Services Agreement (General) Page 1 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
SERVICES AGREEMENT (GENERAL)
REAL ESTATE BROKER SERVICES
City Agreement No. _C2026-624________
City Budget Code: 22140700-53210____
This Services Agreement (General) for Real Estate Broker Services (“Agreement”) by and between the City of Napa, a California charter city (“City”), and PLC Partnership, a California general partnership, doing business as Coldwell Banker Brokers of the Valley (“Consultant”), is effective on the date last signed by the City, which is identified on the signature page as the “Effective Date.”
RECITALS
A. The City desires to obtain the services more particularly described in this Agreement and Exhibit “A,” and generally including real estate broker services assisting the City with sale, purchase, or leasing of properties, providing consultation services related to real estate feasibility and marketing analysis and consultation on other miscellaneous real estate matters as requested.
B. The City issued a Request for Proposals for Real Estate Broker Services on February 6, 2025 and Consultant submitted a response on February 21, 2025. Although Consultant was not the selected proposer based on the RFP process, the City in making its selection, articulated that the selected proposer would be prohibited from engaging in “dual representation” representing both buyer and seller. In those limited circumstances, the City committed to using the list of qualified respondents from the RFP to select an alternative proposer. Because the transaction contemplated by this Agreement would lead to a dual representation, the City went back to the list of qualified respondents and selected Coldwell Banker Brokers of the Valley based on their knowledge and experience in Downtown Napa.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
1. SCOPE OF SERVICES.
1.1. Services. Consultant will perform the services described in the Scope of Services and Schedule of Performance, attached hereto as Exhibit “A” and incorporated herein by reference (“Services”), in accordance with the terms and conditions of this Agreement and to the satisfaction of the City’s authorized representative, Economic Development Manager (“City’s Authorized Representative”).
1.2. Standard of Care. In performing the Services, Consultant will meet or exceed the applicable standard of care for, and exercise the degree of skill and diligence ordinarily used by reputable service providers within the greater San Francisco Bay Area who provide the same or similar type of services as the Services required under this Agreement. Consultant will require and ensure that all of its employees, subconsultants, or agents performing or contributing to the Services will comply with the requirements of this Agreement.
1.3. Independent Contractor. Consultant will control the manner and means for performing the Services, acting as an independent contractor and not as an employee of the City. Consultant will not be entitled to any of the benefits that the City provides to its employees, including, but not limited to, health or retirement benefits.
1.4. Subcontracting. If Consultant subcontracts with a subconsultant to perform any of the Services, the City is deemed an intended beneficiary of that subcontract and the subconsultant will owe a duty of due care to the City. City reserves the right to approve or reject any proposed subconsultant, based on the subconsultant’s qualifications, relevant experience, or reputation.
1.5. Third Party Beneficiaries. Except to the extent expressly stated herein, this Agreement will not be construed to create any rights in third parties.
1.6. Time for Performance. Time is of the essence for the performance of all Services and duties under this Agreement.
Consultant will commence and complete all Services by the date and within any timeframes set forth in Exhibit “A.” Services for which times for performance are not specified in this Agreement will be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction from the City’s Authorized "!
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EXHIBIT B
Services Agreement (General) Page 2 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
Representative. Consultant will submit all requests for extensions of time to the City in writing no later than ten days after the start of the circumstances or events giving rise to the delay, and no later than the time by which performance is due.
The City’s approval of any extension of time for performance of the Services will not operate to waive the City’s rights or remedies with respect to damages caused by Consultant’s delay.
1.7. Unsatisfactory Services. Upon written notice from the City that any of the Services are unsatisfactory or fail to comply with the requirements of this Agreement (collectively, “Unsatisfactory Services”), Consultant must promptly correct or cure any such Unsatisfactory Services as specified in the City’s written notice. Consultant will not be entitled to any additional compensation or extension of time to correct or cure the Unsatisfactory Services. Consultant’s correction or cure of Unsatisfactory Services will not operate to waive the City’s rights or remedies with respect to any damages caused by the Unsatisfactory Services, the cost of which may be recovered by the City as an offset from payment otherwise due or to become due to Consultant.
2. COMPENSATION.
2.1. Payment. The City will pay Consultant for Consultant’s time and authorized expenses necessary to perform the Services, at the rates and charges set forth in the Compensation Rates and Charges attached hereto as Exhibit “B” and incorporated herein by reference, as compensation in full for Services satisfactorily performed in compliance with this Agreement. City’s total payment to Consultant for performing the Services shall not exceed $200,000.00, without prior written authorization from the City. This total payment amount shall not include any non-City payments made to Consultant in the form of commissions related to the purchase or leasing of property on behalf of the City that are paid by a third party.
If the City authorizes Consultant to perform services in addition to the Scope of Services set forth in Exhibit “A,” Consultant will be compensated in accordance with the rates and charges in Exhibit “B.” Consultant will not be entitled to any compensation for additional services performed without the City’s prior written consent, or which exceed the scope of the City’s written consent.
2.2. Invoices. Consultant will submit a monthly itemized invoice to the City’s Authorized Representative for the Services provided during the preceding month. At a minimum, the invoice must identify the Services performed, the hours spent performing the Services, the applicable hourly rate(s), and any authorized expenses based on the rates and charges authorized in Exhibit “B.” The City will pay the Consultant within 30 days after approval of each invoice, with the exception of any disputed amounts.
3. AUTHORIZED REPRESENTATIVE. Consultant hereby assigns William Kampton, to serve as the Consultant’s authorized representative (“Consultant’s Authorized Representative”), to personally participate in and manage the Services provided under this Agreement, and to serve as the primary point of contact for all matters pertaining to this Agreement.
3.1. Substitutions. As a material inducement to entering into this Agreement, the City has relied upon Consultant’s representations regarding Consultant’s qualifications (including the qualifications of Consultant’s Authorized Representative, its personnel, and its subconsultants, if any, as identified on Exhibits “A” and “B”). Consultant will not replace Consultant’s Authorized Representative (or any of its personnel or its subconsultants, if any, as identified on Exhibits “A” and “B”) without the City’s prior written consent.
