2014/10/14 City Council Resolution 2014-125RESOLUTION NO. 2014 -125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT WITH COMMERCIAL
INVESTMENT REAL ESTATE, DOING BUSINESS AS NORTH BAY PROPERTY
ADVISORS FOR COMMERCIAL REAL ESTATE BROKERAGE SERVICES
WHEREAS, in December of 2011, the California Supreme Court upheld Assembly Bill
(AB) 26, legislation eliminating redevelopment agencies throughout California, including the
Rohnert Park Community Development Commission (CDC), as constitutional; and,
WHEREAS, AB 26 mandates that redevelopment successor agencies wind down their
operations, including the disposal of assets held by such successor agencies; and,
WHEREAS, the City of Rohnert Park (City) is the designated Successor Agency for both
the former CDC housing and non- housing functions; and,
WHEREAS, the City as the Non - Housing Successor Agency has adopted a Long Range
Property Management Plan which directs the disposal process of the former CDC non - housing
assets, which was approved by the Oversight Board and the California Department of Finance in
April of 2014; and,
WHEREAS, the City as Housing Successor Agency may dispose of housing assets held,
provided that the revenues received are deposited into the Housing Fund and utilized according
to law; and,
WHEREAS, the City has solicited proposals from commercial real estate brokers to
market and sell such former CDC properties with land uses of multi - family residential,
commercial, and public institutional; and,
WHEREAS, upon review and multiple interviews by City staff and a consultant, North
Bay Property Advisors has been identified as the most qualified broker for such properties; and,
WHEREAS, the City and North Bay Property Advisors have negotiated a brokerage
services agreement for the marketing and sale of the above mentioned properties; and
WHEREAS, the City Council considered a staff report, presentation and public comment
regarding the award of the brokerage services agreement at its duly noticed regular meeting of
October 14, 2014.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby approve the execution of the agreement by and between Commercial
Investment Real Estate, a California Corporation doing business as North Bay Property Advisors,
and the City of Rohnert Park, a municipal corporation, for real estate brokerage services in
substantially similar form to the agreement attached to the Staff Report as "Attachment 2" and
incorporated by this reference.
BE IT FURTHER RESOLVED that the Council hereby authorizes the City Manager to
execute said brokerage services agreement, subject to minor modification as approved by the
City Attorney, and to perform such other acts as may be necessary or convenient to effect the
purposes of this Resolution.
DULY AND REGULARLY ADOPTED this 14th day of October, 2014.
ATTEST:
`�1 AA
oAnne M. I3ucrgler, City Merk
CITY OF ROHN I+ 'I' PARK
Iosep . CaIlina.il, Mayor
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AYES: ( Lq ) NOES: ( (D ) ABSENT: ) ABSTAIN: ( 6 )
2014 -125
ATTACHMENT 2
REAL ESTATE BROKERAGE SERVICES AGREEMENT
BETWEEN THE CITY OF ROHNERT PARK AND COMMERCIAL INVESTMENT
REAL ESTATE, INC.
THIS REAL ESTATE BROKERAGE SERVICES AGREEMENT (Agreement) is
executed effective as of October 14, 2014 ( "Effective Date "), by and between the City of
Rohnert Park, a municipal corporation in the state of California (the "CITY ") and Commercial
Investment Real Estate, Inc., a California corporation, doing business as North Bay Property
Advisors ('BROKER "). CITY and BROKER are referred to herein as the "parties ".
The Parties agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement,
BROKER shall provide to the CITY the services described in Exhibit "A" attached hereto and
incorporated by this reference. BROKER shall provide said services at the time, place, and in
the manner specified in Exhibit "A."
2) PAYMENT. CITY shall pay BROKER for professional services rendered
pursuant to this Agreement at the rate and in accordance with the schedules set forth in Exhibit
"B," which is attached hereto and incorporated by this reference. The payments specified in
Exhibit "B" shall be the only payments to be made to BROKER for services rendered pursuant to
this Agreement. Payment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to the CITY at the time of payment.
Unless otherwise specified in Exhibit "B ", BROKER shall be paid for services rendered pursuant
to this Agreement through escrow for the sale of the Property or part thereof as described in
Exhibit `B" (collectively the "PROPERTY ").
BROKER shall pay all taxes, assessments and premiums under the federal Social
Security Act, any applicable unemployment insurance contributions, Workers Compensation
insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments
now or hereafter in effect and payable by reason of or in connection with the services to be
performed by BROKER.
