HomeMy WebLinkAboutP-25-508 Cushman Wakefield.pdf P-25-508
1 SERVICE AGREEMENT
2 This Service Agreement("Agreement") is dated A and is between
3 Cushman and Wakefield, U.S. Inc. ("Contractor"), and the County of Fresno, a political
4 subdivision of the State of California ("County").
5 Recitals
6 A. The County has a need for specialized real estate consultancy services to support
7 County real property objectives that the County may act upon from time to time.
8 B. The County represents that the specialized real estate consultancy services that the
9 County will request of the Contractor under this Agreement are not being, and will not then be,
10 performed by County employees.
11 C. The County may have a need, from time to time, for brokerage representation in the
12 disposition or lease of County real property, and if it does have such a need, the Parties may
13 amend this Agreement, subject to approval of the Board of Supervisor("Board") on behalf of the
14 County, to additionally set forth the terms and conditions of Contractor's brokerage
15 representation of the County, and related compensation payable to Contractor, in such matter or
16 matters.
17 The parties therefore agree as follows:
18 Article 1
19 Contractor's Services
20 1.1 Scope of Services. The Contractor shall perform all of the services to be provided in
21 Exhibit A to this Agreement, titled "Scope of Services."
22 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
23 able to perform all of the specialized real estate consultancy services to be provided under this
24 Agreement to assist the County with achieving its real property objectives.
25 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
26 applicable federal, state, and local laws and regulations in the performance of its obligations
27 under this Agreement, including but not limited to workers compensation, labor, and
28 confidentiality laws and regulations.
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1 1.4 Contractor's Key Personnel. The County hereby engages the Contractor as an
2 independent contractor through the services of the following key person(s): Tony Cortopassi,
3 Managing Director. The Consultant may not replace the aforementioned key person(s)without
4 the prior, express, written approval of the County's Chief Operating Officer and/or their
5 designees. In case of death, illness or other incapacity, or departure of any of the foregoing key
6 person(s), the Consultant shall provide a replacement of at least equal professional ability and
7 experience as the key person(s) replaced, and such replacement person shall be acceptable to
8 the County's Chief Operating Officer and/or their designees.
9 Article 2
10 County's Responsibilities
11 2.1 The County shall provide a County representative to represent the County, who will
12 work with the Contractor as the Contractor performs its services under this Agreement. The
13 County Representative will be the County's Chief Operating Officer and/or their designees.
14 Article 3
15 Compensation, Invoices, and Payments
16 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
17 the performance of its services under this Agreement as described in Exhibit B to this
18 Agreement, titled "Compensation."
19 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
20 under this Agreement is $200,000. The Contractor acknowledges that the County is a local
21 government entity, and does so with notice that the County's powers are limited by the
22 California Constitution and by State law, and with notice that the Contractor may receive
23 compensation under this Agreement only for services performed according to the terms of this
24 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
25 under this section. The Contractor further acknowledges that County employees have no
26 authority to pay the Contractor except as expressly provided in this Agreement.
27 3.3 Invoices. The Contractor shall submit monthly invoices to County of Fresno
28 Administration Office, Chief Operating Officer, 2281 Tulare Street, Fresno, CA 93720 or by
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1 email at: ehill(a-)_fresnocountyca.gov. The Contractor shall submit each invoice within 60 days
2 after the month in which the Contractor performs services and in any case within 60 days after
3 the end of the term or termination of this Agreement.
4 3.4 Payment. The County shall pay each correctly completed and timely submitted
5 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
6 address specified in the invoice.
7 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
8 expenses that are not specified as payable by the County under this Agreement.
9 Article 4
10 Term of Agreement
11 4.1 Term. This Agreement is effective on September 15, 2025, and terminates on
12 September 15, 2026, except as provided in section 4.2, "Extension," or Article 6, "Termination
13 and Suspension," below.
14 Article 5
15 Notices
16 5.1 Contact Information. The persons and their addresses having authority to give and
17 receive notices provided for or permitted under this Agreement include the following:
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For the County:
19 Chief Operating Officer
County of Fresno
20 2281 Tulare Street
Fresno, CA 93720
21 CAO(o)_fresnocountyca.gov
22 For the Contractor:
Managing Director
23 Tony Cortopassi
Cushman &Wakefield
24 9 E River Park PI E, Suite 101
Fresno, CA 93720
25 tony.corto pass i(cDcushwake.com
26 5.2 Change of Contact Information. Either party may change the information in section
27 5.1 by giving notice as provided in section 5.3.
