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CITY SECRETARY
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Houston Street Restaurant and Retail Space
This EXCLUSIVE PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and
entered into by and between the CITY OF FORT WORTH (the"City"), a Texas home rule municipal
corporation, acting by and through Jay Chapa, its duly authorized Assistant City Manager, and CBRE,
Inc. ("Vendor"), a Texas Corporation, and acting by and through Blair Oden, its duly authorized Senior
Managing Director, each individually referred to as a "party" and collectively referred to as the
"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement.
2. Exhibit A—Location and General Layout.
3. Exhibit B—Statement of Work
4. Exhibit C—Fee Schedule.
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B,C or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1. GRANT OF LEASING AGENCY&SCOPE OF SERVICES.
City hereby employs the Vendor as its sole and exclusive leasing agent to market and lease the
property located at 1200 Houston Street,Fort Worth,Texas 76102, known as the Houston Street Garage,
first floor building restaurant and retail spaces ("Property") as described in Exhibit"A". Vendor agrees
to market and lease the Property focusing on upscale restaurants and retail businesses and use all
commercially reasonable efforts to secure tenants for the Property satisfactory to City in accordance with
the provisions of this Agreement. Attached hereto and incorporated for all purposes incident to this
Agreement is Exhibit`B," Statement of Work, more specifically describing the services to be provided
hereunder.
2. TERM.
This Agreement shall begin on the Effective Date and shall expire on April 5, 2022 ("Expiration
Date"),unless terminated earlier in accordance with this Agreement("Initial Term").Following the Initial
Term, there shall be one (1) one-year renewal at City's sole option (the "Renewal Term"). City shall
provide Vendor with written notice of its intent to renew at least thirty(30)days prior to the end of each
term.
3. COMPENSATION.
The City shall pay Vendor in accordance with the provisions of this Agreement and the Fee
Schedule attached as Exhibit `°C," which is incorporated for all purposes herein. Vendor shall not
perform any additional services or bill for actual expenses related to work for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs or expenses for such
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Pa e 1 of 1
OFFICIAL RECORD
CITY SECRETARY
services. The City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination. Vendor may terminate this
Agreement at any time and for any reason by providing the other party with 120 days' written notice of
termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services(if applicable as described in Section 4.4)and
Vendor shall continue to provide City with services requested by City and in accordance with this
Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,
Vendor shall provide City with copies of all completed or partially completed documents prepared under
this Agreement. In the event Vendor has received access to City Information or data as a requirement to
perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
4.4 Post Termination Rights. Provided the Vendor has otherwise complied with all
obligations hereunder, Vendor shall be entitled to receive a commission (as described in Exhibit C) on
any lease negotiated with a prospective tenant registered with the City within ten(10) days following the
expiration or sooner termination of this Agreement or extension thereof. To qualify for registration, a
prospective tenant must have toured the Property,must have requested and received a proposal that has
been approved by the City and with whom an active negotiation is underway.In order to register a tenant,
Vendor shall deliver to the Director of the City of Fort Worth Real Property Division of the Property
Management Department, or that person's designee, the name of the tenant and the name, address and
telephone number of the person negotiating on behalf of said tenant. If within 180 days after such
expiration or termination, the premises which were the subject of such negotiations are leased to such
person or entity, Vendor shall be paid a commission to the same extent and upon the same terms as if
such Iease had been executed prior to the expiration of this Agreement.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information")as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 2 of 16
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Vendor
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and
the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Contract at no additional cost to City. Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and sub-
Vendors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City,
its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and sub-vendors. Vendor further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a co-employer or a joint employer of Vendor or any officers, agents, servants,
employees or sub-Vendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
sub-vendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents,servants,employees or sub-vendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 3 of 16
AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and
Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective
date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub vendor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s)of insurance documenting policies of the following
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits
Employer's liability
$100,000- Each accidentloccurrence
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 4 of 16
$100,000- Disease-per each employee
$500,000- Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas workers' Compensation
Act(Art. 8308— 1.0 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers'Liability of:
$100,000- each accident/occurrence, $500,000 bodily injury disease policy
limit
$100,000- per disease per employee.
