Offer & Structure Proposed purchase price and required MCD incentives will factor in the award decision. Describe your capacity to finance the project and provide specific examples of comparable financing. Respondents’ most recently audited financial statements may be requested later.

8. References Provide three (3) references, including one (1) public sector reference and two (2) financial references, who can attest to the ability of your group to implement this project. References provided should be for similar projects or attest to the firm’s reputation in the industry. To be completed on City-provided form.

SOLICITATION STANDARD TERMS AND CONDITIONS

1. INSTRUCTIONS: These standard terms apply to all solicitations.

2. BEST INTEREST: The City/MCD reserves the right to reject any or all responses and to waive formalities. The City/MCD also reserves the right to purchase through State awarded contracts or other intergovernmental agreements when it is in the best interest of the City/MCD.

3. RIGHT TO REJECT: The City/MCD reserves the right to reject any or all responses for any or all services covered in this RFQ, and to waive informalities or defects, or to accept such responses as it deems to be in the best interest of the City/MCD.

4. SEALED RESPONSES: All shall be submitted in a sealed package. Faxed or emailed responses are not acceptable. The original proposal shall be clearly marked "ORIGINAL” and signed in the space marked Authorized Signature.

5. PRICING: Price(s) quoted must be held firm for ninety (90) days to allow for evaluation unless otherwise noted in this document.

6. SILENCE OF SPECIFICATION: The apparent silence of these specifications as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail. All interpretations of these specifications shall be made based on this statement.

7. F.O.B.: All shipping shall be delivered F.O.B.

8. COOPERATIVE/INTERLOCAL PURCHASING: If the vendor checked yes on the submittal affirmation form to allow for Interlocal Purchasing the following will apply: Government Entities utilizing Inter-Governmental Contracts with the City of Midlothian will be eligible, but not obligated, to purchase goods and services under this contract (s) awarded as a result of this solicitation. All purchases by Governmental Entities other than the City of Midlothian will be billed directly to that Governmental Entity and paid for by that Governmental Entity. The City of

Midlothian will not be responsible for another Governmental Entity's debts. Each Governmental

Entity will order their goods and services as needed.

9. SPLIT AWARD: The City/MCD reserves the right to award a separate contract to separate vendors for each item/group, or to award one contract for the entire RFQ.

10. WITHDRAWAL OF RESPONSE: A response may not be withdrawn or cancelled by the vendor for a period of ninety days (90) days following the date designated for the receipt without approval by the City/MCD.

11. ERROR-QUANTITY: Submittals must be made on units of quantity specified, extend, and show total(s). In the event of discrepancies in extension, the unit price shall govern.

12. LATE SUBMITTALS: Submittals received after the submission deadline shall be returned unopened and will be considered void and unacceptable. The City/MCD is not responsible for lateness from any carrier for any reason.

13. TAXES: The City/MCD is exempt from Federal Manufacture’s Excise and State Sales Taxes.

TAX MUST NOT BE INCLUDED IN PRICING. Tax exemption certificates will be executed by the City/MCD and furnished upon request.

14. ADDENDA: Any interpretations, corrections, or changes to the specifications will be made by addenda. Sole issuing authority of the addenda shall be vested in the City of Midlothian

Purchasing Department MCD. Addenda will be mailed to all who are known to have received a copy of this solicitation. It is the responsibility of Respondents to ensure they have received and understand any issued addenda.

15. PROTEST: Protests shall be submitted in writing and filed with the Purchasing Division no less than five business days prior to the City Council meeting at which the award appears on the agenda. A written response will be prepared by the Purchasing Manager in consultation with the end user department and City Attorney in accordance with the City Purchasing Manual. If the protesting vendor does not agree with the staff recommendation, they may appeal to the City

Council.

16. PAYMENT TERMS: Payment terms are Net 30 unless otherwise specified by the City/MCD in this document.

17. PATENT RIGHTS: The vendor agrees to indemnify and hold the City/MCD harmless from any claim involving patent right infringement or copyrights on goods supplied.

18. FUNDING: The City of Midlothian is a home-rule municipal corporation operated and funded on an annual basis from Oct. 1 to Sept. 30. Funds for payment have been provided through the

MCD budget approved by the Board of Directors. Texas statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. The

City/MCD reserves the right to terminate, without liability to the City/MCD, any contract for which funding is not available.

19. ASSIGNMENT: Vendor shall not sell, assign, transfer, or convey this contract in whole or in part, without the prior written consent of the City/MCD.

20. VENUE: This agreement will be governed and construed according to the laws of the State of

Texas.

