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HomeMy WebLinkAboutCBRE Inc; 2024-06-26; CS-PSA-24002CS-PSA-24002 Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR REAL ESTATE CONSULTING SERVICES CBRE, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the City of Carlsbad, California, a municipal corporation ("City") and CBRE, Inc., a Delaware corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in commercial real estate services. B. Contractor has the necessary experience in providing professional services and advice related to commercial real estate services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty thousand dollars ($30,000). 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." DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 26th June 24 CS-PSA-24002 Page 2 City Attorney Approved Version 5/22/2024 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 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 defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CS-PSA-24002 Page 3 City Attorney Approved Version 5/22/2024 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 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 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any 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. DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CS-PSA-24002 Page 4 City Attorney Approved Version 5/22/2024 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 10.2.4 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. 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 four (4) 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. DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CS-PSA-24002 Page 5 City Attorney Approved Version 5/22/2024 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 are: For City: For Contractor: Name Curtis M. Jackson Name Brian Hutcherson Title Real Estate Manager Title Western Regional Manager Dept Community Services Address 4301 La Jolla Village Drive, Ste. 3000 CITY OF CARLSBAD San Diego, CA 92122 Address 1200 Carlsbad Village Drive Phone 858-405-6109 Carlsbad, CA 92008 Email brian.hutcherson@cbre.com Phone 442-339-2836 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. 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 as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CS-PSA-24002 City Attorney Approved Version 5/22/2024 Page 6 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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. 21. 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. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and 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. 22. 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 DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CS-PSA-24002 City Attorney Approved Version 5/22/2024 Page 7 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. 23. 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 attorney's 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. 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. 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. 25. 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. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 27. 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. This Agreement may be executed in counterparts. /// /// /// DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CS-PSA-24002 City Attorney Approved Version 5/22/2024 Page 8 28. AUTHORITY The individuals executing this Agreement 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 Agreement. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California CBRE, Inc., a Delaware corporation By: By: (sign here) Parks & Recreation Department Director John Frager, Executive Managing Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk N/A single signer (sign here) By: Deputy City Clerk (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, Secretary, President, or Assistant Secretary, Vice-President 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: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 June 2413 CS-PSA-24002 City Attorney Approved Version 5/22/2024 Page 9 EXHIBIT “A” SCOPE OF SERVICES AND FEE Provide real estate consulting services on a “time and materials” 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. • Handle 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. Fee Schedule: Hourly Rate Schedule Position 2024 Rates 2025 Rates Account Lead $350.00 $358.75 Deputy Account Lead $275.00 $281.88 Marketing Support $175.00 $179.38 Contractor will invoice the city monthly on a time and material basis according to the rates described above. DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 ASSISTANT SECRETARY'S CERTIFICATE AND INCUMBENCY CERTIFICATE OF CBRE,INC. August 8, 2013 The undersigned Assistant Secretary of CBRE, Inc., a Delaware corporation (the "Company"), hereby certifies that she is the duly elected or appointed Assistant Secretary of the • Company and does further certify that: 1. Attached hereto as Exhibit A is a true and complete copy of the Certificate of Amendment of the Second Restated Certificate of Incorporation of CB Richard Ellis, Inc. certified by the Secretary of State of the State of Delaware on October 3, 2011 changing the name of the Company from CB Richard Ellis, Inc. to CBRE, Inc., which is in full force and effect on the date hereof. • 2. Attached hereto as Exhibit B is a true, con-ect and complete copy of the resolutions adopted by the board of directors of the Company on November 3, 2005, which resolutions have not been modified, rescinded or amended since their adoption and execution and remain in full force and effect on the date hereof. 