4. NOTICES. All notices or requests required or contemplated by this Agreement will be in writing and delivered to the other party’s Authorized Representative by personal delivery, U.S. Mail, nationwide overnight delivery service, email, or as otherwise specified herein. Delivery is deemed effective upon the first to occur of: (a) actual receipt by a party’s Authorized Representative, (b) actual receipt at the address identified below, or (c) three business days following deposit in the U.S.
Mail of registered or certified mail sent to the address identified below. A party’s contact information, below, may be changed by providing written notice of any change to the other party.
TO CITY: NEAL HARRISON
ECONOMIC DEVELOPMENT MANAGER
CITY OF NAPA
P.O. Box 660
NAPA, CA 94559-0660
[email protected]
TO CONSULTANT: WARD SMITH
MANAGER
COLDWELL BANKER BROKER OF THE VALLEY
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EXHIBIT B
Services Agreement (General) Page 3 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
1775 LINCOLN AVE
NAPA, CA 94558
[email protected]
5. TERM. The term of this Agreement begins on the Effective Date, and ends upon Consultant’s completion of the Services required by this Agreement, unless terminated earlier as provided herein. The following provisions will survive expiration or termination of this Agreement: Section 7.2 (Dispute Resolution), Section 8.1 (Confidentiality), Section 8.4 (Records of Performance), Section 10 (Indemnification), Section 13.3 (Taxes), and Section 14 (General Provisions).
6. CITY’S RIGHT TO TERMINATE. The City may terminate this Agreement for convenience (with or without cause) by providing written notice of termination to Consultant, effective upon the date stated in the notice. If the City terminates the Agreement it will pay Consultant for all Services satisfactorily performed up to and including the effective date of the termination, subject to the provisions of Sections 2 and 8.2.
7. DEFAULT AND DISPUTE RESOLUTION.
7.1. Default. Consultant will be deemed in default of this Agreement if Consultant is not complying with the terms of this Agreement, or the City has reason to believe that Consultant’s ability to perform the Services has been or will be impaired. If either of these circumstances exist, the City may give written notice of default to Consultant and demand that the default be cured or corrected within ten days of the notice, unless the City determines that additional time is reasonably necessary to cure the default. If Consultant fails to cure the default within of the time specified in the notice, and the Consultant fails to give adequate written assurance of due performance within the specified time, then the City may terminate this Agreement in accordance with Section 6, or the City may pursue dispute resolution in accordance with Section
7.2. 7.2. Dispute Resolution. If any dispute arises between the parties in relation to this Agreement, the Authorized Representatives for each party will meet, in person, as soon as practicable, to engage in a good faith effort to resolve the dispute informally. If the parties are unable to resolve the dispute, in whole or in part, through informal discussions, the parties agree to participate in mediation. Notwithstanding the existence of a dispute, the Consultant will continue providing the Services during the course of any dispute, unless otherwise directed by the City.
7.2.1. Either party may give written notice to the other party of a request to submit a dispute to mediation, and a mediation session must take place within 60 days of the date that such notice is given, or sooner if reasonably practicable. The parties will jointly appoint a mutually acceptable mediator. The parties will share equally the costs of the mediator; however, each party will pay its own costs of preparing for and participating in the mediation, including any legal costs.
7.2.2. Good faith participation in mediation pursuant to this Section is a condition precedent to either party commencing litigation in relation to the dispute. In addition, any claims by Consultant arising from or related to this Agreement are subject to the claim presentment requirements in the Government Claims Act (Government Code section 900 et seq.).
8. INFORMATION AND RECORDS.
8.1. Confidentiality. Consultant will not disclose any information or records related to the performance of this Agreement, including information and records received from the City, as well as information and records created by the Consultant, to any person other than a City employee, unless and only to the extent that the City provides the Consultant with prior written consent to make a disclosure. Consultant will notify the City’s Authorized Representative of any request for disclosure of information, or any actual or potential disclosure of information, under this Agreement.
8.2. Title to Records. All original documents or records (“work product”), whether paper or electronic, required by this Agreement to be prepared by Consultant (including its employees and subconsultants), whether complete or in progress, are the property of the City. Consultant will promptly deliver all such work product to the City at the completion of the Services, upon termination, or upon demand by the City. However, Consultant may make and keep copies of the work product.
8.3. Contract Cost Disclosure. For any document or report prepared in whole or in part by Consultant pursuant to this Agreement, Consultant will include the numbers and dollar amounts of related contracts or subcontracts as further specified by Government Code Section 7550.
8.4. Records of Performance. Consultant will maintain adequate records of performance under this Agreement "!
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EXHIBIT B
Services Agreement (General) Page 4 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
(including Services provided, invoices for payment, and payments received) and make these records available to the City for inspection, audit, and copying, during the term of this Agreement and until four years after the Agreement has expired or been terminated.
8.5. Electronic Communications. Consultant will use reasonable good faith efforts to avoid transmitting electronic viruses or other damaging coding, and will promptly advise the City if Consultant discovers that an electronic virus or similar destructive coding may have been transmitted to the City.
8.6. Copyrights/Patents. In performing the Services under this Agreement, Consultant will not unlawfully infringe on any copyrighted or patented work. Consultant is solely responsible for the cost of any authorizations necessary to use any copyrighted or patented work.
9. ACCIDENT REPORT. If any death, personal injury, or property damage occurs in connection with the performance of the Services, Consultant will promptly submit to the City Clerk’s Office a written notice of the incident of damage with the following information:
9.1. A description of the damage including date, time, and location, and whether any City property was involved;
9.2. Name and contact information of any witness;
9.3. Name and address of the injured or deceased person(s); and
9.4. Name and address of Consultant’s insurance company.
10. INDEMNIFICATION. To the full extent permitted by law, Consultant will indemnify, hold harmless, release, and defend the City (including its officers, elected or appointed officials, employees, volunteers, and agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to Consultant’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, Consultant will not be obligated to indemnify City for the proportionate share of the Liability caused by the City’s active negligence, sole negligence, or willful misconduct.
Consultant’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Consultant, including, but not limited to, workers’ compensation insurance.