21. RIGHT OF REVIEW: Vendor covenants and agrees that the City/MCD, upon reasonable notice to vendor, may review any of the work performed by vendor under this Contract.

22. DELIVERY TIMES: Deliveries will be acceptable only during normal working hours at the designated City/MCD Municipal Facility.

23. STANDARD WARRANTY: Standard manufacturer's warranty shall be provided and submitted to the City of Midlothian upon request.

24. PACKAGING: Unless otherwise indicated, items will be new, unused, and in first class condition in containers suitable for damage-free shipment and storage. All goods must be packaged in the manner specified by City/MCD and shipped in the manner and by the route and carrier designated by City/MCD.

25. ORDERS AND INVOICING: A Purchase Order Number is required for all purchases. All invoices must identify the purchase order number, include the bid unit pricing by item, identify the ordering department/user, and include contact phone and email.

26. CONFLICT OF INTEREST: The successful vendor hereby covenants and agrees that during the Contract period that vendor and any of vendor’s associates and employees will have no interest nor acquire any interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under this Contract. All activities, investigations and other efforts made by vendor pursuant to this Contract will be conducted by employees or associates of vendor. Vendor further covenants and agrees that it understands that the Code of

Ordinances of the City of Midlothian prohibits any officer or employee of the City from having any financial interest, either direct or indirect, in any business transaction with the City/MCD.

MCD policy prohibits Board Members, officers and employees from taking any direct or indirect interest in the profits or emoluments of any contract, work, or service for the MCD. Any violation of this paragraph which occurred with the actual or constructive knowledge of vendor will render this contract voidable by the City/MCD.

27. ETHICS: The vendor shall not offer or accept gifts or anything of value nor enter into any business arrangement with any employee, official, or agent of the City/MCD.

28. CONFIDENTIAL WORK: Any reports, designs, plans, information, project evaluations, data, or any other documentation given to or prepared or assembled by vendor under this contract shall be kept confidential and may not be made available to any individual or organization by vendor without the prior written approval of the City/MCD except as may be required by law.

29. WARRANTY, HOLD HARMLESS AND INDEMNITY: Vendor warrants that the commodities it delivers to the City/MCD shall be delivered in a good and workmanlike manner, and that any items delivered to the City/MCD under this contract will be fit for the particular purpose for which it was furnished. Vendor shall defend, indemnify, and hold the City/MCD whole and harmless against any and all claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned by, the execution or performance of this Contract or any of vendor's activities or any act of commission or omission related to this Contract of any representative, agent, customer, employee, sub vendor or invitee of vendor or any representative, agent, employee, or servant of the City/MCD. If an item is covered by a manufacturer's warranty, it is the responsibility of the vendor to obtain the information for

City/MCD and to get the manufacturer to honor the warranty.

30. PROPRIETARY INFORMATION: Any material or information that is considered proprietary in nature must be clearly marked as such and will be treated as confidential by the City/MCD to the extent permitted under the Open Records Act.

31. WAIVER OF ATTORNEYS FEES: Vendor and City/MCD expressly covenant and agree that in the event of any litigation arising between the parties to this contract, each party shall be solely responsible for payment of its attorneys and that in no event shall either party be responsible for the other party’s attorney’s fees regardless of the outcome of the litigation.

32. CHANGE ORDERS: No oral statement of any person shall modify or otherwise change or affect the terms, conditions, or specifications stated in the resulting contract. All change orders to the contract will be made in writing by the City/MCD.

33. TERMINATION: The City/MCD may, at its option and without prejudice to any other remedy to which it may be entitled at law or in equity, terminate the right for vendor to accept further orders under this Contract, in whole or in part, by giving at least thirty (30) days prior written notice thereof to vendor with the understanding that no further orders may be accepted after the date specified in such notice. The City/MCD shall equitably compensate vendor, in accordance with the terms of this Contract for the commodities properly ordered prior to the date specified in such notice following inspection and acceptance of same by the City and MCD. Vendor shall not, however, be entitled to lost or anticipated profits should the City/MCD choose to exercise its option to terminate.

34. TERMINATION FOR DEFAULT: The City/MCD reserves the right to enforce the performance of this contract in any manner prescribed by law or deemed to be in the best interest of the

City/MCD in the event of breach or default. The City/MCD reserves the right to terminate the contract immediately in the event the VENDOR fails to meet required schedules or otherwise perform in accordance with this contract and incorporated documents. Breach of contract or default authorizes the City/MCD to award to another VENDOR and charge the full increase in cost and handling to the defaulting VENDOR.

