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HomeMy WebLinkAboutCBRE Inc; 2020-06-30;City Attorney Approved Version 9/27/16 1 AMENDMENT NO.2 TO AGREEMENT FOR REAL ESTATE CONSULTING SERVICES CBRE, INC. This Amendment No.2 is entered into and effective as of the ______ day of __________, 2022, amending the agreement dated June 30, 2020 (the “Agreement”) by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CBRE, INC., a Delaware Corporation (“Contractor") (collectively, the “Parties”). RECITALS A. WHEREAS, the initial agreement, dated June 30, 2020, was for a one-year period with three (3) additional one-year extension options, and included a scope of work to conduct real estate services as requested on a time and material basis; and B. WHEREAS, the City and Contractor executed Amendment No. 1 on June 30, 2021 extending the term of the Agreement for an additional one-year period; and C. WHEREAS, the Parties desire to exercise the second of the three one-year extension options, hereby extending the Agreement until June 29, 2023; and D. WHEREAS, the Parties desire to amend Section 5 (Compensation) of the Agreement by increasing the not to exceed amount from fifteen thousand dollars and no cents ($15,000) to thirty thousand and no cents ($30,000) on a time and material basis. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The term of this Agreement shall be amended to extend it for one (1) additional one-year period, expiring on June 29, 2023. 2. Section 5 (Compensation) shall be amended as follows: The total fee payable for the Services to be performed during the term of the Agreement will be an amount not to exceed thirty thousand dollars ($30,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 801CB744-29B0-4C67-A15E-4AF2D8A532C8 22nd June City Attorney Approved Version 9/27/16 2 5.The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CBRE, INC. CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Gary Barberio, Deputy City Manager (John Frager, Executive Managing Director ATTEST: By: (sign here) Faviola Medina City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy/Assistant City Attorney ) DocuSign Envelope ID: 801CB744-29B0-4C67-A15E-4AF2D8A532C8 John Frager Holder Identifier : 7777777707070700077763616065553330773617556304557607453136772406310073650566157330020762404113076110207562451372230552075262335760767700776241513645231207340011752234530077727252025773110777777707000707007 6666666606060600062606466204446200622200406026002206222204260060002060220042402622220622022406224000206202224262260002060220062622420000622202604026002006222024240000420066646062240664440666666606000606006Certificate No : 570093023205 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/06/2022 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Stamford CT Office 1600 Summer Street Stamford CT 06907-4907 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 16535Zurich American Ins CoINSURER A: 40142American Zurich Ins CoINSURER B: 20699ACE Property & Casualty Insurance Co.INSURER C: 42307Navigators Insurance CoINSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: CBRE Group, Inc. and Subsidiaries2100 McKinney AvenueSuite 1250Dallas TX 75201 USA COVERAGES CERTIFICATE NUMBER:570093023205 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $50,000 $10,000 $5,000,000 $5,000,000 $5,000,000 A 03/01/2022 03/01/2023GLO838419920 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $5,000,000A03/01/2022 03/01/2023 COMBINED SINGLE LIMIT (Ea accident)BAP 8384200 20 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 03/01/2022UMBRELLA LIABC 03/01/2023G27952501007 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-PER STATUTEB03/01/2022 03/01/2023 All Other States WC914173616A 03/01/2022 03/01/2023 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN Wisconsin WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WC838419523 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad 3096 Harding Street Carlsbad CA 92008 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 801CB744-29B0-4C67-A15E-4AF2D8A532C8 ~ I AC~Re>® ~ I -D □ - - ~ □ □ - -- -- -- -H I I I I I C OWNER FIRM OR CORPORATION NAME MAILING ADDRESS CITY AND STATE CITY OF CARLSBAD 1635 Faraday Ave, Carlsbad CA 92008 NOT TRANSFERABLE BUSINESS REGISTRATION CERTIFICATE POST IN CONSPICUOUS PLACE THE PERSON, FIRM, OR CORPORATION NAMED BELOW IS GRANTED THIS