SPECIFICATIONS FOR

OPERATIONAL MANAGEMENT
OF THE
Dallas Farmers Market
BDZ1025

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Definition of Terms and Abbreviations
The following terms shall have the following meanings when used in these Specifications.

1. City: The City of Dallas, Texas, a municipal corporation of Dallas County, Texas, acting by and
through (a) its governing body, or (b) its City Manager each of whom is required by law to
perform specific duties. Responsibility for final enforcement of contracts involving the City of
Dallas is by authority vested in the City Manager.
2. City Attorney: The City Attorney of the City or duly authorized assistants or agents.
3. City Controller: The City Controller of the City or duly authorized assistants or agents.
4. City Council: The governing body of the City.
5. City Manager: The City Manager of the City or duly authorized assistants or agents.
6. City Secretary: The City Secretary of the City or duly authorized assistants or agents.
7. Contract: The written agreement covering the performance of the Operational Management
specifications. The Contract includes all specifications, the proposal and any supplemental
changes or agreements pertaining to the Operational Management Specifications. The
Contract shall be administered through the City's Office of Convention and Event Services
(CCT).
8. Director: The Director of the Department of Convention and Event Services (CCT) or duly
authorized designee.
9. Facility: The Dallas Farmers Market (DFM), including Sheds 1, 3 & 4 which are specific to use
for selling produce, Shed 2 specific to restaurants, specialty-food and food-related products, the
Operations/Administration Building, vendor restrooms, security office, multi-purpose room and
storage buildings.
10. Dallas Farmers Market (DFM): The Dallas Municipal Market, a property owned by the City of
Dallas and located at 1010 S. Pearl Expressway in downtown Dallas.
11. Operational Management Specifications (Specifications): The directions, provisions, and
requirements contained herein pertaining to overall management of the Facility.
12. Operator: The person, persons, partnership, company, firm, association, corporation, and its
sub-contractors acting directly or through an authorized representative submitting a proposal
and entering into a Contract for the services specified in the Operational Management
Specifications.
13. Proposal: The written statement or statements duly submitted to the City of Dallas Business
Development & Procurement Services Department (POM) by the person, persons, partnership,
company, firm, association, or corporation proposing to perform as specified in the Operational
Management Specifications.
14. Proposer: Any person, persons, partnership, company, firm, association, corporation and their
sub-contractors acting directly or through a duly authorized representative submitting a
proposal response to the Operational Management Specifications.
15. Sub-contractor: Any firm with which the Operator has a direct or indirect relationship in order
to meet any or all of the Specifications or fulfill the terms of the Contract.

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Section 1. General Information
1. History of the Dallas Farmers Market
The City of Dallas owns the Municipal Farmers Market, also known as the Dallas Farmers Market
(DFM). Here, farmers have sold their produce and goods in downtown Dallas as early as the 1860s.
As the demand for produce increased Cadiz and Pearl streets evolved into the epicenter of the
selling activity, resulting in the birth of a “Farmers Market.” By the close of the 1930s the City had
begun to organize the Market area, and construction of the first open air sheds begun. In December
1941 the site was officially commissioned by the City of Dallas as a Municipal Produce Market.
Currently, the DFM covers an area of nearly 13 acres and is bounded by Marilla Street on the north,
ERL Thornton Freeway (I-30) on the south, Cesar Chavez Blvd on the east and extends west to
Harwood Avenue. Included is approximately 100,000 sq. ft. of permanent retail space with 148
open air stalls and 56 spaces in an enclosed shed area. The DFM is open 24 hours a day, 362
days a year with retail business conducted during the day and wholesale business conducted
overnight. The DFM has approximately 1 million customers annually.

As a unique venue in the southeast corner of downtown Dallas, the DFM conducts special events in
partnership with groups composed of a vibrant and growing community of farmers, produce
dealers, restaurants, specialty food vendors and artisans.

2. Current Management
The DFM is currently operated by the City of Dallas; key operational activities are as follows:

▪ Manage and operate the DFM, recruiting and retaining farmers, produce dealers, wholesalers
and specialty food vendors
▪ Responsible for all expenses related to operating the facilities including staff, insurance,
maintenance, repairs, utilities, and security.
▪ Enforce rental and other fees for use of the facility stalls and secure permits for specialty food
and restaurant vendors and other related services.

3. Goals for the Operation and Management of the DFM

The City of Dallas is seeking responses from experienced management firms or teams to market,
manage, lease and operate the DFM to:

▪ Foment the recruitment and retention of farmers, produce dealers and vendors to support for
the day to day operations needs of the DFM.

▪ Create and impose a reasonable rental and fee rate structure for the support of the daily
operations of the DFM.

▪ Operate the Farmers Market; there shall be no contributed funds from the City to the operating
budget of the DFM under this agreement.

▪ Increase net revenue from Farmers Market operations.

▪ Increase outside (non city sources) for financial support.

▪ Support and maximize the utilization of the DFM as an important component of the Central
Business District.

▪ Recognize the historic importance of the DFM and preserve the Market for future generations.

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▪ Develop alternative ways to improve the physical plant of the Farmers Market to better serve
the community.

▪ Improve vendor/farmers/produce dealer’s participation and overall appeal to the community to

increase customer base.

4. Restrictions Maintaining Tax-Exempt Status for Bonds Issued for

the DFM

The DFM has been financed in part with tax-exempt bonds. The federal income tax law restricts
the use of the DFM by any person other than a state or local governmental person. Accordingly,
the terms of any agreement with the Operator will be restricted by federal income tax law.
The federal income tax law permits the DFM to be managed by the Operator if the management
agreement is structured to comply with the guidelines under Revenue Procedure 97-13 (“Qualifying
Management Agreement”). These guidelines include limitations on the term and the type of
compensation paid (e.g., periodic fixed fee per month) under the Qualifying Management
Agreement. The City welcomes any proposals that may be structured to comply with these
guidelines.
In addition, the City may be able to employ alternative structures with the management of the DFM.
The City welcomes creative structuring alternatives in submitted proposals.

