HomeMy WebLinkAbout2013/11/05 Item 14 i ` °-
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CHUTA VISfA
11/OS/13, Item�
ITEn1 TITLE: RESOLUTION OF THE CITY COUNCII. OF THE C[TY OF CHULA
VISTA APPROVIi�IG r1�\' -EXCLUSNE LIST�'G AGREEMENT
BET�VEEI�' THE CITY AND VOIT REAL ESTATE SERVICES FOR A
PORTION OF 1800 A4AX�VELL ROAD
SUBI7ITTED BY: DIRECTOR OF PUBLIC WORKS -
ASSISTA\T DIRECTO OF ENGINEERii�'G
RE�'LE�VED BI': CITY MAI�TAGER_
ASSISTAI�'T CIT1' 4A\TAGER�
4hTHS VOTE: 1'ES ❑ \'O �
SU11•L1�1RY
In May of 2012, the City entered into an ezclusive listing agreement with Voit Real Estate
Services to market for lease a poRion of the John Lippitt Public \�'orks Center. While the
Brokera2e has been working N�ith a prospective tenant for some time; the listing aereement has
expired. In order to continue marketin� the property to other prospective tenants, a neN� Listing
Aereement needs to be e�ecuted.
EN�'IRONA'IENTAL REVIE��'
The Development Sen�ices Director has re��iewed the proposed activin� for compliance «ith the
Califomia Environmental Quality Act (CEQA) and has determined that the activity is not a
"Project" as defined under Section 1�378 of the State CEQA Guidelines because the activity
consists of a eovemmental fiscal and administrative activity im�olving appro��al of an aereement
for real estate services that �vill not result in direct or indirect ph�=sical chaoges to the
en�=ironment. Therefore; pursuant to Section 1�060(c) (3) of the State CEQA Guidelines the
acti��it�� is not subject to CEQA. Thus; no environmental re��ie�i� is necessan.
REC01417ENDaTION
Council adopt the resolution.
BO:�RDS/COAII�ISSION REC0�4i11ENDATION
\�ot applicable.
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lU�/13, Item ��
Page 2 of 2
DISCUSSION
Approximately 10;000 square feet office space at the John Lippitt Public Works Center located
at 1800 Maa���ell Road is unoccupied and available for lease. While the space remains vacant
the City is incurring the cost for maintenance and utilities. In an effort to offset these costs while
still keeping open the option of reoccupying these spaces at a later date, the City entered into an
exclusive listing agreement with Voit Real Estate Services. While the Brokerage has been
working with a prospective tenant for some time, the listing agreement has eapired. In order to
continue marketing the property to other prospective tenants, a new Listing Agreement needs to
be executed.
Compensation for the Broker would remain unchanged from the original listing and is in
accordance with a Schedule of Commissions contained within the Contract. The exact amount
of the compensation would be dependent on the actual I,ease negotiated. It is based upon a
sliding schedule of 7% of the rent reducing to 3% by year 10. Staff will return to Council �a�hen
tenants are found present the actual fee structure for approval. Unlike traditional real estate
transactions, no commissions will be owed until Council approves the Lease Agreement.
DECISION AZAKER CONFLICT
Staff has revie«�ed the property holdings of the City Council and has found no property holdings
within �00 feet of the boundaries of the property that is the subject of this action. Staff is not
independently aN�are, nor has staff been informed by any Council member, of any other fact that
may constitute a basis for a decision maker conflict of interest iu this matter.
CURRENT YEAR FISCAL IMPACT
Entering into this agreemenf will result in no net cost to the General Fund. Staff estimates that
rental of the John Lippitt Public Works Center will generate about $90,000 per year in revenue.
The broker ���ill be paid using a sliding scale upoi� approval of the lease by the City Council.
This will be paid out of the proceeds of the Lease. �
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact to tl�e General Fund associated with approval of this
agreement.
ATTACHMENTS
Exclusi��e Listing Agreement
Prepared by: Rick Ryals, Rea!Properry Mar�ager, Public N'orks Ewgineering
J:IEngineerUGENDAICAS2013V 1-OS-131REPORT-PW-Voir Listing renewal druft gh rev.doc
14-2
RESOLUTION NO 2013-
RESOLUTIOI�' OF THE CITI' COUI�'CIL OF THE CITY
OF CHULA VISTA APPROVING AI�i E�CLUSIVE
LISTII�'G AGREEMENT BET\T���EI`' THE CITI' AI�'D
VOIT REAL ESTATE SERVICES FOR A PORTION OF
1800 MAX��rELL ROAD
ATHEREAS; the City of Chula Vista currently has office space sienificantiv in
excess of the capacity needed to conduct the Citti�'s dati� to day business; and
WHEREAS; staff has specifically identified approximately 10,000 square feet
office space at the Lippitt Public \4JOrks Center located at 1800 A4aa���ell Road. that is not
needed for Cit}� operations no�r or in the near future; and _ _
l\'HEREAS; ���hile the future need for this space is uncertain; the Cit�� is still
incumn¢ cost for maintenance and utilities: and
A'HEREAS. in Ma��. 2012 the Citv entered into an exclusive listina aereement
���ith Voit Real Estate Services to mazket said space and no«�that listing has expued; and
WHEREAS; City desires to enter into a new eaclusive listing ageement, N�hich
���ould allo��� Voit to continue mazketing this site to potential tenants through I�4arch 31,
2014.
NO\T�'; THEREFORE; BE IT RESOLVED b}' the Citv Council of the City of
Cbula Vista, that it approves the Eaclusi��e Listing Agreement; bet�veen the Citv and Voit
Real Estate Sen�ices; for 430 F Street and a portion of 1800 n4ax���ell Road, in the form
presented; as mav have been modified b�� the Council prior to its appro��al and with such
minor modifications as ma�� be required or approved by the City Attomev; a copti� of
H�hicb sha11 be kept on file in the Office of the Cin� Clerk, and authorizes and directs the
D4a��or or staff to eaecute same.
Presented b}� Appro d as to f bv
/l
Richard A. Hopkins len R. G oeins
Duector of Public \Vorks Cin� Attome��
1:Wttomey�Fl\AL RESOS AND ORDI�ANCES�?013\I I OS 13UtES0-P\4'-Voit Listine amendmentdoc
10/29/201i 1:13 P\1 14-3 `
TH� ATTACHED AGREEMENT HAS BEEN REVIEWED
AI`'D APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CIT COUNC
� / -..
� len . Goo ins
g
City Attorney
Dated: Id Z `,� /3
AGREEMENT BETWEEN
THE CITY OF CHULA VISTA AND
VOIT REAL ESTATE SERVICES
TO PROVIDE
PROFESSIONAL REAL ESTATE SERVICES
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Agreement beriveen
Citv ot Chula ��ista
aod
Voit Real Estate Services.
To
Pro��ide Professional Real Estate Sen•ices
This a�reement (Ageement) effective ATovember i�, 2013 is betw�een the City-related entih�
whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity
�i=hose name; business form, place of business and telephone numbers are indicated on Exhibit A;
Paragraphs 4 through 6, (Consultant), and is made with reference to the follow�ing facts:
RECITALS
�'�THEREAS; the Ciry of Chula Vista currently has office space significanUy in excess of
the capacity needed to conduct the City s day to day business, and,
VdFIEREAS, staff has specifically identified approximately ]0,000 square feet office
space at the Lippet Public Works Center located at 1 S00 n4axwell Road; that is not needed for
City operations now or in the neaz future, and;
�'�'I-IEREAS; while the future need for this facility is uncertain; the City is still incurring
cost for maintenance, upkeep aad utilities, and
�'��REAS; it is desirable to find a suitable tenant to occupy,maintain and pay rent and
utilities until such tune as the facilih�is needed for City operations or can de declared as
permanent excess and disposed of, and
WHEREAS; City eniered into an Ezclusive Listing 9�eement with Voit Real Estate
Services in May 2012 which has expired, and City wishes to have Voit continue to market this
site and find a suitable tenant.
[End of Recitals. \e�t Page Staru Obligatory Pro��isions.]
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Two Parry Agreem.ent Between City ojChu(a Vista and Voit Rea(Estate Services �
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OBLIGATORY PROVISIONS PAGES
I�'OW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follo���s:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE L CONSULTANT'S OBLIGATIONS
A. General
1. General Duties. Covsultant sl�all }�erfom2 all of the services described on Exhibit A,
Paragraph 7 (General Duties).
Z. Scoue of Work and Schedule. In perfonnivg and delivering ihe General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Para�raph 8, entitled "Scope of Work and Schedule," according
to, and witivn the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and De]iverables required in
the Scope of Work and Schedule shall be refen�ed to as the"Defined Services." Failure to
complete the Defined Services by the times indicated does nol, except at the option of the
City, tenninate this Agreement.
a. Reductions i�a Scope of Id�ark. City may independently, or upon request from
Consultant, from time to time, reduce tl�e Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, City and Consultant agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
tl�e compevsation associated with tl�e reduction.
b. Additio�ia] Services. In addition to performing the Defined Services, City may
require Consultant to perform additional consulting-services related to the Defined
Services (Additional Services), and upon doing so in w�riting, if they are within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedu]e" in Exhibit A,
Paragraph 10(C), unless a separate fixed fee is othenvise ageed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Consultant expressly warrants tbat the work to be performed
pursuaut to this Agreement, wl�ether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similaz locations.
a. A�o N'aiver of Standm-d of Cm�e. ��Jhere approval Uy City is required, it is understood
to Ue conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standazds, and liability for damages
caused by negligent acts, errors, omissions, noncompliance with industry standards,
or the willfu] inisconduct of ilie Consultavt or its subcontractors.
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Two Parry.4greemen�Be�ween Ciry of Chula Vism and Voit Xeal Lsm�e Services
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B. Applicatioo of La«�s. Should a federal or state la�v pre-empt a local law, or rewlation, the
Consultant must comply ��ith the federal or state law and implementing re�aulations. Ivo
provision of this A�eement requires the Consultant to observe or enforce compliance with
any provision; perform any other act, or do any other thing in contravention of federal, state,
territorial, or local la�v; re�ulation; or ordinance. If compliance with any pro��ision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they w�ill make appropriate arrangements to proceed with or, if necessary. amend or
terminate this Agreement, or portions of it; expeditiously.
1. Subcontractors. Consultant aerees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors; comply with all applicable la«�s, re�ulations,
ordinances, and policies, �i�hether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Aereement.
C. Insurance
1. General. Consultant must procure and maintain, durin� the period of performance of this
Agreement, and for rivelve months after comple[ion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the �vork under this Agreement
and the results of that �vork by the Consultant; his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scone of Insurance. Coverage must be at least as broad as: .
a. CGL. Insurance Ser��ices Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Auto. Insurance Sen�ices Office Forni 1Vumber CA 0001 covering Automobile
Liabilit}�, Code 1 (any auto).
c. Yf�C. �T��orkers' Compensation insurance as required by the State of Califomia and
Employer's Liability Insurance.
d. EgO. Professional Liability or Errors & Omissions Liability insurance appropriate to
the ConsultanYs profession. Architects' and Engineers' coverage is to be endorsed to
include contracmal liability.
Pa2e 3
Two Party Agreemenl Between Ciry ojChula Vistn and Voit Real Er�afe Services
14-7
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
i. General Liability: $1,000,000 per occunence for bodily injury,personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate lin�it must apply sepazately to this
completed ProjecUlocation or the general aggregate limit must be twice the
operations, as required occunence limit.
a licable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Self employed, none required
Compensation
Employer's
Liability:
iv. Professional �1,000,000 each occurrence
Liability or Esors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declazed to and approved by the City. At the option of the City, either the insurer will
reduce or eluninate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, einployees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be na�ned as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, lured or bonowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment fumished in
comiection N�ith such work or operations. The genera] ]iability additional insured
coverage must be provided in the fonn of an endorsement to the Consultant's
insurance usin� ISO CG 2010 (ll/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Co�npleted Operations coverage.
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TH�o Parry Agreemen[Between Ciry of Chula Vism and Voi(Real Estate Services
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b. Primary Insurance. The Consultant's General Liability insurance co��erage must be
primary insurance as it pertains to the Citv, its officers; officials, employees, agents,
and ��olunteers. .Any insurance or self-insurance maintained by the Cih�; its officers,
officials; employees; or volunteers is �;�holly separate from the insurance of the
Consultant and in no �;�ay relieves tt�e Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Aereement shall not be canceled
by either party; except afrer thirq� days' prior written notice to the City b}� certified
mail; retum receipt requested. The ���ords "�vill endeavor'' and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. N'aiver of Subrogarion. Consultant's insurer ���ill provide a ��'aiver of Subrogation in
favor of the City for each required polic��providing covera�e For the term required by
this Agreement. In addition, Consultant �raives any right it may ha��e or may obtain
to subro�ation for a claun a�ainst the Cit}�.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Enors R Omissions covera�e are�3 ritten on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
A�reement or the begnning of the„�ork required by the Agreement.
b. rLlain�enance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five vears after completion of the work required by the
Aereement.
c. Cancellatiwi. If coverage is canceled or non-renewed, and not replaced �i�ith another
claims-made policy form w�tt� a "Retro DaYe" prior to the effective date of the
Ageement, the Consultant must purchase "extended reporting" coverage for a
minimum of five yeazs after completion of the���ork requued by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
7. Acceptabilitv of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of Califomia with a current A.D4. BesYs rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of California List of Eligible Surplus Lines Insurers (LESLn with a current A.D4.
Best's rating of no less than A X. Eaception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Cove*aee. Consultant shall fumish the City with ori2inal certificates and
amendatory endorsements effectin� corerage required by Section I.C. of this Agreement.
The endorsements should be,on insurance industry forms, provided those endorsements
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Two Parv Agre�nent Bern�een Ciry of Chula I'isra and Voit Rec!Es:ate Services v
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or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consu]tant must include all subconsultants as insureds under its policies
or fumish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other ObliQations. Insurance provisions under tl�is Article shall not
be construed to limit tl�e ConsultanYs obligations under tl�is Agreement, including
Indemiuty.
1 l. Additional Coverage. To the extent that Insurance coverage exceeds the minimums
identified in section 3, recovery shall not be limited to the insurance minimums, but shall
instead extend to the actual policy limits
D. Securitv for Perfm-ma�ce
1. Perfonnance Bond. In tlie e��ent tl�at ExhiUit A, at Paragraph 1S, indicates the need for
Consultant to provide a Perfoin�ance Bond (indicated by a check mark in the
pazenthetical space immediately preceding the subparagraph entitled "Performance
Bond"), then Consultant shall provide to Uie City a performance bond, in the amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Department of Treasury Circular 570,
http://www.fins.ireas.eov/c570, and ���hose undenvriting limitation is sufficient to issue
bonds in the amount required by the Agreemei�t, and wHich also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
Uy laws or regulations. All bonds sigi�ed by an agent must be accompanied by a certified
copy of such agenYs authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of CrediY'), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the_bank a letter, signed by tl�e City Manager,
statin; that the Consultant is in breach of the tem�s of lhis Agreement The letter of
credit shall be issued by a banlc, and be in a form and amount satisfactory to the Risk
Manager or City Attomey whicl� amouut is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Paragraph 1 S.
3. Other Securirv. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
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Tx�o Parry.4greement Benoeen Ciry ofChula Yisia and Voi�.Rea(Esmte Sernices
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(indicated b}� a check mazk in [he parenthetical space immediately preceding the
subparaoraph entitled "Other Securitv'), then Consultant shall provide to the City such
other security therein listed in a form and amount satisfactory to the Risk Manager or
Ciry Attomey.
E. Business License. Consultant a�ees to obtain a business license from the Cih�and to
otherwise comply with Title 5 of the Chula Vista D4unicipal Code.