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1 5.3 Method of Delivery. Each notice between the County and the Contractor provided
2 for or permitted under this Agreement must be in writing, state that it is a notice provided under
3 this Agreement, and be delivered either by personal service, by first-class United States mail, by
4 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
5 Document Format(PDF) document attached to an email.
6 (A) A notice delivered by personal service is effective upon service to the recipient.
7 (B) A notice delivered by first-class United States mail is effective three County
8 business days after deposit in the United States mail, postage prepaid, addressed to the
9 recipient.
10 (C)A notice delivered by an overnight commercial courier service is effective one
11 County business day after deposit with the overnight commercial courier service,
12 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
13 the recipient.
14 (D)A notice delivered by telephonic facsimile transmission or by PDF document
15 attached to an email is effective when transmission to the recipient is completed (but, if
16 such transmission is completed outside of County business hours, then such delivery is
17 deemed to be effective at the next beginning of a County business day), provided that
18 the sender maintains a machine record of the completed transmission.
19 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
20 nothing in this Agreement establishes, waives, or modifies any claims presentation
21 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
22 of Title 1 of the Government Code, beginning with section 810).
23 Article 6
24 Termination and Suspension
25 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
26 contingent on the approval of funds by the appropriating government agency. If sufficient funds
27 are not allocated, then the County, upon at least 30 days' advance written notice to the
28 Contractor, may:
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1 (A) Modify the services provided by the Contractor under this Agreement; or
2 (B) Terminate this Agreement.
3 6.2 Termination for Breach.
4 (A) Upon determining that a breach (as defined in paragraph (C) below) has
5 occurred, the County may give written notice of the breach to the Contractor. The written
6 notice may suspend performance under this Agreement, and must provide at least 30
7 days for the Contractor to cure the breach.
8 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
9 time stated in the written notice, the County may terminate this Agreement immediately.
10 (C) For purposes of this section, a breach occurs when, in the determination of the
11 County, the Contractor has:
12 (1) Obtained or used funds illegally or improperly;
13 (2) Failed to comply with any part of this Agreement;
14 (3) Submitted a substantially incorrect or incomplete report to the County; or
15 (4) Improperly performed any of its obligations under this Agreement.
16 6.3 Termination without Cause. In circumstances other than those set forth above, the
17 County may terminate this Agreement by giving at least 30 days advance written notice to the
18 Contractor.
19 6.4 No Penalty or Further Obligation.Any termination of this Agreement by the County
20 under this Article 6 is without penalty to or further obligation of the County.
21 6.5 County's Rights upon Termination. Upon termination for breach under this Article
22 6, the County may demand repayment by the Contractor of any monies disbursed to the
23 Contractor under this Agreement that, in the County's sole judgment, were not expended in
24 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
25 demand. This section survives the termination of this Agreement.
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1 Article 7
2 Independent Contractor
3 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
6 venturer, partner, or associate of the County.
7 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 7.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the County.
18 Article 8
19 Indemnity and Defense
20 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
21 County (including its officers, agents, employees, and volunteers) against all claims, demands,
22 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
23 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
24 the performance or failure to perform by the Contractor (or any of its officers, agents,
25 subcontractors, or employees) under this Agreement. The County may conduct or participate in
26 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
27 defend the County.
28 8.2 Survival. This Article 8 survives the termination of this Agreement.
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1 Article 9
2 Insurance
3 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
4 Agreement.
5 Article 10
6 Inspections, Audits, and Public Records
7 10.1 Inspection of Documents. The Contractor shall make available to the County, and
8 the County may examine at any time during business hours and as often as the County deems
9 necessary, all of the Contractor's records and data with respect to the matters covered by this
10 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
11 request by the County, permit the County to audit and inspect all of such records and data to
12 ensure the Contractor's compliance with the terms of this Agreement.
13 10.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement.
18 10.3 Public Records. The County is not limited in any manner with respect to its public
19 disclosure of this Agreement or any record or data that the Contractor may provide to the
20 County. The County's public disclosure of this Agreement or any record or data that the
21 Contractor may provide to the County may include but is not limited to the following:
22 (A) The County may voluntarily, or upon request by any member of the public or
23 governmental agency, disclose this Agreement to the public or such governmental
24 agency.
25 (B) The County may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose to the public or such governmental agency any record or
27 data that the Contractor may provide to the County, unless such disclosure is prohibited
28 by court order.
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1 (C)This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure under the Ralph M. Brown Act(California
3 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
4 (D)This Agreement, and any record or data that the Contractor may provide to the
5 County, is subject to public disclosure as a public record under the California Public
6 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
7 with section 6250) ("CPRA").
8 (E) This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure as information concerning the conduct of the
10 people's business of the State of California under California Constitution, Article 1,
11 section 3, subdivision (b).
12 (F) Any marking of confidentiality or restricted access upon or otherwise made with
13 respect to any record or data that the Contractor may provide to the County shall be
14 disregarded and have no effect on the County's right or duty to disclose to the public or
15 governmental agency any such record or data.
16 10.4 Public Records Act Requests. If the County receives a written or oral request
17 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
18 and which the County has a right, under any provision of this Agreement or applicable law, to
19 possess or control, then the County may demand, in writing,.that the Contractor deliver to the
20 County, for purposes of public disclosure, the requested records that may be in the possession
21 or control of the Contractor. Within five business days after the County's demand, the
22 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
23 possession or control, together with a written statement that the Contractor, after conducting a
24 diligent search, has produced all requested records that are in the Contractor's possession or
25 control, or (b) provide to the County a written statement that the Contractor, after conducting a
26 diligent search, does not possess or control any of the requested records. The Contractor shall
27 cooperate with the County with respect to any County demand for such records. If the
28 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
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1 CPRA or other applicable law, it must deliver the record or data to the County and assert the
2 exemption by citation to specific legal authority within the written statement that it provides to
3 the County under this section. The Contractor's assertion of any exemption from disclosure is
4 not binding on the County, but the County will give at least 10 days' advance written notice to
5 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
6 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
7 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
8 failure to produce any such records, or failure to cooperate with the County with respect to any
9 County demand for any such records.
10 Article 11
11 Disclosure of Self-Dealing Transactions
12 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
13 or changes its status to operate as a corporation.
14 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
15 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
16 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
17 the County before commencing the transaction or immediately after.
18 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
19 a party and in which one or more of its directors, as an individual, has a material financial
20 interest.
21 Article 12
22 General Terms
23 12.1 Modification. Except as provided in Article 6, "Termination and Suspension,"this
24 Agreement may not be modified, and no waiver is effective, except by written agreement signed
25 by both parties. The Contractor acknowledges that County employees have no authority to
26 modify this Agreement except as expressly provided in this Agreement.
27 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
28 under this Agreement without the prior written consent of the other party.
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1 12.3 Governing Law. The laws of the State of California govern all matters arising from
2 or related to this Agreement.
3 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
4 County, California. Contractor consents to California jurisdiction for actions arising from or
5 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
6 brought and maintained in Fresno County.
7 12.5 Construction. The final form of this Agreement is the result of the parties' combined
8 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
9 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
10 against either party.
11 12.6 Days. Unless otherwise specified, "days" means calendar days.
12 12.7 Headings. The headings and section titles in this Agreement are for convenience
13 only and are not part of this Agreement.
14 12.8 Severability. If anything in this Agreement is found by a court of competent
15 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
16 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
17 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
18 intent.
19 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
20 not unlawfully discriminate against any employee or applicant for employment, or recipient of
21 services, because of race, religious creed, color, national origin, ancestry, physical disability,
22 mental disability, medical condition, genetic information, marital status, sex, gender, gender
23 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
24 all applicable State of California and federal statutes and regulation.
25 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
26 of the Contractor under this Agreement on any one or more occasions is not a waiver of
27 performance of any continuing or other obligation of the Contractor and does not prohibit
28 enforcement by the County of any obligation on any other occasion.
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1 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
2 between the Contractor and the County with respect to the subject matter of this Agreement,
3 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature unless those things are expressly included in
5 this Agreement. If there is any inconsistency between the terms of this Agreement without its
6 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
7 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
8 exhibits.
9 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
10 create any rights or obligations for any person or entity except for the parties.