(d) Professional Liability(Errors&Omissions)
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to City to
evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
City as an additional insured thereon, as its interests may appear.The term City
shall include its employees,ofcers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10) days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Manager,
City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas.All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 5 of 16
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any
work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal,state and local laws,ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances,rules and regulations. If City notifies Vendor of any violation of such laws,ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor,for itself, its personal representatives,assigns,sub-Vendors and successors in interest,as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, or (2) received by the other party by United States Mail, registered, return receipt
requested,addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Peter Jansen
Property Management Department Regional Director
Lease Management CBRE Public Institutions
900 Monroe Street,suite 400 100 Congress Avenue,Suite 500
Fort Worth,TX 76102-6314 Austin,texas 78701
With copy to:
City of Fort Worth
City Attorney's Office
200 Texas Street
Fort Worth,Texas 76102
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 6 of 16
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall,during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer.Notwithstanding the foregoing,this provision
shall not apply to an employee of either party who responds to a general solicitation of advertisement of
employment by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action,whether real or asserted,at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
20 REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,
C and D.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 7 of 16
22. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B, C and D contains the entire understanding and
agreement between City and Vendor, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement.
23. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
24. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall
either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with
the warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services.
25. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.
Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that
no services will be performed by any employee who is not legally eligible to perform such services.
Vendor shall provide City with a certification letter that it has complied with the verification requirements
required by this Agreement. VENDOR SHALL INDEMNIFY CITY FROM ANY PENALTIES OR
LIABILITIES DUE TO VIOLATIONS OF THIS PROVISION. City shall have the right to
immediately terminate this Agreement for violations of this provision by Vendor.
26. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further,City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning
of the Copyright Act of 1976, as amended.If and to the extent such Work Product,or any part thereof,is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 8 of 16
proprietary rights therein, that City may have or obtain, without further consideration, free from any
claim,lien for balance due,or rights of retention thereto on the part of City.
27. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Vendor whose name, title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"D". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
28. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify the City's Property Management Department,Real Property Division, Lease
Manager in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, copy of
the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to do so may adversely impact future invoice payments.
29. PUBLIC ENTITY NOTICE
Vendor acknowledges that the City is a public entity, and as such is subject to the Texas Open
Meetings Act and the Texas Public Information Act. Further, certain of City's contracts, agreements,
expenditures and other actions, including but not limited to leases, are subject to the approval of its
governing body, in a public meeting, which approval may be withheld for any reason or no reason. By
execution of this Agreement, City does not surrender or waive any of its governmental powers or
immunities,except,to the extent permitted by law,City hereby waives its immunity from suit by Vendor
for any breach of this agreement.
30. VENDOR DISCLOSURES
30.1 City acknowledges that CBRE is a national brokerage firm and that, in some
cases, it may represent prospective tenants. City desires the Property to be presented to such
purchasers and City hereby consents and authorizes to CBRE acting as an intermediary between
City and any such prospective purchasers.
30.2 CBRE is licensed and regulated by the Texas Real Estate Commission (TREC).
TREC administers two recovery funds which may be used to satisfy judgments against
inspectors and real estate licensees involving a violation of the law. Complaints or inquiries
should be directed to the Texas Real Estate Commission, P.O.Box 12188,Austin,Texas 78711-
2188, (512)465-3960.
30.3 City acknowledges having received, prior to the execution of this Agreement, a
copy of TREC Form No. OP-K,"Information About Brokerage Services"from CBRE.
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 9 of 16
30.4 CBRE is not a property title or property survey expert and makes no
representations regarding the accuracy or completeness of reports or data provided to the City by
independent third parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of ,2017.
(signature page follows)
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc. Page 10 of 16
ACCEPTED AND AGREED:
CITY OF FORT WORTH: VENDOR:CBRE,Inc.
By: � '�" By: ,
Name: Jay Chau N e: Blair Oden
Assistant CityManager Title: Senior Managing Director
Date: —/ 3 /--) Date:
APPROVAL RECOMM NDED:
ATTEST:
By: By: lut', Caw
Tit e: Pr er Ma ement De at•tment Title: U 1 44
ATTEST:
AMY WILLMS
a ;•= My Notary ID#8268162
BY: i••....,�r
:;,.• Expires November 18,2018
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CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person � •FR�'
responsible for the monitoring and administration of this �::
contract,including en all performance and (); O
reporting r n s.
By-
Title: S L Olt fff11 Xq$
APPROVED AS TO FORM AND LEGALITY:
By: �LVWV
'-/Name: Leann D.Guzman
Assistant City Attorney*
Form 1295:Yes.Certificate#2017-169427 OFFICIAL RECORD
CITY SECRETARY
CONTRACT AUTHORIZATION: FT-WORTH,TX
M&C: P-12022
Date:4/11/2017
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc, Page 11 of 16
EXHIBIT A
LOCATION AND GENERAL LAYOUT
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Professional Set-vices Agreement between
The City of Fort Worth and CBRE,Inc.—Exhibit A
GENERAL LAYOUT OF GROUND FLOOR PROPERTY
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General layout square footage is an estimate.
Actual square footage may vary.
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc.—Exhibit A
EXHIBIT B
STATEMENT OF WORK
During the entire term of this Agreement,Vendor shall provide the following:
1.0 Within the first thirty (30) days after the execution of the Agreement by City, Vendor shall:
1.1 Provide to the City a comprehensive comparative market analysis on similar properties
and tenants in the area,including rental rates and;
1.2 Work with City to determine Property list price, estimated tenant improvement credits,
etc.and;
1.3 Vendor shall also implement a comprehensive, initial and ongoing marketing and tenant
selection plan,including but not limited to details on how the property will be marketed,
media to be used, methods for targeting prospective tenants and a lead follow up plan
which shall be approved by the City Property Management Department, Real Property
Division,Lease Section.
2.0 The Vendor shall list the ground floor spaces with online commercial property listing websites to
provide maximum exposure to attract prospective restaurant and retail type tenants.
3.0 The Vendor shall target prospective restaurant and retail tenants in compliance with the outlined
requirements for upscale restaurants and retail in support of convention center business.
4.0 The Vendor shall conduct property tours as needed to prospective tenants, other real estate
brokers and sales people.
5.0 The Vendor shall prepare and furnish to the City, at the end of each calendar month or when
otherwise requested by City, a monthly report, in reasonable detail, summarizing the leasing and
marketing activities and the results obtained for that month. The report shall be in a form reasonably
acceptable to the City and shall include information regarding all negotiations in progress with
prospective tenants,advertising,property showings and related matters,at the City's requests.
6.0 The Vendor shall present tenants and lease offers to the City, assist the City with negotiating
leases offers and terms in the best interest of the City and obtain the final approval and execution of all
leases. Vendor shall not be empowered to bind the City with the respect to any proposed leases or lease
terms and Vendor shall not take no action(or inaction)by the City to infer or imply that it is empowered
to bind City.
7.0 Vendor shall prepare and present to City for approval a standard lease proposal package to
distribute to prospective tenants, other real estate brokers and sales people who may know of or have
prospective tenants.
8.0 Vendor shall work with the City approved Property Management Vendor hired by separate
contract to manage this property as needed.
Professional Services Agreement between
The City of Port Worth and CBRE,Inc.—Exhibit B
EXHIBIT C
FEESCHEDULE
City shall pay to Vendor a commission for each lease which is executed by City and
Tenant during this agreement.Except as otherwise provided in this Agreement,commissions shall be
paid subject to all the terms and conditions set forth below:
Direct Leases(no tenant represented brolter):
New Leases: 4%of base rent for initial term
Expansions: 4%of base rent for initial term of expansion
Renewals: 4%of base rent for renewal term
Leases with tenant represented broker:
New Leases: 6%of base rent for initial term to be split with 2%to listing broker and 4%to
tenant rep broker
Expansions: 6%of base rent for initial term to be split with 2%to listing broker and 4%to
tenant rep broker
Renewals: 6%of base rent for initial term to be split with 2%to listing broker and 4%to
tenant rep broker
Vendor Discount:
Any transaction fee paid to the Vendor that equal or exceeds$25,000 will be discounted by 10%.
Example:
Tenant Represente Lease R Ter Total Lease Total CBRE Outsid CBRE
d7 Size at m Considerate Fee Landlo a Landlor
e on (6% rd Rep Tenant d Rep
Fee Rep Discou
(21/6) Fee nt—
(4%) 10%
Rebate
Example 1 Yes 5000 2 10 1,250,000 $75,00 $25,00 $50,00 $2,500
5 0 0 0
Example 2 Yes 5000 3 10 1,500,000 $90,00 $30,00 $60,00 $3,000
0 0 0 0
Example 3 Yes 10000 1 7 1,260,000 $75,60 $25,20 $50,40 $2,520
8 0 0 0
No 2000 1 3 90,000 $3,600 $3,600 $0 $0
Example 4 i 1 5 1 1 (4 1 *(4%)
Commission payment schedule:
50%upon execution of the lease
50%upon tenant occupancy of the leased premises
Payment terms:
Net 30 days from receipt of invoice
Invoices to be sent to:
City of Fort Worth
Lease Management
Property Management Department
900 Monroe,Suite 400
Fort Worth,Texas 76102
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc.—Exhibit C
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: CBRE,Inc.