11. INSURANCE. Consultant will not perform Services under this Agreement until Consultant has obtained all insurance required under Section 11 and such insurance has been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. The City of Napa is now utilizing an online insurance verification system called PINS Advantage.
After being selected for an agreement with the City, Consultant/Contractor will receive an email with instructions to log into the PINS Advantage System. Consultant/Contractor shall upon receiving the email noted above, log into the system and upload Certificates of Insurance and any endorsements required by this Agreement. For questions or issues with setting up your PINS Advantage account, please contact [email protected]. All requirements provided in this Section must appear either in the body of the insurance policies or as endorsements and must specifically bind the insurance carrier.
11.1. Policies and Limits. Without limiting Consultant’s indemnification obligations in Section 10, Consultant will procure and maintain throughout the period of this Agreement the following policies of insurance and endorsements from insurers (if other than the State Compensation Fund) with a current A.M. Best rating of no less than A:VII or its equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Consultant, its agents, employees or subconsultants:
11.1.1. General Liability Policy. Consultant must procure and maintain Commercial General Liability Insurance (CGL) at least as broad as CG 00 01 (occurrence form), with minimum limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury, personal injury, property damage, products and completed operations, and contractual liability. If the Services involve explosive, underground or collapse risks, an XCU endorsement is required.
11.1.2. Automobile Liability Policy. Consultant must procure and maintain Automobile Liability Insurance at least as broad as ISO form number CA 0001, Code 1 (any auto), covering use of all owned, non-owned, and hired automobiles and all vehicles used in the performance of this Agreement with minimum limits not less than $1,000,000 per accident, combined single limit for bodily injury and property damage liability.
11.1.3. Workers’ Compensation. Consultant must procure and maintain Workers’ Compensation in such amounts as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for "!
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EXHIBIT B
Services Agreement (General) Page 5 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Services and Employer's Liability with minimum limits of $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant must file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.
11.2. Endorsements.
11.2.1. The CGL and automobile liability policies must contain an endorsement naming the City, its officers, elected or appointed officials, employees, volunteers, and agents, as covered parties for liability arising out of the operations performed by or on behalf of Consultant. The coverage will contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, volunteers, and agents.
11.2.2. All policies of insurance provided by Consultant pursuant to this Agreement will be primary and non-contributory to any coverage maintained by the City. Any insurance carried by City will not contribute to, or be excess of, insurance maintained by Consultant, nor in any way provide benefit to Consultant, its affiliates, officers, directors, employees, subsidiaries, parent company or agents.
11.2.3. The inclusion of more than one insured will not operate to impair or limit the rights of one insured against another, and the coverage will apply as though separate policies have been issued to each insured. Additionally, if the commercial general liability insurance or other form of insurance with a general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement or the general aggregate will be twice the required occurrence limit.
11.3. All Policies.
11.3.1. For all insurance policies required under this Agreement, each certificate of insurance will state that the coverage afforded by the policy or policies will not be reduced, cancelled, or allowed to expire without at least 30 days written notice to City, unless due to non-payment of premiums, in which case at least 10 days written notice is required. Notice required under this subsection will be sent by certified mail. Each required policy will include an endorsement providing that the insurer agrees to waive any right of subrogation it may have against the City. The endorsements will be on forms provided by City or as approved by City’s Risk Manager.
11.3.2. Any deductible or self-insured retention will be disclosed to the City prior to City’s execution of this Agreement and is subject to approval by the City.
11.3.3. If Consultant does not keep all required insurance policies in full force and effect, the City may, in addition to other remedies under this Agreement, terminate or suspend this Agreement.
11.3.4. The coverage types and limits required pursuant to this Agreement will in no way limit the liability of Consultant.
12. CONFLICTS OF INTEREST. Consultant warrants that as of the Effective Date of this Agreement it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the Services. Consultant further warrants that in the performance of the Services, Consultant will not employ or enter into a subcontract with any person or entity having any such conflict of interest.
12.1. Financial Interest. Consultant will not make or participate in making or in any way attempt to use Consultant’s position to influence a City decision in which Consultant knows, or has reason to know, Consultant has a financial interest other than the compensation promised by this Agreement. Consultant represents that it has diligently conducted a search and inventory of its financial interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant’s knowledge, have a financial interest that would conflict with Consultant’s duties under this Agreement. Consultant will immediately notify the City in writing if Consultant learns of a financial interest that may conflict with Consultant’s obligations under this Agreement. Consultant may not act as Dual Agent
12.2. Covenant Against Contingent Fees. Consultant warrants that it has not employed, retained, or entered into a contract with any person or entity, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any person or entity, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the making of this Agreement. For breach or violation of this warranty, the City may void this Agreement without liability or any further obligation to Consultant, or, alternatively, may elect to deduct from payments due or to become due to Consultant, the full "!
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EXHIBIT B
Services Agreement (General) Page 6 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
amount of such fee, commission, percentage, brokerage fee, gift, or other consideration.
12.3. Statement of Economic Interest. If the City determines Consultant (or any of its employees or subconsultants) is subject to disclosure requirements under the Political Reform Act (Government Code section 87100 et seq.), Consultant (including any required employees or subconsultants) will complete and file a “Statement of Economic Interest” (Form 700) with the City Clerk’s Office disclosing Consultant’s financial interests.
12.4. Subsequent Contracts. Unless otherwise specified in Exhibit “A,” Consultant’s duties and Services under this Agreement do not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City will at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Unless otherwise specified in Exhibit “A,” Consultant’s participation in the planning, discussions, or drawing of project plans or specifications will be limited to conceptual, preliminary, or initial plans or specifications. Consultant will cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement, if any.
13. COMPLIANCE WITH LAW.
13.1. Legal and Licensing Compliance. Consultant will comply with all applicable federal, state and local laws, rules, and regulations related to the Services under this Agreement. Consultant represents and warrants to City that Consultant has and will keep in effect during the term of this Agreement all licenses (including, but not limited to, the City of Napa business license), permits, qualifications, and approvals of whatsoever nature which are legally required for Consultant to practice Consultant's profession or perform the Services.
