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HomeMy WebLinkAboutAgreement A-23-370 with Colliers International.pdf DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA Agreement No. 23-370 RIGHT TO REPRESENT OWNER FOR SALE OR LEASE OF REAL PROPERTY (Non-Residential) 1. BASIC PROVISIONS("BASIC PROVISIONS"). i.1 Parties:This agency Agreement("Agreement"),dated for reference purposes only September 27,2022,is made by and between Countyof Fresno,whose address is 333 Pontiac Way,Clovis,CA 93612,telephone number(559)600-6200/ (559)600-5847,email chjones@fresnocountyca.gov("Owner"),and Colliers Tingey International,Inc.,dba Colliers International,whose address is 7485 N. Palm Avenue,Suite 110,Fresno,CA 93711,telephone number(559)221-1271,Fax No.(559)222-8744,("Agent"). 1..2 Property/Premises:The real property,or a portion thereof,which is the subject of this Agreement is commonly known as(street address,city,state,zip)445 S.Cedar Avenue,Fresno,CA 93702(APN#461-020-03T),located in the County of Fresno,and generally described as(describe briefly the nature of the property):Approximately 29.59 acres of improved land with multiple buildings/structures of various sizes("Property").(See also Paragraph 3). 1.3 Term of Agreement: The term of this Agreement shall commence on execution and expire at 5:00 p.m.on December 31,2024,except as it may be extended("Term").(See also paragraph 4) 1.4 Transaction: The nature of the transaction concerning the Property for which Agent is employed ("Transaction")is: (a) A sale for the following sale price and terms:$6,000,000 minimum opening bid price,all cash or terms and condition acceptable to Owner,using Owner's form of purchase sale agreement. 2. SCOPE OF SERVICES. 2.1. Owner hereby contracts with Agent so that Agent may serve as Owner's agent to market the Property for Owner in the Transaction and to find buyers("Buyers")for the Property.Agent shall use reasonably diligent efforts to find such buyers.The sale shall be conducted in accordance with Government Code section 25520 et.seq.,including the adoption by the Owner's Board of Supervisors of a resolution declaring its intention to sell the property,posting and publication of that notice of the adoption of the resolution,and examination at a fixed time,at least 3 weeks following adoption of the resolution,of all sealed proposals received,as well as any oral bids to determine the highest bid made by a responsible bidder,and which conforms to all terms and conditions.The County's present intention for starting that public bid process,by adoption of the resolution of the Board of Supervisors declaring its intention to sell the property,is estimated to be July 18,2023,and the Director of the Internal Services Department of the County may extend that time by notice to Agent. 2.2 Owner shall promptly disclose and refer to Agent all written or oral inquiries or contacts received by Owner from any source regarding a possible Transaction. 2.3 Owner authorizes Agent to: (a) Place advertising signs on the Property; (b) Place a lock box on the Property if vacant; (c) Show the Property to potential buyers;and (d) Distribute information regarding the Property to participants in THE MULTIPLE("MULTIPLE")of the AIR CRE("AIR")and/or any other appropriate local commercial multiple listing service,to other brokers,and to potential buyers or lessees of the Property. Owner shall identify as"confidential"any information provided to Agent that Owner considers confidential and does not want disclosed.All other information provided by Owner may be disclosed as Agent may deem appropriate or necessary.After consummation of a Transaction,Agent may publicize the terms of such Transaction. 2.4 Agent shall comply with the Rules of Professional Conduct of the AIR,if a member or if not,the Rules of Professional Conduct of the Society of Industrial and Office Realtors,all rulesand regulationsof the California Departmentof Real Estate,all applicable laws and regulations governing real estate,including,but not limited to,Business and Professions Code§ 10000,et.seq.,and shall submit the Property to the MULTIPLE. Agent shall cooperate with participants in the MULTIPLE and may,at Agent's election,cooperate with other real estate brokers(collectively"Cooperating Broker"). 2.5 If a Cooperating Broker finds a buyer,then Agent shall act as agent for Owner only,the Cooperating Broker shall act as agent for the buyer or lessee only,and the Cooperating Broker shall not be Owner's agent,even though the Cooperating Broker may share in the commission paid by Owner to Agent.A Cooperating Broker shall not be an agent or subagent of Owner or Agent. 2.6 Owner agrees that Agent may,during the ordinary and normal course of marketing the Property,respond to inquiries on the Property by showing and providing information on the Property,as well as on other competing properties,to prospective buyers and lessees.Owner understands that Agent may also represent other lessors/sellers with competing properties. 2.7 The marketing package shall be jointly developed by Owner and Agent,and shall be approved in writing by Owner before marketing efforts begin. 2.8 The parties agree that Agent shall only assist with activities associated with marketing and showing the Property to potential buyers,and shall not participate in any decision-making regarding the potential Transaction. 3. PROPERTY. 3.1. The term"Property"shall include all of the following which are currently located on the Property and owned by Owner:permanent improvements,electrical distribution systems(power panels,buss ducting,conduits,disconnects, lighting fixtures),telephone distribution systems(lines,jacks and connections),space heaters,air conditioning equipment,air lines,carpets,window coverings,wall coverings,partitions,doors,suspended ceilings,built-ins such as cabinets,and to the extent owned by Owner,oil and mineral rights,leases and other agreements which will continue in effect after Owner's transfer of title to the Property. 