11 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
12 (A) The Contractor is duly authorized and empowered to sign and perform its
13 obligations under this Agreement.
14 (B) The individual signing this Agreement on behalf of the Contractor is duly
15 authorized to do so and his or her signature on this Agreement legally binds the
16 Contractor to the terms of this Agreement.
17 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
18 electronic signature as provided in this section.
19 (A) An "electronic signature" means any symbol or process intended by an individual
20 signing this Agreement to represent their signature, including but not limited to (1) a
21 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
22 electronically scanned and transmitted (for example by PDF document) version of an
23 original handwritten signature.
24 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
25 equivalent to a valid original handwritten signature of the person signing this Agreement
26 for all purposes, including but not limited to evidentiary proof in any administrative or
27 judicial proceeding, and (2) has the same force and effect as the valid original
28 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
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CUSHMAN &WAKEFIELD, U.S. INC. COUNTY OF FRESNO
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5 Cori English, Managing Principal Paul Nerland, County Administrative Officer
6 Sep 9,2025
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For accounting use only:
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Org No.:
9 Account No.:
Fund No.:
10 Subclass No.:
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P-25-508
Exhibit A
1 Scope of Services
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3 1. Objectives
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Short-Term Objective: This Agreement engages the Contractor to deliver real estate
5 consultancy services to designated County personnel identified by the County's Representative,
with the aim of assisting such County personnel in all aspects of the effective management of
6 County-owned real property, and in the County's possible acquisition or leasing of non-County
7 real property.
8 Long-Term Objective: This Agreement engages the Contractor to provide specialized real
estate consultancy services to the County, in support of its real estate planning, acquisition,
9 leasing (as lessee), and development activities.
10 Potential Future Objective: The Parties acknowledge that if the Board of Supervisors,
pursuant to Government Code § 25526, orders the sale or lease (as lessor) of any County real
11 property, by having adopted a resolution by 4/5 vote of all its members, in a regular open
12 meeting, declaring its intention to sell the property, or a resolution declaring its intention to lease
(as lessor)the property, as the case may be, and if the County desires to engage Contractor to
13 provide brokerage representation of the County for any such matter, the Parties will need to
amend this Agreement to set forth the terms and conditions for such brokerage representation
14 to be provided, and for compensation payable to Contractor therefor out of the money received
by the County from such sale or lease.
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17 2. Scope of Services
18 A. Short-term Objective: Transactional Brokerage Representation Services (Commission-
Based Payable by Party other than County)
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20 Upon request from Designated County Personnel, the Contractor may act as the broker-of-
record representing the County for real property transaction responsibilities including, but not
21 limited to:
22 1. Property Acquisitions
23 o Represent the County in identifying real property for County acquisition or leasing
(as lessee), negotiate for the County's best interest toward the acquisition or
24 lease (as lessee), and represent the County on the closing of the real estate
25 transaction.
26 2. Lease Transactions
27 o Represent the County as the potential tenant in commercial lease transactions.
28 3. Negotiation Support
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Exhibit A
1 o Support County staff in negotiation strategy and preparation for real estate
transactions.
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3 o Support the County in its real estate transactions by providing consultancy to the
County that is in the County's best interest toward the real estate transaction.
4 4. Transaction Management
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o In either property acquisitions or lease transactions, above, represent County in
6 the coordination of escrow, title, legal review, and closing documentation.
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12 B. Long-term Objective: Specialized Real Estate Consultancy Services (Flat-Fee Based)
13 The Contractor shall provide the following specialized advisory and support services upon
request from the designated County personnel ("Designated County Personnel") who are
14 identified by the County's Representative for real property management:
15 1. Market Analysis &Advisory
16 o Research and provide market trends, comparable sales/leases, and property
17 valuations.
18 o Identify strategic acquisition and disposition opportunities.
19 2. Real Estate Strategy
20 o Advise on portfolio optimization, including highest and best use studies.
21 o Provide guidance on leasing strategies, property consolidation, and space
22 planning.
23 3. Due Diligence Support
24 o Coordinate with third-party consultants as needed (consultants, surveyors,
appraisers, attorneys).
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4. Negotiation Support
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o Support County staff in negotiation strategy and preparation for real estate
27 transactions.
28 o Support the County in its real estate transactions by providing consultancy to the
County that is in the County's best interest toward the real estate transaction.