5. Capital Improvement Bond Project/TCEQ Mandate

In January 2007 the City enter into an agreement with the Texas Commission on Environmental
Quality (TCEQ) to address the issues related to the discharge of municipal solid waste; specifically
the waste from the tenant’s cleaning of vegetables that were disposed of into the storm sewer
system. In response to this issue, and in an effort to eliminate the potential threat to the
environment, the City and the Commission have entered into a Compliance Agreement. The $6.2 M
bond program to meet the TCEQ mandate to install sanitary sewers at the Market will have an
impact and will result in vendor displacement during construction as well as reduced parking, which
will impact customers. The deadline for completion currently is August 31, 2011.

2006 Bond Program funds will be utilized to reroute the disposal of waste from the storm water
system to the waste water system.

Section 2. Specifications for Operational Management of

the Dallas Farmers Market
1. General Scope
The City shall award a Contract for the management and operation of the DFM for a period of five
(5) years with three (3) one-year renewal options. Initial contract time frame may be negotiated
upon agreement of significant capital improvements/investments by contractor.

The City will only consider proposals that provide for the continued management and operation of
the Farmers Market primarily as a public market which provides the organization and facilities that
connect communities to local farmers, produce dealers, artisans, and other vendors and provides

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wholesome family activities and educational programs.

The Contract shall become effective and on-site management services shall begin on the estimated
date of January 1, 2011. Responsibilities will include daily operational management, staffing,
scheduling, providing technical support for events, HVAC operation, cleaning, access control and
loss prevention, food service and the maintenance of all building components to include but not
limited to structure, fixtures, utilities, operations and equipment.

2. Farmers Market Activities

As a City facility constantly in the public eye, every aspect of operation for the facility shall produce
and maintain exemplary service standards equivalent to other public markets. Each employee and
contracted employee is expected to contribute to an efficient, responsive and positive environment
for vendors and costumers.

3. Farmers Market Management and Operations

The Operator shall operate, manage and maintain the DFM as a first-class rental facility for markets
and other events compatible with the facilities.
The selected management team will conduct the following duties:

A. Operations:

a. The DFM is to remain open twenty-four (24) hours per day seven (7) days per week to
allow for retail business during the day and wholesale business overnight.

b. The Operator shall manage the DFM facilities with reliability, integrity and diligence
and be in full compliance with the terms and intent of this Agreement

c. Manage the day-to-day activities of the DFM in a professional manner and focus on
efforts to attract and retain vendors.

d. Manage and focus on efforts to attract Dallas and outside residents to frequently visit
the DFM and do business with the tenants and vendors.

e. Keep the physical plant of the DFM in good working order and state of repair, and in a
clean and sanitary condition.

f. Keep areas in the DFM in a safe condition providing security of the facility twenty-four
(24) hours a day seven (7) days per week.

g. Promptly advise and consult with City staff about any material issue arising with
respect to the operation of the DFM.

B. Special Events: The Operator shall retain successful programs and present new programs
that generate (i) significant customer base and (ii) sales opportunities for vendors that
maximize and promote the use of facilities through a minimum of 6 annual special events that
promote regional agriculture, local farmers and healthful eating. All special events shall be
approved by the City of Dallas Office of Special Events.

C. Vendor recruitment and retention: The Operator shall recruit and retain qualified vendors
that conduct themselves in an ethical business manner and that offer quality products for the
consumer.

a. Recruit and retain qualified tenants for Shed two that will conduct business year round
and whose foods/products reflect a diverse mix that is in keeping with the current vision for
the DFM.

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 b. Rent stalls in the open air sheds in the DFM to vendors who engage in the sale of
agricultural products, including but not limited to, produce, flowers, honey and meats.

c. As vacancy occurs in the DFM, act promptly to secure a new, qualified tenant.

d. Promptly handle any complaint made by a member of the public, any tenant or vendor.

D. Market Staff: The Operator shall employ, train and supervise competent personnel with
appropriate qualifications and experience in sufficient numbers to provide all services
appropriate for the operations granted under the agreement. Special consideration should be
given to current staff of the DFM to fill available positions.

E. Security: Operator shall provide armed security guards and other personnel necessary for
the operation and maintenance of the facilities. Security staff shall at all times be dressed in
uniforms which are clearly identifiable as staff, appropriate for all weather conditions, neat,
clean and include photo I.D. tags identifying the employee.

F. Market Manager: Operator shall immediately upon execution of this Agreement, appoint a
DFM Manager who shall be the senior official of the Operator’s employees engaged for this
Agreement. Duties of the DFM Manager shall include but not be limited to:

 Hire/discipline employees based on guidelines provided by the Operator.

 Train new employees.
 Closely supervise all employees on duty.
 Check all equipment for proper operation.
 Daily walkthrough of DFM to make sure areas are clean and in safe condition.
 Ensure all monies are deposited in accordance with the terms of this Agreement.
 Submit quarterly reports and fax/submit to City Manager’s designee.
 Perform random, unannounced audits on cashiers regularly.

G. Housekeeping and Janitorial: The Operator shall provide all housekeeping and
janitorial services necessary for the operation of the facility. Such services shall include, but
are not limited to, the performance of the following tasks and provisions of all related
supplies, equipment and labor; sweeping, washing, vacuuming, dusting, keeping furniture
and fixtures in clean condition, washing windows, cleaning and stocking restrooms and
maintaining lighting fixtures; keeping walks, fire escapes, exit and egress corridors free of
snow and ice; and disposing of trash, refuse and the like.