3.2 Within fifteen business days after the commencement of the Term hereof,Owner shall provide Agent with the following: (a) A duly completed and fully executed Property Information Sheet on the most current form published by the AIR; (b) Copies of all leases,subleases,rental agreements,option rights,rights of first refusal,rights of first offer, or other documents containing any other limitations on Owner's right,ability and capacity to consummate a Transaction,and DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA (c) If available to Owner,copies of building plans,and if the Transaction is a sale,title reports,boundary surveys,and existing notes and trust deeds which will continue to affect the Property after consummation of a sale. 3.3 Agent shall have no responsibility for maintenance,repair,replacement,operation,or security of the Property,all of which shall be Owner's sole responsibility. 3.4 EXTENSION OF TERM.If the Transaction is not consummated for any reason after Owner accepts an offer to purchase the Property("Sale Agreement"),then the expiration date of the Term of this Agreement shall be extended by the number of days that elapsed between the date Owner entered into the Sale Agreement and the later of the date on which the Sale Agreement is terminated or the date Owner is able to convey title to a new buyer free and clear of any claims by the prior buyer of the Property;provided,however,in no event shall the Term be so extended beyond one year from the date the Term would have otherwise expired. 4. COMMISSION. 4.1 Owner shall pay Agent a commission in the amount of$120,000 flat fee to Seller's/Owner's Broker("Agreed Commission"),for a Transaction,whether such Transaction is consummated as a result of the efforts of Agent,Owner,or some other person or entity. 4.2 If the Transaction is a sale,the purchase agreement and/or escrow instructions to be entered into by and between Owner and a buyer of the Property shall provide that: (a) Owner irrevocably instructs the escrow holder to pay from Owner's proceeds accruing to the account of Owner at the close of escrow the Agreed Commission to Agent; (b) A contingency to the consummation of the sale shall be the payment of the Agreed Commission to Agent at or prior to close of the escrow;and (c) No change shall be made by Owner or buyer with respect to the time of,amount of,or the conditions to payment of the Agreed Commission,without Agent's written consent. 4.3 If the Term expires and the Transaction is not consummated,then Agent shall not be entitled to any portion of the Agreed Commission. S. OWNER'S REPRESENTATIONS. Owner represents and warrants that: (a) Each person executing this Agreement on behalf of Owner has the full right,power and authority to execute this Agreement as or on behalf of Owner; (b) Owner owns the Property and/or has the full right,power and authority to execute this Agreement and to consummate a Transaction as provided herein,and to perform Owner's obligations hereunder; (c) Neither Owner nor the Property is the subject of a bankruptcy,insolvency,probate or conservatorship proceeding; (d) Owner has no notice or knowledge that any lessee or sublessee of the Property,if any,is the subject of a bankruptcy or insolvency proceeding; (e) There are no effective,valid or enforceable option rights,or rights of first refusal on the Property. (fl That as of the date of this Agreement the asking sales price is not less than the total of all monetary encumbrances on the Property. 6. OWNER'S ACKNOWLEDGMENTS. Owner acknowledges that it has been advised by Agent to consult and retain experts to advise and represent it concerning the legal and tax effects of this Agreement and consummation of a Transaction or Alternative Transaction,as well as the condition and/or legality of the Property,including,but not limited to,the Property's improvements,equipment,soil,tenancies,title and environmental aspects.Agent shall have no obligation to investigate any such matters unless expressly otherwise agreed to in writing by Owner and Agent.Owner further acknowledges that in determining the financial soundness of any prospective buyer,or security offered,Owner will rely solely upon Owner's own investigation,notwithstanding Agent's assistance in gathering such information. 7. Insurance.Agent shall comply with the insurance requirements in Exhibit A. 8. MISCELLANEOUS. 8A This Agreement shall not be construed either for or against Owner or Agent, but shall be interpreted, construed and enforced in accordance with the mutual intent of the parties ascertainable from the language of this Agreement. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding. 8.2 All payments by Owner to Agent shall be made in lawful United States currency. 8.3 Agent agrees to indemnify,save,hold harmless,and at Owner's request,defend the Owner,its officers,agents, and employees from any and all costs and expenses(including attorney's fees and costs),penalties,fines, damages,liabilities,claims,and losses occurring or resulting to Owner in connection with the performance,or failure to perform,by Agent,its officers,agents,or employees under this Agreement,and from any and all costs and expenses(including attorney's fees and costs),penalties,fines,damages,liabilities,claims,and losses occurring or resulting to any person,firm,or corporation who may be injured or damaged by the performance, or failure to perform,of Agent,its officers,agents,or employees under this Agreement. 