35. PERFORMANCE OF WORK: Vendor or vendor's associates and employees shall perform all the work called for in this Contract. Vendor hereby covenants and agrees that all of vendor's associates and employees who work on this project shall be fully qualified to undertake same and competent to do the work described in this Contract, and the services performed shall be performed in a good and workmanlike manner, and that the finished product shall be fit for the particular use(s) contemplated by this agreement.

36. OWNERSHIP OF DOCUMENTS: VENDOR acknowledges that City/MCD owns all notes, reports, or other documents, intellectual property or documentation produced by the vendor pursuant to this agreement or in connection with its work which are not otherwise public records.

Vendor acknowledges that City/MCD shall have copyright privileges to those notes, reports, documents, processes, and information. Vendor shall provide City/MCD a copy of all such notes, reports, documents, and information (except to the extent that they contain confidential information about third parties) at City/MCD’s expense upon written request.

37. PRICE REDETERMINATION: Price redetermination shall only be considered by the City/MCD forty-five (45) days prior to the anniversary date of the initial contract award and subsequent renewals. Price redetermination requests must be substantiated in writing. The City/MCD reserves the right to reject the request when it is deemed to be in the best interest of the

City/MCD.

38. DRUG FREE WORKPLACE: VENDOR hereby covenants and agrees that during the contract period that VENDOR and any of VENDOR’s associates and employees shall be in compliance with City/MCD’s drug-free workplace policy.

39. INSPECTION: All goods and services will be subject to inspection and testing by CITY/MCD prior to acceptance. Goods rejected and goods supplied in excess of quantities ordered may be returned to the VENDOR at its expense. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this purchase order, including any applicable drawings and specifications, then CITY/MCD, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at VENDOR's expense, require VENDOR to inspect the goods and remove nonconforming goods and/or require VENDOR to replace nonconforming goods or services with conforming goods or services.

40. WAGES: Successful vendor shall pay or cause to be paid, without cost or expense to the

City/MCD, all Social Security, Unemployment, and Federal Income Withholding Taxes of all employees, and all such employees shall be paid wages and benefits required by Federal and/or State Law.

41. AUDIT: The City/MCD reserves the right to audit the records and performance of contractor during the contract and for three years thereafter.

42. INSURANCE: Prior to the commencement of work under this Contract, vendor shall obtain and shall continue to maintain in full force and effect during the term of this Contract any insurance required by Law and any additional insurance that may be required pursuant to the specification. Performance under the contract will not start until this obligation has been met.

Carrier must be authorized to do business in Texas rated "A" or better in the current Best Key

Rating Guide. All policies shall be of the "occurrence type" and the city of Midlothian and

Midlothian Community Development Corporation shall be listed as an additional insured (to the extent Contractor/City/MCD are indemnified pursuant to the indemnity provisions herein) on all certificates of insurance. Additional Insured Clauses does not apply to Workers' Compensation and Employer's Liability. A waiver of Subrogation Clause, naming the city of Midlothian and

Midlothian Community Development Corporation "shall be included" on all types of coverages.

TYPE AMOUNT

a. Workers' Compensation Statutory

b. Employer's Liability $1,000,000

c. Comprehensive General Liability $1,000,000 (Combined Single Limit)

d. Premises Operations

e. Products Operations Hazard

f. Contractual Insurance

g. Comprehensive Automobile Liability $1,000,000 (Combined Single Limit)

43. HB 1295 / FORM 1295 — CERTIFICATE OF INTERESTED PARTIES: At time of contract execution, vendor must provide a signed and notarized Form 1295 received directly from the

State of Texas (https://www.ethics.state.tx.us). In 2015, the Texas Legislature adopted House

Bill 1295, which added Section 2252.908 of the Government Code. The law states that a governmental entity may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties. The disclosure must be submitted online via Form 1295 and provided to the City/MCD prior to any signed contract. Lobbying of selection committee members, Midlothian Community Development Corporation staff or board members, City staff, or City Council members will not be permitted nor tolerated during the RFP process.

44. PROHIBITION OF BOYCOTT ISRAEL: By submission of this RFQ response, the respondent verifies that they will not Boycott Israel and agrees that during the term of this Contract, they will not Boycott Israel as that term is defined in Chapter 2270, Texas Government Code. Effective

September 1, 2019, this section does not apply if the Vendor is a sole proprietor, a non-profit entity, or a governmental entity; and only applies if: (i) the Vendor has ten (10) or more full-time employees and (ii) this Contract has a value of$100,000.00 or more to be paid under the terms of this Contract.

45. PROHIBITION OF BOYCOTT OF ENERGY COMPANIES: By submission of this RFQ response, the Respondent 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. This section does not apply if the

Respondent is a sole proprietor, a non-profit entity, or a governmental entity; and only applies if:

(i) Respondent has ten (10) or more full-time employees and (ii) this Agreement has a value of

$100,000.00 or more to be paid under the terms of this Agreement.