BUSINESS LICENSE PURSUANT TO THE PROVISIONS OF CARLSBAD MUNICIPAL CODE CHAPTER 5.04. RECEIPT OF THIS LICENSE IS NOT AN ASSURANCE THE PROPOSED BUSINESS CONFORMS TO CITY BUILDING, ZONING, FIRE OR OTHER APPLICABLE CITY, STATE, OR FEDERAL LAWS OR REGULATIONS AND SHALL NOT RELIEVE THE BUSINESS OF THE REQUIREMENT FOR COMPLIANCE WITH THESE LAWS ANS REGULATIONS. THIS BUSINESS LICENSE CONFERS NO RIGHT OR PRIVILEGES, NOR SHALL THE APPROVAL OF THE LICENSE BE DEEMED A WAIVER OF PAST OR FUTURE VIOLATIONS OF APPLICABLE LAWS AND REGULATIONS, NOR CONSTITUTE A BARRIER TO PURSUE APPROPRIATE LEGAL ACTIONS FOR SUCH VIOLATIONS LIC. NUMBER DATE ISSUED NAICS CODE EXPIRATION DATE BUSINESS LOCATION NAICS DESCRIPTION KEEP FOR YOUR RECORDS DATE ISSUED CITY OF CARLSBAD TAXES PAID IN ACCORDANCE WITH CITY BUSINESS TAX ORDINANCE 5780 FLEET ST STE 300 2100 ROSS AVE STE 1500 DALLAS, TX 75201-6714 531210 12/31/2022 BLNR40900 BLNR40900 11/12/2021 11/12/2021 Offices of Real Estate Agents and Brokers CBRE INC ATTN: OPERATIONAL TAXES EXPIRATION DATE 12/31/2022 BUSINESS LOCATION 5780 FLEET ST STE 300 LICENSE NUMBER BUSINESS NAME BUSINESS NAME CBRE INC CBRE INC DocuSign Envelope ID: 801CB744-29B0-4C67-A15E-4AF2D8A532C8 Brian Hutcherson C cityof Carlsbad EHolder Identifier : 7777777707070700077763616065553330773617556304557607453136772406310073650566157330020762404113076110207522411376230556071622375724763300772641513201631207704011752274530077727252025773110777777707000707007 6666666606060600062606466204446200602002626224222006020026260040200062222242620600020620020404006220206222004260042202062000060422600200622000406206220206200204262200620066646062240664440666666606000606006Certificate No : 570093689543 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/16/2022 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Stamford CT Office 1600 Summer Street Stamford CT 06907-4907 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 16535Zurich American Ins CoINSURER A: 40142American Zurich Ins CoINSURER B: 20699ACE Property & Casualty Insurance Co.INSURER C: 42307Navigators Insurance CoINSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: CBRE Group, Inc. and Subsidiaries2100 McKinney AvenueSuite 1250Dallas TX 75201 USA COVERAGES CERTIFICATE NUMBER:570093689543 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $50,000 $10,000 $5,000,000 $5,000,000 $5,000,000 A 03/01/2022 03/01/2023GLO838419920 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $5,000,000A03/01/2022 03/01/2023 COMBINED SINGLE LIMIT (Ea accident)BAP 8384200 20 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 03/01/2022UMBRELLA LIABC 03/01/2023G27952501007 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-PER STATUTEB03/01/2022 03/01/2023 All Other States WC914173616A 03/01/2022 03/01/2023 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN Wisconsin WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WC838419523 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad 3096 Harding Street Carlsbad CA 92008 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 801CB744-29B0-4C67-A15E-4AF2D8A532C8 ~ I AC~Re>® ~ I -D □ - - ~ □ □ - -- -- -- -H I I I I I C CBRE Group, Inc. GLO 8384199-20 Eff 03-01-2022 POLICY NUMBER: GLO 8384199-20 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Wolters Kluwer Financial Services | Uniform FormsTM ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that the insured has agreed by written contract or written agreement to name as an additional insured and executed prior to the occurrence of any loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended toinclude as an additional insured the person(s) ororganization(s) shown in the Schedule, but onlywith respect to liability for "bodily injury", "propertydamage" or "personal and advertising injury"caused, in whole or in part, by your acts oromissions or the acts or omissions of those actingon your behalf: 1.In the performance of your ongoing operations;or 2.In connection with your premises owned by orrented to you. However: 1.The insurance afforded to such additionalinsured only applies to the extent permitted bylaw; and 2.If coverage provided to the additional insured isrequired by a contract or agreement, theinsurance afforded to such additional insuredwill not be broader than that which you arerequired by the contract or agreement toprovide for such additional insured. B.With respect