H. Systems and Equipment Maintenance and Repair: The Operator shall maintain in
good repair all building equipment and systems, including electrical, mechanical, plumbing,
heating and air conditioning systems, front and rear doors, light fixtures and bulb
replacements, plumbing and floor drains, exhaust fans, windows, interior doors, security
equipment, storm water drain and Shed Two grease trap.

I. Building Maintenance and Repair: The Operator shall perform routine repair and
maintenance of all sheds, roof, foundation, exterior walls, exterior lighting, termites and pest
extermination, exterior grounds and all public and common areas of the facility to keep them
in a reasonably neat, safe, clean, repaired, sanitary and attractive condition.

J. Utilities: The Operator shall pay the cost of all utility services and initial connection
charges, including but not limited to water, gas, trash hall refuse disposal and electricity used
in connection with or chargeable against the facility for the duration of the term of the
contract.

K. Operating Account: The Operator shall deposit all funds generated from the operation

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 of the facilities with a federally insured commercial bank or savings & loan institution that is
located within the City limits of Dallas, Dallas County, Texas. This bank account and the
balance of funds shall be used solely for purposes of making payments for costs required to
perform this Contract.

L. Annual Budget: The Operator shall submit annual operating budgets for the upcoming
fiscal year to the City Manager or designee for review, at a date to be determined each
year by the City Manager or designee. Such budgets shall include detailed information
regarding estimated income to be received from all sources in a clearly detailed budget of
expenditures. The Operator shall have the obligation to pay all charges for water,
electricity, gas and sewer service used in the facility and all charges for telecommunication
services. The City shall in no event be liable to pay for any interruption for failure of such
utilities and service and shall not contribute funds from the City of Dallas to the operating
budget of the DFM under this agreement.

M. Minority and Women’s Business Enterprise Participation (M/WBE): The Operator

shall use its best efforts to meet the City's goal for MWBE participation as stated in section
14C below.

4. Compensation
The compensation structure may be restricted in accordance with IRS Guidelines pursuant
to a Qualifying Management Agreement. Accordingly, a portion of the fee must be fixed
and the term limited in accordance with such guidelines.

5. Insurance
Operator will be required to purchase and maintain, during the term of the contract,
insurance as described in Exhibit D.

6. Observance of Laws, Rules and Regulations

The Operator shall at all times comply with all policies and regulations as established by
the Dallas City Code, all applicable laws, rules, regulations and orders of the Federal
Government, State of Texas and the City of Dallas. The Operator shall also be in
compliance with OSHA safety regulations.

7. Permits, Licenses and Taxes

The Operator shall comply with all requirements of federal, state and local laws and
regulations pertinent to or affecting any phase of services. The Operator shall at its own
expense procure and keep in force during the entire period of the Contract all permits and
licenses required by such laws and regulations.

8. Storage and Office Space

A. The City shall designate space to the Operator for storage of materials, equipment, and
personnel work space. The space provided shall be used solely for the purpose of
transacting business/work relating to the effective operation of work required by the
City.

B. Space furnished to the Operator may be used by the Operator during the term of the
Contract but shall be returned at the termination of the Contract or replaced with
furnishings in similar condition as existed at the time of entering into the contract;
reasonable wear and tear excepted.

C. The City shall not be responsible in any way for damage that may occur by fire, theft,

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 accident, or otherwise, to the Operator's stored supplies, materials, or equipment kept
in the building or buildings; or the personal belongings of the Operator's employees
brought to the facilities.

9. Parking
The Operator shall have access to appropriate on-site parking free of charge for the
duration of this contract.

10. Fire Protection and Prevention

A. Fire Code: The Operator shall comply with all fire protection measures prescribed in
the City Fire Code, a copy of which is on file in the office of Fire Prevention Education
and Inspection 2014 Main Room 401, Ph. 670-4319. All sweeping compounds, dust
cloths, mop treating materials, and floor treatment materials (exclusive of waxes) shall
be products which are free of spontaneous heating tendency. Listing of these products
as free of this tendency by qualified nationally recognized testing organizations shall be
considered as meeting these requirements. All products stored on City property shall
be labeled with Hazardous Warning Data labels as required by the Federal and State of
Texas Hazardous Waste Regulations. All electrical appliances, cords and extension
cords shall bear the UL approved tags.

B. Combustible Materials: The Operator shall not store combustible supplies, including
but not limited to rags and paper, near possible sources of ignition, such as, but not
limited to steam pipes and high wattage lamps. The Operator shall consider
contaminated buckets, mops, cloths, and brushes as potentially subject to spontaneous
heating and shall not store such items in buildings. The Operator shall store used
wiping cloths and treated dust mops in covered metal containers. Employees shall be
required to collect contents of ashtrays in metal containers separate from regular
collection containers.

11. Protection and Damage

A. Operator Responsibility: The Operator shall, without additional expense to the City,
be responsible for all damage to persons or property that occurs as a result of the
Operator's or any or all Sub-contractor's fault or negligence in connection with the
execution of the work, and shall be responsible for the proper care and protection of
work performed. Breakage or loss of office equipment or property other than that
owned by the Operator that may occur in or about the Facility as a result of the
Operator's actions or of the actions of the Operator's Sub-contractors, shall be repaired
or replaced at the Operator's expense.

B. Safety: The Operator shall take all precautions necessary for the protection against
injury of all persons engaged at the site in the performance of the work. The Operator
shall observe all pertinent safety practices and comply with applicable safety
regulations.

C. Keys: It shall be the Operator's responsibility to provide the City Manager or designee
on an annual basis, or within 2 business days of the City Manager making such
request, a list of the names of persons who have been issued keys to the facilities. In
the event a key is lost or misplaced it shall be the responsibility of the Operator to
replace the locks in that facility at the Operator's expense.

