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HomeMy WebLinkAbout25G - AGMT - BROKERAGE SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 17, 2016 TITLE: AGREEMENT WITH CBRE FOR COMMERCIAL BROKERAGE SERVICES (STRATEGIC PLAN NO. 6, 1G ) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on Vt Reading ❑ Ordinance on 2 °a Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute an agreement with CBRE, subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide Commercial Brokerage services for the three -year term beginning May 18, 2016, through May 18, 2019, with provision for two one -year term extensions exercisable by the City Manager and the City Attorney, in an amount not to exceed $50,000 over the life of the agreement. 2. Authorize the Executive Director of Public Works to reject the sole noncompetitive Proposal for Residential Brokerage Services and re -issue a new Request For Proposal for the same service. 3. Approve the Inventory List of Remnant Commercial Properties to consider for sale. DISCUSSION Over the past 20 years, the City has acquired a number of properties for various projects throughout Santa Ana. These projects have been completed and the remaining parcels are no longer needed for City purposes. The desired brokerage services will primarily consist of financial and marketing analysis, and asset management, leading up to and including the ultimate sale of the remnant properties. During the agreement term, the firm's services will also be used as needed for general project real estate consulting. A Request for Proposals (RFP) for Residential and Commercial Brokerage services was posted on the City's website on November 13, 2015. Proposers were given the option of submitting individual proposals for either or both of these brokerage services. Five proposals for Commercial Brokerage services were received and four were deemed complete and responsive. The proposals were evaluated by a six - member committee comprised of staff from Public Works, 25G -1 Agreement for Commercial Brokerage Services May 17, 2016 Page 2 Planning and Building, Community Development, the City Manager's Office, and a member of the City of Anaheim's real property team, Each firm was rated according to its experience, qualifications, project understanding, staffing and project organization, financial stability, references, and cost. The following table is a list of the firms and their respective scores: Commercial Brokerage Services 1. CB RE 92.4 2, Starting Gate SPD Inc. 83.3 3. S er Van Ness 79.5 4. INCO Commercial 61.9 Staff recommends executing an agreement with CBRE, based on its high rating and experience in performing similar work with other public agencies. The consultant will receive a commission for properties sold based on a fixed percentage, Compensation for as- needed, general project real estate consulting will be at an hourly rate, for a total amount not to exceed $50,000. Only one proposal was received for Residential Brokerage Services. It is recommended that this proposal be rejected and a new RFP be issued for an extended submittal period to encourage interest and competition. W-11112reim 401111 Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). -# x There is no environmental impact associated with this action. Commissions on properties sold will be based on a fixed percentage per Fee Proposal (Exhibit 3). Funds for general project consulting services will be budgeted for anticipated expenditure in FY 2016/17 through FY 2020/21, if renewal options are exercised, as shown below: 25G -2 Agreement for Commercial Brokerage Services May 17, 2016 Page 3 Fund Name Public Works Agency Measure M2 Street Construction Measure M2 Street Construction Measure M2 Street Construction Measure M2 Street Construction Measure M2 Street Construction Fred Mous uip-Qu, Executive Director Public Works Agency FM /EWG /ML Account No. 03217662 -66220 03217662 -66220 03217662 -66220 03217662 -66220 Anticipated Expenditure in FY 2016 -17 2017 -18 2018 -19 2019 -20 2020 -21 Amount $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 50,000 APPROVED AS TO FUNDS AND ACCOUNTS: Exhibits: 1. Agreement 2. Inventory List of Remnant Commercial Properties 3. Fee Proposal 25G -3 Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement 2. Inventory List of Remnant Commercial Properties 3. Fee Proposal 25G -3 25G -4 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 18th day of May, 2016, by and between CBRE, Inc., a California Corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City„). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of Professional Commercial Brokerage services, including Real Property Analysis, Transactions, & Financial Analysis and Asset Management Services, B. Consultant represents that Consultant is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THE, REFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement, as previously set forth in Attachment I to RFP No. 15 -103, which shall be incorporated herein by this reference, including Task 1, Real Property Analysis, Transactions, and Financial Analysis, as well as Task 2, Asset Management Services, as applicable. The list of Remnant/Sellable Properties applicable to the Scope of Services is set forth in Exhibit B, attached hereto and incorporated into this Agreement by reference. Additionally, how Consultant will complete said services is discussed in Consultant's Proposal set forth in Exhibit C, attached hereto and incorporated into this Agreement by reference. Further, any Asset Management Services provided under Task 2 shall be subject to the Asset Management Services Terms and Conditions as set forth in Exhibit F attached hereto and incorporated herein by this reference. To the extent of any conflict between the terms of this Agreement and the Asset Management Services Terms and Conditions, Exhibit F shall control with respect to Asset Management Services. 