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HomeMy WebLinkAboutContract 50267 CITY SECRETARY ,�1 CONTRACT NO. �no��0� v�c�o Standard Commission Agreement This Standard Commission Agreement (this "Agreement') is entered into to be effective as of December 15,2017,by City of Fort Worth("Owner")and Cushman& Wakefield U.S.,Inc. (the"Broker"). Owner is the owner of the property described in the attached Exhibit "A" (the "Pro a "). Broker desires to introduce to Owner a person or entity that is a prospective lessee of the Property or a portion thereof, and the purpose of this Agreement is to set forth the terms and conditions under which Owner would pay a brokerage commission to Broker as the result of the consummation of a lease of the Property,or a portion thereof,to such prospect. NOW, THEREFORE, in consideration of the covenants contained herein, Owner and Broker agree as follows: 1. Broker's License. Broker represents that it is a currently and duly licensed real estate broker under the laws of the State of Texas. 2. The Prospect. Broker desires to introduce Rolls Royce, including its affiliates, successors, assignees and nominees C' ros ec ') to Owner as a prospective lessee for the Property,or a portion thereof. 3. Commission. (a) If, and on the condition that, Owner, within 90 days after the date of this Agreement, enters into a lease agreement (the "Lease") with the Prospect for demised premises in the Property, except as otherwise provided below Owner shall pay to Broker a brokerage commission equal to 4.5%of the aggregate Net Rental (hereinafter defined) payable to Owner by Prospect under the terms of the Lease during the first ten years of the primary term of the Lease. The commission shall be due and payable by Owner to Broker in two installments, with (i) the first 50% of the ten-year commission due and payable within 30 days after the execution of the Lease and (ii) the second 50% of the ten-year commission due and payable within 30 days of the issuance of the certificate of occupancy, (as described in Exhibit"B").No commission shall be due and payable if the Lease is not entered into for any reason whatsoever. Broker will be paid a commission for the entire 10 year term of the Lease notwithstanding any right of early termination by Prospect. (b) The term"Net Rental" means only the base monthly rent actually due and payable under the Lease, and does not include any of the following: percentage rent; security deposits; free rent; amounts paid by the Prospect to Owner as the Prospect's share of any taxes, utilities, insurance premiums, repairs, maintenance, other operating expenses, Owner's overhead or other "pass-through" payments related to the demised l C FICIAL RECORD CITY ECE'TARY rr.V".""m ij TQC premises, building, common areas and/or Property; escalations due landlord in excess of base rental originally scheduled in the Lease (which excluded escalations include,but are not limited to, rent increases based upon any cost of living increases, CPI indexing or similar formulas, unless a minimum is provided); or amortization of special leasehold improvements. (c) In the event Prospect expands, extends or renews the Lease, Owner shall pay to Broker, within 30 days after the expansion, extension or renewal becomes effective, a commission equal to 4.5% of the aggregate Net Rental received by Owner from Prospect under the expansion, extension or renewal in excess of the Net Rental for which a commission has already been paid;provided,however,that Owner shall not have any liability or obligation with respect to any expansion, extension or renewal entered into at a time when Owner is no longer the owner of the Property and any subsequent owner of the Property shall not have any liability or obligation for such commission unless expressly agreed to in writing by the subsequent owner. As an additional condition for Broker to be entitled to receive a commission for any expansion, extension or renewal of the Lease, Broker must take an active role in the negotiations for the expansion, extension or renewal at Prospect's request and, at or prior to the first meeting between Broker and Owner regarding the contemplated expansion, extension or renewal, Broker must deliver to Owner evidence of Broker's authority to represent Prospect in the negotiations in the form of a written exclusive authorization letter by Prospect specifically relating to the contemplated expansion,extension or renewal. 