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12. Other Contracts
A. City Agreements: The Operator shall agree to honor any pre-existing Dealer Permits
for Shed 2 Specialty Food and Eateries vendors in which the City has entered.

13. Temporary Alterations and Additions

A. Temporary Alterations: To the extent reasonably necessary or desirable for the
Operator to use and manage the Facility, the Operator may erect or install within the
Facility temporary alterations, additions, or equipment of a special function that do not
alter the structural integrity or basic configuration of the Facility. In doing so, the
Operator shall comply with all applicable governmental laws, statues, ordinances,
codes, and regulations regarding structures. All Sub-contractors of the Operator shall
carry sufficient and appropriate insurance as may be required by the City. However,
with the exception of temporary alterations, improvements or additions, the Operator
shall secure prior approval by the City for any such alteration, improvement or addition
to the facilities. All and any other uses outside of the specified alterations and additions
shall require prior authorization from the City Manager or designee.

14. Improvements
A. Right to Improve: During the term of the Contract and with the approval of the City,
the Operator may without cost to the City have the right to remodel, renovate and
refurbish the premises. Prior written approval by the City Manager or designee will be
required for any improvements.

B. Prior Approval: The Operator shall provide and submit plans and specifications for
any and all remodeling, renovation, or refurbishment to the City Manager or his/her
designee for prior review and written approval. Prior to commencing any remodeling,
renovation or refurbishments of or to the DFM, the Operator shall provide the City with
proof of insurance satisfactory to the City. The Operator shall also provide the City with
proof satisfactory to the City that the Operator has funds available sufficient to
complete any such work, including reasonable contingency reserves. All improvements
to the facility made by the Operator will be at the Operator’s expense, in a good and
workmanlike manner, in compliance with applicable building codes, and free and clear
of any liens and encumbrances. All improvements to the facility or any part thereof will
become part of the facility and shall remain upon and surrendered with the premises as
a part thereof at the end of the contract term without disturbance, molestation or injury.

C. Business Inclusion and Development Plan: It is the policy of the City of Dallas to
use qualified Minority and Women-Owned Business Enterprises (M/WBEs) to the
greatest extent feasible on the City’s construction, procurement and professional
services contracts. The City and its contractors shall not discriminate on the basis of
race, color, religion, national origin, or sex in the award and performance of contracts.
In consideration of this policy, the City of Dallas has adopted the Business Inclusion
and Development Plan (BID Plan) for all City of Dallas contracts. The purpose of the
Business Inclusion and Development Plan is to increase participation of locally owned
M/WBEs in City procurement and contracting opportunities and to develop the local
business base through the award of contracts and purchases to locally owned
businesses.

The information shall be submitted with the proposal and shall include:

• Submission of an affirmative action plan and/or policy and submission of the

Ethnic Workforce Composition Report (BDPS-FRM-204).

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 • Submission of the RFP/RFQ Contractor’s Affidavit History of M/WBE Utilization
Form (BDPS-FRM-205) showing utilization of M/WBE’s on previous contracts.

• Submit additional documentation of past performance and history of complying

with M/WBE capacity building goals and how they were accomplished, e.g.
Mentor-Protégé programs and vendor outreach events with Chambers of
Commerce and Business Advocacy Groups.

• Submission of the RFP/RFQ Contractor’s Affidavit Type of Work by Prime and

Subconsultant Form (BDPS-FRM-206). Your Firm (s) Team make-up should
include a significant number of diverse M/WBE firms in meaningful roles on the
project.

• The name, address and telephone number of each M/WBE; (2) the description
of the work to be performed by each M/WBE; and (3) the approximate dollar
amount/percentage of the participation. The City encourages joint ventures
with M/WBEs that enhance capacity building; If joint-venture is being
considered, submit documentation of possible joint- venture opportunities to
provide spring board for fostering more and larger M/WBE firms in the market.

• Submission of the signed Business Inclusion and Development Affidavit Form

(BDPS-FRM-203) which shows evidence of acknowledgement of the City’s
Business Inclusion and Development (BID) Plan and demonstrates intent to
comply with the policy and evidence of M/WBE inclusion to meet the BID goal
for the project.

Help in preparing the forms may be obtained by contacting a member of the

ResourceLink team – Lisa Alonzo- 214-243-2131, or by sending an email to her at this
address - lisa.alonzo@dallascityhall.com.

C. Failure of Systems: In the event of structural or mechanical failure of an essential

building component or system, or the need to modify or replace an essential building
component as a result of a requirement imposed by any government, the Operator
shall be solely responsible for the costs of completing the necessary repairs.

D. City Rights to Improve: The City reserves the right to repair, replace or modify any
component or system of the building at its sole discretion, subject to appropriation and
required City approvals.

15. Property
A. All property furnished by City under the Contract shall remain the property of the City.
Maintenance, repair, alteration and replacement of all equipment and furnishings
supplied by the City or Operator during the Contract shall be at the expense of the
Operator. Upon termination of the Contract, the Operator shall render an accounting of
all such property which has come into its possession under the Contract. Any property
contained within the facility that is lost or damaged, resulting from improper use or
negligence by Operator personnel, shall be replaced at the sole expense of the
Operator. All alterations and replacements of equipment and furnishings shall be
approved by the City Manager.

B. The City shall not be responsible for any goods, merchandise or equipment stored at
either facility, nor shall it be responsible for damage resulting from a power failure,
flood, fire, explosion and/or other cause.

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 C. The Facilities and all City property shall be used only for official City business in the
performance of this Contract.