13.2. Nondiscrimination. At all times during the term of this Agreement, Consultant will comply with all applicable federal, state, and local laws, rules, and regulations prohibiting discrimination based on race, ethnicity, color, national origin, religion, marital status, age, sex, sexual orientation, disability (including any physical or mental impairment that substantially limits a major life activity), medical condition, or any protected class.
13.3. Taxes. Consultant will file tax returns as required by law and pay all applicable taxes on amounts paid pursuant to this Agreement. Consultant will be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes.
13.4. Provisions Deemed Inserted. Every provision of law required to be inserted or referenced in this Agreement will be deemed to be inserted or referenced.
14. GENERAL PROVISIONS.
14.1. Headings. The heading titles for each section of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.
14.2. Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement will be construed as not containing that term, and the remainder of this Agreement will remain in full force and effect; provided, however, this section will not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement.
14.3. Governing Law, Jurisdiction, and Venue. The interpretation, validity, and enforcement of this Agreement will be governed and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement will be filed and heard in a court of competent jurisdiction in the County of Napa.
14.4. Attorney’s Fees. If any litigation is commenced to enforce or interpret this Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs, and expenses incurred.
14.5. Assignment and Delegation. This Agreement will not be assigned or transferred in whole or in part, nor will any of the Consultant’s duties be delegated without the City’s prior written consent. Any attempt to assign, transfer, or delegate this Agreement, in whole or any part, without the City’s prior written consent will be void and of no force or effect. Any consent by the City to one assignment, transfer, or delegation will not be deemed to be consent to any subsequent assignment, transfer, or delegation.
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EXHIBIT B
Services Agreement (General) Page 7 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
14.6. Modifications. This Agreement may not be amended or modified orally. No amendment or modification of this Agreement is binding unless it is in a writing signed by both parties.
14.7. Waivers. No waiver of a breach, default, or duty under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, default, or duty. Waiver of a breach, default, or duty under this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach, default, or duty under this Agreement.
14.8. Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all. If any provision in any document attached or incorporated into this Agreement conflicts or is inconsistent with a provision in the body of this Agreement, the provisions in the body of this Agreement will control over any such conflicting or inconsistent provisions.
14.9. Interpretation. Each party to this Agreement has had an opportunity to review the Agreement, and to consult with its respective legal counsel regarding the meaning of the Agreement. Accordingly, Civil Code Section 1654 will not apply to interpret any uncertainty in the meaning of the Agreement. [Signature page follows.]
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EXHIBIT B
Services Agreement (General) Page 8 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
15. SIGNATURES.
15.1. Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
15.2. Signatures; Electronic Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the City. The parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq. and California Government Code Section 16.5.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city PLC Partnership, a California general partnership, doing business as Coldwell Banker Brokers of the Valley
By: By:
Steve Potter, City Manager Carolyn Roberts RE, Inc. by Carolyn Roberts, President
Date:
(“Effective Date”)
COUNTERSIGNED:
APPROVED AS TO FORM:
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EXHIBIT B
Services Agreement (General) Page 9 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
EXHIBIT “A”
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
1.0. SCOPE OF SERVICES. Consultant will perform the Services described in this Exhibit “A,” in accordance with the terms of the Agreement. Consultant shall not act as a “dual agent” for any transaction involving the City and shall only represent the City as buyer/lessee or seller/lessor in a transaction and cannot also represent the other party in the same transaction. In the event the Consultant represents the other party in a transaction the City is contemplating entering into, then the City has the full right to select any other real estate broker to provide the services based on pricing and terms solely agreed to by the City.
Task 1: At request of CITY, assist CITY with the purchase or sale of real property in Downtown Napa, including but not limited to:
x Assist CITY with property sale and purchase negotiations, including assistance with due diligence requests. x Provide analysis and recommendations on certain City-owned properties. x Identify or confirm encumbrances and/or constraints on properties utilizing official records and geographic information systems.
x Verify zoning and land use requirements including flood map designations, available utilities, and related jurisdiction requirements.
x Complete market comparable and availability analyses. x Prepare and/or review documents, including but not limited to real estate documents, property documents, and legal notices.
x Assist CITY with property sale and purchase negotiations, including assistance with due diligence requests. x Provide status reports at agreed upon frequencies.
Task 2: At request of CITY, provide consulting services related to real estate feasibility and marketing analysis in Downtown Napa, including but not limited to:
x Provide opinions of value, assist in obtaining and analyzing real property appraisal and other evaluation services. x Assist with preparation or review of legal documents such as deeds, easements and associated agreements. x Participate in property inspections and provide assistance or make recommendations related to suitable property for leasing, acquisition, and/or sale.
x Consult on other miscellaneous real estate matters, as requested.
Reports and Deliverables: Ensure that any reports, and any deliverable to the City be delivered in a manner to ensure nondiscrimination and equal access to City services and digital properties such as websites, documents, and applications by persons with a disability under the Americans with Disabilities Act (ADA) and under Section 508 of the Rehabilitation Act of 1973. Successful respondent shall ensure that any deliverable, including but not limited to, reports, documents, videos, multimedia productions, live broadcasts and any and all other web content and information communications technology are fully accessible and in compliance with federal accessibility standards and laws and with City’s Web Content Accessibility Standards.
Examples of accessibility measures include, but are not limited to, providing closed captions, video, descriptions, and 508 compliant players.
Exclusive Authorization to Sell and Lease Agreement(s): Prior to Consultant receiving any compensation based on a commission amount for Task 1 assignments CITY and Consultant shall first enter into an appropriate Exclusive Authorization to Sell/Lease Agreement. Exhibit “C” which is attached hereto and incorporated by reference, is the current form of Exclusive Authorization that would be used for such tasks, subject to any changes deemed necessary by the City to ensure the Exclusive Authorization is consistent with the terms of this Agreement, with the understanding by both parties that the terms of the Agreement shall control over any inconsistent terms in the Exclusive Authorization. Any final Exclusive Authorization to Sell/Lease Agreement shall be approved by the City Attorney’s Office prior to its execution. Additionally, as noted above, the Exclusive Authorization will be revised from the existing form to match the rates for those specified tasks as set forth in this Agreement and more particularly described in Exhibit “B.”
2.0. SCHEDULE OF PERFORMANCE.
2.1. REQUESTS FOR SERVICES. Upon request by City, Consultant will provide the Services described above. The Services will be provided for a variety of individual matters in Downtown Napa, as required by the City. Upon request "!
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EXHIBIT B
Services Agreement (General) Page 10 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
by the City’s Authorized Representative for Consultant to perform Services for a particular matter, Consultant will provide a written estimate of the time within which Services for the matter will be completed, and the estimated cost for providing the requested Services. Following written authorization from the City’s Authorized Representative, Consultant will perform and complete the Services as specified in the written authorization. Consultant is not entitled to payment for any Services performed without a written authorization, or for Services that exceed the scope of a written authorization. For purposes of this Section, the written estimate and written authorization may be provided on paper or in an electronic form.
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EXHIBIT B
Services Agreement (General) Page 11 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
EXHIBIT “B”
COMPENSATION RATES AND CHARGES
1. COMPENSATION
Consultant will be compensated as outlined in this Exhibit B, subject to the not-to-exceed limit in Section 2.1 of the Agreement.
1.1. Compensation for sale transactions will be based on a percentage of the sale price as detailed in Section 1.3 below.
1.2. For consulting assignments, Consultant shall be compensated on an hourly basis. The hourly rate for consulting assignments shall be $275.00. Generally speaking, if Consultant has been compensated hourly on a consulting assignment, and a commission is to be paid by the City for the same assignment, then any commission to be paid shall be reduced by the amount of hourly compensation already received by Consultant from the City.
1.3. The following is the breakdown for commission transactions:
1.3.1. For the sale of property, a sales commission of 2.5% will be paid to Coldwell Banker Brokers of the Valley. Should the transaction require a fee to be paid to an outside broker representing a buyer, the amount of that fee will be set on a case-by-case basis but shall not exceed 2.5%.
1.3.2. Should Consultant represent the City in the purchasing of property and provide material assistance, Consultant will request a fee equal to the percentage identified in Section 1.3.1. above to be paid by the Seller. Should the Seller refuse, the City will pay Consultant and the purchase price will reflect the cost to the City at the following sliding scale percentage of the final purchase price as adjusted to reflect any reductions, offsets, deductions or credit backs that are made to the final purchase price (“Purchase Commission Basis”). The applicable percentage shall vary for different portions of the Purchase Commission Basis and will be reduced for higher portions, as shown by the following table:
Purchase Commission Basis Commission Percentage
For the portion from $1.00 up to $2,500,000 2.5%
For the portion from $2,500,001 up to $5,000,000 1.5%
For the portion from $5,000,001 and above 1.0%
1.4. There are no reimbursable expenses for this assignment
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EXHIBIT B
Services Agreement (General) Page 12 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
EXHIBIT “C”
EXCLUSIVE RIGHT AGREEMENT (LEASE AND/OR SALE)
THIS EXCLUSIVE RIGHT AGREEMENT (the “Agreement”) is entered into on Insert Date (the “Effective Date”) by and between PLC Partnership, a California general partnership, doing business as Coldwell Banker Brokers of the Vally (“Coldwell Banker”) and Insert Client Legal Entity (“Owner”).
1. Coldwell Banker as Exclusive Selling Agent. Commencing on the Effective Date and continuing through Insert Termination Date (the “Term”) Owner hereby appoints Coldwell Banker as sole and exclusive agent granted with the exclusive right to lease (including any lease, assignment, or other occupancy agreement) and/or sell (including any sale, sale/leaseback, net or ground lease or any other non-Lease transfer) all or any portion of the real property commonly known as and located at Insert Property Address, as outlined on Exhibit A, attached hereto and made a part hereof, with all improvements now or hereafter made on or to the real property (the “Property”). Owner agrees to promptly disclose to Coldwell Banker any personal property to be included in the sale and/or lease. Owner authorizes Coldwell Banker to insert or correct the legal description over Owner’s signature.
2. Terms.
a. Terms of Sale. The offering price of the Property shall be Insert Desired Sale Price - TBD OK Dollars ($ ), or any other price acceptable to Owner, which shall be payable, at the option of the purchaser, in cash or cash and assumption of any existing assumable loan. Any offer to purchase the Property may contain normal and customary contingencies such as the purchaser's approval of a preliminary title report, survey, soils test, feasibility study and existing leases. The purchaser shall take possession of the Property on the closing date. Other terms include the following:
b. Terms of Lease. The terms of all leases shall be subject to Owner's approval.
3. Negotiations and Cooperation. All communications, inquiries and offers which Owner receives in connection with the Property shall be promptly referred to Coldwell Banker and all negotiations shall be conducted solely by Coldwell Banker or under its direction. Owner shall cooperate fully with Coldwell Banker and shall provide Coldwell Banker access to the Property at all reasonable times.
4. Advertising. Unless expressly agreed otherwise in writing, Coldwell Banker is authorized to publish this listing with an online listing site such as CoStar, MLS, etc., (each, an “O.L.S”) and otherwise advertise the Property and prepare and/or secure plans of the Property, subject to Owner's approval and at Owner’s expense. The cost of brochures and other advertising materials approved by Owner shall be paid by Owner, except that the costs of industry-standard single-page advertising flyers prepared by Coldwell Banker shall be paid by Coldwell Banker. Coldwell Banker shall have the right to place signs advertising the Property for sale or lease on the Property at Coldwell Banker’ expense. Owner understands and agrees that the information contained in this Agreement or otherwise given to the O.L.S becomes the property of the O.L.S, is not confidential, and will be available to third parties, including prospective purchasers, other members of the O.L.S who do not represent Owner and who may represent prospective purchasers and/or tenants, and other parties granted access to such listing information.