3) FACILITIES AND E t1IPMENT. BROKER shall, at its sole cost and expense,
furnish all facilities and equipment which may be required for furnishing services pursuant to
this Agreement.
4) GENERAL PROVISIONS. The general provisions set forth in Exhibit "C,"
which is attached hereto and incorporated by this reference, are part of this Agreement. In the
event of any inconsistency between said general provisions and any other terms or conditions of
this Agreement, the provisions set forth in Exhibit "C" shall control.
5) INSURANCE REQUIREMENTS. The insurance requirements set forth in
Exhibit "D," which is attached hereto and incorporated by this reference, are part of this
Agreement. In the event of any inconsistency between said general provisions and any other
terms or conditions of this Agreement, the requirements set forth in Exhibit "D" shall control.
6) EXHIBITS. All exhibits referred to herein are attached hereto and are by this
reference incorporated herein.
7) LISTING AGENT. Subject to the exclusions set forth in Exhibit "F" attached
hereto and incorporated herein by reference, CITY appoints William M. Severi; CCIM, CPM
and Nick Abbott, as employees of the BROKER, (hereinafter and collectively referred to as
"LISTING AGENT ") as the CITY's sole agents during the term of this Agreement with the
Exclusive right to sell or lease the real property owned by the CITY that is identified in Exhibit
"E" (collectively the "PROPERTY "). If no offers to purchase or lease the Excluded Property (as
defined in Exhibit "F ") are received during the Exclusion Period (as defined in Exhibit "F "), then
upon the completion of the Exclusion Period the LISTING AGENT shall be the CITY's sole
agent for all transactions under the terms of this Agreement for the duration of the term of this
Agreement.
CITY is entering into this Agreement in material reliance upon the particular personal
skills of the LISTING AGENT. Any change in the LISTING AGENT must receive the prior
written consent of CITY, which may be given or withheld in CITY's sole and absolute
discretion, without stating reason therefor. If LISTING AGENT is no longer employed or
terminated by BROKER, CITY may immediately cancel this Agreement by providing BROKER
with ten (10) days written notice.
8) LISTING AGENT is a licensed broker in the State of California and BROKER
shall require LISTING AGENT to maintain such license during the term of this Agreement.
9) COMMISSION. Subject to the exclusions set forth in Exhibit "F", if during the
term hereof, CITY sells or leases all or any interest in the PROPERTY, CITY will pay to
BROKER a commission in accordance with the attached Exhibit B. Within 15 days after the end
of the term, BROKER will provide to CITY a list of prospective purchaser(s) or tenant(s) to
whom the PROPERTY was submitted (by BROKER, CITY or any third party) during the term.
If a prospective purchaser, appearing on said list, enters into a purchase contract, option or lease
agreement within 180 days after the end of the term, and such transaction thereafter closes, CITY
will pay a commission to BROKER as provided above. BROKER shall provide reasonable
evidence to CITY to document that information regarding the PROPERTY was actually
presented to such prospective purchaser(s) or tenant(s) during the term of this Agreement. If the
PROPERTY or part thereof is in escrow at the time that the term of this Agreement would
otherwise expire, this Agreement shall extend with respect to such portion of the PROPERTY
until such escrow closes or is terminated.
10) PROCURING BROKERS. BROKER shall recognize a procuring broker who has
been appointed as a purchaser or tenant's exclusive agent in a transaction for which a commission
is payable hereunder, BROKER will request such broker to agree to accept no more than one -half
(1/2) of the commission as determined in accordance with Exhibit `B" as its compensation. If such
broker so agrees, CITY will pay to BROKER the commission provided for herein, out of which
BROKER will pay to such broker its agreed share and retain the balance as BROKER's
compensation. If such broker does not so agree, then negotiations will be suspended until such
agreement is obtained. BROKER will not be liable for failure to obtain such agreement. In no
event shall CITY be responsible for paing any commission in excess of the amount stated in this
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Agreement.
11) ALTERNATIVE TRANSACTION. If a proposed transaction covered by this
Agreement turns into any other transaction, including, but not limited to, an exchange, build to suit,
option to purchase, right of first refusal, or ground lease, then BROKER will automatically,
without the necessity of any further acts by CITY or BROKER or an amendment to this
Agreement, be CITY's sole and exclusive agent for such transaction and will be entitled to a
commission on such transaction under the terms of this Agreement. If the commission
computation is not addressed in the attached Schedule of Commissions (Exhibit B), then the CITY
and BROKER shall negotiate in good faith on a mutually agreeable commission.