16. Access to the Building

A. City Access: The City and its authorized officers, employees, agents, contractors,
subcontractors and other representatives shall have the right (at such times as may be
reasonable under the circumstances and with as little interruption of the Operator's
operations as is reasonably practicable) to enter upon and in the premises for the
following purposes:

(1) Inspection: To inspect such premises to determine whether the Operator has
complied and is complying with the terms and conditions of the Contract.

(2) Access: To gain access to the mechanical, electrical, utility and structural systems
of the DFM for the purpose of maintaining and repairing such systems.

(3) Loss Control: The Operator will allow City Property insurer's loss control
engineers access to premises for inspections and will comply with their
recommendations.

17. Smoking
The facilities have been declared smoke-free buildings by City Ordinance. All Operator's
employees and sub-contractors will refrain from smoking anywhere inside the sheds and
the administration building at all times, and will not permit guests and patrons to do the
same.

18. Liens
The Operator recognizes and understands that no liens may be secured against public
property as a matter of law, and agrees to keep the premises and all fixtures and
purchased property located thereon free from any and all claims or purported liens arising
out of any work performed, materials furnished, or obligations incurred by the Operator, its
on-site management, employees, and subcontractors, and shall reimburse the City for any
attorney's fees incurred in the defense of proceedings to enforce or foreclose such liens
including actions brought by the City to remove any such unlawful liens.

19. Labor Force

A. The work required shall be performed at the quality standards level, or higher than that
outlined herein. If in the conduct of the work, it is determined that the Operator has not
provided for sufficient personnel based on the number quoted in the proposal
documents additional work force shall be engaged, at no cost to the City, to provide the
quality of work outlined in the specifications and as required by the City. This level of
work force shall be provided at all times, regardless of vacations, sick leave, or other
causes.

B. The Operator shall employ only such managers, superintendents, supervisors, and
workers who are careful, competent and fully qualified to perform the duties of tasks
assigned to them and shall secure the summary dismissal of any person or persons
employed by the Operator or its Sub-contractors on or about the work site who shall
misconduct him/herself or be incompetent, disrespectful, intemperate, dishonest, or
otherwise objectionable or neglectful in the proper performance of his/her duties or who
neglects or refuses to comply with or carry out the directions of the Operator.

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 C. Supervision by Operator:

(1) All supervisory and working supervisory personnel shall understand and speak
English fluently, able to understand instructions and communicate to those
being supervised the nature of the job and what is to be accomplished.

(2) When the work of the Contract is being carried out, the Operator or an
authorized competent representative shall be present on the work site at all
times, or as otherwise specified by individual locations within these
specifications.

(3) The personnel employed by the Operator shall be capable employees, qualified
in such work.

(4) A fully qualified force shall be on board at the beginning of the Contract
performance and shall be maintained throughout the period of the contract.

(5) All Operator and Sub-contractor employees shall be a minimum of 16 years of

age.

(6) Each employee shall be a citizen of the United States of America, or an alien
who has been lawfully admitted for permanent residence, as evidenced by Alien
Registration Receipt card or who presents other evidence from the Immigration
and Naturalization Service that employment shall not affect his immigration
status. Acceptable evidence shall consist of a birth certificate or appropriate
naturalization papers.

(7) The Operator shall ensure that all employees assigned are in good general
health, without physical defects or abnormalities which would interfere with the
performance of duties. They shall be free from any communicable disease.

20. Wage Rates

Operator agrees to pay not less than the minimum wage rates established by law.
Proposed salaries are to be provided as part of this RFP as listed in section 4.3.A-5.

21. Complaints and Non-Performance

The Operator shall develop a system for resolving and recording complaints, and recording
the corrective action taken. The Operator shall make available to facility users information
on the procedure for reporting complaints.

22. Reports, Records and Audits

The Operator shall submit a quarterly report to the City, the City Manager or designee shall
approve report formatting. Such reports shall include an accounting of the services
provided, events held at the facility, attendance, services provided by Operator, and
revenue statements.

An audit for the most recently completed fiscal year shall be submitted annually as soon as
the audit is completed but no later than 6 months after the completion of the fiscal year.
The audit of financial statements shall be conducted by a certified professional accountant
in accordance with generally accepted accounting principles; reviews or compilations are
not acceptable substitutions for the audited financial statements

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 City may review any and all of the services performed by Operator under this Contract.
City is granted the right to audit, at City’s election, all of Operator’s records and billings
relating to the performance of this Contract. Operator agrees to retain such records for a
minimum of three (3) years following completion of this Contract. Any payment, settlement,
satisfaction, or release made or provided during the course of performance of this Contract
shall be subject to City’s rights as may be disclosed by an audit under this section.

Section 3. Contract
1. Award of Contract
The award of this Contract shall be in its entirety to the Proposer determined to be most
responsive and responsible.

The City of Dallas reserves the right to reject any and all proposals and to waive any and all
irregularities and formalities where it is in the best interest of the City and the facility. The
submission of a proposal not in keeping with the City's goals and/or operational precedent,
and which could adversely affect the City’s public image, shall not be accepted. The City
reserves the right to withhold the award of the Contract for a reasonable period of time and
no award shall be made until investigations are completed as to the capabilities of all
Proposers.

The Contract Documents shall be drafted by the City Attorney's Office and tailored for this
overall operational procurement. The Operator shall be required to execute the Contract,
and provide all documents required after award of the Contract by City Council. The
Contract shall be governed by and construed in accordance with the Charter and
ordinances of City, as amended, and all applicable State and Federal Laws. The
obligations of the parties to the Contract shall be performable in the City of Dallas, Dallas
County, Texas, and if legal action is necessary in connection therewith, exclusive venue
shall lie in Dallas County, Texas.

The City's Contract shall be with the successful Proposers only, and shall not include any
third party arrangement.

In the event that the successful Proposer does not execute the Contract within thirty (30)
days following authorization by City Council, the award of the Contract may then be made
to the next best qualified, responsive and responsible Proposer, or the City of Dallas may,
as its exclusive option, decide to request for new proposals..

2. Assignment of Contract
A. No Assignment: The Operator shall not assign, transfer, sublet, convey or otherwise
dispose of the Contract or any part therein or its right, title or interest therein or its
power to execute the same to any other persons, firm, partnership, company or
corporation without the prior written consent of the City. Should the Operator assign,
transfer, sublet, convey or otherwise dispose of its right, title or interest or any part
thereof in violation of this section, the City, at its discretion, may cancel the Contract
and all rights, title and interest of the Operator shall therein cease and terminate, and
the Operator shall be declared in default.

3. Indemnity
The Operator shall agree to defend, indemnify and hold the City, its officers; agents, and
employees/harmless against any and all claims, lawsuits, judgments, costs, and expenses

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 for personal injury (including death), property damage or other harm for which recovery of
damages is sought that may arise out of or be occasioned by the Operator's intentional or
negligent breach of any of the terms or provisions of this contract, or by any other negligent
or strictly liable act or omission of the Operator's, its officers, agents, employees, tenants,
or subcontractors, in the performance of this contract; except that the liability resulting from
the sole negligence of the City, its officers, agents, or employees. In the event of joint and
concurrent negligence of the City and the Operator responsibility, if any, shall be
apportioned comparatively in accordance with the law of the State of Texas, without
waiving any governmental immunity available to the City under Texas law and without
waiving any defense of the parties under Texas law. The provisions of this paragraph are
solely for the benefit of the parties hereto and not intended to create or grant any rights,
contractual or otherwise, to any other person or entity.

Anything herein to the contrary notwithstanding, the City shall not be liable or responsible
for any failure to furnish the services set forth above occasioned by strike or other work
stoppage. Federal, State, or local government action, breakdown, or failure of apparatus,
equipment or machinery employed in supplying the said services, any temporary stoppage
for the repair, improvement or enlargement thereof or any act or condition beyond its
reasonable control.

4. Default
A. Events of Default: The following events shall be deemed as events of default by
Operator under this Contract:

(1) Operator shall become insolvent, or shall make a transfer in fraud of creditors, or
shall make an assignment for the benefit of creditors.

(2) Operator attempts to assign the Contract without the prior written consent of the
City; or

(3) Operator shall fail to perform, keep or observe any term, provision or covenant of
the Contract to be performed, kept or observed.

B. If an event of default occurs, the City Manager shall give the Operator written notice of
the default. If the default is not corrected to the satisfaction and approval of the City
Manager within thirty (30) days of receipt of such notice by the Operator, the City may
immediately replace the Operator. The City shall not pay any expense to the Operator
resulting from this action.

C. At the direction of the City Manager or designee, the Operator shall vacate the facilities
and shall have no right to further operate under the Contract.

D. Within forty-eight (48) hours after such demand by the City, the Operator, under the
supervision of the City Manager or designee, shall remove all equipment and supplies
to which he is properly entitled, as specified herein.

E. The Operator in accepting the Contract agrees that the City shall not be liable to
prosecution for damages or lost anticipated profits in the event that the City cancels or
terminates this Contract.

F. No waiver by the City of any default or breach of any covenant, condition, or stipulation
herein contained shall be treated as a waiver of any subsequent default or breach of
the same or any other covenant, condition, or stipulation hereof.

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5. Termination for Convenience
The City may, at its option and without prejudice to any other remedy to which it may be
entitled at law or in equity, or elsewhere under this Contract, terminate this Contract, in
whole or in part, by giving ninety (60) days written notice thereof to the Operator with the
understanding that all work being performed under the Contract shall cease upon the date
specified in such notice. The City shall compensate the Operator in accordance with the
terms of the Contract for the Work performed prior to the date specified in such notice and
any existing unamortized capital investment.

6. Notices
A. Any notices, payments, statements, or demands required or permitted to be given
hereunder by either party to the other may be effected by personal delivery in writing or
by mail, postage prepaid. Mailed notices shall be addressed to the parties at the
addresses appearing below, but each party may change its address by written notice in
accordance with this section. Mailed notices shall be deemed communicated as of
three days after mailing.

B. All notices required or permitted to be given to the City shall be mailed to the Director of
Convention and Event Services, Dallas Convention Center,, 650 S Griffin St, Dallas, TX
75202.

C. All notices required or permitted to be given to the Operator shall be presented to the
Operator or mailed to the address indicated in the proposal, unless the Operator shall
notify the City Manager in writing of a change of address.

7. Miscellaneous
A. Operator shall thoroughly familiarize themselves with the provisions of these
Specifications and the facilities. After executing the Contract, no consideration shall be
given to any claim of misunderstanding.

B. In the event that either party hereto is prevented from completing its obligations under
the Contract by act of God, strike, lockout, material or labor restrictions by any
governmental authority, civil riot, flood or any cause beyond the control of the parties
hereto, then such party shall be excused from such performance for such period of time
as is reasonably necessary after such occurrence to remedy the effects thereof.

C. The section headings in these Specifications are for convenience in reference and are
not intended to define or limit the scope of any of the conditions, terms or provisions of
these Specifications.

D. Should any question arise as to the proper interpretation of the terms and conditions of
these Specifications, the decision of the City Attorney shall be final.

E. No notice to the Operator to quit possession at the expiration date of the term of this
Agreement shall be necessary. Operator covenants and agrees that at the expiration
date of the term of the Contract, or at the earlier termination hereof, it shall peaceably
surrender possession of the premises in good condition, reasonable wear and tear, and
acts of God excepted, and the City shall have the right to take possession of the Center
or any portion thereof without being liable for prosecution or any claim of damages
thereof.