5. Cooperation with Other Brokers. Owner understands and agrees that Coldwell Banker may, when appropriate, solicit the cooperation of other real estate brokers licensed by the State of California (each, an “Outside Broker”) and, regardless of whether the Outside Broker is the broker of the purchaser or tenant, Owner, neither or both, Coldwell Banker may share any commissions that are received by Coldwell Banker under the terms of this Agreement. Coldwell Banker shall have no liability or responsibility to such Outside Broker unless and until Coldwell Banker receives the Outside Broker’s commission. For purposes of this Agreement, any broker or salesperson associated with Coldwell Banker other than the Listing Agent(s) (defined below) which procures a prospect shall be treated as an Outside Broker.
6. Extension. If during the Term or Pending Period (defined below) of this Agreement, an escrow is opened or negotiations involving the sale, transfer, conveyance, or leasing of the Property have commenced or are continuing, then the Term or Pending Period, as applicable, shall be extended through the earlier of either the termination of such negotiations or the consummation of such transaction.
7. Commissions. With respect to a sale of the Property, Owner hereby agrees to pay a commission to Coldwell Banker in an amount equal to Insert Sale Commission Percentage percent ( %) of the gross purchase price or other consideration (including without limitation any existing mortgage that is assumed) pursuant to the payment provisions set forth in Section 8 of this Agreement. With respect to a lease of all or any portion of the Property, Owner hereby agrees to pay a commission or commissions in accordance with the Schedule of Commissions set forth on Exhibit B, attached hereto and made a part hereof. Coldwell Banker shall earn a commission upon the occurrence of any of the following events:
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EXHIBIT B
Services Agreement (General) Page 13 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
a. During the Term (i) Owner enters into an agreement to lease all or any portion of the Property to a tenant procured by Coldwell Banker, Owner, an Outside Broker or any other person or entity; (ii) Coldwell Banker, Owner, an Outside Broker or any other person or entity procures a purchaser who is ready, willing and able to purchase the Property on the terms set forth in Section 2 hereof, or on any other terms acceptable to Owner; (iii) Owner enters into any other contract to sell, transfer, convey, or otherwise exchange the Property or any interest therein or grants an option to purchase the Property to any person or entity procured by Coldwell Banker, Owner, an Outside Broker or any other person or entity; or (iv) Owner withdraws the Property from the market, makes the Property unmarketable, fails to cooperate with Coldwell Banker pursuant to Section 3 of this Agreement, or otherwise prevents Coldwell Banker from selling the Property, in which event Owner shall be deemed to have sold the Property for the price set forth in Section 2;
b. Owner either (i) enters into an agreement to lease or negotiations commence and lead to execution of a lease of all or any portion of the Property within one hundred eighty (180) days after expiration of the Term (the “Pending Period”) to a tenant to whom such lease was submitted by Coldwell Banker, Owner, an Outside Broker, or any other person or entity during the Term, or to whom the Property was shown or a proposal for lease was tendered by Coldwell Banker, Owner, an Outside Broker, or any other person or entity during the Term, or (ii) Owner enters into any contract to sell, transfer, convey, or otherwise exchange the Property or any interest therein or Owner grants an option to purchase the Property; or negotiations commence and continue leading to the sale or exchange of, or an option to purchase, the Property or any interest therein during the Pending Period to any person or entity to whom Coldwell Banker submitted information regarding the availability of the Property for sale or with whom Coldwell Banker negotiated or discussed potential terms of such a sale, or any person or entity who submitted to Owner through Coldwell Banker a written offer to purchase the Property, and such sale is subsequently closed. The identity of such persons may but need not be conclusively established by mailing a list of such persons or entities to Owner within thirty (30) days after the expiration date of the Term; or
c. During the Term, Owner receives notice that an entity having the power of condemnation has condemned or intends to condemn all or a substantial portion of the Property; provided, all or a substantial portion of the Property is thereafter conveyed to or condemned by such entity either during or after the Term.
8. Payment of Commissions. Any commission earned pursuant to Section 7 shall be due and payable on or before the earlier of:
a. if the commission is earned with respect to a sale, transfer, conveyance or exchange of the Property or any interest therein, the commission shall be paid in full in wired, certified, or bank funds from escrow upon the closing of such sale, transfer, conveyance or exchange of the Property or any interest therein;
b. if the commission is earned with respect to a lease of all or any portion of the Property, the commission shall be paid as follows: (i) fifty percent (50%) upon the execution of the lease, and (ii) fifty percent (50%) upon the commencement of the term of the lease; c. if the commission is earned with respect to an option to purchase the Property, then Insert Commission - may be different than above percent ( %) of each option payment on the date such payment is due and a commission calculated as set forth in Section 7 above in full in wired, certified, or bank funds from escrow upon the closing of such sale, transfer, conveyance or exchange described in the option;
d. the date upon which Owner first acts or fails to act, which act or omission delays or prevents a closing, sale, lease or exchange of the Property for which Coldwell Banker would be entitled to receive a commission; e. the date upon which Owner withdraws the Property from the market, makes the Property unmarketable or fails to cooperate with Coldwell Banker pursuant to Section 3 of this Agreement, or otherwise prevents Coldwell Banker from selling the Property; or f. the date upon which Owner transfers or contracts to transfer any portion of the Property to any other person or entity, other than by sale, exchange or lease.
Owner agrees that the Property is commercial real estate and that this Agreement may be recorded pursuant to the applicable commercial real estate broker lien laws.
9. Agency/Dual Agency. Owner authorizes Coldwell Banker to appoint Insert Name(s) of Broker Team to act as Owner's listing agent(s) (the “Listing Agent(s)”). It is understood and agreed that this Agreement creates an agency relationship with Listing Agent(s) and Coldwell Banker only, not with any other salespersons or brokers employed by or associated with Coldwell Banker; provided, Owner authorizes Coldwell Banker to appoint other salespersons or brokers employed by or associated with Coldwell Banker as subagents to act on Owner’s behalf as and when needed, at Coldwell Banker’ sole discretion. Any broker or salesperson other than Listing Agent(s) will not be representing Owner and may represent the purchaser/lessee. Accordingly, for purposes of "!