12) PROPERTY INFORMATION. CITY has informed BROKER in writing of all
knowledge of City with respect to toxic, contaminated or hazardous substances, or defective
conditions, at the PROPERTY. CITY authorizes BROKER to transmit such information to
prospective purchasers. With respect to sale or ground lease of the PROPERTY only, CITY and
BROKER each acknowledge that they are required to make certain "natural hazard disclosures" to
prospective purchasers or tenants prior to closing. CITY agrees, at its sole cost and expense, to
retain the services of a third party professional consultant to determine whether, based on available
mapping, disclosure is required, who will issue a report with respect thereto, which report will be
delivered to the prospective purchaser. CITY hereby agrees to indemnify, defend and hold
BROKER harmless of and from any and all claims from prospective purchasers or tenants of the
PROPERTY arising from any error or omission by CITY in such reports or arising from any CITY
failure to comply with any disclosure obligation of CITY.
13) OTHER CLIENTS. BROKER shall not represent potential purchasers or tenants of
the PROPERTY without obtaining CITY's prior written consent.
14) AUTHORITY. CITY represents that it is the owner of the PROPERTY and /or has
the full right, power and authority to execute this Agreement and to consummate a sale or lease
transaction as provided herein, and to perform CITY's obligations hereunder.
15) PROFESSIONAL ADVICE. BROKER/LISTING AGENT recommends that CITY
obtain legal, tax or other professional advice relating to this Agreement and the proposed sale of
the PROPERTY, as well as the condition and /or legality of the PROPERTY, including, but not
limited to, the PROPERTY 's improvements, equipment, soil, tenancies, title, environmental
aspects and compliance with the Americans With Disabilities Act. BROKER will have no
obligation to investigate any such matters unless expressly otherwise agreed to in writing by CITY
and BROKER. CITY further agrees that in determining the financial soundness of any prospective
purchaser or tenant, CITY will rely solely upon CITY's own investigation and evaluation,
notwithstanding BROKER's assistance in gathering any financial information.
16) NON - DISCRIMINATION. It is unlawful for either CITY or BROKER to
discriminate against any persons because of their race, color, religion, national origin, sex,
disability or family status.
17) SURVIVAL. This Agreement is binding upon the parties hereto and their
respective successors and assigns. The terms "CITY ", "Purchaser" and "Tenant" include affiliates,
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successors, assigns and nominees. Notwithstanding the foregoing, BROKER may not assign this
Agreement without CITY's prior written consent, which CITY may withhold in its sole discretion.
18) PUBLICITY. CITY hereby consents to BROKER's publicizing its role in any
transaction entered into, subject to CITY's approval of such publicity.
19) COUNTERPARTS: AUTHORITY. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement. Each individual
executing this Agreement on behalf of one of the parties represents that he or she is duly
authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is
binding on such party in accordance with its terms.
20) ENTIRE AGREEMENT, AMENDMENTS. This Agreement together with the
Exhibits attached hereto constitutes the entire agreement between CITY and BROKER with
respect to the subject matter hereof and supersedes all prior written or oral communication with
respect thereto. No modification of this Agreement will be effective unless made in writing and
signed by both CITY and BROKER.
21) TERM. The term of this Agreement shall commence on the Effective Date and
shall continue in full force and effect until October 15, 2015, unless earlier terminated or amended
as provided for in this Agreement.
22) OPTION TO EXTEND TERM. In the event the CITY has not entered into a
contract to dispose of the PROPERTY by the end of the Term (as specified in Section 22), then
the CITY shall have the right to extend the term of this Agreement up to twelve (12) months,
subject to the mutual written agreement of the BROKER and the CITY.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
CITY
By:_
BROKER
By:
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EXHIBIT "A"
SCOPE OF SERVICE
The CITY has indicated that it desires to sell or lease the property described in the attached
Exhibit "E" (the "PROPERTY "). The CITY has deemed the PROPERTY surplus. To this end,
the CITY seeks the services of BROKER to assist the CITY in disposing the PROPERTY in a
timely and efficiency manner at the highest possible price. The PROPERTY is currently zoned
as described in Exhibit "E" and the CITY anticipates selling the PROPERTY for a use that is
consistent with this zoning designation or to an experienced developer who will develop the
PROPERTY for such use. The following outlines the scope of service to be performed by
BROKER:
• Broker Opinion of Value. BROKER will prepare and submit a Broker Opinion of Value of
the PROPERTY(S) within thirty (30) days of CITY's issuance of a Notice to Proceed. The
Broker Opinion of Value shall be updated on a periodic basis at the request of the CITY, but
not less than on a quarterly basis.
• A representative of the BROKER (William M. Severi; CCIM, CPM and Nick Abbott) shall
participate in- person or via teleconference in all CITY Team meetings. The LISTING
AGENT will be a valuable member of this team and will be expected to provide regular
updates on the marketing and disposition of the Property, as well as new development,
comparable lease transactions, and comparable sales transactions.
• BROKER shall advise the CITY and CITY's consultants that are completing any other due
diligence necessary to facilitate disposition of the PROPERTY.
• BROKER will submit to CITY Quarterly Market Research reports and any other relevant
market data or analysis prepared by BROKER.
• BROKER will develop and submit to the CITY a comprehensive and proactive marketing
plan that will include paid advertising within thirty (30) days of the Notice to Proceed for the
disposition of the PROPERTY. At a minimum, the advertising and marketing plan will
consist of the following elements:
— Illustrative signage that the BROKER desires to install on the PROPERTY during the
term of this Agreement. Upon receiving CITY's approval for the installation of such
signage, the BROKER shall be responsible for the installation and day -to -day
maintenance of the signage, which shall include ensuring that it is securely installed on a
periodic basis and free of any graffiti.
— Collateral materials including a flier, brochure, mailers, project specific website, etc. that
will be developed by the BROKER, at BROKER's sole expense, to market the
PROPERTY to prospective purchasers and media outlets to promote the PROPERTY.
BROKER will be responsible for the distribution of the collateral materials and the
PROPERTY website. These materials shall be updated on a periodic basis at the CITY's
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request.
— Identify websites such as Loopnet and the BROKER's website that will advertise the
PROPERTY. The BROKER shall be responsible for the costs of listing the PROPERTY
on Loopnet and the BROKER's website.
— Identify any other advertising and marketing opportunities including the costs of these
items.
A timeline consisting of key milestones and key deliverables.
— A detailed budget including a breakdown of expenses to be incurred by BROKER and
expenses to be incurred by the CITY. At a minimum, the BROKER shall spend $10,000
(Ten Thousand and 00 /100 dollars) on a mutually acceptable advertising campaign for
print media (paid advertising in for example: Business Journal, trade periodicals, real
estate journals, etc.) In addition, BROKER will be responsible for the cost of producing
the property brochure, interactive brochures and all direct mail expenses expended by
BROKER. The CITY's investment, if any, shall be determined upon review and approval
of the advertising and marketing plan. Amounts spent by the CITY on advertising and
marketing will be credited against the commission upon the close of escrow provided that
BROKER has requested CITY to make such expenditures.
BROKER will update the advertising and marketing plan on a periodic basis, at the CITY's
request. The BROKER will also provide regular updates to the CITY on its progress and
success in implementing the advertising plan.
Broker will develop and submit to CITY a comprehensive list of prospective purchasers that
focuses on owner - users, within 60 days of CITY's issuance of a Notice to Proceed.
BROKER shall provide the CITY with regular updates on the status of its efforts to market
the PROPERTY to this list of prospective purchasers.
CITY will refer to BROKER all inquiries and offerings received by CITY regarding the
PROPERTY and BROKER agrees to immediately follow -up on any inquiries received by the
CITY.
• BROKER shall represent the CITY throughout the disposition and negotiation process and
shall assist the CITY and the CITY's attorney in the preparation and negotiation of any
agreements required to dispose of the PROPERTY. BROKER will enlist the efforts of its
firm to secure a satisfactory purchaser(s) or tenant(s) for the PROPERTY and will also solicit
the cooperation of other licensed real estate brokers.
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EXHIBIT "B"
PAYMENT
Sales: For the sale of commercial building and land, on any single transaction:
• Sale price less than $2,500,000 million - 6% of actual purchase price
• Sale price $2,500,001 to $5,000,000 million - 5% of actual purchase price
• Sale price over $5,000,001 million - 4% of actual purchase price
Leasing:
• 6% of the first and second year collected gross rents
• 5% of the collected gross rents for the third year
• 4% of the collected gross rents for the fourth year
• 3% of the collected gross rents for the fifth year
• 2% of the collected gross rents for every year of the initial term of the lease for years six
through ten.
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EXHIBIT "C"
GENERAL PROVISIONS
1) INDEPENDENT CONTRACTOR. At all times during the term of this
Agreement, BROKER shall be an independent contractor and shall not be an employee of CITY.
CITY shall have the right to control BROKER only insofar as the results of BROKER's services
rendered pursuant to this Agreement; however, CITY shall not have the right to control the
means by which BROKER accomplishes services rendered pursuant to this Agreement.
2) LlC1 NSES: PERMITS, BROKER represents and warrants to CITY that
BROKER has all licenses, permits, qualifications, and approvals of whatsoever nature which are
legally required for BROKER to practice BROKER's profession and perform the services
required under this agreement. BROKER represents and warrants to CITY that BROKER shall,
at its sole cost and expense, keep in effect at all times during the term of this Agreement, any
licenses, permits, and approvals which are legally required for BROKER to practice his
profession.
3) TIME. BROKER shall devote such services pursuant to this Agreement as may
be reasonably necessary for satisfactory performance of BROKER's obligations pursuant to this
Agreement. BROKER shall adhere to the Schedule of Activities as described in their Executive
Summary.
4) BROKER NOT AN AGENT. Except as expressly stated in this Agreement or as
CITY may otherwise specify in writing, BROKER shall have no authority, express or implied, to
act on behalf of CITY in any capacity whatsoever as an agent. BROKER shall have no
authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation
whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right
or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or
obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. BROKER shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time
during the term of this Agreement, desires the removal of any person or persons assigned by
BROKER to perform services pursuant to this Agreement, BROKER shall remove any such
person immediately upon receiving notice from CITY of the desire of CITY for the removal of
such person or persons.
7) STANDARD OF PERFORMANCE. BROKER shall perform all services
required pursuant to this Agreement. Services shall be performed in the manner and according to
the standards observed by a competent practitioner of the profession in which BROKER is
engaged in the geographical area in which BROKER practices his profession. All products
which BROKER delivers to CITY pursuant to this Agreement shall be prepared in a
workmanlike manner, and conform to the standards of quality normally observed by a person
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practicing in BROKER's profession. CITY shall be the sole judge as to whether the product of
the BROKER is satisfactory.
8) TERMINATION OF AGREEMENT. This Agreement may be terminated at any
time by the CITY, with or without cause, at CITY's discretion upon prior written 10 (Ten) day
notification to BROKER. All completed and incomplete products up to the date of receipt of
written notice to cease work shall become the property of CITY. Notwithstanding the foregoing,
if the PROPERTY or any part thereof is in escrow, the provisions of Section 9 of the Agreement
shall apply with respect to such escrow and the term of this Agreement shall extend with respect
to such portion of the PROPERTY until such escrow closes or is terminated.
9) PRODUCTS OF CONSULTING. All products of the BROKER provided under
this Agreement shall be the property of the CITY, and none of said products shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the CITY. Upon termination of this Agreement with or without cause, BROKER shall
turn over to the City Manager immediately any and all copies of studies, sketches, drawings,
computations, and other data, whether or not completed, prepared by BROKER or its
subcontractors, if any, or given to BROKER or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the CITY.
10) INDEMNIFY AND HOLD HARMLES
BROKER shall, to the fullest extent permitted by law, indemnify, defend with
counsel reasonably acceptable to CITY, and hold harmless the CITY, its officials, officers,
agents, employees and volunteers from all claims, costs, damages, losses, suits, liabilities or
actions of every name, kind and description, ( "Claims ") arising directly or indirectly in
connection with the performance under this Agreement by BROKER, LISTING AGENTS, or
the employees, agents, or contractors of the foregoing, or any person directly or indirectly
employed by or acting as agent for BROKER in the performance of this Agreement except to the
extent any such Claim arises as a result of the gross negligence or willful misconduct of the
CITY, its officers, agents, employees or volunteers.
It is understood that the duty of BROKER to indemnify and hold harmless includes
the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement
does not relieve BROKER from liability under this indemnification and hold harmless clause. This
indemnification and hold harmless clause shall apply whether or not such insurance policies are
determined to be applicable to any such damages or claims for damages and shall continue to bind
the parties after termination /completion of this Agreement.
11) PROHIBITED INTERESTS. BROKER covenants and represents that neither it,
nor any officer or principal of its firm, has, or shall acquire any investment, income, business
entity, interest in real property, or other interest, directly or indirectly, which would conflict in
any manner with the interests of CITY, hinder BROKER's performance of services under this
Agreement, or be affected in any manner or degree by performance of BROKER's services
hereunder. BROKER further covenants that in the performance of the Agreement, no person
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having any such interest shall be employed by it as an officer, employee, agent, or subcontractor
without the express written consent of the CITY. BROKER agrees to at all times avoid conflicts
of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the
performance of the Agreement.
12) BROKER NOT A PUBLIC OFFICIAL. BROKER is not a "public official" for
purposes of Government Code §§ 87200 et seq. BROKER conducts research and arrives at his
or her conclusions, advice, recommendation, or counsel independent of the control and direction
of the CITY or any CITY official, other than normal contract monitoring. In addition, BROKER
possesses no authority with respect to any CITY decision beyond these conclusions, advice,
recommendation, or counsel.
13) CI'T'Y NOT OBLIGATED "l'O Tl IIRD PA.it'ri l: "sS. CITY shall not be obligated or
liable for payment hereunder to any party other than the BROKER.
14) WAIVER. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
15) SEVERABILITY. If any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
16) APPLICABLE LAW, VENUE. This Agreement shall be construed and
interpreted according to California law. In the event that suit shall be brought by either party
hereunder, the parties agree that trial of such action shall be held exclusively in a state court in
the County of Sonoma, California.
17) TIME OF THE ESSENCE. Time is of the essence of this Agreement.
18) INTERPRETATION. This Agreement shall be interpreted as though it was a
product of a joint drafting effort and no provisions shall be interpreted against a party on the ground
that said party was solely or primarily responsible for drafting the language to be interpreted.
19) WRITTEN NOTIFICATION. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party of the change of address. Notice shall be
deemed communicated within 72 hours from the time of mailing if mailed as provided in this
section.
If to CITY: City Manager
City of Rohnert Park — City Hall
130 Avram Avenue
Rohnert Park, CA 94928
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If to BROKER: William Severi
North Bay Property Advisors
2544 Cleveland Avenue Suite 110
Santa Rosa CA 95403
20) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING
REQUIREMENTS. When the CITY executes an agreement for or makes payment to BROKER
in the amount of $600 (six hundred dollars) or more in any one calendar year, BROKER shall
provide the following information to CITY to comply with Employment Development
Department (EDD) reporting requirements:
a) Whether BROKER is doing business as a sole proprietorship, partnership, limited
liability partnership, corporation, limited liability company, non - profit corporation or other form
of organization.
b) If BROKER is doing business as a sole proprietorship, BROKER shall provide
the full name, address and social security number or federal tax identification number of the sole
proprietor.
c) If BROKER is doing business as other than a sole proprietorship, BROKER shall
provide BROKER's federal tax identification number.
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EXHIBIT "D"
INSURANCE REQUIREMENTS
BROKER shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the BROKER, and BROKER's agents, representatives, and
employees. Broker shall ensure that all persons performing work under this Agreement are covered
by automobile and liability insurance coverage in accordance with the requirements of this
Agreement.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with
minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and
completed operations, and property damage. If Commercial General Liability or other form with
a general aggregate limit is used, either the general aggregate limit shall apply separately to this
project /location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code I — any auto) with
minimum limits of $1,000,000 per accident for bodily injury and property damage.
c) Workers' Compensation insurance as required by the State of California and
Employers' Liability insurance, each in the amount of $1,000,000 per accident for bodily injury
or disease.
2) INDUSTRY SPECIFIC COVERAGES
The following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of
$1,000,000 per occurrence.
3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF - INSURED RETENTIONS. Any deductibles or self -
insured retentions must be declared to and approved by the CITY. See BROKER Self Insurance
clarification in Section 3(c) below.
b) The general and automobile liability policies are to contain, the following provisions:
i) The CITY, its officers, officials, employees, CONSULTANTS and volunteers are to be
covered as additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the BROKER; products and completed operations of the
BROKER; premises owned, occupied or used by the BROKER; or automobiles owned,
leased, hired or borrowed by the BROKER. The coverage shall contain no special
limitations on the scope of protection afforded to the CITY, its officers, officials,
employees or volunteers.
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ii) For any claims related to this project, the BROKER's insurance coverage shall be
primary insurance as respects the CITY, its officers, officials, employees and volunteers.
Any insurance or self - insured maintained by the CITY, its officers, officials, employees
or volunteers shall be excess of the BROKER's insurance and shall not contribute with
it.
iii) Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the CITY, its officers,
officials, employees or volunteers.
iv) The BROKER's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
v) Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated above shall not serve to reduce the BROKER's policy limits
of coverage.
c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than ANII, with the exception that, the CITY acknowledges and
accepts that the first $1 million dollars worth of BROKER'S Professional Liability Insurance is
through its Captive Insurance Company. BROKER Self Insures the first $1 million dollars worth of
Professional Liability Insurance which is acceptable to the CITY.
d) VERIFICATION OF COVERAGE. BROKER shall furnish the CITY with a Certificate of
Insurance effecting coverages required by this Exhibit D. The certificate is to be signed by a person
authorized by the insurer to bind coverage on its behalf. All insurance certificates are to be received
and approved by the CITY before work commences.
e) WAIVER OF SUBROGATION. BROKER and BROKER's insurance company agree to
waive all rights of subrogation against CITY, its elected or appointed officials, officers, agents,
employees, and volunteers for losses paid under BROKER's workers' compensation insurance
policy which arise from the work performed by BROKER for the CITY.
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EXHIBIT "E"
THE PROPERTY
APN
Approx. Lot
Address
Zoning
Size
condominium units.
residential
100 Avram Avenue
143- 380 -COM
0.76 acres
Land surrounding office
High density
condominium units.
residential
143- 380 -022
0.03 acres
Office Condominium Unit; #101
High density
residential
143- 380 -023
0.02 acres
Office Condominium Unit; # 102
High density
residential
143 - 380 -024
0.03 acres
Office Condominium Unit; #103
High density
residential
143- 380 -025
0.02 acres
Office Condominium Unit; #104
High density
residential
143- 380 -026
0.03 acres
Office Condominium Unit; #201
High density
residential
143- 380 -027
0.02 acres
Office Condominium Unit; #202
High density
residential
143- 380 -028
0.03 acres
Office Condominium Unit; #203
High density
residential
143- 380 -029
0.02 acres
Office Condominium Unit; #204
High density
residential
120 Avram Avenue
143 -061 -052
0.83 acres
120 Avram Avenue
High density
residential
6770 Commerce Blvd.
143- 380 -015 0.93 acres 6770 Commerce Boulevard 1-llgh.density
residential
415 Citv Center Drive
143- 051 -066 14,345 square feet 1 415 0ty Center Drive i faxed use
6230 State Farm Drive
143 -051 -065 115, 100 square feet 16230 State Farm Dri,v',e Mixed use
435 Southwest Blvd.
14547,0 =(l l Y 1.0.73 acres 435 Sowfi est .Blvd,, z� l ullic' (nstitutltTn 1
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EXHIBIT "F"
EXCLUSION LIST
Notwithstanding any provision of this Agreement to the contrary, during the period commencing on
October 14, 2014 and ending 45 days thereafter (the "Exclusion Period "), CITY may offer for sale
or lease, and may accept from any of the entities listed in this Exhibit F, offers to purchase or lease
the properties listed in this Exhibit F (the "Excluded Properties ") without using the services of
BROKER or the LISTING AGENT, and no commission or other compensation shall be payable to
BROKER or LISTING AGENT in connection with any such sale or lease.
Properties: 100 Avram Avenue
120 Avram Avenue
Entities:
6770 Commerce Boulevard
1. Bellwether Properties
2. T.D. Commercial
3. Robert Leys Architects AIA
4. USA Properties Fund
5. Mid - Peninsula Housing
6. Burbank Housing
7. St. Regis Properties
8. Rebuilding Together Rohnert Park - Cotati
Notwithstanding the foregoing, if CITY sells or leases any of the Excluded Properties during the
Exclusion Period, BROKER shall be entitled to reimbursement for actual expenses BROKER has
incurred in connection with the marketing of the Excluded Properties, in an amount not to exceed
Five Thousand Dollars ($5,000) in the aggregate. BROKER must submit a written request for
reimbursement to CITY in accordance with Section 19 of Exhibit "C" that is accompanied by
evidence of marketing expenses incurred for the specific properties in form reasonably acceptable to
CITY.
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