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HomeMy WebLinkAboutContract 62836Page 1 of 13 JONES LANG LASALLE SERVICES AGREEMENT THIS AGREEMENT DATED FEBRUARY ______, 2025 BY AND BETWEEN THE CITY OF FORT WORTH, TEXAS AND JONES LANG LASALLE BROKERAGE, INC. The purpose of this Jones Lang LaSalle Services Agreement is to outline the terms of an agreement under which Jones Lang LaSalle Brokerage, Inc. Jones Lang LaSalle provide services to the City of Fort Worth, a home-rule municipal corporation of the State of Texas, Client Agreement shall be binding on each party. ENGAGEMENT Client hereby engages Jones Lang LaSalle Brokerage, Inc. to represent Client in the non-exclusive capacity of real estate agent for those projects identified and assigned to Jones Lang LaSalle for the acquisition of real estate, including, but not limited to, for future radio tower sites or other uses as directed by Client. Jones Lang LaSalle shall act solely on behalf of, and as agent for, Client, and shall not engage in any activities in which it may be considered to be acting as an intermediary without the prior written consent of Client. Jones Lang LaSalle recognizes that its fiduciary responsibility is solely to Client in matters related to this engagement. This Agreement applies only to the services described in the previous paragraph and those outlined in Exhibit A Services Provided to Client . Exhibit A is attached hereto and incorporated fully herein. Should Client decide to utilize Jones Lang LaSalle for additional services, the decision will be made the subject of a separate written agreement. All negotiated arrangements relating to a real estate transaction with Client as principal are at all times subject to Client's approval. Jones Lang LaSalle shall not have the authority to bind Client in any manner and shall not have the authority to execute any document in the name of or on behalf of Client. Unless specifically authorized by Client, Jones Lang LaSalle shall not make any representations or warranties regarding any property proposed or agreed to be purchased by Client. Jones Lang LaSalle shall promptly deliver to Client any and all offers received by Jones Lang LaSalle to sell property to Client. With respect to any contracts that are entered into by Client as a result of the services provided by Jones Lang LaSalle hereunder, Jones Lang LaSalle shall provide to Client copies of all written correspondence and disclosure documentation directly pertinent to such contract. Page 2 of 13 TERM This Agreement shall commence upon the date signed by the Deputy City Manager and will continue for a period of three (3) years. This agreement will automatically renew for a period of one (1) year . TERMINATION OF CONTRACT Client may terminate this Agreement for convenience by providing written notice to Jones Lang LaSalle at least ninety (90) days prior to the date of termination, unless Jones Lang LaSalle agrees to an earlier termination date in writing. Either Client or Jones Lang LaSalle may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within five (5) days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. ENGAGEMENT TEAM Jones Lang LaSalle will commit a service team of professionals, including, but not limited to, George Curry for this engagement. Other individuals may be called upon to provide additional expertise as deemed necessary by Jones Lang LaSalle. Client primary contact shall be George Curry. Such service team of professionals and other called upon individuals shall be hereinafter referred to as the . SERVICES As part of this engagement, Jones Lang LaSalle agrees to diligently perform the Services Provided to Client. Jones Lang LaSalle shall devote sufficient time to, and shall use its best efforts, skill, judgment, and abilities in, performing the Services Provided to Client obligations under this Agreement in an expedient and first-class manner. Jones Lang LaSalle shall perform its duties under this Agreement in accordance with applicable laws, rules, and regulations and in accordance with the highest professional standards of conduct in the industry. Additional services may be provided if deemed necessary by Jones Lang LaSalle and Client and agreed to in writing, in which event, such additional services, unless expressly agreed otherwise in writing, shall be Services Provided to Client. MEDIA RELEASE Jones Lang LaSalle shall not be permitted to release to the media or any other party any information concerning any property purchased by Client without first obtaining written approval from Client. COMPENSATION Client agrees that Jones Lang LaSalle shall be compensated for its efforts hereunder in accordance with the provisions of Exhibit B Page 3 of 13 REPRESENTATIONS,WARRANTIES,AND ADDITIONAL COVENANTS OF JONES LANG LASALLE Jones Lang LaSalle has the necessary personnel, experience, and competence to perform the Services Provided to Client and is experienced and capable in the seeking of properties similar in quality, size, and type to all properties Client may desire to purchase hereunder. Jones Lang LaSalle is duly licensed as a real estate broker authorized to provide real estate brokerage services in accordance with this Agreement by the Texas Real Estate Commission effect at all times during the term of this Agreement. All associates employed by Jones Lang LaSalle to assist with marketing, selling, and purchasing of properties, and all other brokers with whom Jones Lang LaSalle cooperates in connection with marketing, selling and purchasing of properties will be duly licensed by TREC as real estate brokers or agents in accordance with the Act when any such services are rendered. in material compliance with the Act, the rules and regulations of TREC, and all other provisions of applicable law. RELATIONSHIP OF PARTIES Jones Lang LaSalle does hereby state, represent and warrant that it is an independent contractor. In no event and/or under no circumstances shall Jones Lang LaSalle in the performance of its contractual obligation hereunder be deemed or considered to be acting as a servant, partner, or employee of, or joint venturer with Client or, except to the extent required by applicable law, and then only to the extent expressly and specifically authorized hereunder, an agent of Client. Jones Lang LaSalle agrees that it is solely responsible for all payments due or to become due to all its employees, contractors, or suppliers, compensation laws or similar employee obligations with respect to its employees. Jones Lang LaSalle hereby agrees to indemnify and save harmless Client against liability related to this paragraph. ASSIGNMENT This Agreement may not be assigned by Jones Lang LaSalle without the prior written consent of Client, which consent may be withheld in Client sole discretion. Jones Lang LaSalle shall not subcontract any portion of the services to be provided hereunder without the prior written consent of Client, which consent may be withheld in Client sole discretion. Notwithstanding the foregoing, Jones Lang LaSalle may assign this Agreement or delegate any portion of the services to an affiliate with the consent of Client, which consent will not be unreasonably withheld, delayed, or condition. As used herein, the any individual, corporation, or partnership directly controlled by or under common control with Jones Lang LaSalle. INSURANCE Jones Lang LaSalle must provide Client with certificate(s) of insurance documenting policies of the following types and coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: Page 4 of 13 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 will be on any vehicle used by Jones Lang LaSalle, or its employees, agents, or representatives in the course of providing services under this -owned. (c) $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d)Professional Liability (Errors & Omissions): Applicable N/A $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 must 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 must be submitted to Client to evidence coverage. General Requirements (a)The commercial general liability and automobile liability policies must include Client Client includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (Right of Recovery) in favor of Client. Page 5 of 13 (c) Insurers will endeavor to provide t coverage to Client - Client in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business - VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency below that required, written approval of Risk Management is required. (e) Any failure on the part of Client to request required insurance documentation will not constitute a waiver of the insurance requirement. INDEMNIFICATION AND LIMITATION OF LIABILITY Jones Lang LaSalle agrees to indemnify and hold Client harmless against any and all claims or demands brought by third parties and the resulting damages, costs, and expenses, including reasonable attorney's fees for the defense of such claims and demands, arising from the gross negligence or willful misconduct contractors while performing any of the services to be provided hereunder. In case of any action or proceeding brought against a party by reason of a claim subject to indemnification under this paragraph, then the indemnifying party, upon notice from the indemnitee, agrees to defend the action or proceeding by counsel of its choice. Jones Lang LaSalle agent, servant, employee, representative or affiliate of either party shall have any personal liability for breach of this Agreement. Neither party shall be liable to the other for, and each party hereby waives any and all rights to claim against the other party, any special, indirect, incidental, or consequential damages in connection with this Agreement, including, but not limited to, lost revenue or profits, even if a party has been advised of the possibility of such damages. EQUAL EMPLOYMENT OPPORTUNITY Jones Lange LaSalle will not engage in employment practices which have the effect of discriminating against employees or prospective employees because of race, color, religion, national origin, sex, age, handicap, political belief or affiliation, and that it will abide by the Equal Employment Opportunity requirements of the State of Texas and Client. DISCLOSURE OF INTEREST For all transactions in which Jones Lang LaSalle is entirely or partially responsible for having procured an offer on behalf of Client, Jones Lang LaSalle shall disclose in writing to Client: (i) any existing ownership, or any prior ownership within the previous two years, of any properties Client is considering purchasing; (ii) any corporate, company, or partnership interest and any joint venture or familial relationship that Jones Lange LaSalle or its owners or principals has, or may have had within the previous two years, in or with the owner of the proposed property; and (iii) any existing ownership interest or prior ownership interest within the previous two years in any corporation, company, partnership, association, joint venture, or other entity, and any joint venture or familial Page 6 of 13 relationship, to which Client is considering selling property. Such disclosures shall be given prior to Client entering into an agreement regarding the same. Notwithstanding the foregoing, Jones Lang LaSalle shall only be required to disclose those items described in this paragraph of which it information or facts consciously known by any one or more members of the Engagement Team, and the knowledge of any other person cannot be the basis of any claim that Jones Lang LaSalle had knowledge (actual or otherwise) of any information or fact. RETENTION OF AND ACCESS TO RECORDS Jones Lang LaSalle agrees that Client shall, until the expiration of three (3) years after final payment under this Agreement, 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 Jones Lang LaSalle involving transactions relating to this Agreement at no additional cost to Client. Jones Lang LaSalle agrees that Client shall have access during normal working hours to all necessary Jones Lang LaSalle facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Client shall give Jones Lang LaSalle reasonable advance notice of intended audits. CONFIDENTIALITY Due to the unique arrangement of this Agreement, it is agreed by both parties that all aspects of this Jones Lang LaSalle Services Agreement shall be treated confidentially by both parties, subject to the Texas Public Information Act . include information that (i) is or becomes in the public domain through no fault of Jones Lang LaSalle, (ii) that is already known to Jones Lang LaSalle, (iii) is rightfully received by a third party without restriction and without breach of this Agreement, (iv) is independently developed by an employee or agent of Jones Lang LaSalle without reference to the Confidential Information, (v) is approved for release by written authorization from Client, or (vi) is required to be disclosed pursuant to government order or law. BINDING LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas and the obligations of the parties hereto are, and shall be, performable in Tarrant County, Texas. Where required for proper interpretation, words in the singular shall include the plural, masculine gender shall include the neuter and the feminine, and vice versa. GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, Client does not waive or surrender any of its governmental powers or immunities. DISCLOSURE OF CONFLICTS Jones Lang LaSalle hereby warrants to Client that Jones Lang LaSalle has made full disclosure in writing of any existing or potential conflicts of interest related to Jones Lang LaSalle s provision of the services under this Agreement. In the event that any conflicts of interest arise after the execution of this Page 7 of 13 Agreement, Jones Lang LaSalle hereby agrees to make full disclosure to the Client in writing immediately upon learning of such conflict. CITY COUNCIL APPROVAL REQUIRED Notwithstanding anything herein to the contrary, Jones Lang LaSalle hereby acknowledges and agrees that the execution of this Agreement, its representations and warranties under this Agreement, and willingness and agreement to purchase any property and to pay any commission to Jones Lang LaSalle are expressly subject to and contingent upon the approval of the Fort Worth City Council NO BOYCOTT OF ISRAEL If Jones Lang LaSalle has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Jones Lang LaSalle acknowledges that in accordance with Chapter 2271 of the Texas Government Code, Client is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. T meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Jones Lang LaSalle certifies that Jones Lang LaSalle provides written verification to Client that Jones Lang LaSalle: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. PROHIBITION ON BOYCOTTING ENERGY COMPANIES Jones Lang LaSalle acknowledges that in accordance with Chapter 2276 of the Texas Government Code, Client is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Client with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Jones Lang LaSalle certifies that Jones Lang LaSalle signature provides written verification to the Client that Jones Lang LaSalle: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES Jones Lang LaSalle acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the Client is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Client with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Jones Lang LaSalle certifies that Jones Lang LaSalle Client that Jones Lang LaSalle: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Page 8 of 13 ELECTRONIC SIGNATURES This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, ransmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. Signature Page to Follow CLIENT: CITY OF FORT WORTH By:vf/�tv---Mark McDaniel Deputy City Manager RECOMMENDED: Ky-- Kevin Gunn Director, IT Solutions APPROVED AS TO FORM AND LEGALITY: ..,/t,�hc= �vtacY Matthew A. Murray Senior Assistant City Attorney M&C:N/A 1295: NIA ATTEST: r1� Jannette S. Goodall City Secretary CONTRACT COMPLIANCE MANAGER Feb 25, 2025 By sign ing, I acknowledge that I am the person responsible for the monitoring and administration of this contract including ensuring all performances and reporting requirements. 4-,,(.J+-. Lawrence Crockett (Feb 19, 2025 13:05 CST) Lawrence Crockett Sr. IT Solutions Manager Page 9 of 13 Page 10 of 13 EXHIBIT A JONES LANG LASALLE SERVICES AGREEMENT DATED FEBRUARY ______, 2025 SERVICES PROVIDED FOR CLIENT A. CONFIRM REAL ESTATE REQUIREMENTS 1. Develop an understanding of Client goals and objectives and incorporate that knowledge into structuring real estate transactions. 2. Define Client requirements. B. SITE SELECTION 1. Review maps identifying acquisition locations provided by Client. 2. Identify potential properties. 3. Coordinate and conduct site visits. 4. Provide communication log between Client, JLL, and other related parties. C. LETTER OF INTENT (LOI), REQUEST FOR PROPOSAL (RFP), OR OFFER LETTERS/CONTRACTS 1. Draft LOI, RFP or Offer Letters/Contracts based on the determined objectives and requirements but subject to review and approval. 2. Detail parameters for analyzing responses. 3. Deliver RFP or Offer Letters/Contracts to Client. D. NEGOTIATION 1. Establish and maintain a competitive environment to obtain the most advantageous transaction structure and quality. 2. Coordinate site tour of final options under consideration for purchase or sale. 3. Develop appropriate transaction plan and negotiation strategy. 4. Implement transaction plan and negotiation strategy with the final alternatives. 5. Assist in negotiation of Letter of Intent containing all significant business points. E. PURCHASE CONTRACT DRAFTING & NEGOTIATION 1. Provide initial contract review and coordinate with legal counsel. 2. Assist in the coordination of the documentation process with Client meetings and conference calls if necessary. F. DUE DILIGENCE ASSISTANCE AND MONITORING OF TRANSACTION 1. Provide normal brokerage services in facilitating Client diligence activities and the closing of the sale. 2. Monitor the progress of the transaction and provide such assistance as Client may reasonably request to implement the terms and conditions of such transaction and facilitate the closing of such transaction. Such assistance may include the following: - Appraisal: Work with preferred Appraiser to 1) obtain proposals for valuation services, and 2) supervise selected Appraiser from project start through completion. JLL has a separate Appraisal team that can perform valuation services for an additional cost. If , or another Appraisal team, is selected, they will invoice Client separately. Page 11 of 13 - Alta Survey: Work with preferred surveyor to obtain a new or updated survey that is acceptable to the title company - Access/Temporary Right of Entry (TROE): JLL understands that Client will likely require access to the property during the due diligence period. If applicable, JLL will strategically structure the Purchase and Sale Agreement/Contract to allow for temporary right of entry onto the property after contract signing by both parties. - Zoning: If a property requires a zoning change, JLL will work with preferred engineering firm to help manage the process. JLL does not have an engineering team. - Environmental Studies: Work with preferred provider to obtain environmental studies. JLL does not have an environmental team. - Due Diligence Technical Feasibility Assessment(s): JLL understands that vendor(s) may require additional testing/reports of the property prior to closing. JLL will work with vendor(s) including, but not limited to, Motorola, to help manage additional assessments deemed necessary: (1) FAA Clearance Certification (2) City of Fort Worth Form 1295 (3) Antiquities/Archaeological Studies (4) Fall Radius Report(s) (5) NEPA Report(s) (6) Geotechnical Report(s) - Title Commitment: Work with Title Company handling the transaction to obtain the following: (1) Wiring Instructions (2) T-7 Deletion of Arbitration (3) Notices/Acknowledgements i.e. Business Affiliations (4) Settlement Statement(s) (5) Updated Title Commitment (cannot be older than 90 days) If Client does not have a preferred provider relating to services listed above, JLL will help identify and secure qualified providers. G. COST OF ADDITIONAL SERVICES Per request, JLL has provided estimated costs for potential additional services, see below. If utilized, providers will invoice Client separately for their services. - Survey: $8,000-$10,000 - Appraisal: $2,000-$3,000 - Environmental Phase I: $5,000-$8,000 - Engineer for Zoning Change: $15,000-$20,000 H. CLOSING Provide assistance in the closing process (e.g. review closing statements; coordinate review of all , etc.) Page 12 of 13 EXHIBIT B JONES LANG LASALLE SERVICES AGREEMENT DATED FEBRUARY ______, 2025 FEE AGREEMENT Client has engaged Jones Lang LaSalle to assist with its site acquisitions. The scope of this assignment will cover work necessary to consummate a transaction to purchase property in accordance with the Jones Lang LaSalle Services Agreement attached herewith. For Client acquisitions of property, Jones Lang LaSalle will receive a cash commission at closing of the property equal to six percent (6%) of the total purchase price of the property, subject to City Council Approval of a transaction to purchase property. Jones Lang LaSalle will first look to the seller for payment of the real estate fee. Should the seller not pay the full real estate fee as outlined in this paragraph, Client will compensate Jones Lang LaSalle with the remainder of such real estate fee up to six percent (6%) of the total purchase price, subject to City Council Approval of a transaction to purchase property. For Client acquisitions of donated property, Jones Lang LaSalle will be compensated as follows: six percent (6%) of the fair market value of any donated properties, subject to City Council Approval of a transaction to purchase property. At the expiration of this Agreement Jones Lang LaSalle shall be compensated per this Fee Agreement for any acquisition or donation deal in progress for which an offer had been made and delivered to Client on or before the end date of this Agreement and for which Jones Lang LaSalle was the procuring cause and which closes within a period of 180 days following the end of this Agreement, subject to City Council Approval. Jones Lang LaSalle shall cooperate as necessary with other real estate brokers in procuring offers to sell property to Client, but Jones Lang LaSalle has no authority to bind Client to the payment of any fee, commission or other compensation of any kind to other brokers in connection with a sale or purchase of any property by Client. The compensation described in this Exhibit B shall constitute the total compensation that shall be earned by and be payable to Jones Lang LaSalle for the Services Provided to Client upon each closing and shall in no event be payable except on City Council Approval and the closing of the transaction for which the compensation was earned. Page 13 of 13 EXHIBIT C JONESLANGLASALLESERVICESAGREEMENT DATED FEBRUARY ______,2025 CERTIFICATE OF LIABILITY INSURANCE [TO BE ATTACHED] �`� � �� �