Legal Address: 2100 McKinney Ave.,Suite 700
Dallas,TX 75201
Services to be provided: Market and lease the property located at 1200 Houston Street,Fort
Worth,Texas 76102,known as the Houston Street Garage,first floor
building space to upscale restaurants and retail businesses.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has
been properly executed by Vendor.
1. Name: eD(_W (9G
Position: NV anajtn�O C1W
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement between
The City of Fort Worth and CBRE,Inc.—Exhibit D
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR ii
COUNCIL ACTION: Approved on 4/11/2017
REFERENCE ** 13P17-0066 HOUSTON
DATE: 4/11/2017 NO.: P-12022 LOG NAME: STREET RESTAURANT AND
RETAIL SPACE DG TPW
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Contracts with CBRE, Inc., and TIG Real Estate Services to
Provide Marketing and Leasing Services, and Property Management Services for the
Houston Street Garage First Floor Building Restaurant and Retail Spaces for the Property
Management and Transportation and Public Works Departments (COUNCIL DISTRICT
2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of contracts with CBRE, Inc., and TIG Real
Estate Services to provide marketing and leasing services, and property management services for the
Houston Street Garage first floor building restaurant and retail spaces for the Property Management and
Transportation and Public Works Departments.
DISCUSSION:
The Houston Street garage, built in 2009, has approximately 20,000 square feet of ground floor space
designed for restaurant and retail tenants to support patrons of the Convention Center and the downtown
community.
The Property Management and Public Works Departments will use the contracts to market, lease and
manage the property located at 1200 Houston Street, Fort Worth, Texas 76102, known as the Houston
Street Garage, first floor building restaurant and retail spaces. CBRE, Inc., and TIG Real Estate Services,
Inc., agree to market, lease and manage the property focusing on upscale restaurants and retail
businesses, and use all commercially reasonable efforts to secure tenants for the property.
BID ADVERTISEMENT -A Request for Proposals (RFP) was advertised in the Fort Worth Star-Telegram
on Wednesdays between November 2, 2016 and November 30, 2017. Seventy vendors were solicited from
the purchasing database system; four responses were received. The proposals were reviewed by an
evaluation committee consisting of staff from the Transportation & Public Works Department and Property
Management Department. The evaluation factors included listing, marketing and/or property management,
qualifications and references, adhere to the terms and conditions of RFP, financial stability, ability to obtain
insurance and bonding and cost. The proposals from CBRE, Inc., and TIG Real Estate Services, Inc., were
found to present the best value to the City.
PRICE ANALYSIS -The Property Management Department conducted a comparable market analysis for
similar properties which included base rents, broker leasing commissions and property management fees.
A market analysis was also provided by the vendors in the proposals. Based upon the analyses, staff from
Transportation & Public Works, Public Events and Property Management Department reviewed the
proposed prices and certified they are fair and reasonable.
Future lease revenues and expenditures will be based upon various factors including the length of time to
lease the spaces, negotiated base rental rates, length of each tenant's lease term, pro-rated common area
fees, pro-rated utility usage and other negotiated lease terms.
All future Lease Agreements will be presented to City Council for approval with negotiated lease terms,
commissions and property management fees based upon the specific lease.
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=2443 5&councildate=4/11/2017 6/16/2017
M&C Review Page 2 of 2
CBRE's lease commissions for each lease will be calculated at 4 percent of base rent if no other real estate
broker is involved or 6 percent of base rent to be split with a licensed real estate broker representing the
tenant.
TIG's property management fee for each lease will be approximately 2.75 percent of the negotiated base
rent, tenant's pro-rated portion on common area fees and utility usage or a minimum of$1,375.00 per
month.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the
City Manager in the amount up to $50,000.00 without specific City Council approval as long as sufficient
funds have been appropriated.
CONTRACT TERMS - Upon City Council's approval, the contract will begin on April 5, 2017 and expire on
April 4, 2022 and provide a termination clause if the vendor is not performing to the standards acceptable
the City.
RENEWAL OPTIONS -The contract may be renewed for up to one one-year term at the City's sole
discretion. This action does not require specific City Council approval provided that City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
M/WBE -A waiver of the goal for the MBE/SBE subtracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase
of goods or services is from sources where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the Municipal Parking Capital Projects Fund of
the Transportation & Public Works Department. Prior to an expenditure being made, the Transportation &
Public Works Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Jack Dale (8357)
Darian Gavin (2057)
ATTACHMENTS
CBRE Inc - Form 1295 Certificate.pdf
TIG - Form 1295 Certificate.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24435&councildate=4/11/2017 6/16/2017