4. No Other Compensation or Payments. No commission or compensation of any nature other than that expressly set forth in this Agreement is due and owing to Broker in connection with the Property and the Prospect. All expenses incurred by Broker in connection with this Agreement or the proposed lease transaction that is the subject of this Agreement are the sole responsibility of Broker, and Owner shall not have any obligation to pay or reimburse Broker for any such expenses. 5. Confirmation of Broker's Representation. Within ten days after the execution of this Agreement, Broker must deliver to Owner a written confirmation from the Prospect that Broker is the sole real estate broker or salesman authorized to act on behalf of the Prospect in connection with the Prospect's proposal to lease the Property or portion thereof. 6. Other Brokers. Broker represents that it is the sole broker representing the Prospect in this proposed transaction,and Broker shall indemnify Owner to the extent arising out of any claims for commissions brought by parties claiming by, through or under Broker; provided, however, in no event shall Broker's obligations under this Agreement exceed the amount of the commission paid to Broker by Owner hereunder. 7. No Obligation to Consummate the Transaction. By execution of this Agreement, Owner is not committing to enter into any lease agreement with the Prospect. Broker acknowledges that Owner may conduct negotiations with Broker regarding the Prospect at the same time that Owner is negotiating with other brokers or other persons or entities interested in leasing the Property or a portion thereof. Owner shall not be restricted from 2 entering into any lease transaction with any person or entity it desires, and in the event that Owner enters into a lease agreement regarding the Property or a portion thereof with a person or entity other than the Prospect, Owner shall not have any obligation whatsoever to pay any commission or other compensation to Broker. 8. Notices. If to Owner: City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Attention:Director of Property Management Department With a copy to: City Attorney City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 If to Broker: Fritz Kauffman Cushman& Wakefield U.S.,Inc. Senior Director Certified Supply Chain Professional Direct: 317 639 0486 fritz.kauffman@.cushwake.com One American Square,Suite 1800 Indianapolis,IN 462821 USA With a copy to: Cushman& Wakefield U.S.,Inc. 900 Wilshire Blvd, Suite 2400 Los Angeles,CA 90017 Attention:Legal Department 9. Miscellaneous. (a) Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof. Any and all prior or contemporaneous agreements,written or oral, between the parties concerning the subject matter hereof, if any,are merged into this Agreement such that this Agreement sets forth the full and 3 complete agreement of the parties. No alteration or amendment of this Agreement shall be binding unless in writing and signed by both parties. (b) Assignment. Broker may not assign this Agreement without first obtaining Owner's written consent, which consent Owner may withhold or deny in its sole discretion. This Agreement shall be binding upon and inure to the benefit of Owner and Broker, and their successors and assigns, subject to the next succeeding sentence and the limitations on assignment set forth herein. (c) Subsequent Sale. In the event Owner and Prospect enter into a Lease with respect to the Property and the Property is subsequently sold to another party, Owner shall be fully and automatically released from its obligations hereunder however shall be obligated to pay Broker any unpaid commissions for the 10 year initial term of the Lease. (d) Prevailing Pat-W In the event of any litigation between Owner and Broker arising out of this Agreement,the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties reasonable costs and expenses, including, but not limited to, attorneys' fees,incurred in connection with such litigation. (e) Venue and Jurisdiction. Should any action,whether real or asserted,at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County,Texas. (f) Confidentiality. Broker agrees to keep confidential and not to disclose or in any way make known to any party other than the Prospect, and such