3. John D. Frager is an Executive Managing Director of the Company and presently holds such title. In such capacity, Mr. Frager is authorized to sign on behalf of the Company all agreements to which the Company is or will be a party (such as commission, listing, representation, services, management or co-brokerage agreements) and all transactional documents drafted, prepared, revised or signed by a real estate licensee for which a real estate license is required, as permitted or required by the laws, rules and regulations of the jurisdiction in which the office is located, subject to receipt of any prior approvals required under the internal policies of the Company. IN WITNESS WHEREOF, the undersigned has .executed this certificate as of the date first written above. /'. t I i By: l ,/2:v Jr--✓ Name: Cindy Kee r Title: Assistant Secretary DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 Exhibit A · Certificate of Amendment of the Second Restated Certificate of Incorporation of CB Richard Ellis, Inc. filed October 3, 2011 (attached) DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 'lJe[aware PAGE 1 'Ifie :First State I, JEFFREY W. BULLOCK,. SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "CB RICHARD ELLIS, INC. ", CHANGING ITS NAME FROM "CB RICHARD ELLIS, INC. " TO "CBRE, INC .", FILED IN THIS OFFICE ON THE THIRD DAY OF OCTOBER, A.D. 2011, AT 8:02 O'CLOCK A .M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 0777218 8100 111061851 ~~~r DATE:. 10--03-11 You may verify this certificate online at corp.delaware .gov/authver.shtml DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 CERTIFICATE OF AMENDMENT OFTHE State of Delaware Secretary of State Division or Corporations Delivered 07:47 .AM 10/03/2011 FILED 08:02 AM 10/03/2011 SRV 111061851 -0777218 FILE SECOND RESTATED CERTIFICATE OF INCORPORATION OF CB RICHARD ELLIS, INC. CB Richard Ellis, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter, the "Corporation"), hereby certifies in this Certificate of Amendment of the Second Restated Certificate ofincorporation of the Corporation as follows: 1. The name of the Corporation is CB Richard Ellis, Inc. The original name under which the Corporation was incorporated in the State of Delaware is Coldwell Banker Management Corporation. The date the Corporation filed its original Certificate oflncorporation with the Secretary of State of the State of Delaware was December 15, 1971. 2. Effective on the date hereof, the Second Restated Certificate of Incorporation of the Corporation filed on December 2, 1996, is hereby amended by striking out Article FJRST thereof and by substituting in lieu of said Article FIRST the following new Article FIRST: "FIRST: The name of the corporation is CBRE, Inc." 3. All other provisions of the Second Restated Certificate ofincorporation of the Corporation shall remain in full force and effect. 4. • The foregoing amendment set forth in this Certificate of Amendment of the Second Restated Certificate oflncorporation was duly adopted in accordance with the provisions of Sections 14 l(f), 228 and 242 of the General Corporation Law of the State of Delaware. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 ') .,_ DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 ExhibitB Managing Director and Designee authority resolutions adopted on November 3; 2005 (attached) DocuSign Envelope ID: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CB RICHARD ELLIS, INC. November 3, 2005 The undersigned, being the members of the Board of Directors of CB Richard Ellis, Inc., a Delaware corporation (the "Company"), acting pursuant to the Bylaws of the Company and the Delaware General Corporation Law, hereby adopt the following resolution with the same force and effect as if it has been unanimously adopted at a duly convened meeting of the Board of Directors of the Company: RESOLVED, that all Managing Directors and their designees are hereby authorized to execute all agreements to which the Company is or will be a party ( such as commission, listing, representation, services, management or co- brokerage agreements) and all transactional documents drafted, prepared, revised or signed by a real estate licensee for any transaction for which a real estate license is required, as permitted or required by the laws, rules and regulations of the jurisdiction in which the office is located, subject to receipt of any prior approvals required under the internal policies of the Company. Br~~ Kenneth J. Kay ~ ~zzif ~ E Ho l d e r I d e n t i f i e r : 777 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 3 6 1 6 0 6 5 5 5 3 3 3 0 7 7 3 6 1 7 5 5 6 3 0 4 5 5 7 6 0 7 4 5 3 1 3 6 7 7 2 4 0 6 3 1 0 0 7 3 6 5 0 5 6 6 1 5 7 3 3 0 0 2 0 7 6 2 4 0 4 5 5 7 0 7 6 5 5 4 2 0 7 1 6 2 0 1 1 3 7 2 6 3 0 1 1 2 0 7 5 6 2 6 3 7 1 3 2 4 7 6 3 3 0 0 7 7 6 6 0 5 5 1 3 6 0 1 2 7 5 6 0 7 3 4 0 0 1 1 7 5 2 2 3 4 5 3 0 0 7 7 7 2 7 2 5 2 0 2 5 7 7 3 1 1 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 666 6 6 6 6 6 0 6 0 6 0 6 0 0 0 6 2 6 0 6 4 6 6 2 0 4 4 4 6 2 0 0 6 2 2 0 0 2 4 0 4 2 2 4 0 2 0 0 0 6 0 2 2 2 2 4 0 4 2 0 4 2 2 2 2 0 6 2 2 2 0 2 4 0 4 0 2 4 0 2 0 0 0 6 2 0 0 0 0 6 0 4 2 2 6 0 0 2 0 0 6 2 2 0 0 2 4 0 6 2 0 4 0 0 2 0 0 6 2 0 0 2 0 4 2 6 2 2 4 0 2 2 0 0 6 2 2 0 0 0 4 2 4 0 2 6 0 2 0 0 0 6 2 2 2 2 0 6 2 4 2 0 0 2 4 0 0 0 6 6 6 4 6 0 6 2 2 4 0 6 6 4 4 4 0 6 6 6 6 6 6 6 0 6 0 0 0 6 0 6 0 0 6 Ce r t i f i c a t e N o : 57 0 1 0 6 2 3 6 3 7 0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/07/2024 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. Connecticut 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: 20699ACE Property & Casualty Insurance Co.INSURER B: 42307Navigators Insurance CoINSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: CBRE Group, Inc. and Subsidiaries 2100 McKinney AvenueSuite 1250Dallas TX 75201 USA COVERAGES CERTIFICATE NUMBER:570106236370 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 03/01/2024 03/01/2025GLO838419922 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) $5,000,000A03/01/2024 03/01/2025 COMBINED SINGLE LIMIT (Ea accident) BAP 8384200 22 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 03/01/2024UMBRELLA LIABB 03/01/2025XEUG27952501009 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEA03/01/2024 03/01/2025 All Other States WC914173618A 03/01/2024 03/01/2025 $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 WC838419525 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 Carlsbad3096 Harding StreetCarlsbad 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: 8D57CBD9-5E9D-4CC3-A203-3C965441C869 _____, I ACC>RC,® ~ I -D □ - - - ~ □ □ - ---~ -~ -H I I I I I □ CBRE Group, Inc. GLO 8384199-22 Eff 03-01-2024 POLICY NUMBER: GLO 8384199-22 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: 8D57CBD9-5E9D-4CC3-A203-3C965441C869