8.4 The provisions of Section 8.3 shall survive the termination or expiration of this Agreement. 9. LITIGATION REGARDING THE PROPERTY.Agent expressly acknowledges and agrees that it has been advised of the existence of litigation regarding the Property,CMG Construction v.City of Fresno,Superior Court Case 22CECG00271,and the possible impact of that litigation on the sale of the Property. 10. Disclosures Regarding The Nature of a Real Estate Agency Relationship. When entering into an agreement with a real estate agent an Owner should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. (i) Owner's Agent.An Owner's agent may act as an agent for the Owner only.An Owner's agent or subagent has the following affirmative obligations:To the Owner:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings.To a potential buyer/lessee and the Owner:a.Diligent exercise of reasonable skills and care in performance of the agent's duties.b.A duty of honest and fair dealing and good faith.c.A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the Parties.An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Agent Representing Both Parties.Areal estate agent,either acting directly or through one or more associate DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA licenses,can legally be the agent of both Parties in a transaction,but only with the knowledge and consent of the Parties.In a dual agency situation,the agent has the following affirmative obligations to both Parties:a.A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either Party.b.Other duties to the Owner as stated above in subparagraph(i).When representing both Parties,an agent may not without the express permission of the respective Party,disclose to the other Party that the Owner will accept rent/purchase price in an amount less than that indicated in the listing or that the buyer/lessee is willing to pay a higher rent/purchase price than that offered. The above duties of the Agent do not relieve Owner from the responsibility to protect its own interests.Owner should carefully read all agreements to assure that they adequately express its understanding of the transaction. Date: 7/18/23 Date:6/27/2023 OWNER AGENT County of Fresno Colliers Tingey International,Inc.,dba Colliers International • E05,91" cuftmd by: Do-Signed by: D—Signed by: By: a1�P AJII, Staff Name rinte :S Quin ro 7ANt6d b4AP� f19�Ar4V,5E6tt BuchanA'A dddd, Title: it n h and of Supervisors of the County Michael Scowof Fresno Schuh Title:Sen 'eefflrlNgrits/Principals Broker DRE License#:00452468 ATTEST: Agent DRE License#:01269167,01389446,01912244,01195311 Bernice E.Seidel Address:7485 N.Palm Avenue,Suite 110,Fresno,CA 93711 Clerk of the Board of Supervisors Phone:(559)221-1271 County of Fresno,State of California Fax:(559)222-8744 Email:beau.plumlee@colliers.com, By: &�l scott.buchanan@colliers.com,brett.todd@colliers.com, 4it,Ak2 . michael.schuh@colliers.com Deputy Broker: By:EDoc'uSIQ'e/d by: I ' AZI Scl,�.u�, michaeilsohuhF' Senior Vice President/Principal/Broker CA DRE#01195311/00452468 As an independently owned and operated member of Colliers International,Colliers Tingey International,Inc.is solely responsible for its obligations and any liability arising from this agreement DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA N fag . oaf° gay 91 16 d tamp PARCEL MAP G7 C O d m 0 Z 0 Z v m o 2O m m rnm " '" m co z „ � 5 :Do m m O© W o 'yy T y T r y y a a y R G C G G G m p V O` Q r N IT leI N L L_1L-1 L-_J_L L JIsmLJLJ N J V S. CEDAR w ___ _ __ _ _ 133251 AVE. N.CEDAR AVE. 1/>�. 3 �IW' BO' 39G.71' - 1w l 125'r 8.2T--189.1) 19759' 24476' rjJ I �sw ua� 7.5. Q N y S.ARCHIE AVE.J>� E F m SITE hi r z -5 fit) °„ O r T ' ` m n' m ti N o - G7 E)rr S. BO YD AVE. Z = ZO n y _ ^ --,- •C. N.POWELL AVE. O n Z r P 2 m r h m o� — Ro S. CHANCE AVE. a u, R Izreo.i. AVE. 9 4 m m m na G <. �I w co C.) y X lip C c4 � O ti O 0— J rio O ` A O1 , �O O N DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA m -Q 6 a 0 This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land,and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any,the Company does not insure dimensions,distances, location of easements,acreage or other matters shown thereon. DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) When you enter into a discussion with a real estate agent regarding a real estate transaction,you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only.A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller:A fiduciary duty of utmost care,integrity,honesty and loyalty in dealings with the Seller.To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can,with a Buyer's consent,agree to act as agent for the Buyer only.In these situations,the agent is not the Seller's agent,even if by agreement the agent may receive compensation for services rendered,either in full or in part from the Seller.An agent acting only for a Buyer has the following affirmative obligations: To the Buyer:A fiduciary duty of utmost care,integrity,honesty and loyalty in dealings with the Buyer.To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent,either acting directly or through one or more salesperson and broker associates,can legally be the agent of both the Seller and the Buyer in a transaction,but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation,the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer,a dual agent may not,without the express permission of the respective party, disclose to the other party confidential information,including,but not limited to,facts relating to either the Buyer's or Seller's financial position,motivations,bargaining position,or other personal information that may impact price,including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent.Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role.The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests.You should carefully read all agreements to assure that they adequately express your understanding of the transaction.A real estate agent is a person qualified to advise about real estate.If legal or tax advice is desired,consult a competent professional.If you are a Buyer,you have the duty to exercise reasonable care to protect yourself,including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form,depending upon the number of agents assisting in the transaction.The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form.You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24,inclusive,of the Civil Code set forth on page 2.Read it carefully.I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK(OR A SEPARATE PAGE). DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA Buyer Seller Lessor Lessee Date: Buyer Seller Lessor Lessee Date: Agent_Colliers Tingey International,Inc.,dba Colliers International DIRE Lic.#:00452468_ DocuSigned by: By eiA. PI i. Date: 6/26/2023 LhRe,..CA DRE#01269167 DocuuSigned byl: B fb Date: 6/27/2023 7 a�an,CA DRE#01389446 B :�`'e� ' ' Date: 6/26/2023 g'� ;�A DRE#01912244 J IVU�Igt� S y Date: 6/27/2023 e 6s ,CA DRE#01195311 DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2O79.24(2079.16 APPEARS ON THE FRONT) 2079.13.As used in Sections 2079.7 and 2079.14 to 2079.24,inclusive,the following terms have the following meanings: (a) "Agent" means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained.The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal,or to any buyer or seller who is not a principal,in a real property transaction,that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions.(b)"Buyer"means a transferee in a real property transaction,and includes a person who executes an offer to purchase real property from a seller through an agent,or who seeks the services of an agent in more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction. "Buyer' includes vendee or lessee of real property. (c) "Commercial real property'means all real property in the state,except(1)single-family residential real property,(2)dwelling units made subject to Chapter 2(commencing with Section 1940)of Title 5,(3)a mobile home,as defined in Section 798.3,(4)vacant land,or(5)a recreational vehicle,as defined in Section 799.29.(d)"Dual agent"means an agent acting,either directly or through a salesperson or broker associate,as agent for both the seller and the buyer in a real property transaction. (e) "Listing agreement"means a written contract between a seller of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer,including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation.(g)"Listing price"is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent.(h)"Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (1)"Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller.(j)"Real property"means any estate specified by subdivision(1)or(2)of Section 761 in property,and includes(1)single-family residential property,(2)multi-unit residential property with more than four dwelling units,(3)commercial real property,(4)vacant land,(5)a ground lease coupled with improvements,or(6)a manufactured home as defined in Section 18007 of the Health and Safety Code,or a mobile home as defined in Section 18008 of the Health and Safety Code,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code.(k) "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer,seller,or both a buyer and seller to act in that transaction,and includes a listing or an offer to purchase. (1)"Sell,""sale,"or"sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of a leasehold exceeding one year's duration.(m)"Seller'means the transferor in a real property transaction and includes an owner who lists real property with an agent,whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another."Seller'includes both a vendor and a lessor of real property.(n)"Buyer's agent"means an agent who represents a buyer in a real property transaction. 2079.14.A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16,and shall obtain a signed acknowledgment of receipt from that seller and buyer,except as provided in Section 2079.15,as follows:(a)The seller's agent,if any,shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase.If the offer to purchase is not prepared by the buyer's agent,the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. 2079.15.In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14,the agent shall set forth,sign,and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17(a)As soon as practicable,the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b)As soon as practicable,the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent,or as a dual agent representing both the buyer and seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. (C)CONFIRMATION:The following agency relationships are confirmed for this transaction. Seller's Brokerage Firm DO NOT COMPLETE,SAMPLE ONLY License Number Is the broker of(check one):D the seller;or D both the buyer and seller.(dual agent) Seller's Agent DO NOT COMPLETE,SAMPLE ONLY License Number Is(check one):D the Seller's Agent.(salesperson or broker associate);or D both the Buyer's Agent and the Seller's Agent.(dual agent)Buyer's Brokerage Firm DO NOT COMPLETE,SAMPLE ONLY License Number Is the broker of(check one):D the buyer;or D both the buyer and seller.(dual agent) Buyer's Agent DO NOT COMPLETE,SAMPLE ONLY License Number Is(check one):D the Buyer's Agent.