ARTICLE II. CITY OBLIGATIO�S
A. Consultation a¢d Cooperation. City shall reaulazly consult the Consultant for the puipose
of revie�ving the pro�ress of the Defined Sen�ices and Schedule; and to provide direction and
guidance to achieve the objecti�es of this .4geement The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
ttuouehout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, w�ith the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Follo«�ine Receiot of Billine. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Paza�aph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragaph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set fonh in Exhibit A; Paragraph 10; adjacent to the goveming
compensation relationship indicated by a "checkmark" next to the appropriate
arraneement, subject to the requiremenu for retention set forth in Paragraph 1S of
Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in
Exhibit A; Pazagraph 1 I.
2. Supportine Information. Any billin� submitted by Consultant shall contain sufficient
information as to the propriety of the billing; including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to pemiit the City to evaluate that the amount due and payable is
proper, and such billing shall specificallv contain the City's account number indicated on
E�chibit A, Paragraph 17(C) to be charged upon makina such payment.
3. Exclusions. In determining the amount of the compensation City �i�ill exclude any cost:
1) incurred prior to the effecti��e date of this Aereement; or 2) azising out of or related to
the errors. omissions, negliaence or acts of willful misconduct of the Consultant, its
agents, employees; or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's neglieence, errors; or omissions in the performance of ���ork
under this Agreement has resulted in expense to City a eater than would have
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resulted if there v,�ere no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. I�'othing in this
paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Pa«nent I�'ot Fina] ApprovaL The Consultairt understands and agrees that payment to the
Consultant for any Project cost does not constitute a City fina] decision about ���hether
that cost is allowable and eligible for pa�ment under the Project and does not constitute a
waiver of any violation of Consultant of tl�e terms of the Agreement. The Consultant
acla�owledges that City will not make a final determination about the eligibility of any
cost until tl�e final pa}nnent lias been �nade on tbe Project or the results of an audit of the
Project requested Uy the City has been completed, whicheeer occurs latest. If City
determines that the Coiisultant is not entiUed to receive any poi�ion of the compensation
due or paid, City will notify the Consulfant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the ConsultanYs responsibility to retum any
funds due City as a result of later refunds, corrections, or otlier similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligorion to Po». Upon notification to the Consultant tl�at specific
amounts are o���ed to City, wl�ether for excess payments or disallo�ved costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
1. Consultant is Desienated as an FPPC Filer. If Consultant is desi��ated on Exhibit A,
Paragraph ]4, as an "FPPC filer," Consultaiit is deemed to be a "ConsultanP' for the
purposes of tl�e Politica] Refonn Act conflict of interest and disclosure provisions, and
shall repoR economic interests to the.City Clerk on the required Statement of Economic
Interests in such repoiting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
2. No Participation in Decision. Regardless of whether Consulta�t is desigiated as an FPPC
Filer; Consultant shall not make; or participate in making or in any way attempt to use
ConsultanYs position to influence a govemmental decision in which Consultant knows or
has reason to ]rnow Consultai�t has a financial interest other than the compensation
� promised by ihis Agreement. � �
3. Search to Determine Economic Literests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant ���anants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Pracrices Commission, and has
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detemiined that Consultant does not, to the best of ConsultanPs kno���ledge; have an
economic interest which would conflict with ConsultanYs duties under this aereement.
4. Promise I�'ot to Acquire Conflictine Interests. Regazdless of whether Consultant is
desig�ated as an FPPC Filer; Consultant further warrants and represents that Consultant
n�ll not acquire, obtain, or assume an economic interest during the term of this
A�eement which would constirute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duri� to Advise of Conflictine Interests. Reeazdless of whether Consultant is desienated
as an FPPC Filer; Consultant further �varrants and represents that Consultant will
immediately advise tl�e City Attomev i,f Consultant leams of an economic interest of
ConsultanPs that may result in a conflict of interest for the purpose of the Fau Political
Practices Act; and regulations promulgated thereunder.
6. Specific �Varranties Aeainst Economic Interests. Consultant warrants, represents and
a�rees that:
a. I�Teither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, duectly or
indirectly, «�hauoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit .A, Paragraph 14.
b. \TO promise of future employment, remuneration, consideration; gatuity or other
re�i�ard or gain has been made to Consultant or Consultant Associates in connecrion
with Consultant's performance of Uus Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Ageement, or for
nvelve months thereafrer.
c. Consultant .4ssociates shall noi acquue any such Prohibited Interest within the Term
of this Agreement; or for nveh�e months aRer the expiration of this A�eement,
except with the H�ritten permission of City.
d. Consultant may not conduct or solicit any business for any party to this A�eement;
or for any third party that may be in conflict with Consultant's responsibilities under
this Agreement, eacept�vith the��Titten permission of City.
IV. LIQUIDATED Dt��4AGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paraaraph 13.
� 1. EstimatinQ Daznaees. It is acl:nowled�ed by both parties that time is of the essence in the
completion of this Agreement. lt is difficult to estimate the amount of dama�es resulting
Paoe 9
Two Parry Agreement Bem�een Citv of Chula Vism and Voit Real Fstaie Services �
14-13
from delay in performance. The parties have used their judgment to arrive at a reasonable
amom�t to compensate for delay.
2. Amount of Penalri�. Failure to complete the Defined Services within the allotted time
period specified in this Agreement sl�all resalt in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
�j�ithheld from monies due, the sum of Liquidated Dan�ages Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Extension of Ti�ne. If the perfonnance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusua]
govenunental delays, acts of God, fire, floods, epidemics, freigl�t embargoes, or other
causes beyond the reasonable control of ihe Consultant, as determined by the City,
Consultant sliall be excused from perfonning that act for tl�e period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, d�e Consultant shall notify the City's Contract Administrator, ar designee, in
writing of that fact within ten calendaz days afrer flie beginning of any such claimed
delay. Extensions of time will not Ue granted for delays to minor portions of w�ork wiless
it can be shown that such delays did or will delay the progress of the w�ork.
ARTICLE V. II�TDEMNIFICATION
A. Defense, Indemnit��, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
hannless the City, its elected and appoinred officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
da�nage or injury, in law or equity, to properry or persons, including wrongful death, in
any mamter arising out of or incident to viy alleged acts, omissions, negligence, or
willfu] misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in coimection with the performance of the Defined Services
or this Agreement Tltis indemnity provision does not include any claims, damages,
liability, costs and expenses (uicluding witl�out limitaYions, attomeys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is ]iability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees whicl� may be in combination with the active or passive negligent
acts or oinissions of the Consultant, its employees, agents or officers, or any third party.
2. Desien Professional Services. Nohvithstanding the forgoing if the services provided
under this Ageement are design professiona] services, as defined by Califomia Civil
Code section 2752.5, as may be amended from time to time, the defense and indemnity
oblieation under Section 1, above, shall be limited to tUe extent required by Califomia
Civil Code section 2782.5.
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Two Perry Agreemen!Detween Ciry aj Chula Visla and Voi!Rea!Estme Sernices -
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3. Costs of Defense and Award. Included in the obligations in Sections .A1 and A.2, above,
is the Consultant's obligation to defend, at Consultanrs o�tin cost, expense and risk; any
and all suits, actions or other legal proceedinos, that may be broueht or instituted aeainst
the City, its directors, officials, officers, emplopees; agents andlor volunteers; subject to
the lunitations in Sections A.1. and A.2. Subject to the limitations in Sections A.1. and
A.2., Consultant shall pay and satisfy anV judgment, award or decree that may be
rendered aQainst City or its directors, officials, ofScers, employees, agents and/or
volunteers, for any and all related le�al expenses and cosu incurred by each of them.
4. Insurance Proceeds. ConsultanYs obligation to indemnify shall not be restricted to
insurance proceeds, if any; received by the City, its directors, officials, officers,
employees; aeenu; and/or volunteers.
5. Declarations. Consultant's obli�ations under Article \% shall not be limited by any prior
or subsequent declaration by the Consultant. �
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemniry and defense provisions set forth in Article V.
7. Survival. Consultant's obli�ations under Article V shall sun ive the termination of this
Aereement.
8. \'o Alteration of Other Obli2ations. This Article V; shall in no �i�ay alrer, affect or
modify any of the Consultant's other obli�ations and duties under this Agreement.
ARTICLE V"I. TERI��II�iATION OF AGREE�4ENT
A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this .Agreement, or if Consultant shall violate
any of the covenants; agreements or stipulations of this Agreement, City shall have the rieh[
to terminate this A�reement by giving written notice to Consultant of such termination and
specif}zng the effective date thereof at least five (�) days before the effective date of such
termination. In that event. all finished or unfinished documents, data, studies, surveys,
dra���ines, maps; reports and other materials prepazed by Consultant shall. at the oprion of the
City, become che property of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this A�reement and
less any damaQes caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effecti�e date of Norice of Termination,.
B. Termination of Agreement tor Convenience of City. City may terminate this Aereement
at any time and for any reason, by givine specific written notice to Consultant of such
termination and specif}ring the effective date thereof, at least thirty (30) days before the
effective date of such temunation. In,that event, all finished and unfinished documents and
other materials described hereinabove shall; at the option of the Cit}�, become City's sole and �
exclusive property. If the A�eement is terminated by City as provided in this para�aph,
Consultant shall be entitled to receive just and equitable compensation; in an amount not to
exceed that payable under this Aereement, for any satisfactory ���ork completed on such
Pa�e 11
T»n Peny Agreement Betw�een Citv of Chu(a Vista and Voit Reai Estate Services
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documents and other materials to the effective date of such termination. Consultant hereby
expressly �n-aives any and all c]aims for damages or compensation arising under this
Agreement except as set forth in this secrion.
.ARTICLE VII. RECORD RETENTION t1ND ACCESS
A. Record Retention. During the course of the Project and for Uiree (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may require.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and otl�er data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertainuig to the Project.
C. Project Closeout. The Consultant agrees U�at Project closeout does not alter the reporting
and record retention requirements of this Agreeinent.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AI�TD CLOSEOUT
A. Project Completion. «�ithin ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City �nay require. The Consu]tant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies tlie Consultant thaC City has
closed the Project, and eitl�er forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant ag��ees that Project closeout by City does not
iuvalidate any contin�ing requirements iinposed by the Agreement or any unmet
requirements set foRh in a written nori5cation from City
ARTICLE LX. n4ISCELLAI��EOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign any interest in this Agreement, ai�d sha11 not iransfer any iilterest in the san�e (whefl�er
by assignment or notation), without prior written consent of City.
1. Li�nited Consent. City hereby consents to the assigrunent of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
"Pennitted Subconsultants."
Page 12
Two Parq�Agreement Be(weea Cip�ojChula Visla and I�ait Real Estate Services
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B. O���nership, Publication, Reproductiou and lise of D4aterial. All reports, studies,
information, data statistics; forms; desims, pians; procedures; s}�stems and any other
materials or propenies produced under this A�eement shall be the sole and eaclusive
property of City. \'o such materials or properties produced in whole or in part under this
.Aereement shall be subject to private use, copyrights or patent rights by Consultant in 2he
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by ihe pro��isions of
the Public Records Act), distribute, and othenvise use, copyright or patent, in whole or in
part, any such reports, srudies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor �i-ith sole control of the manner and means of
performing the ser�=ices required under this A�eement. Cicy maintains the ri�ht only to
reject or accept Consultant's work products. Consultant and any of ttie Consultant's agents,
employees or representati��es are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of Ciiy, and none of them shall be
entitled to any benefiu to ��hich City employees aze en[itled including but not limited to,
overtime, retirement benefits, w�orker's compensation bene5u, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income ta�c, social security tax or
any other pa}�oll tax, and Consultani shall be solely responsible for the pa��ment of same and
shall hold the City harmless with regard to them.
1. Actions on Behalf of Citv. Except as City may specify in writing, Consultant shall have
no authority, express or implied, ro act on behalf of City in any capacity whatsoever, as
an a2ent or othenvise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any oblieation ���hatsoever, unless expressly
provided in this Agreement.
2. No Oblieations to Third Parties. In connection �vith the Project, Consultant agees and
shall require that its agents, employees, subcontractors agee that City shall not be
responsible for any oblieations or liabilities to anv third party, including its agenu,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Noni ithstanding that Citv mav ha�e concurred in or approved any solicitation,
suba�reement, or third party con2ract at any tier, City shall have no obligation or liability
to any person or entity not a par[v to this Agreement.
D. Administrati�•e Claims Requirements and Procedures. I�To suit or azbitration shall be
brought arising out of this Agreement, against Ciry unless a claun has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the pro��sions of which aze incorporated by this reference as if fully set forth
herein; and such policies and procedures used by City in the implementation of sasne. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this .4ereement.
Pa�e li
Two Parry Agreement Berween Ciry ojChula Vis1a and �oit Rea!Esiaie Services �
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E. Administration of Contract Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. The tenn of this Agreement begins on November 15, 2013 and will expire at
niidnight April 15, 2014 or npon City entering into a lease with a qualified tenant, whichever
occurs first The tenn may be extended for up to t���o additional 90 day periods upon mutua]
consent of the parties.
G. Statemeot of Costs. In the event that Consultant prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in do11ar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
H. Consultant is Real Estate Broker aud/or S�lesman. If the box on Exhibit A, Paragraph 15
is marked, tt�e Consultant and/or its principals is/are licensed with the State of California or
so�ne other state as a real estate broker or salesperson. OUierwise, Consultant represents that
neither Consultant, nor its principals are licensed real estate brokers or salespersons.
I. Notices. All notices, demands or requests provided for or penniried to be given purseant to
this Agreemen[ must be in �i�riting. All notices, demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
retum receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
J. Integration. This Aereement, together �vith any other written document referred to or
contemplated in it, embody the entire Agreement and understanding betti�een the parties
relating to tl�e subject matter hereo£ NeiYher Aus Agreenient nor any provision of it may be
amended, modified, waived or discharged except by an instrument in writing executed by the
party against which enforcement of sucl� amendment, waiver or discharge is sought.
K. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it l�as legal authority and capacity and direcrion from its principal to enter
into this Agreement, and that al] necessary resolutions or other actions have been taken_so as
to enable it to enter into this Agreement.
L. Governing Law/Venue. This Agreement shall Ue governed by and construed in accordance
v.�ith the laws of [he State of Califomia. fu�y action arising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of Califomia, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and perfomiance tmder it, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
Page 14
Two Part��Agreemen�Between City of Chu(a Vista and Voit Real Esto�e Seivims
14-18
Signature Page
to
Agreement bericeen
Cih' of Chuta Vista and
Voit Real Estate Serr-ices
To .
Pro��ideProfessional Real Estate Sen�ices
12�r WI7'NESS �'�'HEREOF, City and Consultant ha��e executed this Agreement,
indicatin� that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated: City of Chula V"ista
By:
Suzanne Brooks
Senior Procurement Specialist
Attest:
Donna Noms, City Clerk
Approved as to form:
Glen R. Gooeins, City Attomey
Dated: Voit Real Es te Services
Bv:
Chris V�'ood
A4anagng Director
Exhibit List to A�eement (� ) Exhibit A.
Paee 15
Two Perry Ayreement Benveen City of Chula Vista and Voit Re¢I Esta�e Services . ✓
14-19
Exhibit A
to
Agreement bet��•een
City of Chula Vista
and
Voit Real Estate Services
1. Effective Date of Agreement: I��o�ember 15, 2013
2. Ciry-Related Entity:
(X )City of Chula Vista, a municipal chartered corporation of the State of Califomia
3. Place of Business for Gity:
City of Chula Vista
276 Fourth A��enue
Clmla Vista, CA 91910
4. Consultant:
Voit Real Estate Services
5. Business Form of Consultuit:
( ) Sole Proprietorsliip
( ) Partnership
(X ) Corporation
6. Place of Business, Telephone a�id Fax Number of Consultant:
Voit Real Estate Services
4370 La Jolla Village Drive
Suite 990
San Diego, CA 92122
(858) 453-0505
(858) 4531981 Fa�c
7-. General Duties:
Provide Real Estate marketing services for two City owned properties
8. Scope of���ork and Schedule:
A. See Attached "Exclusive Listin�Agreement Lease Transaction Terms and Conditions"
attached hereto aud made a part l�ereof.
B. Date for Commencement of Consultant Services:
( X) Sa�ne as Effective Date of Agreement
D. Date for completion of all Consultant services: Execution of Lease(s) or termination of
Listing Aareement.
Pa�e 16
Two Parry Agreement Between City af Chu/a Vism and Voil Real Esta�e Sernices
14-20
9. Materials Required to be Supplied by Cit}�to Consultant:
?�'/A
10. Compensation:
In Accordance w�th the follo���in� Schedule of Commissions:
A. SALE
Commission Amount: Five percent of the 2ota1 sales price. In the event the marketing
team represents the Buyer also, the commission shall be four percent of the sales price.
Time of Pa��nent: The commission shall be paid in full at the time of the closine or
transfer of title to the property; except in the case of an installment purchase convact, in
which case the commission shall be paid in full at the time of the execution and delivery
of the installment purchase conhact betN�een Seller and Purchaser. "
Computation of Sales Price: The commission shall be computed in accordance with the
above rate based upon the total sales price, which shall include any morteages, loans or
other obligarions of Seller which may be assumed by Purchaser or�i�hich Purchaser takes
tide "subject to," an}�purchase money ]oans or mortgaees taken back by Seller, the sales
price of any fixtures or other personal property sold by separate agreement betu�een
Seller and Purchaser as part of the overall sales of the real property and current market
value of any other real or personal property�ansferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, Voit Real Estate Services ("VRES")
will be paid a commission at the above rate as and when amounts are payable for the
option (and for extensions thereo�. Upon closing of the sale, VRES will be paid a
conunission at the above rate on the total sales price (excluding any amount paid for the
option and applied to the sales price).
Deposit: In the event title does not close and the deposit is retained by Seller, ihe
commission to be paid VRES shall be either 1/2 of the amount of the deposit, or the
regular corrunission computed as set fonh above; whichever is less.
B. LEASE
Office/Commercial Property:
I. Gross Lease:
1�`Yeaz: 6%of the Rent �`" 1'ear: 4% of the Rent
�"a Year: 6% of the Rent 6�' through 10�' Yeaz: 3% of the Rent
3`d Year: �% of the Rent ll`h through 30`h Year 2% of the Rent
4`h Year 4% of the Rent Balance of the Term: 1%of the Rent
II. Net Lease:
1�` Year: 7% of the Rent �`h Yeaz: 5% of the Rent
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Two Party Agreement Between City ojChula Vista and Voit Real Estate Services
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2"a Year: 7% of the Rent 6`h Yhrough 10`h Year: 3-1/2 % of the Rent
3�d Year: 6% of the Rent 1]`"through 30t� Year 2-1/2%of the Rent
4`h Year �% of the Rent Balance of the Term: 1% of the Rent
VRES's fee for a month-to-month tenancy is one average month's rental with a minimum
fee of�1,0OO.OA This is a one-time fee.
CONDITIONS REG.4RD17�'G LEASES
Renewals Extensions; Exuansions: If a lease contains an option or other right to renew
or extend the term or to lease additional space, u�d if the lease is renewed or extended or
if a Tenairt leases additional space, whether or not strictly pursuant to flie option or right
contained in the lease, Landlord sUall pay to VRES, at the time of the renewal, extension
or lease of additiona] space, an additional coxrunission based on the ag�regate rental for
the renewal or ex[ension tenn, or for such additional space. In the case of a renewal or
extension; the corrunission shall be calculated at the above rates but at the percentage
]evel that would have applied if the renewal or extension period were in force at the rime
the original lease was made.
Cancellation Clauses: V"RES will be paid a cominission based upon the entire lease term
notwithstanding ury right of Landlord to cancel the lease. lf Tenant has a right to cancel
the lease after the terni has conunenced (and for reasons unrelated to casualty,
condemnation, default and the like), the commission will initially be based upon the
rental for the non-cancelable portion of the lease term plus the amount of any cancellation
payment payable by Tenant; if such right is not thereafter exercised, Landlord will
promptly pay VRES the balance of the conunission. A lease will be deemed canceled
only if Tenant ��acates the premises. If a ]ease is tei�ninated or amended and Tenant
remains under a new or different arrangement, VRES shall be paid the balance of its
conunission. ]f a cancellation payment includes the w�amortized commission, then
VRES ��ill be paid a full commission as if no rigHt of cancellation existed.
Comoutation of Commissions: Commissions shall be computed in accoidance ���ith the
above rates based upon the aggregate rental set forth in the lease, including rental
attributable fo rent increases (buf not tax or operating expense escalations) and to
additional space required to be ]eased by Tenant. If a rental concession is made by
Landlord allowing Tenant not to pay for rent for the initial months of the lease term, then
tlie commission shal] be calculated on the average renta] far the entire term with the first
year Ueing deemed to coinmence on the frst day of the lease term whether or not rent is
payable. If rental concessions are gra»ted in lieu of Landlord performing construction or
alteration w-ork and with respect to any other allowances or concessions ganted to
Tenant whether in the fonn of a credit against rent, construction, decoration ar otherwise,
there shall be no deduction from the ag,,vregate rent set forth in the lease.
Percentaee Leases: Lf there is a minimum rent, then the commission shall initially be
computed and paid based on the aggregate nunimuin rent set forth in the lease. If there is
no minimum rent, the commission shall initially be computed and paid as if the lease
Page 18
T�vo Parry�Agreement Uc�ween Ciry-of Chula Visla and Yait Reol Estate Services
14-22
contained a minimum ren[ equa] to 1/2 of the Landlord's asking price. In both of the
above cases, thereafrer, as and when percenta�e renta] shall become payable to Landlord,
VRES shall be deemed to have eamed a commission thereon calculated as if the
percentaQe rental had been hno�;�n at the commencement of the ]ease term. Sucb
additional commissions shall be paid to �"RES at the end of each yeaz during the lease
term for which percentage rent is payable. Gross receipts reports are due 60 days after
the end of[he lease yeaz and the additional fee is due��Rthin 30 days after billing.
Time of Pa�ment Commissions on leases shall be paid in full on the execution and
delivery of the lease ben��een Landlord and Tenant. Broker is hereby authorized to deduct
its commission pursuan[ to the foregoing schedule from funds held in its trust account;
the O�i�ner shall pay any differences in cash in accordance hereu�ith. In the case of a
lease cancellation, the commission shall be paid in full on the execution of the document
canceling or terminatin�the lease.
Purchase Ootion: If the lease contains an option or right to purchase, and if Tenant
purchases the property during the term of the ]ease, whether or not sh-ictly pursuant to the
option or_right, Landlord will pay to VRES, upon closing of the transaction, a sales
conmiission as provided in Section A of this Schedule. If the sale occurs during a period
of the lease term for which VRES has been paid a leasing commission, the portion of
V'RES's share of the leasing commission attributable to the unexpired portion of the term
�vill be credited aeainst the sales commission. VRES will not be required to make a
refund should the sales commission be less than the amourit of the credit.
Sale bv Landlord: In the event of a sale, conveyance or other disposition of all or any
ponion of Landlord's interest in the Property at �vhich the lease is made, Landlord shall
remain responsible to pay VRES the commissions due and/or which may become due
hereunder, unless Landlord shal] obtain from the grantee of its interest and deliver to
VRES an agreement, in form and substance and from a party acceptable to VRES,
whereby the �antee assumes Landlord's commission oblieations hereunder.
General: The term "lease" shall also be deemed to mean "sublease'' and the terms
"Landlord° and "Tenanr shall also be deemed to mean "Sub landlord" and "Subtenant",
as the case may be, together with the terms "Purchaser" and "Seller", shall be deemed to
include any subsidiaries; affiliates, successors and nominees of any of same.
All conditions set forth in this Section may be modified by Agreement of the Parties if
necessary to accommodate special condi[ions of a proposed Lease not anticipated herein.
11. �4aterials Reimbursement Arraneement
( X ) None; the compensation includes all cosu.
12. Contract Adininistrators:
City: Richard A. Ryals, Real Property Manager
Page 19
Twa P¢r•}�.9greement Between Ciry ojChu!a Vista and Voit Real Esra,e Services
14-23
Consultant: Tracy Clark
]3. Liquidated Dama�es Rate:
N/A
14. Statement of Economic Interests, Consultant Reporting Categories,per Conflict of Interest
Code(Chula Vista b4unicipal Code chapter 2.02):
O Not Applicable. I�'ot an FPPC Filer.
( ) FPPC Filer
O Category No. 1. Investments, sources of income and business interests.
O Cate�ory No. 2. L�terests in real property.
O Category I�'o. 3. Invesanents, business positions, interests in real property, and
sources of income subjec[ to the regulatory, permit or licensing authority of the
deparhnent administering this Aa eement.
O Category No. 4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of
real property.
O Category 1�'0. 5. lnvestments and business positions in Uusiness entities and sources
of income that, widiin tUe past two years, have contracted with the City of Clmla
Vista or the City's Redevelopmeiit Agency to provide services, supplies, materials,
machinery or equipment.
O Category I�'o. 6. Investments and business positions in Uusiness entities and sources of
income that, w�ithin the past h��o years, have contracted with the department
administerin2 this A�reement to provide seroices, supplies, materials, machinery or
equipment.
� O List Consultant Associates interests in rea] property within 2 radial u�iles ofProject
Property, i f any:
Page 20
Two Parry Agreement Between Ciq�of Chu/a Vism and Voii Real Esmte Services �
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1�. O Consultant is Real Estate Broker and/or Salesman
lb. Permitted Subconsultants:
I�TOne
17. Bill Processing:
A. Consultant's billina to be submitted for tt�e following period of time:
( ) Monthly
( ) Quarterly
(X )Other: Per Contract
B. Day of the Period for submission of Consultant's Billing: -
N/A
C. City's .Account Number. [TO BE ASSIGNED]
1S. Security for Performance
N/A
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Two PartyAgreemen�Beiweo� City ojChula Vista and Voi1 Re¢!Es�ate Services
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