46. PROHIBITION OF DISCRIMINATION AGAINST FIREARM ENTITIES AND FIREARM TRADE

ASSOCIATIONS: By submission of this RFQ response, the Respondent verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of the contract against a firearm entity or firearm trade association. This section only applies if: (i) Respondent has ten

(10) or more full-time employees and (ii) this Agreement has a value of $100,000.00 or more to be paid under the terms of this Agreement; and does not apply: (i) if the Respondent is a sole proprietor, a non-profit entity, or a governmental entity; (ii) to a contract with a sole-source provider; or (iii) to a contract for which none of the submittals from a company were able to provide the required certification.

47. CONTRACT EXECUTION AND START DATE: The awarded vendor will have ten calendar days after receiving the notice of award to return the executed contract (if applicable), certificate of insurance, HB 1295 form, and vendor setup packet (when applicable). The CITY/MCD reserves the right to terminate the contract immediately, place the VENDOR on the City's debarred vendor list, and award to another VENDOR in the event the VENDOR fails to return the required documents by the indicated time. After documentation is received by the City/MCD a notice to proceed with or purchase order will be issued. The vendor will have up to five calendar days to begin performance under this contract, unless otherwise agreed in writing between the CITY/MCD and VENDOR.

48. STORMWATER REQUIREMENTS: The Contractor shall implement Best Management

Practices (BMPs) and good housekeeping measures to prevent stormwater pollution in accordance with the current City of Midlothian Stormwater Discharges Ordinance (Article XXIII, Section 13).

49. DISCUSSIONS & BEST AND FINAL OFFER: The City/MCD may elect to hold discussions with offerors who have submitted a proposal and are determined to be reasonably qualified for the award of the contract. After discussion the City/MCD may elect to obtain the best final offers from these offerors.

Insurance Requirements Prior to the commencement of work under this Contract, vendor shall obtain and continue to maintain in full force and effect during the term of this Contract any insurance required by Law and any additional insurance that may be required pursuant to the specification. Performance under the contract will not start until this obligation has been met. Carrier must be authorized to do business in Texas, rated “A” or better in the current Best Key Rating Guide. All policies shall be of the “occurrence type.” The City of Midlothian and Midlothian Community Development Corporation shall be listed as an additional insured (to the extent Contractor/City/MCD are indemnified pursuant to the indemnity provision herein) on all certificates of insurance. Additional Insured Clauses does not apply to Workers’ Compensation and Employer’s Liability. A Waiver of Subrogation Clause naming the City of Midlothian and Midlothian Community Development Corporation shall be included on all types of coverages.

Coverage Type Minimum Required

Workers’ Compensation Statutory

Employer’s Liability $1,000,000

Comprehensive General Liability (Combined Single Limit)

$1,000,000

Comprehensive Automobile Liability (Combined Single Limit)

$1,000,000

BONDING REQUIREMENTS: If applicable, a Performance Bond shall be required. Pursuant to Texas Local Government Code Section 262.032(b), within thirty (30) days of contract signing, the successful vendor shall furnish a performance bond for the full amount if the contract exceeds $50,000.

INCLEMENT WEATHER: In case of inclement weather or any other unforeseen event causing the City/MCD to close for business on the date a response is due, the RFQ closing will automatically be postponed until the next business day the City/MCD is open.

EXCEPTIONS / SUBSTITUTIONS: Vendors taking exception to the specifications, or offering substitutions, shall state these exceptions in the section provided or by attachment as part of the response.

LIMITATION & WAIVER OF PROTEST

By responding to this RFQ, each respondent voluntarily and knowingly agrees as follows:

• The MCD Board and City may amend or terminate selection procedures at any time at its sole discretion. Selection and award is at the discretion of the MCD Board and City Council approval.

• The MCD Board and City are not obligated to enter into any agreement with any entity as a result of this process or provide any type of assistance (financial or otherwise) to any entity.

• The MCD Board and City are not, under any circumstances, responsible for costs borne by respondents for preparing responses to this solicitation. Each respondent shall bear its own costs.

• The City/MCD will not pay a finder’s or brokerage fee to any entity representing or purporting to represent respondents.

• All materials submitted in response to this solicitation will become the property of the City/MCD.

• By responding to this RFQ, each responder expressly waives any and all rights that it may have to object, protest, or seek any legal remedies whatsoever regarding any aspect of this RFQ.