(salesperson or broker associate);or❑ both the Buyer's Agent and the Seller's Agent.(dual agent) DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA (d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14.An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18(Repealed pursuant to AB-1289,2017-18 California Legislative session) 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer.A listing agent and a selling agent may agree to share any compensation or commission paid,or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction,and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting,as a condition of the agent's employment,a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21(a)A dual agent may not,without the express permission of the seller,disclose to the buyer any confidential information obtained from the seller.(b)A dual agent may not,without the express permission of the buyer,disclose to the seller any confidential information obtained from the buyer.(c)"Confidential information'means facts relating to the client's financial position,motivations,bargaining position,or other personal information that may impact price,such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered.(d)This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent.If a seller or buyer in a transaction chooses to not be represented by an agent,that does not,of itself,make that agent a dual agent. 2079.23(a)A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship.(b)A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part,including validating the sales price,shall not require,as a condition of receiving the lender's approval of the transaction,the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company.Any clause,provision, covenant,or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy,void,and unenforceable. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees,subagents,and employees or to relieve agents and their associate licensees, subagents,and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA Exhibit A-Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars($2,000,000)per occurrence and an annual aggregate of Four Million Dollars ($4,000,000).This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury.The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees,and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability.Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000)per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C) Workers Compensation.Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Employer's Liability.Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000)per occurrence for bodily injury and for disease. (E) Professional Liability. Professional liability insurance with limits of not less than One Million Dollars ($1,000,000)per occurrence and an annual aggregate of One Million Dollars($1,000,000). If this is a claims-made policy,then(1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than one year after completion of services under this Agreement; and (3)if the policy is canceled or not renewed,and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of one year after completion of services under this Agreement. 2. Additional Requirements (A) Verification of Coverage.Within 30 days after the Contractor signs this Agreement,and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office,the Contractor shall deliver,or cause its broker or producer to deliver,to the County Risk Manager,at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1)the insurance coverage has been obtained and is in full force; (2)the County, its officers, agents, employees,and volunteers are not responsible for any premiums on the policy; and (3)the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state,and include an endorsement,that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively,are additional insureds insofar as the operations under this Agreement are concerned.The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance,or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The professional liability insurance certificate, if it is a claims-made policy, must also state the retroactive date of the policy,which must be prior to the date on which services began under this Agreement. (v) to information or data)that is in the care, custody, or control of the Contractor. (B) Acceptability of Insurers.All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A:VII. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement,the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the DocuSign Envelope ID:2EED918F-A7B8-4933-94D3-E8DC5B2364EA County,written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium,the Contractor shall,or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy,the Contractor shall,or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change.The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both,than what is required under this Agreement,then the County requires and is entitled to the broader coverage, higher limits,or both.To that end,the Contractor shall deliver,or cause its broker or producer to deliver,to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation.The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement.The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement,the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure,or purchase such insurance coverage, and charge the cost of that coverage to the Contractor.The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. (G) Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement.This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors.