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CITY SECRETARY
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
Houston Street Restaurant and Retail Space
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "Owner"), a Texas home rule municipal
corporation, acting by and through Jay Chapa, its duly authorized Assistant City Manager, and TIG Real
Estate Services II, Inc. ("Vendor"), a Texas Corporation, and acting by and through John M. Walsh III,
its duly authorized President, 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. SCOPE OF SERVICES.
The Owner hereby employs the Vendor to provide property management services for 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 shall be
required and solely responsible to provide full service professional property management services
necessary to maintain, preserve, and keep the Property's leased and vacant spaces in good repair and
condition on behalf of the Owner, and perform any and all things reasonably necessary for the comfort,
service and convenience of the tenants of the Property. Services shall be provided in accordance with
the industry standards of professionalism, skill, workmanship, and applicable trade practices and shall
conform to all applicable codes and regulations. 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 ��I ("Effective Date") and shall expire on April 4, 2022
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
Following the Initial Term, there shall be one (1) one-year renewals at the Owner's sole option (each a
"Renewal Term"). The Owner shall provide Vendor with written notice of its intent to renew at least
thirty(30)days prior to the end of each term.
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3. COMPENSATION.
The Owner shall pay Vendor in accordance with the fee schedule of the Vendor personnel who
perform services under this Agreement in accordance with the provisions of this Agreement and the fee
Schedule attached as Exhibit 11C," which is incorporated for all purposes herein. Vendor shall not
perform any additional services or bill for actual expenses related to work for the Owner not specified by
this Agreement unless the Owner requests and approves in writing the additional costs or expenses for
such services. The Owner shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless the Owner first approves such expenses in writing. Vendor will provide all required
documentation requested by Owner detailing fees to be paid by the Owner.
4. TERMINATION.
4.1. Written Notice. Owner may terminate this Agreement at any time and for any reason by
providing the other party with not less than 30 days' written notice of termination.Vendor may terminate
this Agreement at any time and for any reason by providing the other party with not less than 120 days'
written notice of termination.
4.2 Non-appropriation of Funds. After the end of the current fiscal period,_in the event no
funds or insufficient funds are appropriated by Owner in any fiscal period for any payments due
hereunder, Owner 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 Owner 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, Owner shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide Owner with services requested by Owner and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide Owner with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to Owner
Information or data as a requirement to perform services hereunder, Vendor shall return all Owner
provided data to Owner in a machine readable format or other format deemed acceptable to Owner.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to Owner 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 Owner in writing.
5.2 Confidential Information. Vendor, for itself and its officers,agents and employees, agrees
that it shall treat all information Owner provided to it by Owner ("Owner Information") as confidential
and shall use its best efforts to not knowingly disclose any such information to a third party without the
prior written approval of Owner or as directed by a court of law.
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5.3 Unauthorized Access. Vendor shall use reasonable and industry standard practices to
store and maintain Owner Information in a secure manner and shall not allow unauthorized users to
access, modify, delete or otherwise corrupt Owner Information in any way. Upon discovery of such,
Vendor shall notify Owner immediately if the security or integrity of any Owner 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 Owner in identifying what information has been
accessed by unauthorized means and shall fully cooperate with Owner to protect such Owner Information
from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that Owner 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 Owner. Vendor agrees that Owner 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. Owner 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 Owner. 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
Owner, 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 Owner and Vendor. It is further understood that Owner shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or sub-Vendor shall be entitled to any employment benefits from Owner. 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.
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8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND OWNER, 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 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 Assianment. Vendor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of Owner. If Owner grants consent to an
assignment, the assignee shall execute a written agreement with Owner 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 Owner 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 Owner with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide Owner 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.
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The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
(c) Worker's Compensation:
Statutory limits
Employer's liability
$100,000- Each accident/occurrence
$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 -
f:$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 Owner to
evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
Owner as an additional insured thereon, as its interests may appear.The term
Owner shall include its employees, officers, 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 Owner.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to Owner.Ten(10)days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Vendor,
Owner of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth Owner Attorney at the same address.