to the insurance afforded to theseadditional insureds, the following is added toSection III – Limits Of Insurance: If coverage provided to the additional insured isrequired by a contract or agreement, the most wewill pay on behalf of the additional insured is theamount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits ofInsurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. DocuSign Envelope ID: 801CB744-29B0-4C67-A15E-4AF2D8A532C8 DocuSign Envelope ID: 4CC610C8-3D93-4EE9-AD72-8CB3D8BCCE81 Ed Garbo AMENDMENT NO.1 TO AGREEMENT FOR REAL ESTATE CONSULTING SERVICES CBRE, INC. -H, This Amendment No.1 is entered into and effective as of the ~ day of June, 2021, amending the agreement dated June 30, 2020 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and CBRE, Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. The initial agreement, dated June 30, 2020, was for a one-year period with three (3) additional one-year extension options, and expires on June 30, 2021 , and included a scope of work to conduct real estate services as requested on a time and material basis; and C. The Parties desire to alter the exercise the first of the three one-year extension options, hereby extending the Agreement until June 30, 2022; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The term of this Agreement shall be amended to extend it for one additional one- year period, expiring on June 29, 2022. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 6/12/18 2 in the latest Best's· Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute ariy limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 6/12/18 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1.) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Curtis M. Jackson Title Real Estate Manager Department City Manager Address 3096 Harding Street Carlsbad, CA 92008 Phone No. 760-434-2836 For Contractor Name Brian Hutcherson Title Western Regional Manager Address 4301 La Jolla Village Drive, Suite 300 San Diego, CA 92122 Phone No. 858-405-6109 Email Brian.Hutcherson@cbre.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/12/18 4 X 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and City Attorney Approved Version 6/12/18 5 put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor· may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney1s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for · a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 6/12/18 6 EXHIBIT "A" SCOPE OF SERVICES Provide real estate consulting services on a "time and materials11 basis including, but not limited to, the following, as directed by the city Real Estate Manager: • Provide real estate research and analysis • Identify and recommend potential property uses • Provide information such as property listings, statistics, marketing analysis, pricing and valuations, and financial evaluations on properties that the City of Carlsbad may have interest in purchasing, selling, or leasing. • Provide advice on a course of action to sell, develop or lease property, and on pricing of properties for sale or purchase. • Presentations as needed. • Provide property management consulting as needed for lease or sale of real property from the City of Carlsbad. • Analyze and evaluate offers presented to the city for the lease or purchase of city property, and prepare recommendations. • Assist City in setting process and terms for the sale and lease of city property. • Represent City in the negotiations with property lessors or sellers. • Represent the City in negotiations with prospective buyers and lessees. • Develop marketing materials to advertise the sale of City real estate through various media to garner significant interest and offers on the property. • Participate in site tours with potential buyers and lessees. • Coordinate real estate transaction closings. • Hanqle all customary activities and services associated with real estate transactions Contractor recognizes that the City may wish to adapt this work program to meet its specific requirements. Schedule of Fees: I. 11. 111. IV. Executive Lead: Project Manager: Senior Support: Admin Support/Jr. Analytical $325.00 per hour $225.00 per hour $125.00 per hour $ 90.00 per hour Contractor will invoice the city monthly on a time and material basis according to the rates described above. City Attorney Approved Version 6/12/18 8