2014/10/28 City Council Resolution 2014-131! ! ! ! to I Wei ! ! '
WHEREAS, The City of Rohnert Park (City) is in possession of certain vacant
commercial property commonly called Stadium Lands, located at 5870 Labath Avenue (the
Property); and,
WHEREAS, said Property is designated Regional Commercial, supporting retail and
other commercial uses; and
WHEREAS, the City has solicited proposals from commercial real estate brokers to
market and sell the Property; and
WHEREAS, upon review by City staff and a consultant, Keegan and Coppin Compan
Inc. has been identified as qualified broker f• - Property; anr
WHEREAS, the City and Keegan and Coppin Company, Inc. have negotiated a
brokerage services agreement for the marketing and sale of the Property; and
WHEREAS, the City Council considered a staff report, presentation and public commea
October • , 2014.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
111"ark that it does hereby approve the agreement by and between Keegan and Coppin Company,
Inc. 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 Resolution.
4 % �,4IIFORs�. Y i,
ATTEST:
.oaru M. lliar�lr,'it� "erk
CITY OF RO1-1 N E 1 'l, PARK
1, Mayor
BELFORTE: �1.J�� MACKENZIE: STAFFORD:
U AYES: (rj ) NOES: ( 0 ) ABSEN :
AHANOTU: CALLINAN:
C
2014 -131
) ABSTAIN: O )
COMPANY, INC.
THIS REAL ESTATE BROKERAGE SERVICES AGREEMENT ("Agreement") is
executed effective as
• October 29, 2014 ("Effective Date"), by and between the City •
Rohnert Park, a municipal corporation in the state • California (the "CITY") and Keegan and
Coppin Company, Inc. ("BROKER"). CITY and BROKER are referred to herein as the
"Parties".
respective successors and assigns. The terms "CITY", '1Purubuocr" and ^"Teuuu1` include affiUu1cu,
successors, assigns and nou/h`eox. 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 hcrchv consents to BR(lKIR's publicizing its role in any
transaction entered into, subject toLDY`s approval o[ such publicity.
19) This Agreement may be executed in two or
more counterparts, all of which shall beconsidered one and the xmne agreement. Each individual
executing this Agreement on behalf of one of the parties represents that be or she is duly
authorized to sign and deliver the Agreement on behalf o[such party and that this Agreement is
binding oo such party iu accordance with its terms.
20 This Agreement together with the
Exhibits u1kaobed hereto constitutes the entire agrccnuon1 bc\vvecn CITY and BROKER with
respect to the subject ouu1her hereof and supersedes all prior written or oral communication with
respect thereto. No nondiDco1iou of this Agreement will he effective unless made io writing and
signed by both CITY and BROKER.
21) TERM. The term of this /\grcunenL ohuO 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) . ��ccve� the C�Yh�u������u
contract to dispose oftboPl<0P8R.�Y by the end of the Term (as specified in Section 22), then
the CITY shall have the right io extend the term of this Agreement uy1otwelve (12) conothn,
subject to the mutual written agreement o[ the BROKER and the CITY.
IN WITNESS WHEROF, the Parties have executed this Agreement as of the date first written
CITY
�v' Bv'
�� ~
Durrin Jenkins, City Manager Shawn Johnson, Managing Partner
JoAnne Buergler, City Clerk
Date-
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Alexandra Barnhill, Assistant City Attorney
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0 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.
0 A representative of the BROKER (Shawn Johnson, Dave Peterson or Ken Bizzell) shall
participate in-person or via teleconference in all CITY Team ineetings. 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 cornpleting 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
om
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Identify websites such as Loopnet and the BROKER's website that will advertise tim
PROPERTY. The BROKER shall be responsible for the costs • listing the PROPERT
on Loopnet and the BROKER's website. I
- Identify any other advertising and marketing opportunities including the costs of these
items.
The 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 implernenting the advertising plan.
0 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 • prospective purchasers.
CITY will refer
• BROKER all inquiries and offerings received • 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 solici)
the cooperation • other licensed real estate brokers.
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PAYMENT
For the sale of the PROPERTY, payment shall be 5% of the actual purchase price of the
PROPERTY, paid at close of escrow through the title company.
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EXHIBIT "C"
practicing in OKE's profession. CITY shall be the sole judge as to whether the product of
the BROKER is satisfactory.
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17) ['1 M [,,,' 0 1' THE ES S F'N"(11' 1,11, Time is of the essence of this Agreement.
18) INTERPRETATION. This Agreement shall be interpreted as though it was a
,wrai-ywt� ntr �ing effort and no 9,rovisions shall be inter reted against a �a�v—QL thLgrounisl
that said party was solely or primarily responsible for drafting the language to be interpreted.
If to CITY: City Manager
City of Rohnert Park — City Hall
130 Avram Avenue
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L[toBROKER: Shawn Johnson, Managing Partner
l355 North Dutton Avenue
Santa Rosa, CA 95401
RLQjjLgLMENTS. 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 (ETll]) reporting requirements:
u\ Whether BROKER io doing business ooasole proprietorship, partnership, |bnbed
liability partnership, corporation, limited liability company, non-profit corporation or other form
of organization.
h) If BROKER is doing business as u sole proprietorship, BROKER shall provide
the full name, address and social security number or federal tax identification number of the sole
proprietor.
u) If BROKER is doing business as other than a sole proprietorship, BROKER shall
provide I9}<(]KERL"u federal tax identification number.
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EXHIBIT "D"
INSURANCE REQUIREMENTS
a) Commercial General Liability coverage Form CG0UUDwith
minimum limits of$2,0OO,000 per occurrence for bodily injury, peraouo]injury, product and
oVoop1e1ed operations, and property damage. If Commercial General Liability or other form with
ugcnoral aggregate limit is used, either the general aggregate limit sbuU apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
h) Automobile Liability coverage (Form CA 00 Ol with Code l — uuyuuto) with
nuiuirnoro limits nf$|,U0O,000 per accident for bodily injury and property damage.
c) Wnrkccu` Compensation insurance as required hythe State of California and
Ernp|nyeca` Liability insurance, each in the amount of$1,0O0,OOO per accident for bodily injury
or disease.
2) The following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of
$l,000,O0O per occurrence.
3\ INSURANCE PROVISIONS
a) CT] . Any deductibles nr self-
insured ro1eodiooanuumibudeoluredtnundupprovedhytbeCITY. See BROKER Self Insurance
clarification in Section 3/u\ he|nvv.
b\ The general and automobile liability policies are to contain, the following provisions:
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c) ACCEPTABILITY OF fNSURER. Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A:VII, with the exception that, the CITY acknowledges and
accepts that the first $2 million dollars worth of BROKER'S Professional Liability Insurance is
6milani. BROKER Self Insures the first $2 million dollars worth of
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d) VERIFICATION OF COVERAGE. BROKER shall furnish the CITY with a Certificate of
Insurance effecting coverages required • 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
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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— -- — -------
I . Bellwether Properties
2. Fry's Electronics
3. Robert Leys Architects AIA
4. USA Properties Fund
Regis Properties
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