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(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.
(e) Any failure on the part of Owner 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 Owner prior to Vendor proceeding with any
work pursuant to this Agreement.
10.3 OWNER INSURANCE.
Owner shall carry at its expense necessary liability insurance to protect the interests of the parties
to this Agreement and shall name Vendor as an additional insured on all such liability policies.
The limits on such policies shall be no less than that required of Vendor under this Agreement for
similar policies.
11. SUBSTANTIAL CASUALTY
11.1 As used herein,the term"substantial casualty" shall mean(1)a fire,explosion, flood,
tornado or other casualty of like character, or(2)a structural defect in any part of the Premises, or(3)any
other act,condition or event,in any case not due to the negligence or breach of this Agreement by Vendor
and resulting in needed repairs,replacement or other expenditure to the Premises that would require more
than sixty(60)days for completion.
11.2 If the Premises are the subject of a substantial casualty,Vendor shall give immediate
notice to the Owner and to Vendor's casualty insurance provider. Vendor shall follow all required
procedures to file a claim(s) for the damage caused by the casualty event, and shall assign any and all
proceeds for damage to or replacement costs for the building on the Premises to Owner received as a
result of the casualty event. Vendor will have the option,exercisable by written notice given to Owner
within ninety(90)days after the occurrence of such substantial casualty,to terminate this Agreement
upon the date specified in said notice, said date not to exceed one(1)year from the date of the substantial
casualty. In such event,the Agreement shall expire as of such date in the same manner as if the date
specified in said notice were the date herein originally specified for the expiration of the Agreement term
and Vendor shall have no obligation to make any expenditure in connection with such substantial casualty
or the results thereof,unless Vendor's continued occupancy requires such expenditure.
11.3 If Vendor does not give notice as specified in Subsection 11.2 or waives its right to
terminate,Owner at its sole discretion may proceed to repair,restore,and rebuild the Premises to its
former condition within one hundred eighty(180)days from the date of such damage;provided,however,
that Lessor will be under no obligation to expend any amount on rebuilding or repairing the Premises in
excess of the amount of insurance proceeds actually received by Owner.
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11.4 If Owner chooses not to rebuild or restore the Premises,the Agreement will terminate.
Such choice shall be made by written notice to Lessee within ninety(90)days after the occurrence of such
substantial casualty.
11.5 Minor Casualty.The term "minor casualty" shall be defined in like manner as"substantial
casualty" in Section 7.01 except that the length of time for repairs,replacements or other expenditures
(the"needed repairs")to the Premises is less than sixty(60)days.If the Premises are the subject of a
minor casualty,Vendor shall give immediate notice to Owner and to Vendor's casualty insurance
provider. Vendor shall follow all required procedures to file a claim(s)for the damage caused by the
casualty event,and shall assign any and all proceeds for damage to or replacement costs for the building
on the Premises to Owner received as a result of the casualty event. If there are insurance proceeds
available to Lessor in amounts sufficient to cover the needed repairs, Owner will proceed with reasonable
diligence to repair such damage. In the event that insurance proceeds are not available or not sufficient to
cover the needed repairs,Owner shall have no obligation to make such repairs until either(1)it receives
sufficient funds from Vendor to cover the uninsured needed repairs or(2)Vendor agrees to make the
needed repairs at its own expense. In any case,if such repairs are not completed within ninety(90)days
after the casualty,Vendor or Owner may terminate this Agreement.
12. 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 Owner notifies Vendor of any violation of such laws, ordinances,
rules or regulations,Vendor shall immediately desist from and correct the violation.
13. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors 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 OWNER AND
HOLD OWNER HARMLESS FROM SUCH CLAIM.
14. 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, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
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The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
To OWNER: To VENDOR:
City of Fort Worth TIG Real Estate Services,Inc.
Property Management Department Attn:John M. Walsh, III
Lease Management 2600 North Dallas Pkwy, Ste. 290
900 Monroe Street, Suite 400 Frisco,TX 75034
Fort Worth,TX 76102-6314 Facsimile: (972) 661 0235
With copy to: With a copy to:
City of Fort Worth TIG Real Estate Services,Inc.
City Attorney's Office Attn: Brenda Kindt, Principal and Director of
200 Texas Street Property Management
Fort Worth,Texas 76102 2600 Dallas Parkway, Suite 290
Frisco, Texas 75034
15. SOLICITATIO:T OF EMPLOYEES.
Neither Owner 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.
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, Owner does not waive or
surrender any of its governmental powers or immunities.
17. NO WAIVER.
The failure of Owner 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 Owner's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
18. 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.
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The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
19. 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.
20. 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.
21. 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,
and C.
22. 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.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B, C and D, contains the entire understanding and
agreement between Owner 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.
24. 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.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. Owner 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
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The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
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 Owner to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Owner 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 (1-9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide Owner 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 Owner with a certification letter that it has complied with the verification
requirements required by this Agreement. Vendor shall indemnify Owner from any penalties or
liabilities due to violations of this provision. Owner shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT. Owner shall have rights and Vendor hereby grants
perpetual use any procedures manual, reports, guides and documentation specifically designed in
association with the management of the property in the event this agreement is terminated or
expires.
28. 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
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify Owner's Purchasing Vendor, in writing, of a company name,ownership, or
address change for the purpose of maintaining updated Owner records with a copy to Property
Management, Real Property, Lease Section. 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.
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The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
30. PUBLIC ENTITY NOTICE
Vendor acknowledges that the Owner is a public entity, and as such is subject to the Texas Open
Meetings Act and the Texas Public Information Act. Further, certain of Owner'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, Owner does not surrender or waive any of its governmental powers or
immunities, except, to the extent permitted by law, Owner hereby waives its immunity from suit by
Vendor for any breach of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of oC ,2017.
(signature page follows)
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The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
ACCEPTED AND AGREED:
CITY OF FORT WORTH: VENDOR: TIG Real Estate Services,Inc.
By: B y:
Name: Jay Chapa Name: Jobn-M-'W7r§tT1Il
Assistant City Manager Title: -CE-9-
Date: & -,;3 Date: //7
APPROVAL RECOMMENDED:
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ATTEST:
By: By: k
e: teve Cooke
Title: Property Managementnt Title:
e V:ON
ATTEST: for?
0 •.............
By:
Ma ay e-r a
City Secretary
..............
CONTRACT COMPLIANCE MXAS
By signing I acknowledge that I am the
responsible for the monitoring and administration of this
contract,including en t i i ii I I performance and
reporting
By:
Title: g_bT
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APPROVED S ZO AND LEGALITY:
By: - ho
Name: Leann Guzman
Senior Assistant City Attorney
Form 1295: 2017-174625
CONTRACT AUTHORIZATION:
M&C: P-12022
Date: 4/11/2017
Professional Services Agreement between ,, 1 12 of 12
The Owner of Fort Worth and CITY 52CRETAff
TIG Real Estate Services,Incorporated I—FT.WORTH]TX
EXHIBIT A
LOCATION AND GENERAL LAYOUT
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Professional Services Agreement between
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
GENERAL LAYOUT OF GROUND FLOOR PROPERTY
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Actual square footage may vary.
Professional Services Agreement between
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
EXHIBIT B
STATEMENT OF WORK
I. PROPERTY MANAGEMENT SCOPE OF SERVICES
1.0 The Vendor shall be required and solely responsible to provide full service professional
property management services necessary to maintain,preserve, and keep the Property's leased
and vacant spaces in good repair and condition on behalf of Owner,perform any and all things
reasonably necessary for the comfort, service and convenience of the tenants of the Property and
adhere to all the terms outlined in the executed Property Management Agreement;
2.0 Operations, Routine and Preventative Maintenance:
2.1 Within 30 days from execution of the Agreement, Vendor shall develop,
provide to the Owner and implement an operations, routine and preventive maintenance and
emergency response plan for the Property and for emergency tenant issues.
2.2 The Vendor shall conduct regularly scheduled site visits,perform routine
inspections of the Property and provide adequate staff to perform required maintenance and
emergency repairs as needed by the tenants and the Property; as well as maintain all spaces and
systems in good operational condition, and provide the level of preventative maintenance
necessary to meet the demands of multiple tenants;
2.3 The Vendor shall identify and resolve problems with tenants as needed.
3.0 Operating Budget:
Within 60 days from execution of Agreement, Vendor shall create and provide to Owner
for approval, an operating budget for Fiscal Year 2018 and thereafter, at least ninety(90)days
prior to the new Fiscal Year. The operating budget will be broken down month by month and
include the estimated income, expenses of the Property to include estimated preventive and
routine maintenance costs, property management fees and estimated capital expenditures for the
Property necessary to maintain the Property and tenant's needs for the next fiscal year. The
budget, after written approval by Owner("Approved Budget"), shall be used by Vendor as a
guide for the actual operation of the Property during the period covered by the Approved Budget,
and Vendor shall provide Owner on the fifteenth business day of each calendar month with
monthly comparisons of actual and budgeted income and expenses. If Vendor reasonably
believes that the actual costs of maintaining and operating the Property shall exceed the
Approved Budget, Vendor shall submit to Owner a revised budget proposal for Owner's written
approval. Upon approval, the revised budget shall become the Approved Budget.
Professional Services Agreement between
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
4.0 Operating Account:
Owner will establish a bank account in the Owner's name and will be the only party
authorized to withdraw money from the account. The account will be known as the operating
account and be used to deposit rents and other receivables due to the Owner. Owner will deposit
initial funds, to be determined and approved by Owner,to operate the facility during the period
until tenants are secured and start operations. A working capital balance shall be maintained in
the operating account of not less than 90 days anticipated cash requirements for the Property. If
at any time the gross income from the Property is not sufficient to pay the current expenses of the
Property, Vendor shall immediately notify Owner so that Owner shall have an adequate
opportunity to provide additional funds to pay necessary expenses. Vendor will only have access
to see and monitor all deposits and withdrawals from the bank account and receive bank
statements.
5.0 Collection of Rents and Enforcement of Leases:
5.1 The Vendor shall enforce the tenant's lease agreements, invoice tenants
for rent; calculate and invoice tenants for operating expenses; review, approve and send to the
Owner all invoices payable by the Owner and all other Property Management functions on
behalf of the Owner. Vendor shall use commercially reasonable efforts to invoice in a timely
manner all rent, operating expenses and other amounts payable by tenants of the Property and
any other amounts due with respect to the Property. Tenant's rent and operating expenses
will be direct deposited from the tenants into the operating account set up by the Owner.
5.2 If a tenant is in default of their lease agreement, due to late or nonpayment
of rents and/or operating expenses, Vendor is hereby authorized with Owner approval,to
request, demand, collect and receive all such rent, and payments due to the Owner but Vendor
shall not terminate any lease without Owner's consent.
5.3 If a tenant is in default of their lease agreement due to not properly
maintaining their leased premises, not acquiring and/or maintaining the required permits,
following code requirements, etc.,Vendor will notify the Owner and with Owner approval, take
the appropriate action needed with tenant to cure the default(s).
6.0 Reporting:
6.1 The Vendor shall maintain and submit a monthly financial reporting package to
the Owner by the 15a'of each month. The monthly reporting package to include,but not limited
to:
6.1 (a) Executive Summary
6.1(b) Comparative Balance Sheet
6.1 (c) Comparative Income Statement
Professional Services Agreement between
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
6.1 (d) Accounts Receivable
6.1 (e) Expense Disbursements with receipts; and
Other reporting records as needed by the Owner.