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EXHIBIT B
Services Agreement (General) Page 14 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
this Agreement, “Coldwell Banker” means Listing Agent(s), including any subagents, and Listing Agent's Broker, Designated Broker or Branch Manager, unless expressly stated otherwise. Owner agrees that if all or any portion of the Property is sold or leased to a purchaser/lessee represented by one of Coldwell Banker’ salespersons or brokers other than the Listing Agent(s), then Owner consents to Coldwell Banker acting as a dual agent. Owner further agrees that if the Property is leased or sold to a purchaser/lessee who Listing Agent(s) also represents, then Owner consents to Listing Agent(s) and Coldwell Banker acting as dual agents. Owner understands and agrees that different salespersons or brokers employed by or associated with Coldwell Banker may represent different owners in competing transactions involving the same purchaser/lessee. Owner hereby consents to such representation and agrees that it shall not be considered action by Coldwell Banker that is adverse or detrimental to the interests of either owner, nor shall it be considered a conflict of interest on the part of Coldwell Banker. If Coldwell Banker acts as a dual agent, then Coldwell Banker shall be entitled to the entire commission payable under this Agreement plus any additional compensation Coldwell Banker may have negotiated with the purchaser/lessee. Acceptance of referral fees between salespersons or brokers employed by or associated with Coldwell Banker will not be considered an action that is adverse or detrimental on the part of the salespersons or brokers employed by or associated with Coldwell Banker or Coldwell Banker, nor shall it be considered a conflict of interest by the salespersons, brokers, or Coldwell Banker.
Owner acknowledges receipt to the Disclosure Regarding Real Estate Agency Relationship. If applicable, Owner acknowledges receipt of the pamphlet entitled “The Law of Real Estate Agency” and/or any such required materials of the State of California.
10. Responsibility for Maintenance. Coldwell Banker shall not be responsible for maintenance of the Property or for damages of any kind to the Property or its contents, including, but not limited to, vandalism and theft, unless Coldwell Banker caused such damage by its gross negligence. Owner hereby releases and waives all rights, claims and causes of action against Coldwell Banker, except claims based on its gross negligence, for damages to the Property or its contents.
11. Indemnification. Owner shall defend, indemnify and hold harmless Coldwell Banker, its parent, subsidiaries, affiliates, shareholders, officers, managers, directors, employees and agents, from and against any and all claims, lawsuits, harm, costs, demands, settlements, judgments, losses, liabilities, damages and expenses, including, but not limited to, reasonable attorneys' fees, costs and related expenses (collectively, the “Liabilities”), relating to, arising out of or in connection with (a) any sale or lease of the Property pursuant to this Agreement, (b) the use of, or access to, the Property by any person pursuant to this Agreement, (c) Coldwell Banker’ good faith performance of its obligations under this Agreement. Owner shall not be responsible for indemnification for Liabilities to the extent caused by Coldwell Banker’ gross negligence or willful misconduct in performing its obligations under this Agreement.
Coldwell Banker shall defend, indemnify and hold harmless Owner and its respective officers, directors, shareholders, partners, members, beneficiaries, trustees, managers, employees, and representatives from and against any and all Liabilities brought by a third party to the extent caused by Coldwell Banker’ gross negligence or willful misconduct in performing its obligations under this Agreement.
In the event of a claim or suit to which either of the foregoing indemnification, defense and hold harmless provisions apply, the indemnified party agrees to the following: (i) to give the indemnifying party prompt written notice of any such claim; (ii) to permit the indemnifying party to defend at its own expense any such claim with counsel of its own choosing, subject to the indemnified party’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; (iii) to cooperate with the reasonable requests of the indemnifying party in the defense of any such claim; and (iv) not to settle or compromise any such claim or suit without the indemnifying party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
12. Limitation of Liability. Neither party shall be liable to the other for, and each party hereby waives any and all rights to claim against the other, any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, including, but not limited to, lost profits, even if the party has knowledge of the possibility of such damages; and in no event shall Coldwell Banker’ liability to Owner for any transaction exceed the fees paid to Coldwell Banker in connection with such transaction.
13. Disclosure; Hazardous Substances. Owner agrees to promptly disclose to Coldwell Banker and any prospective tenant or purchaser all known material defects, if any, of the Property and any knowledge Owner has or may hereafter acquire regarding the production, disposal, storage, or release of any hazardous wastes or other toxic or hazardous substances on or in the Property.
Coldwell Banker is authorized to disclose all pertinent information regarding the condition of the Property to prospective tenants and purchasers, and Owner shall indemnify and hold harmless Coldwell Banker and any Outside Brokers to the same extent set forth in Section 11 of this Agreement in the event Owner fails to make any required disclosure or makes any misrepresentation about the Property or its condition.
14. Third Party Information Disclaimer. Any provision of third-party information or related materials to Owner by Coldwell Banker is for general informational purposes only. In addition, any information furnished by Coldwell Banker is not intended to be tax, "!
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EXHIBIT B
Services Agreement (General) Page 15 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
legal, investment, or transaction advice. Coldwell Banker makes no guarantees, representations or warranties of any kind, express or implied regarding the accuracy, authenticity, completeness, legality, or reliability of any third-party information. Owner and any other interested party should undertake their own inquiries as to the accuracy of the third party information, and acknowledges and agrees that Coldwell Banker shall not be liable for any errors, omission or inaccuracies of any third party information provided.
Coldwell Banker shall not be held liable for any statutory disclosures, including but not limited to, California Assembly Bill 1103 and California Civil Code §1938, codified Senate Bill 1186, for which Owner is responsible for providing, or failed to provide, its prospective purchaser(s) and/or prospective tenant(s) of the Property.
15. No Discrimination. Owner hereby acknowledges that it is illegal to refuse to display, sell or lease the Property to any person because of race, color, religion, national origin, sex, marital status, age or physical disability.
16. Owner's Warranty; Sale of Building. Owner warrants that Owner has full authority to execute this Agreement and to sell, lease or exchange the Property, and that all information concerning the Property provided by Owner to Coldwell Banker is accurate. The person(s) executing this Agreement on behalf of Owner warrant(s) that such person(s) have full authority to do so and in so doing to bind Owner. Owner confirms that following closing or lease of the Property, the amount of the purchase price or rent and any other terms of the sale/lease of the Property shall not be deemed confidential information and Owner authorizes disclosure of the same.
