ESBD_358354_1716400946999_RFP No. TRS000487_Commercial Leasing Broker Final - 5.22.24.pdf

Teacher Retirement System of Texas

Request for Proposals (RFP) Solicitation Name – Commercial Real Estate Broker Services

Solicitation No. TRS000487 NIGP Class/Item Codes: 971-08

Anticipated Schedule of Events

May 8, 2024 Issuance of RFP

May 13, 2024, 3:00 P.M., Central Time Deadline for Submission of Questions

New Proposal Due Date: June 5, 3:00 P.M., Central Time Deadline for Submission of Proposals Late Proposals will not be considered

[Presentations] Presentations or Interviews by Top-Ranked Respondents, if requested. TRS may elect to conduct presentations (or interviews or demos) as part of the evaluation process.

Solicitation Name: Commercial Real Estate Broker Services Solicitation No.:TRS000487

Solicitation Contents I. Summary Details

II. Definitions III. Historically Underutilized Business (HUB) Subcontracting Plan (HSP) Information IV. Evaluation Process and Criteria V. Proposal Submittal

VI. Sample Contract

Solicitation Name: Commercial Real Estate Broker Services

Solicitation Section I:

Summary Details

Solicitation Name: Commercial Real Estate Broker Services

I. Summary

1. Purpose/Overview TRS is seeking proposals from qualified and licensed real estate brokerage firms with experience in providing commercial real estate advisory and brokerage services throughout the state of Texas.

2. Type of Solicitation Request for Proposals (RFP)

3. Issuing Agency Teacher Retirement System of Texas Procurement & Contracts 1000 Red River Street Austin, TX 78701-2698 ATTN: Archana Sastry

4. Purchasing Authority Competitive Procurement per Texas Government Code Section 825.103

5. Mandatory Requirements Proposals that do not meet the following mandatory requirements will be rejected as non-responsive and disqualified:

1) The responding firm, organization, or company must be a licensed real estate broker in the state of Texas.

2) The responding firm, organization, or company must have performed Commercial Real Estate Brokerage services for a minimum of five (5) years within the state of Texas.

3) The responding firm, organization, or company must submit a copy of all necessary business licenses, professional certifications, or other credentials to perform the services, and if a corporation, be in good standing and qualified to conduct business in the State of Texas throughout the terms of the contract.

6. Responses to Solicitation

7. Deadline for Proposals

8. Initial Contract Term

9. TRS Optional Renewal Terms

Responses to this solicitation must be emailed to archana.sastry@trs.texas.gov

Responses must be received by Teacher Retirement System of Texas (TRS) no later than June 5, 3:00 P.M, Central Time

Initial term will be five (5) year from effective date of contract.

The contract will stay in place while TRS is opening regional offices as long as the vendor meets performance standards.

Please note: the proposed annual pricing will be applied to the renewal option. TRS does not allow for escalation of pricing for subsequent renewals under this solicitation.

Solicitation Name: Commercial Real Estate Broker Services

10. TRS Procurement and Contracts Representative for this Solicitation

Archana Sastry archana.sastry@trs.texas.gov All questions and inquiries about this solicitation must be sent to the Procurement and Contracts representative only.

11. Contact with TRS Staff Upon issuance of this Solicitation, employees and representatives of TRS, other than the TRS Procurement and Contract representative identified in item number 10 above, will not discuss the contents of this Solicitation with any Respondent, potential Respondent, or its representatives.

Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Proposal.

This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this Solicitation.

12. TRS Historically Underutilized Business (HUB) Coordinator

Blender Hill

(512) 542-6867 blender.hill@trs.texas.gov

13. Solicitation Addenda Changes to items directly impacting the Solicitation will be posted on the Electronic State Business Daily (ESBD) and a notification will be emailed.

14. Questions and Answers Questions regarding this Solicitation must be emailed no later than May 13, 2024, 3:00 P.M., Central Time. Telephone inquiries will not be accepted. Each Respondent is solely responsible for verifying TRS’ receipt of its questions, if applicable, and Proposal by the deadlines specified in this Solicitation.

15. Respondent Presentations or Interviews

TRS may request that top-scoring Respondents present an overview of the Services proposed in their Proposals. The presentations will either be performed virtually or at the TRS offices located at, 1000 Red River Street, Austin, Texas presentation dates and times to be arranged. The number of top-scoring Respondents will be determined by TRS at its sole discretion.

Solicitation Name: Commercial Real Estate Broker Services

Solicitation Section II:

Definitions

Solicitation Name: Commercial Real Estate Broker Services

II. Definitions

As used in this Solicitation, the following capitalized terms shall have the meaning specified below:

1. Agency or TRS: Teacher Retirement System of Texas

2. Agency Primary Contact: The person designated by TRS to be the point of contact between TRS and the Contractor for monitoring Contract performance and providing day-to-day interaction and instruction during the term of the Contract. Also referred to as “TRS Contract Manager.”

3. Contract: The definitive written agreement resulting from this Solicitation executed by an authorized representative of TRS and Contractor that formalizes the terms, provisions, covenants, and obligations of the parties, including but not limited to those contained in this Solicitation.