7.0 Work with and support the Property Leasing team as needed;
8.0 Work with tenants on tenant improvements as needed and under the direction and
approval of the Owner;
9.0 Provide mutually agreed upon additional services as needed.
Professional Services Agreement between
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
EXHIBIT C
FEESCHEDULE
Monthly Management Fee:
• 2.75%of Gross Revenue collected which includes base rent, triple nets, utility
reimbursement, annual NNN reconciliations, other misc. income or a minimum
$1,375.00 per month.
o Monthly Management Fee shall be reimbursed to Owner by the tenants through
tenant triple nets for the Property.
o This fee will commence upon issuance of the first Certificate of Occupancy.
Other Fees:
• $100.00 per month—accounting fee
• $40.00 per month for cell phone reimbursement for Property Vendor and Building
Engineer
• $35.00 per month for postage, courier, and office supplies
• Actual mileage reimbursement at current rate per mile based on Owner of Fort Worth
mileage guidelines for property related trips—i.e. supply house,parts vendor, etc.
Tenant construction fees:
Construction costs CM Fee%of costs
$0 - $3,000 0%
$3,000 - $9,999.99 10% of actual construction costs
$10,000 - $49,999.99 5%of actual construction costs
$50,000 and over 3% of actual construction costs
Professional Services Agreement
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: TIG Real Estate Services,Inc.
Legal Address: 2500 Dallas Pkwy, Ste. 260
Plano,TX 75093
Services to be provided: Provide full service Property Management Services to the property
known as the Houston Street Garage,first floor restaurant and retail
spaces located at 1200 N. Houston Street,Fort Worth,Texas 76102.
Auditor hereby agrees to provide Owner with independent audit basic financial statements, but also the
fair presentation of the financial statements of individual funds.
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. Owner 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. Owner is entitled to rely on any current executed Form until it receives a revised Form that has
been properly executed by Vendor.
1. Name: i3"t'1 DA- 4 M D 1'JDq n`V
Position: -1
J
Signature (�
2. Name: 61 no e- ►"1 H
Position: C FO
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement
The Owner of Fort Worth and
TIG Real Estate Services,Incorporated
M&C Review Page 1 of 3
Ofn6al site of the�;ky of Fort WoM,Toes
CITY COUNCIL AGENDA
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=24435&councildate=4/11/2017 11/14/2017
M&C Review Page 2 of 3
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
F
und iDe artm�ent Account Project Program Activity Budget Re
ference# Amount
ID ID Year (Chartfield
2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I 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
httv:Havvs.cfwnet.org/council packet/mc review.asp?ID=24435&councildate=4/11/2017 11/14/2017
M&C Review Page 3 of 3
•
TIG - Form 1295 Certificate.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=2443 5&councildate=4/11/2017 11/14/2017
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
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 panties, 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. 2017-174625
TIC Real Estate Services, Inc.
Frisco,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 03(05/2017
being filed.
City of Fort Worth Date Acknowledged:
g 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
17-0066
Property Management Services
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
NYHO
gyp
a Notary Public,State of Texas �� 1
4+ Mie Commission Expires
March 04, 2018
Signature of authorized adent of contracting business entity
AFFIX NOTARY STAMP t SEAL ABOVE , .,
Sworn to and subscribed before me,by the said ���l 0(0- I kid� �IJ �t this
the � � day of larch ,
20---!-'7,to certify which,witness my hand and seal of office:
(L",62 mdn;e Se) Dict Noi a-l-q
SignatuV of officer administering oath Printed name of officer administering oath Title of officer administ ing oath
Forms prQVided by Tpxac Ethics Commission www.ethics,state.tx.us Version V1.0.277