EACH RESPONDENT SHALL INDEMNIFY AND HOLD THE MCD BOARD AND CITY/MCD FROM

ANY AND ALL LIABILITY, DAMAGE, CLAIM, LOSS, AND/OR EXPENSE INCURRED BY OR ON

BEHALF OF THE PROPOSER IN CONNECTION WITH OR RELATIVE TO THIS RFQ.

SUBMITTAL FORMS

Submittal Check List Interested parties MUST submit one (1) original, two (2) marked as “copy,” and one (1) USB electronic file. Emails of submission cannot be accepted. Each should include all the following items listed below for consideration, in the order stated below.

# Item Check

1 Submittal Check List

2 Questionnaire and References (Pages 1 – 3)

3 Executive Summary (no more than 5 pages)

4 Conceptual Site Plan

5 Respondent’s detailed business plan meeting the minimum requirements outlined in “Submittal Response Guidelines”

6 Two (2) completed project examples (if available)

7 Respondent’s most recently audited financial statements (if available)

8 Submittal Affirmation Form

9 Conflict of Interest Questionnaire

10 Historically Underutilized Business (HUB) Questionnaire

12 Non-resident vendor Form

13 For Minority and/or Women Owned Business Enterprises

14 RFQ Submittal Signature Form | Response Affidavit

By my signature I affirm all items as listed above have been completed and submitted as part of my firm’s proposal.

Authorized Signature Title

Print/Type Name Date

Questionnaire and References — Page 1 of 3

All questions should be answered clearly and completely. Marketing materials WILL NOT be accepted in lieu of this questionnaire. This questionnaire will assist the City/MCD in understanding your submittal and will be used in the evaluation process; therefore, it is critical that the questionnaire be completed and submitted with your submittal.

General Contact Information

Respondent Name and Title__________________________________________________________

Company:_________________________________________________________________________

Company Address:_________________________________________________________________

Telephone Number:________________________ Fax Number:_____________________________

Email Address:____________________________________________________________________

Business Organization Form (Corporation, Partnership, Individual, Joint Venture, other):

Federal Tax ID:____________________________________________________________________

Questionnaire and References — Page 2 of 3

Provide at least three (3) references, including one (1) public sector reference and two (2) financial references, who can attest to the ability of your group to implement this project. Include contact name, agency name, title, phone number, and/or email of those you have provided similar services to in the past three years. This information will be used in the evaluation of your submittal.

Reference #1

Reference Name and Title:________________________________________________________

Reference Organization:__________________________________________________________

Project Title:____________________________________________________________________

Telephone Number:________________________ Email Address:_________________________

Reference #2

Reference Name and Title:_________________________________________________________

Reference Organization:___________________________________________________________

Project Title:_____________________________________________________________________

Telephone Number:________________________ Email Address:__________________________

Reference #3

Reference Name and Title:__________________________________________________________

Reference Organization:____________________________________________________________

Project Title:______________________________________________________________________

Telephone Number:________________________ Email Address:___________________________

Questionnaire and References — Page 3 of 3

Questions:

1. How many years of experience do you, your principal(s), or firm have in developing an area and attracting businesses to the venue?

2. How many years has your organization been in business under its present name? Under what other or former names has your organization operated?

3. If your organization is a Partnership, answer the following: Date of organization, type of partnership (if applicable), and name of general partner(s).

4. If your organization is individually owned, answer the following: Date of organization and name of owner.

5. If the form of your organization is other than those listed above, please describe the organization form and name all principals.

6. Do you have experience in developing similar venues? For each venue for which you have relevant experience, identify your role, the venue type, venue name, location, and years of experience. For any venues you, your principal(s), or firm currently control or operate, include pictures of the front of the businesses and customer areas.

7. Please identify the proposed management team and provide resumes.

8. Did you include a detailed business plan as required with your submission and outlined in

“Submittal Response Guidelines”?

9. What economic incentives would you require as part of an agreement with the City/MCD?

10. Are you able to offer any capital as part of an agreement with the City/MCD or revenue sharing?

If so, please specify how much and relevant details.

11. Identify your vision for a short-term and/or long-term agreement with the City/MCD.

12. Do you have any litigation issues pending in the last three years? If yes, please explain.

13. Are there any judgments, claims, arbitration proceedings, or suits pending or outstanding against you, your firm, or principal(s)?

14. Have you or your firm filed any lawsuits or requested arbitration with regard to restaurant, retail ownership, operation, or management within the last five years?

15. Do you have a recently audited financial statement? If so, please identify the name and address of the firm that audited the statement.

16. Is the attached balance sheet and accompanying financial statement for the identical organization named under item 1 above? If not, please explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent-subsidiary).

17. Describe your proposed mechanisms for the transfer of ownership of the…