In the event Owner shall sell or transfer its interest in the Property after entering into a lease, all earned but unpaid lease commission(s), including any future installments thereof, shall be accelerated and paid upon the date of conveyance of title. Further, Owner agrees to include as a condition of the sale or transfer that this Agreement shall remain in full force and effect and, that the purchaser or transferee shall assume Owner’s obligations hereunder and Owner shall provide a copy of the assumption agreement to Coldwell Banker at closing.
17. Attorneys' Fees. In the event of a dispute between the parties to enforce a right or rights provided by or arising out of this Agreement, the non-prevailing party shall pay to the prevailing party reasonable attorneys' fees and other costs and expenses of enforcement proceedings. The “prevailing party” shall be the party receiving a net affirmative award or judgment.
18. Amendments. No provision of this Agreement may be waived, modified, amended, discharged or terminated, except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.
19. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and/or permitted assigns; provided, however, that neither party may assign this Agreement without the prior written consent of the other party. Coldwell Banker may assign this Agreement to a related party in whole or in part without the consent of Owner, but Coldwell Banker shall provide notice to Owner of any such assignment.
20. Notice. Any notices or other communications contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery or via a nationally recognized courier at the addresses set forth beneath the parties’ signatures below. If to Coldwell Banker, with a copy to Coldwell Banker International, 1114 Avenue of the Americas, New York, New York 10036, Attn: Legal Department.
21. Entire Agreement. This Agreement embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior agreements, understandings, representations and statements, verbal or written, are superseded by this Agreement.
22. Severability. The terms of this Agreement shall be deemed severable so that if any term should be found illegal or unenforceable, the remaining terms shall nevertheless continue in full force and effect.
23. Counterparts. This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute the entire Agreement. Facsimile and PDF signatures shall have the same validity and effect as original signatures.
24. Negotiation and Construction. This Agreement and each of the terms and provisions hereof have been negotiated between the parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either party, and each party has sought and obtained independent legal advice from counsel of his or her own selection, and that having had such advice and with such knowledge, the parties clearly understand and assent to all the provisions hereof and each of them is signing this Agreement freely and voluntarily.
25. Governing Law. This Agreement is entered into and shall be governed and construed in accordance with the laws of the State of California and all proceedings hereunder shall occur in Insert County County, California. Each party hereby consents and irrevocably submits to the exclusive personal jurisdiction of the state or federal court of competent jurisdiction located in Insert "!
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EXHIBIT B
Services Agreement (General) Page 16 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
County County in the State of California, and each party waives any objection to the convenience of each such venue. THE
PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.
[Signatures on the following page]
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EXHIBIT B
Services Agreement (General) Page 17 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
IN WITNESS WHEREOF, the parties hereto have reviewed and executed this Agreement and it is effective as of the Effective Date.
Owner: Insert Client Legal Entity Coldwell Banker: PLC Partnership, a California general partnership dba Coldwell Banker Brokers of the Valley
By: By:
Name: Name: Carolyn Roberts RE, Inc. by Carolyn Roberts Its: Its: President
Date: Date:
Address: Address: 1775 Lincoln Ave
City, State, ZIP: City, State, ZIP: Napa, CA 94558
By:
Name: Insert Broker Name Here
Its:
Date:
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EXHIBIT B
Services Agreement (General) Page 18 of 18 Form 2.1.1 (2024-08-29) Real Estate Broker Services
EXHIBIT C-1
LEGAL DESCRIPTION
Insert Description of Property - include complete property address, suite/unit where applicable, and space size "!
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Certificate Of Completion
Envelope Id: 2505BE07-7EBF-83AB-8045-DAED2E0962BB Status: Completed Subject: Please Docusign: Agreement C2026-624 ([email protected]) Source Envelope:
Document Pages: 32 Signatures: 4 Envelope Originator:
Certificate Pages: 4 Initials: 0 Anthony Cook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
955 SCHOOL STREET
NAPA, CA 94559
[email protected]
IP Address: 209.112.107.133
Record Tracking
Status: Original
7/9/2026 | 09:52 AM
Holder: Anthony Cook
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Signer Events Signature Timestamp
Carolyn Roberts RE, Inc. by Carolyn Roberts
[email protected]
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Signature Adoption: Pre-selected Style
Using IP Address: 173.164.241.49
Sent: 7/9/2026 | 09:55 AM
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Electronic Record and Signature Disclosure:
Accepted: 7/10/2026 | 10:16 AM
ID: e8c7475c-ad87-4b4e-b5f7-69abca684338
Company Name: City of Napa
Christopher Diaz
[email protected]
Interim City Attorney
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(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.77.212.174
Sent: 7/10/2026 | 10:17 AM
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Electronic Record and Signature Disclosure:
Accepted: 4/29/2026 | 10:36 AM
ID: 5b60bb95-377c-4666-8a3b-2065642e07e9
Company Name: City of Napa
Erika Leahy
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City Auditor
City of Napa
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Using IP Address: 216.194.106.46
Sent: 7/10/2026 | 04:20 PM
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Electronic Record and Signature Disclosure:
Accepted: 1/13/2026 | 09:11 AM
ID: f95ad2e6-fa6b-4028-89d9-0544e64c5dde
Company Name: City of Napa
Steve Potter
[email protected]
City Manager
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Using IP Address: 216.194.106.46
Sent: 7/10/2026 | 04:21 PM
Viewed: 7/13/2026 | 07:51 AM
Signed: 7/13/2026 | 07:51 AM
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Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Accepted: 7/13/2026 | 10:17 AM
ID: d9cc24b5-d8c7-4186-ae56-b0ddb8b2490c
Company Name: City of Napa
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Electronic Record and Signature Disclosure
EXHIBIT B
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Napa (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.
You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Napa:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise City of Napa of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous
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email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Napa
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number.
To withdraw your consent with City of Napa
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the checkbox next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Napa as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Napa during the course of your relationship with City of Napa.
EXHIBIT B