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Exhibit A
1 5. Reporting & Presentations
2 o Participate in the preparation of reports, memos, or board presentations as
3 requested.
4 o Attend meetings, public hearings, or board sessions as requested.
5 It is understood that the Contractor will not participate in or receive any confidential attorney-
client privileged communications between the County and its attorneys.
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7 Note: These services are to be billed at the agreed flat-fee rate under this Agreement.
8 C. County's Constitutional Debt Limitation
9 For any leases (including lease-purchases) in which the County will be the lessee, the
Contractor shall familiarize itself with the County's constitutional debt limitation (Cal Const.
10 article XVI, sec. 18) and the terms and conditions that the County requires in such lease in order
11 to meet the exception to such debt limitation in such leases.
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15 3. Payment Terms
16 See Exhibit B.
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19 4. Conflict of Interest and Ethics
20 In the performance of its services under this Agreement, the Contractor shall at all times:
21 • Exercise a fiduciary duty of utmost care, integrity, honesty and loyalty to the County;
22 . For any brokerage services, disclose all facts known to the Contractor that materially
affect the value or desirability of the subject real property that are not known to, or within
23 the diligent attention and observation of, the County.
24 For each subject real property, disclose to the County in writing any potential conflicts of
25 interest prior to the engagement on any transaction or consultative matter.
26 • Not represent any other party in a real estate transaction involving the County, unless
prior written approval by the County, is provided to the Contractor for each subject real
27 property.
28 . Adhere to all applicable state and local real estate laws and codes of ethics, including
but not limited to, the Rules of Professional Conduct of the AIR CRE, if a member or if
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Exhibit A
1 not, the Rules of Professional Conduct of the Society of Industrial and Office Realtors, all
rules and regulations of the California Department of Real Estate, all applicable laws and
2 regulations governing real estate, including, but not limited to, Business and Professions
3 Code § 10000, et. seq.
4 Adhere to all County policies.
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5. Deliverables
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• Written market reports, site evaluations, and strategic memos (as needed by the
10 County).
11 Closing packets.
12 • Monthly activity and billing reports.
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Semi-regular meetings with identified Designated County Personnel to provide advice on
14 market analysis, real estate strategy, due diligence support, negotiation support, and
real estate reporting and presentations.
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16 • Review and assess real estate reports provided by third parties.
17 6. Performance Standards
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In the performance of its services under this Agreement, the Contractor shall at all times:
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20 • Act diligently in the exercise reasonable skill and care in the performance of all duties.
21 ' Undertake the duty of honest and fair dealing and good faith when dealing with the
County.
22 Timely and professional communication and responses to County communications.
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Accurate, data-supported advice.
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Maintenance of broker license in good standing throughout the term of the Agreement.
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Maintain required professional licenses and insurance requirements.
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27 7. Point of Contact
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• County Representative: Edward Hill, Chief Operating Officer, County of Fresno
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Exhibit A
1 Contractor Representative: Tony Cortopassi, Managing Director, Cushman &
Wakefield
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Exhibit B
1 Compensation
2 The Contractor will be compensated by the County, as provided in this Exhibit B, only for
3 the Contractor's performance of it services for the County's Short-term Objective under this
4 Agreement.
5 The Contractor is not entitled to any compensation except as expressly provided in this
6 Exhibit B.
7 For Services provided under Exhibit A, Section 2.A: Short-term Objective: Transactional
8 Brokerage Services (Commission-Based Payable by Party other than County), the County shall
9 not be obligated to compensate the Contractor for the performance of any such services, it
10 being understood that the Contractor shall seek its compensation payable by a party other than
11 the County.
12 For services provided under Exhibit A, Section 2.B: Long-term Objective: Specialized
13 Real Estate Consultancy Services (Flat-Fee Based), the County shall pay the Contractor a flat-
14 fee of$10,000 per month, to be invoiced and paid monthly (maximum of$120,000 annually).
15 The Contractor shall be compensated for the performance of such services according to this
16 Exhibit B— Compensation, not to exceed $200,000.
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Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure(Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code§ 5233 (a)
(5)Authorized Signature
Signature: Date:
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Exhibit D
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) Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(C) 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.
(D) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). 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 five years 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 five years 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
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Exhibit D
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 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.
(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: VI I.
(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 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.
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Exhibit D
(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.
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