Prospect's attorneys, representatives, accountants and others that Prospect determines would assist in evaluation of the property or matters related thereto,without the prior express written consent of Owner, any information concerning this Agreement or the financial or other terms of any lease transaction entered into by Owner and the Prospect regarding the Property or any portion thereof. The parties' obligation as to confidentiality and nonuse shall not apply to information which (i) is lawfully known by or in the possession of Broker prior to disclosure of such information by Owner; or(ii) is or becomes publicly available through no fault on the part of Broker;or(iii) is independently and lawfully developed by Broker with the disclosure of the information by Owner to Broker playing no part whatsoever in the development; or (iv) is disclosed to Broker by a source which, to the actual knowledge of Broker, is not under a confidentiality obligation to Owner with regard to such information; or (v) is required to be disclosed by subpoena or court order or other legal compulsion. Notwithstanding anything herein to the contrary, to the extent required to render services related to the Lease or process payment, Broker may disclose the confidential information without Owner's prior written consent to employees,officers and directors of Broker and its affiliated companies;provided that Broker shall be responsible for the adherence of such persons and affiliated companies to the terms of this Agreement. 4 (g) Counterparts. This Agreement may be executed in multiple counterparts,which shall collectively constitute one instrument. Paragraph headings are used for convenience only and shall not be used to interpret this Agreement. <SIGNATURES ON THE FOLLOWING PAGF> 5 Executed as of the date first written above. OWNER: BROKER: CITY OF FORT WORTH CUSHMAN&WAKEFIELD U.S.,INC. a Texas /home errule municipal corporation a Missouri Corporation 0 By: By: Jesus J.Chapa Name: 4eyWjyl Assistant City Manager Title: /GlAA1 A ncr L Date: 2,-1�'"`V Date: CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensur' I erforman e d reporting requirements. Name: �� ,� r Title:�VQ Ab(A I C 0 0 P-Uj DA-N m b(A • 0( r� Date:a `7' &' APPR^v`1I L AS TO F OROV1 AND LEGALITY: By: //, _ -7 Uann Guzman Senior Assistant City Attorney Date: '2 '(y E (fj ORT .. ATTEST: By: ` ' Mary Kaye *' City Secretary 5 Date: Form 1295: .2-otQ ;16404 Contract Authorization: M&C: L-16046 6 �t. yt ►cWhv � �, t�r,,,�,r h i •' irk Lot or h P !n N t � t' , { 2001) Eagle Parkway � _ - . - ' ''• :,�,�: I�.s�t•�rt',5;;�:'a� Bulldtnp 12 •:,,t t� ;;��r �, •+ MRO:#378,600 sf � .t; r�..+{•�fi �aFt� BUllding 13 � "� ` ' t�h� %vi r 1l r �� �y �;'`�� Heat Treat:X34 000 sT �, , �►r �y oy�. Exhibit"B" TERM CUSHMAN&WAKEFIELD YEAR MONTHS BASE RENT 4.50% 1 1-12 $ - $ - 2 13-24 $ 99,000.00 $ 4,455.00 3 25-36 $ 444,000.00 $ 19,980.00 4 37-48 $ 444,000.00 $ 19,980.00 5 49-60 $ 444,000.00 $ 19,980.00 6 61-72 $ 488,400.00 $ 21,978.00 7 73-84 $ 488,400.00 $ 21,978.00 8 85-96 $ 488,400.00 $ 21,978.00 9 97-108 $ 488,400.00 $ 21,978.00 10 109-120 $ 488,400.00 $ 211978.00 TOTALS $ 3,873,000.00 $ 174,285.00 Total Commission Due: $174,285.00 Payable as follow: • $87,142.50(First 501/o)due within 30 days after Lease execution • $87,142.50(Second 50%)due within 30 days after issuance of certificate of occupancy, 8 CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-310490 Cushman&Wakefield Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/06/2018 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. CA-CFW RR Lease at AMF Commercial Real Estate Services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Kauffman,Fritz Indianapolis, IN United States X Holman,Ran Dallas,TX United States X Anderson,Slake Dallas,TX United States X 5 Check only if there is NO Interested Patty. ❑ 6 UNSWORN DEECL/ARAATTIO�yN,!M',yy� �/►� f� p// My name is 6" 't/�t"1//l1 V, L Wand my date of birth is z /L My address is ! LU ftl Nm S� \ �[� 4404 122 _ 7�..3 �� yl •S. (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in I I tate of on the day of F����t���a.,�,12©1 V . MARGARET LANE WEISS (month) (year) Notary Public,State of TexasT: Comm.Expires 07.26.2020 Notary 10 130753027 Signature of thorize gent of contracting business entity eclarant) Forms provided by Texas Ethics Commission www.ethics.state.tx. Version V1.0.5523