F. The Operator shall not allow the distribution of campaign or political literature of any

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 kind by an employee at any time at the DFM.

8. Conduct of Work

A. Any work which is unsatisfactory to the City Manager shall be called to the attention of
the Operator and the Operator shall be required to properly service the areas in
question by commencement of work the following day, and to take steps to improve the
overall results in the future. Failure by the Operator to comply with such requests shall
result in the corrective work being done by others with the cost charged to the
Operator, and deductions being imposed as stated in Complaints and Non-
performance, or in termination of the Contract. The Operator shall not allow the
distribution of campaign or political literature of any kind by an employee at any time at
the Center.

Section 4. Proposal Process

1. Review of Specifications and Analysis of Potential
Prospective Proposers shall have one (1) opportunity to view the DFM and raise questions
regarding the specifications and facilities directly to CCT staff. All questions following the
pre-proposal meeting shall be submitted in writing to the Buyer no later than 4 business
days following the pre-proposal meeting.

The pre-proposal meetings are expected to cover all aspects of the Specifications and the
Proposal Process, and shall include a complete and thorough tour of the Farmers Market.
The pre-proposal meeting is expected to last approximately 3 hours, with appropriate
breaks.

Any adjustments to the Specifications shall be posted as an addendum on the Advantage

Vendor Self Service Website, www.bids.dallascityhall.org, for prospective Proposers.

2. Proposal Submission
Sealed proposals are to be submitted by the Proposers responding to the Operational
Management Specifications no later than 2:00 p.m. on the specified due date. Proposals
shall be delivered by mail or in person to the Business Development and Procurement
office at Dallas City Hall, 1500 Marilla St, Room 3FN, Dallas, TX 75201.

3. Documentation
Documents that shall be submitted as part of the proposal process include:

A. Evidence of Qualifications: To provide information with regard to these minimum

qualifications, the following shall be submitted with the proposal:

(1) A cover page that indicates the following information:

a) Proposer’s entity name and mailing address

b) Proposer’s current legal status (corporation, partnership, sole proprietor,

etc.)

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 c) Federal ID number or social security number

d) Primary Contact Person and Alternate Contact Person’s name, title,

phone number, fax number and email address

e) Signature of authorized corporate officer for each entity proposing

individually or as a partnership or team

(2) A one (1) page Statement of Interest that briefly describes the Proposer’s unique
qualifications as they pertain to this particular project.

(3) A Narrative Summary of not more than four (4) pages in length that includes the
nature and structure of the proposed management and presenting agreement
and how the proposal addresses each of the goals. This narrative summary shall
include details regarding the Proposer’s plan for facility maintenance, facility
management and operations.

(4) A one (1) page Statement of Qualifications to include summary of relevant

background and experience in managing comparable facilities. Certification of
the ability to begin full operations upon award of Contract.

(5) A proposed organizational chart, job descriptions and the qualifying experience
required for each position, a schedule of salaries and benefits for each position.
Additionally, bios resumes of key personnel who would manage the facility
should be included. This section of the proposal shall not exceed five (5) pages.

(6) A one (1) to two (2) page description of contractor’s current office and location,
permanent staff size, and any additional material that would support the
Proposer’s ability to sustain appropriate demands of a Contract.

(7) A preliminary Operating Pro Forma showing the methodology for maintenance
and operations of the facility. This section of the proposal shall not exceed three
(3) pages.

(8) A retail space sales plan that addresses lease of stalls and shed spaces. This
section of the proposal shall not exceed two (2) pages.

(9) A Facility Utilization and Marketing Plan for maximizing overall usage of the
DFM, giving particular emphasis to marketing the facility as a premier public
market facility and a historically significant landmark in the City. This plan shall
include the Proposer’s plan for the mix of event types that will take place at the
Farmers Market. This section of the proposal shall not exceed three (3) pages.

(10) A financial statement, which includes the Proposer’s assets and liabilities, that is
not to be older than one (1) year after the close of the accounting period. Said
statement is to be certified by a certified public accountant. In addition, the
Proposer shall submit financial statements for each of three years preceding the
most current statement.

(11) Proposed annual operating budgets for the estimated periods of January 1, 2011
through September 30, 2011, and October 1, 2011 through September 30, 2012,
and each annual period following until the end of the initial 5 year term. Each
budget shall show a detailed breakdown of both anticipated expenses and
revenues, to include any proposed rents and fees.

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 (12) Listing of key tasks' to be completed by Proposer upon signing of Contract and
prior to assuming on-site management responsibility for the DFM on January 1,
2011 (or earlier, if feasible as determined jointly by successful Proposer and
City). Include proposed timeline and estimated costs.

(13) Description of plan to address anticipated uses for the facility for FY10/11 and
beyond. NOTE: Proposer shall be expected to work with the current
commitments contracted by the City for Shed 2 specialty food and eateries
vendors to take place after January 1, 2011. A list of these agreements will be
provided to the Proposer.

(14) Submission of Proposer’s plan to consider the continuance of existing staff.

(15) Background materials such as letters of support and information pertaining to

Proposer’s qualifications, presenting and facility management experience. This
section of the proposal shall not exceed five (5) pages.

(16) A manual of proposed operational procedures or a sample manual of operating

procedures for a facility currently under the management of the Proposer.

(17) A descriptive list of items of equipment and furnishings, including costs that the
Proposer proposes to provide in compliance with these Specifications.

(18) A list of no less than four (4) clients, with names, email addresses and phone
numbers of contacts, that can attest to the Proposer’s capacity to provide the
services requested in this Proposal. The references shall include clients to whom
which the Proposer has provided operational management services within the
past three (3) years.

B. Other Documents: The Proposer shall refer to the Bid Checklist on attachement
“Signature Page,Instructions,General Conditions” for all other City documents to be
included in the proposal.

C. If the Proposer has any concerns regarding its ability or willingness to meet with any
terms and conditions expressed in this RFP or in the attached sample contract, please
include a statement that addresses the particular terms and any alternative language
preferred by the Proposer.

D. The City Council, City Manager and City Attorney may require such other information
as deemed necessary to ascertain the qualifications of the Proposer.

E. The decision of the City as to the acceptable qualifications of the Proposer shall be
final.

4. Format for Proposal

Proposal shall be contained in one (1) three-ring binder with a maximum size of two (2)
inches in diameter.
▪ A cover letter and table of contents should be provided on the front of the binder
▪ Binder cover shall identify the name of the respondent and the name of the project for
which the Proposal is submitted (“Operational Management of the Dallas Farmers
Market – BDZ1025 ”)
▪ Separate and identify each response to Section 3-A (1-18), Section 3-B, and 3-C using
divider sheets with an integral tab for ready reference.

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 ▪ Use vertical format on 8 ½ x 11 paper, double-sided if possible
▪ Number all the pages consecutively
▪ Submit one (1) marked original hard copy proposal and seven (7) electronic
versions (Flash Drive or CD-Rom only).

5. Disqualification of Proposer
Proposer may be disqualified for any but not limited to the following reasons:

A. Reason to believe collusion exists among the Proposers

B. The Proposer is involved in litigation against the City

C. The Proposer is in arrears on an existing Contract or has failed to perform on a

previous Contract with the City

D. Lack of financial stability

E. Failure to complete RFP forms as requested

F. Failure to meet Specifications

5. Due Date
Sealed proposals are to be hand delivered or mailed to the Business Development and
Procurement office at Dallas City Hall, 1500 Marilla St., Room 3FN, Dallas, TX 75201 by
the time and date identified in the advertisement for Request for Proposals.

All packages shall be clearly marked with the Proposer’s name and RFP name and number
(“Operational Management of the Dallas Farmers Market – BDZ1025 ”). Starting at 2:01
p.m. on the specified due date, RFP submissions will not be accepted and will be returned
to the Proposer unopened.

6. Public Information
All information, documentation, and other materials submitted in response to this RFP are
considered non-confidential and/or non-proprietary and are subject to public disclosure
under the Texas Public Information Act after the solicitation is completed and contact
executed with the selected Proposer.

Section 5. Selection Process

1. Request for Proposals
This RFP shall serve to select a new Operator for the DFM. The RFP provides information
necessary to prepare and submit a proposal for consideration and ranking by the City of
Dallas. Based on the evaluation criteria established for this proposal, each submitted
proposal will be reviewed, evaluated and ranked by the City. Based on this ranking, the City
will select one firm to contract as the new operator for the DFM.

Acceptance of Evaluation Methodology: By submitting its proposal in response to this RFP,

proposer accepts the evaluation process as outlined in this RFP and acknowledges and
accepts that determination of the most qualified firm offering the best value to the City may

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 require subjective judgments by the owner.

2. Selection Process Estimated Schedule

▪ Announcement of RFP August 26 & September 2,
2010

▪ Pre Proposal Meeting and Tour of the DFM September 7, 2010 (1:30 PM)

▪ Request for Proposals Due September 22, 2010

▪ Proposal Evaluations (Includes oral presentations if needed) September 23-30, 2010

▪ Estimated City Council authorization of contract December 8, 2010

Unexpected factors may cause the listed dates to be revised. Any change will be posted
on the City’s website as an addendum.

3. Criteria for Review and Evaluation

The following criteria shall be used to evaluate and determine the ranking for the proposals:

1. Proposer’s Experience and Qualifications (20 points):

(a) Demonstrated knowledge and ability to maintain, manage and operate

public market facilities or facilities of comparable nature, managing urban
commercial projects, managing specialty retail and market-type areas

(b) Conducting all activities within an oversight frame work established by a

public government body;

(c) Knowledge of the public market business, both nonprofit and commercial,
including recruitment of vendors and retention and operations and
marketing;

(d) Demonstrated experience and knowledge of public market labor

management.

(e) Proposer’s plan to consider the continuance of existing staff.

2. Proposer’s plan for the management and operations of the DFM (20 points):

(a) The proposed plan for the management and operations of the facility works
towards achieving the City’s goals for the long-term management and
operations of the DFM;

(b) Strategy to maximize the use of the facility.

(c) Sound fiscal plan for projected revenue to the City, current and future
management, operation and maintenance of the facility

3. Proposer’s plan for structure rates and projected revenue to the City (30 points):

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 (a) Fee rate structure and value of the Proposer’s financial contribution to the
project, both short and long-term;

4. Proposer’s financial stability as demonstrated in the financial documentation

submitted (15 points).

5. Business Inclusion and Development Plan (15 points)

4. Evaluation of Proposals
The City will evaluate the proposals and a recommendation will be presented to the City
Council for approval. The City may feel the need anytime after the initial evaluations to
schedule oral presentations of any or all Proposers if deemed necessary. The final
selection, if any, will be the proposal which best meets the requirements set by the City.

5. Contract Award
Upon selection of a successful Proposer, the City and the Proposer will negotiate a final
contract, based on the terms outlined in this RFP. A sample agreement, with the general
terms for the final contract, is attached as Sample Management Contract. By submitting a
proposal, the Proposer agrees to be bound by these terms and conditions unless otherwise
noted in the Submittal.

Upon recommendation of a Respondent by the Review Panel, the Dallas City Council will
make the final decision for approval of the Respondent and its Proposal. In its
consideration of the Proposal, the City Council may request additional information and
presentation(s) from the Respondent.

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