4. Contractor or Vendor: The Respondent awarded a contract resulting from this Solicitation. The term “Contractor” or “Vendor” includes employees, representatives, agents, subcontractors, suppliers, and third-party service providers of the Contractor, regardless of how such persons or entities are employed or contracted by the Contractor.

5. Contractor or Vendor Primary Contact: The person designated by the Contractor/Vendor to be the point of contact between the Contractor/Vendor and Agency for scheduling, filling, contract management, and day-to-day management of Services under the Solicitation.

6. Days: Calendar days unless otherwise specified.

7. Employee; Contract Employee: Any individuals who, on behalf of the Contractor, will or may participate in providing Services under a Contract resulting from this Solicitation.

8. Financial Interest: Receiving, or having a right to receive, money or other valuable property or benefits under or in connection with the actual or proposed contract;

holding a position in a business such as a principal, officer, director, trustee, partner, employee, or the like, or holding a position of management; holding any of the outstanding debt of a person directly involved in the proposed or resulting Contract;

or owning stock or other interest in the business.

9. Fiscal Year (FY): The State of Texas and TRS fiscal year that begins September 1 and ends August 31.

Solicitation Name: Commercial Real Estate Broker Services

10. Key Personnel: Individuals who contribute to the development or execution of a project in a substantive, measurable way and whose absence from the project would be expected to impact the performance of the Contract.

11. Offer, Proposal, or Response: The documents, including any exhibits or attachments, submitted by a Respondent in response to this Solicitation. “Offer” has the same meaning as “Proposal” or “Response,” when such terms are applicable in the solicitation document so titled as Request for Proposals (RFP), Request for Offers (RFO), or an Invitation for Bids (IFB), respectively.

12. Project Manager: The individual who, on behalf of the Contractor, will have primary responsibility for the planning, procurement, and execution of the project, in any undertaking that has a defined scope, defined start, and a defined finish, regardless of industry.

13. Relative: A current or former TRS employee’s spouse, father, mother, brother, sister, son or stepson, daughter or stepdaughter, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, or daughter-in-law.

14. Respondent: The individual or entity submitting a proposal, offer, or bid in response to this Solicitation.

15. Responsive: A Proposal that meets all minimum qualifications, HUB requirements, and submission requirements.

16. Services: All requirements, duties, schedules, locations, and other items specified in this Solicitation. The term includes any services associated with the Contractor’s performance under a Contract resulting from this Solicitation. Also referred to as “Work.”

Solicitation Name: Commercial Real Estate Broker Services

Solicitation Section III:

HUB Subcontracting Plan (HSP) Requirements and Information

Solicitation Name: Commercial Real Estate Broker Services

III. HUB Subcontracting Plan Information

In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code Section 20.285, each state agency that considers entering a contract with an expected value of $100,000 or more over the life of the contract (including any renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the Contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and if probable require a Historically Underutilized Business (HUB) Subcontracting Plan (HSP).

TRS has determined that subcontracting opportunities are probable with this RFP and requires Respondents to complete the State of Texas HUB Subcontracting Plan (HSP) form located at https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

TRS will provide guidance on navigating the State of Texas HUB forms and Respondent is encouraged to seek assistance in completing the HSP from the TRS HUB Coordinator, Blender Hill, at (512) 542-6867 or at blender.hill@trs.texas.gov. Please remember that any inquires must be done in time to allow for the required 7 working days to demonstrate the good faith effort when soliciting subcontractors because the HSP must demonstrate the good faith effort. If there are any changes to the information in the HSP after it is submitted, Respondents must obtain prior approval from TRS.

TRS HUB Goals:

For purposes of the solicitation, TRS has determined that this procurement falls under the following category:

☐ Special Trade Contraction – The goal is 50% ☐ Professional Services – The goal is 10% ☒ Other Services – The goal is 25% ☐ Commodities – The goal is 35%

State vs. Agency Annual HUB Goals:

Texas and TRS’s annual HUB expenditure goals for FY24 are listed below.

Procurement Category Statewide HUB Goals

TRS HUB

Goals

Special Trade Construction 32.90% 50.00% Professional Services 23.70% 10.00% Other Services 26.00% 25.00% Commodities 21.10% 35.00%

HUB Subcontracting Opportunities for this Solicitation

The National Institute of Government Purchasing (NIGP) Commodity Book class and item codes and commodity descriptions for the services requested under this RFP are listed below. Full commodity descriptions can be found at https://comptroller.texas.gov/purchasing/nigp/ https://comptroller.texas.gov/purchasing/vendor/hub/forms.php mailto:blender.hill@trs.texas.gov https://comptroller.texas.gov/purchasing/nigp/

The TRS has identified possible HUB subcontracting opportunities listed below related to the Scope of Work under this Solicitation; however, this list should not be considered exhaustive. Additional opportunities may be added at the Respondent’s option.

Class Item Description 971 08 Building, Fabricated, Pre-Fabricated or Pre-Manufactured, Rental or Lease 971 00 Real Property Rental or Lease

Finding HUB Vendors

For a list of HUB vendors, Respondent may use the Centralized Masters Bidders List (CMBL) and HUB Directory. Below are instructions on how to search the CMBL:

Access the CMBL and HUB Directory at:

https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do .

CMBL Page will default to certain fields already checked - ensure that All Vendors are searched.

Enter Class Code and Item (leave Item blank to select any).

Enter District Number to select specific geographic location (leave district blank to select all).

Click the Submit Search button.

Detail List page will default to certain fields already checked.

Check Ethnicity, Gender fields, and Business Description as well as any other fields needed.

Click go.

Identify HUBs on the Results For CMBL Plus HUBs Search page (HUB category is on far right of page).

Select HUB vendor and click on company name. Sometimes a vendor will have more than one listing -use the most current one.

Confirm that HUB Status is “A” (Approved; Active) on the Vendor Detail page.

If vendor appears to meet your needs, then solicit a bid or response of interest.

Repeat this process until you have found a minimum of three (3) certified HUBs per subcontracting opportunity/area, either identified by the TRS or your company.

Solicitation Name: Commercial Real Estate Broker Services Solicitation No.:TRS000487 https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do

Solicitation Section IV:

Evaluation Process and Criteria

Solicitation Name: Commercial Real Estate Broker Services

IV. Evaluation Process and Criteria

This will be a single award contract. Contractor who will assist TRS opening one location will also be assisting in opening other locations in the future. Respondent must be able to perform services throughout the state.

TRS reserves the right to ask questions or request clarification from any Respondent at any time during the Solicitation process, including each stage of the evaluation process. Clarification questions shall be provided to the Respondent by the TRS Procurement and Contracts representative for this Solicitation.

Mandatory Requirements Proposals that do not meet the following mandatory requirements will be rejected as non-responsive and disqualified from further evaluation. The Respondent must affirmatively state that they meet each mandatory requirement by submitting an attachment that includes a description of how each mandatory requirement is met.

1) The responding firm, organization, or company must be a licensed real estate broker in the state of Texas.

2) The responding firm, organization, or company must have performed Commercial Real Estate Brokerage services for a minimum of five (5) years within the state of Texas.

3) The responding firm, organization, or company must submit a copy of all necessary business licenses, professional certifications, or other credentials to perform the services, and if a corporation, be in good standing and qualified to conduct business in the State of Texas throughout the terms of the contract.

Initial Round The evaluation committee will evaluate all Responsive Proposals during the Initial Round. After Initial Round evaluations are complete, TRS may request that all or only the top-scoring Respondents participate in future rounds.

Initial responses and Best and Final Offers (BAFO) will be scored under best value standards that are in the best interest of TRS using the following general categories, for which weights are shown:

Evaluation Criteria Weight Respondent’s Key Personnel 25% Respondent’s Past Performance 25% Technical Approach 20% Fee Schedule 30% Proposal Content and Format 0 or minus 5 points Total 100%

A. Respondent’s Key Personnel: 25%

For this section, Respondent must provide an attachment that includes the information below.

Title the name of the attachment “Respondent's Key Personnel.”

1. Respondent shall provide a description and list all personnel who are key to providing the services described in the Scope of Work. For the personnel listed, Respondent shall describe relevant experience(s), including contract numbers, project descriptions and dates, and project officers or team leaders for projects listed.

2. Respondent must provide detailed resumes for all key personnel designated to take responsibility for segments of the Work.

3. Respondent shall provide a concise description of its company resources and approach to meeting TRS' requirements. Respondent shall provide an organizational chart which specifies project leadership and reporting responsibilities, and which includes the proposed number of personnel by discipline to be dedicated to performing services for TRS. The overall description should include the Respondent's plan for managing resources, as well as an escalation hierarchy and contingency plan for handling any issues that may arise.

4. Respondent shall include similar information for any subcontractors to be engaged for any work under the Contract.

5. The lead Broker and other key real estate professional(s) or assigned agent(s) must have a current Texas commercial real estate license for a minimum of five (5) years. A copy of the license(s) with license number(s) for the lead Broker and each assigned real estate professional or assigned agent must be provided with your response.

B. Respondent’s Past Performance: 25 %

For this section, the Respondent must provide an attachment that includes the information below. Title the name of the attachment “Past Performance.”

Respondent shall provide a concise description of its company past performance as it relates to meeting TRS' requirements. Respondents shall submit information on three (3) completed contracts or contracts currently in progress where you performed similar work to that described in the SOW. The information may include contracts with federal, state, and local governments, as well as commercial businesses. Additional consideration or weight may be given to examples of projects that are similar in type and scale or level of effort to the work solicited by TRS.

Respondents shall demonstrate at least five (5) years of experience in the type of work described in the SOW. Include the following information for each contract identified above. If subcontracting, include the same information for each listed subcontractor.

1. Description of the Property and Description of the services and how they were delivered to participants.

2. Type of transaction

3. Contract number, if applicable

4. Contract title

Solicitation Name: Commercial Real Estate Broker Services

5. Total Contract Amount

6. Overall price point of the Project

7. Length of time from when the property was listed to when a final transaction was completed

8. Project or program manager contact information

9. List of major subcontractors (if applicable)

TRS will review and take into consideration when evaluating past performance any information gained about a Respondent from the Texas Comptroller of Public Accounts (CPA) Vendor Performance Tracking System and any performance evaluations performed by TRS.

C. Technical Approach: 20 %

For this section, Respondent must provide an attachment that includes the information below.

Title the name of the attachment “Technical Approach.”

Respondent shall provide a concise description of their technical approach to performing the services described in the Scope of Work. These descriptions are not expected to exhaustively illustrate all of the Respondent’s capabilities but instead should provide examples of areas where the Respondent’s abilities can be of service to the TRS and indicate the breadth and completeness of their data library.

Respondents shall provide the following in their description:

1. Technical approach, strategies, and methodology for completing tasks, including any unique qualifications or capabilities with regard to negotiating lease terms and conditions, reviewing and preparing lease templates, coordinating lease preparation and execution, particularly where the lessee of the lease is the State of Texas or other government agencies;

2. A communication and escalation plan;

3. A proposed schedule or timing associated with the services;

4. Quality Assurance / Quality Control procedures for performing the service. Describe your approach in utilizing technology to better understand the client’s organization to make an informed decision; and

5. Describe your collaborative process in understanding the client’s needs and goals.

D. Fee Schedule: 30 % For this section, the Respondent must provide an attachment that includes the information below. Title the name of the attachment “Fee Schedule.”

The proposed fee schedule shall include the Respondent’s proposed compensation structure including fee and payment schedule. To the extent possible, fees will be paid in the manner conventional in the real estate industry – a percentage of net lease. Respondent shall clearly indicate the source of the fee for each type of transaction anticipated in the scope of services, e.g., lessee. Also specify any additional fees which may be anticipated in these transactions as a result of the services of the agency or its affiliates. Respondent shall also propose an hourly fee for consulting services where the task is otherwise unlikely to result in a standard real estate fee, e.g., advice and market data provided to TRS during the project’s pre-development process.

Fee Schedule will be evaluated by the evaluation team based on fairness and reasonableness and the best overall value for TRS.

Solicitation Name: Commercial Real Estate Broker Services

E. TRS Option for Interviews or Presentations Round – Selection Criteria: 10 points

After Initial Round of evaluations are completed, TRS may move on to an Interview or Presentation round. TRS may request that all or only the top-scoring Respondents participate in interviews or presentations. Respondent presentations provide an opportunity for Respondents to highlight the strengths and unique aspects of their Responses and to provide answers to clarification questions TRS may have regarding the Responses.

Evaluation Criteria for Respondent Presentations Round may include, but are not limited to:

1. Respondent’s demonstrated understanding of the RFP requirements and ability to satisfactorily describe the processes/methodologies for delivering the Services.

2. Respondent’s demonstrated experience in undertakings similar in scope and complexity to those indicated in this Solicitation, including past performance.

3. Respondent’s team member interaction and Respondent’s interaction with TRS.

4. Respondent’s presentation quality and ability to meet TRS’ needs.

5. Respondent’s ability to fit into the TRS culture.

After the presentations, the Respondent may be required to submit answers to questions asked during the presentation.

The point allocation for the Presentation Round will not be added to any previous round or future round. The points determine which Respondent(s) move on to the next round.

F. TRS Best and Final Offer (BAFO) Round After the initial evaluation and oral presentations/demonstrations are complete, TRS may move on to the next phase of the evaluation, which is the Best and Final Offer (BAFO) round. A BAFO may be sought from Respondent(s) whose Proposals are ranked most highly by the evaluation committee. TRS may need a Respondent to provide additional information. All information provided to TRS during each phase of the evaluation process (including the BAFO) is taken into consideration and scored based on the same criteria, scoring matrix, and point allocation as the initial Solicitation round. TRS will provide a final score during the BAFO round.

Solicitation Section V - Acknowledgement of Additional

Documents

Solicitation Name: Commercial Real Estate Broker Services

V. Acknowledgement of Additional Documents The following list of documents are part of this Solicitation and an awarded Contract. Respondent must initial that they reviewed the documents and return this with their Proposal behind Tab 7 Additional Response Forms. Failure to initial may result in the disqualification of Respondent’s Proposal. Documents that are required to be signed or returned with Respondent’s Proposal are identified below in Section VI.

Proposal Contents and Submittal Instructions of this Solicitation.

Document Document Link Initials Respondent Certifications Link Preferences Link Exceptions and Assumptions Instructions and Certification Link Certification regarding the public nature of Responses Link TRS General Terms and Conditions Link Notices, Representatives, and Records Location (complete and return with Proposal)

Link

Code of Ethics for Contractors Link Non-Disclosure Agreement (NDA) (sign and return with Proposal)

Link

Confidentiality Policy (will be part of awarded Contract) Link TRS Confidential Information Procedures & Standards Link Release of Claims (will be part of awarded Contract; to be completed with final invoice)

Link

HUB Subcontracting Plan (HSP) Link Vendor setup Form Link General Respondent’s Information Questionnaire Attachment A Proposed Regional Offices Map Attachment B

Solicitation Name: Commercial Real Estate Broker Services Solicitation No.:TRS000487 https://www.trs.texas.gov/Pages/procurement_requirements_services.aspx https://www.trs.texas.gov/TRS%20Documents/contract_preferences.pdf https://www.trs.texas.gov/Pages/procurement_requirements_services.aspx https://www.trs.texas.gov/TRS%20Documents/certification-public-responses.pdf https://www.trs.texas.gov/TRS%20Documents/contract_general_terms_conditions.docx https://www.trs.texas.gov/TRS%20Documents/notices-representatives-records-location.pdf https://www.trs.texas.gov/TRS%20Documents/ethics_contractors.pdf https://www.trs.texas.gov/TRS%20Documents/contract_nondisclosure_agreement.pdf https://www.trs.texas.gov/TRS%20Documents/confidentiality_policy.pdf https://www.trs.texas.gov/TRS%20Documents/confidentiality_procedures.pdf https://www.trs.texas.gov/TRS%20Documents/contract_release_of_claims.pdf https://comptroller.texas.gov/purchasing/vendor/hub/forms.php https://www.trs.texas.gov/TRS%20Documents/vendor-setup-form.pdf

Solicitation Section VI:

Proposal Submittal Instructions

Solicitation Name: Commercial Real Estate Broker Services

Proposal Submission Instructions

A. Authorized Signatory

Respondents must complete the following and submit the information with their proposal.

By submitting the Response, Respondent represents and warrants that the individual submitting this document and the documents made part of this Response is authorized to sign such documents on behalf of the Respondent and to bind the Respondent under any contract that may result from the submission this Response.

Printed Name and Title of the individual authorized to bind Respondent to this Response and Contract if awarded:

Authorized Signature: ________________________________________ Your signature binds you to everything in the Solicitation and your Response, including but not limited to the Certifications and your completed HUB Subcontracting Plan. By signing, you also affirm that everything in your Response is complete, true, and accurate.

Date of Signature: ______________________

Name of Respondent Representative to contact regarding this Response:

Title of Representative: ___________________________________________ Telephone Number: _____________________________________________ Email Address:

B. Response Content Response must be organized with the designated index tabs and in the designated order. If the item for a tab is not applicable to the Response, insert a page marked “Not Applicable” behind the tab.

• TAB 1: General Information o Completed Authorized Signatory Document o Completed Vendor Set Up Form

• TAB 2: Mandatory Requirement documents

• TAB 3: Respondent’s Key Personnel o Resumes o Organizational Chart

• TAB 4: Respondent’s Past Performance

• TAB 5: Technical Approach

• TAB 6: Fee Schedule

• TAB 7: Historically Underutilized Business (HUB) Subcontracting Plan (HSP)

• TAB 8: Additional Response Forms o Insurance Certificate o Completed Acknowledgement of Additional Documents Form o General Respondent’s Information Questionnaire (Attachment A) o Signed Non-Disclosure Agreement o Any proposed redlines o Exception and Assumptions Instructions and Certification o Completed Notices, Representatives, and Records Location o Completed Code of Ethics o Certification regarding the Public Nature of Responses o Respondent Certifications o Additional response documents should be listed here

• TAB 9: Respondent Additional Terms For this section, Respondent must include any additional terms and conditions associated with the proposed Services, e.g., vendor agreement, services agreement, license agreement, etc." Respondent must attach proposed terms in Word format.

The Respondent may not another opportunity include additional terms during the Solicitation or Contracting process.

• TAB 10: Confidential Information (information Respondent deems confidential) (if applicable)

• TAB 11: Other (May be used to include information that does not fall under another designated

Tab, to explain a Certification you cannot make, or disclose a conflict of interest.)

C. Response Submission Responses must be e-mailed to the Procurement and Contracts Representative listed in the Summary Details section by the due date and time to be considered responsive and to move to the next phase of evaluation.

D. Respondent’s Acceptance of Evaluation Methodology Submission of a proposal indicates Respondent’s acceptance of the evaluation technique and

Respondent’s recognition that TRS must make some subjective judgments during the evaluation.

Solicitation Name: Commercial Real Estate Broker Services

Solicitation Attachment A: General Respondent’s Information

Questionnaire

Attachment A General Respondent Questionnaire Information

1. What is the Respondent’s registered name?

2. What is the Respondent’s D/B/A name?

3. What is the Respondent’s Federal Employers Identification Number (EIN)?

4. What is the Respondent’s DUNS Number if known?

5. Provide the name, title, and phone number of the Respondent's legal representative, who can be contacted regarding the Contract's negotiation.

6. Provide the email address of the Respondent's legal representative.

7. Provide the name, title, and phone number of the Respondent representative who can be contacted regarding this response.

8. Provide the email address of the Respondent representative who can be contacted regarding this response.

9. Provide the name, title, and phone number of the Respondent representative responsible for all communication with TRS on Contractual Matters if awarded a contract.

10. Provide the email address of the Respondent representative responsible for all communication with TRS on Contractual Matters if awarded a contract.

11. Provide the name, title, and phone number of the Respondent representative responsible for all communication with TRS on Technical Matters if awarded a contract.

12. Provide the email address of the Respondent representative responsible for all communication with TRS on Technical Matters if awarded a contract.

13. Provide the name, title, phone number of the Respondent representative who will have the signature authority to sign the Contract.

14. Provide the email address of the Respondent representative who will have the signature authority to sign the Contract.

15. Provide the designated physical location for records access review pursuant to any applicable provision within the TRS General Terms and Conditions.

Solicitation Attachment B: Proposed TRS Regional Offices Map

Solicitation Attachment B Proposed TRS Regional Offices

Solicitation Section VII:

Sample Contract

Contract Signature Page

This Contract is entered into effective on the date of last signature below or [Insert month, date, and year] , whichever comes later (the “Effective Date”), by and between the Teacher Retirement System of Texas (TRS), with the principal place of business at 1000 Red River Street, Austin, Texas 78701 and [Insert Contractor Name] (Contractor) with a principal place of business at [Insert Address, City, State, Zip Code]. TRS and Contractor are referred to collectively as “Parties” and each, “Party.”

TRS Contract Number: CTRXXXX TRS Contract Name: Commercial Real Estate Broker Service The Contract Not to Exceed Amount: $XXXXXX This amount is for the Initial Term of the Contract. TRS does not guarantee a minimum contract amount. TRS may increase the “Contract Not to Exceed Amount” through an amendment when exercising the Renewal Option.

The Effective Date: the date of the latest signature below or [Insert Month, Date, Year], whichever comes later.

The Expiration Date: Five (5) year from effective date of Contract.

Renewal Option(s): The contract will stay in place while TRS is opening regional offices as long as the vendor meets performance standards.

Description of Work: TRS is seeking Commercial Real Estate Broker Services to locate multiple commercial leasing space for TRS regional office(s). The first office location TRS is seeking is in the South Texas region. Future office locations to be determined at a later date.

(TRS)

<<Vendor Name>>> (Contractor)

By: By:

Printed Name: Printed Name:

Title: Title:

Date: Date:

Vendor ID Number:

Procurement and Contracts Representative:

Printed Name:

Public Certification(s):

Date:

Please note: Attached is a sample contract. A similar contract will be issued to the vendor awarded a contract from this solicitation. Several sections must be reviewed and/or updated in the proposal.

Solicitation Name: Commercial Real Estate Broker Services

Sample Contract - Contract Documents List

Solicitation Name: Commercial Real Estate Broker Services

Contract Documents List

The entire Contract between TRS and the Contractor consists of the Contract Documents listed on this page. In the event of any conflict or contradiction between or among the documents attached to or otherwise incorporated into this Contract, the following order of precedence will govern this Contract in the following order:

1. Contract Signature Page

2. Contract Documents List

3. TRS General Terms and Conditions

4. Scope of Work

5. Notices, Representatives, and Records Location

6. List of Key Personnel

7. Fee Schedule

8. Insurance Section

9. Contractor’s Insurance Certificate (incorporated by reference)

10. Historically Underutilized Business (HUB) Requirements

11. HSP Progress Assessment Report Form

12. HUB Subcontracting Plan (HSP) and HSP Progress Assessment Report Forms (incorporated by reference)

13. Code of Ethics for Contractors

14. Sample Release of Claims Form to be returned with final invoice

15. Non-Disclosure Agreement

16. Confidentiality Policy

17. Confidential Information Procedures and Standards

18. Solicitation number TRS000487 posted on Month Day, Year (incorporated by reference)

19. Contractor’s Best and Final Offer (incorporated by reference)

20. Contractor’s Response to Solicitation (incorporated by reference)

Sample Contract –

TRS General Terms and Conditions

This is a placeholder for the TRS General Terms and Conditions.

TRS’ General Terms and Conditions will become part of the awarded contract.

As part of the proposal process, the Respondent must review the linked document and provide any redlines for their proposal submission. All requested redlines must be included as part of the Respondent’s proposal, as there will not be another opportunity for redlines.

Please note that TRS may not award a vendor a contract due to excessive redlines to TRS

Terms and Conditions. If Respondent’s proposed exceptions or assumptions are excessive or result in a material change and create an undue delay in the negotiation of a contract, the

Respondent may be disqualified.

https://www.trs.texas.gov/TRS%20Documents/contract_general_terms_conditions.docx

Sample Contract – Scope of Work

Scope of Work

A. Introduction

Teacher Retirement System of Texas (TRS), a public pension fund and entity of the State of Texas, issues this contract to provide commercial real estate advisory and brokerage services throughout the State of Texas.

Scope of Work

i. Background

TRS is a service-oriented public pension system providing retirement, healthcare, and related benefit programs for Texas public school employees, retirees, and their beneficiaries. TRS’ mission is to improve the retirement security of plan participants and their beneficiaries by prudently investing and managing trust assets and delivering benefits that make a positive difference in members’ lives.

TRS is seeking Commercial Real Estate Broker Services to locate multiple commercial leasing space for TRS regional office(s). The first office location TRS is seeking is in the South Texas region. Future office locations will be determined at a later date, (refer to the map provided for the proposed TRS Regional offices as Attachment B). The regional office(s) will mirror TRS headquarters in Austin, Texas, and provide members with the same experience and services. Member services includes in-person customer service through individual office-visits, lobby walk-ins, and group benefit presentations. Contractor will be required to present the best office location options for the best value to TRS.

As a result of this RFP, TRS plans to award one vendor. The awarded vendor will be assisting TRS open the South Texas location and all other locations.

ii. Description of Work Contractor shall advise TRS staff of various options or approaches to achieving the desired results.

Contractor will serve as an agent and consultant for TRS. Broker services must be performed by licensed Texas commercial real estate brokers or agents with a minimum of five (5) years’ experience within Texas.

Contractor services include but are not limited to the following:

Location: South Texas area possibly, Edinburg, Harlingen, or surrounding cities. The Contractor shall provide advice regarding the commercial real estate market and represent TRS to lease/acquire real property for the purpose of opening a TRS regional office (the “Property”) in multiple Statewide locations. Contractor will be required to find multiple locations with the criteria listed below. The space in the desired location in Texas shall allow a buildout for required office operations. TRS would be looking for the option that provides the best value for the Agency. The services may include, but are not limited to:

Research commercial office lease properties within the State of Texas with the following criteria:

1. Class A or Class B property,

2. On-site or nearby free parking availability,

3. Located in close proximity to existing public transportation,

4. Building must meet code requirements for life safety, ADA and all other applicable codes,

5. No significant barriers to extensive low-voltage work to support video conferencing, remote meetings and other advanced technology needs.

Solicitation Name: Commercial Real Estate Broker Services

Work with TRS to identify other specific needs and characteristics of property to be leased.

Identify potential site locations and properties while maintaining discretion and client confidentiality.

Solicit building owners, developers using Contractor and TRS agreed upon marketing strategy/materials.

Coordinate site visits of property for TRS staff as necessary.

Coordinate any necessary or desired inspections of property.

Coordinate and finalize real estate transactions and agreements working closely with TRS to finalize the lease of property.

Assist in the negotiation of lease terms and conditions.

Coordinate lease preparation and execution.

Provide all other services as required in the normal course of business of providing commercial real estate broker services.

At TRS written request, Contractor’s assistance may include any or all of the following:

An estimate based on commercially reasonable standards and comparable for lease space currently available for or that is likely to become available for during the term of this Contract;

A plan for submitting monthly reports to owner and for having representatives of Contractor, as specified by TRS from time to time; and

Attend monthly meetings and other meetings scheduled by TRS; and any other matters as reasonably requested by TRS.

iii. Deliverables

Contractor deliverables include the following:

a) Find multiple locations within specified amount of square footage in the South Texas region that would allow a buildout for required office operations.

b) Provide regular reports of leasing efforts/status and relevant market conditions and demographic analysis.

c) Provide written reports of findings on suitable properties.

d) Attend meetings to provide updates to TRS.

e) Provide a short list of lease facility options for TRS review.

f) Provide written documentation of the negotiation process, terms of agreements, Letters of Intent, etc.

g) Present terms and conditions for the recommended final option for review and approval to TRS and support the development of a written presentation, if necessary.

h) Prepare and/or coordinate the completion of required lease documentation to finalize the approved real estate transaction.

iv. Invoicing Requirements NOTICE: Vendors are required to use the TRS vendor portal, Procurement and Vendor E-System “PAVES,” to submit invoices. For more information, go to: https://www.trs.texas.gov/Pages/procurement_PAVES.aspx.

https://www.trs.texas.gov/Pages/procurement_PAVES.aspx

a) The invoice must be submitted after the lease is executed.

b) The following details shall be included in the invoice: Name and Contact information;

Brokerage Firm’s name, property address, lease terms (start date, end date etc.), commission rate, total commission amount, invoice tracking.

c) TRS does not allow for travel expense.

The awarded Respondent (Contractor) may employ a subcontractor (co-broker or co-brokers) referred to as a subcontractor “The subcontractor must be approved in writing by TRS before performing any work. Contractor shall not use any subcontractor, employee, supplier, or other broker or organization to whom TRS reasonably objects. Regardless of whether the Contractor employs any subcontractor, no more than the fees due and payable under TRS’s Contract with the Contractor, shall be paid by TRS, and such fees shall be paid only to the Contractor. If the Contractor has cooperated with, employed, or worked with any subcontractor who is entitled to a fee in connection with the lease/acquisition of the Property, the Contractor with whom such subcontractor is working shall be fully responsible for compensating such subcontractor and TRS shall have no responsibility therefore whatsoever. If any demand or claim shall be made against TRS by any subcontractor, the Contractor shall take such steps as TRS may request to protect TRS’s interests, including indemnifying TRS.

v. Communication Plan

Upon execution of the Contract, TRS will set up a kickoff meeting with Contractor’s Project Manager.

At the kickoff meeting, TRS and the Contractor will review all the terms of the Contract and discuss:

• How to perform all the tasks outlined in the Contract

• Deliverables of the Contract

• Timing of delivery of the Contract deliverables

• Required forms, such as insurance certificates

• Contract terms

• Invoicing requirements

• Performance monitoring

• Contract close-out process

During the kickoff meeting, TRS will assign a single point of contact for the Contractor.

Below is the established communication plan for this Contract. It outlines how TRS and Contractor will communicate throughout the term of the Contract on the performance of the Work.

The Contractor will communicate via email with the following TRS Staff:

Barbie Pearson, Chief Benefit Officer Barbie.Pearson@trs.texas.gov

Jennifer Gasior, Senior Director, Benefit Counseling Jennifer.Gasior@trs.texas.gov

Pat Koenig, Property Administrator Pat.Koenig@trs.texas.gov

During active search for a Lease property, weekly virtual meetings between TRS and Contractor shall be conducted to keep TRS informed of when Contractor is actively looking for Lease property.

Solicitation Name: Commercial Real Estate Broker Services

Contractor will send the TRS point of contact a follow-up email summarizing meeting discussion within 24 hours.

Contractor shall not bill TRS for required trainings as outlined in the Non-TRS Workers (Contract Workers, Unpaid Interns and Volunteers) policy document unless such costs are specifically authorized in the Contract. In that event, such costs shall be itemized in Contractor’s invoice to TRS. Please see the following link for information regarding on-boarding, managing, extending or off-boarding of non-TRS workers - https://trstexas.sharepoint.com/sites/oe/SitePages/Non-TRS- Workers-Information.aspx.

B. Contractor Staffing

TRS reserves the right to request that the Contractor replace any Contractor employee whom TRS judges as incompetent, careless, unsuitable, or otherwise objectionable or whose continued use is deemed contrary to the State's and TRS's best interests. Upon receipt of a formal written request from TRS’ Primary Contact, the Contractor shall propose to TRS a replacement with the same or similar expertise as the individual being replaced who shall perform the services required by the Contract, subject to the approval of TRS.

The Contractor may not use a subcontractor on this Contract without first receiving written approval from TRS regarding the proposed subcontractor. If the Contractor is required to submit a HUB Subcontracting Plan (HSP) and the proposed subcontractor is not listed on the HSP, an amendment of the HSP will be necessary. Any work to be performed by such proposed subcontractor may not be initiated until the subcontractor has been added to the HSP.

As outlined in TRS’ Background Check Policy, a criminal background check (CBC) of the Contractor’s staff is required if, at any time during the life of this Contract, the staff assigned to work on this contract meets any or all the criteria listed below:

a. Obtains a TRS user ID or password

b. Has unlimited security badge access for any length of time

c. Has limited security badge access for longer than 14 days

Further, a CBC may be required depending on the access to TRS resources and facilities needed to perform the services. TRS will perform the CBC, and the Contractor must reimburse TRS for the cost of the CBC within 30 days of receipt of notification that the background check is complete.

C. Performance Tracking

TRS may consider the Contractor’s performance during the life of the Contract. TRS will provide written feedback on the Contractor's performance at the end of each term and before a renewal option is exercised. TRS reserves the right of non-renewal or early termination of the contract for substandard performance. TRS reserves the right to publish and distribute results of the performance reviews or other quality or compliance reviews per 34 Texas Administrative Code section 20.509. If TRS identifies substantial deficiencies regarding Contractor performance or competence in delivering services performed under the Contract, TRS may require corrective action to correct the deficiencies. TRS will monitor the Contractor’s performance and may use the monitoring results to evaluate the Contractor’s ability to provide adequate services to TRS in this contract or future contracts. If the Contractor fails to meet contract goals and expected results, TRS may reduce the scope of or terminate the Contract at no cost or penalty to

TRS.

When assessing performance, TRS retains sole authority to determine whether the Contractor’s performance under the Contract is adequate. The Contractor agrees to the following:

a) Contractor will deliver Lease/acquisition options that meet TRS criteria.

b) Contractor will negotiate a Lease/acquisition on a property on behalf of TRS.

c) Contractor will provide weekly status reports.

d) Contractor and TRS will conduct site visit prior to leasing/purchasing property.

D. Escalation Plan and Good Faith Negotiations

The Contractor shall provide an escalation plan for resolving known or potential issues with service performance that arise during the term of the Contract. The plan shall be subject to TRS’ approval. It must explain how issues are to be prioritized and resolved and include the Contractor’s representatives of increasing authority who have the authority to resolve issues. The Parties will attempt in good faith to resolve any claim or controversy arising out of or relating to the execution, interpretation, and performance of services under the Contract through prompt negotiation between representatives of the Parties who have the authority to settle the controversy.

Notices, Representatives, and Records

Location

This is a placeholder for the approved and signed document.

The Notices, Representatives, Records Location is required to be completed by the Contractor and will become part of the awarded contract.

As part of the proposal process, the Respondent will be required to review the linked document, complete it, and submit it as part of their proposal submission.

https://www.trs.texas.gov/TRS%20Documents/notices-representatives-records-location.pdf

Sample Contract – List of Key Personnel

This is a placeholder for the list of Key Personnel from the awarded vendor’s winning proposal.

Please note that the awarded vendor must provide TRS with written notification of any changes to Key Personnel before changing approved key personnel, and all changes must be approved in writing by TRS.

Solicitation Name: Commercial Real Estate Broker Services

Fee Schedule

Solicitation Name: Commercial Real Estate Broker Services

Fee Schedule

The proposed fee schedule shall include Respondent’s proposed compensation structure, including fee and payment schedule. To the extent possible, fees will be paid in the manner conventional in the real estate industry, e.g. – a percentage of net lease. Respondents shall clearly indicate the source of the fee for each type of transaction anticipated in the scope of services, e.g., lessee.