21 COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit D, attached hereto and incorporated into this Agreement by reference, including the connnission structure provided for Task 1, Real Property Analysis, as well as the hourly rates provided for Task 2, Asset Management Services. The total sum to be expended under this Agreement for Task 2 shall not exceed $50,000.00 during the term of this Agreement. EXHIBIT 1 25G -5 b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. MENNEFIXIMM This Agreement shall commence on the date first written above and tenninate after three (3) years, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for up to two (2) additional one -year periods, upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible mediiun of expression, inohuding but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Any pre- existing intellectual property developed by Consultant is excluded from this section 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, vohmteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without 25G -6 limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, as applicable to Consultant's use of automobiles, C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d, Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City, (iv) Consultant shall supply City with a filly executed additional insured, endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such tennination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their 25G -7 behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence or otherwise wrongful conduct of the Consultant. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. In no case will Consultant be required to indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable relief caused by negligence of the City. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided. by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed Linder this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be 25G -8 disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City, 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified in Certifications, Exhibit E, attached hereto and incorporated in this Agreement by reference, 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and Executive Director — Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -5622 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: CBRE, Inc, Jeffrey Moore, Senior Managing Director 3501 Jamboree Road, Suite #100 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time 25G -9 set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: Ell As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications, Exhibit E, attached hereto and incorporated in this Agreement by reference. 17. JURISDICTION - VENUE 25G -10 This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, 25G -11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM. SONIAARV City A o eyl im RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director -- PWA CITY OF SANTA APIA DAVID CAVAZOS City Manager IIOURION) � ti—t11 25G -12 95- 2743174 Director EXHIBIT A SCOPE OF SERVICES 1. Real Prooerty Analvsis. Transactions, & Financial Analvsis 1.1 Perform purchase and/or sales transactions for the City. 1.2 Negotiate and execute leasing, licensing, and other real property contract agreements for the City. 1.3 Provide analyses and advice on real estate transactions. 1.4 Provide recommendations on the method of disposing of real property according to the SAMC code section 2 -706 through 2 -710 by the City. 1.5 Provide other related real property analysis and transaction services as required by the City. 1.6 Prepare market analyses, development feasibility and market studies to determine optimum use of properties; 1.7 Dispose of identified City property, including; prepare marketing packages, marketing plans, and provide brokerage and auctioning services as necessary to lease, sell, or exchange City -owned properties; 1.S Pro Forma 1.7.1 Perform economic and real estate market analysis; 1.7.2 Prepare financial reports and studies; 1,9 Market Study 1.S.1 Provide recommendations on feasible techniques and methods for financing real estate projects including public- private partnerships; 1.8.2 Market experts to provide fmancial/market analysis to assist with real estate decision making. 2. Asset Management Services 2.1 Advertise for prospective tenants of City - owned, property, provide property security, prepare properties for lease and show available properties; 2.2 Collect rentals of City -owned properties, provide janitorial services, landscaping services, repair and preventative maintenance work, fill vacancies, and evict bad tenants; 2.3 Provide for revenue concession and license management, concessionaire liaison, rent collection/reporting, inspections and lease compliance of City -owned properties; 2.4 Prepare market analyses, development feasibility and market studies to determine optimum use of properties; 25G -13 2.7 Provide real estate support services such as graphic services, map preparation, aerial photography, and courier services; 2.8 Perform lease, license, and other real estate document compliance reviews and work with City agencies to correct deficiencies; 2.11 Review cost of improvement estimates; 2.12 Assist City agencies with inspections of improvements, creation and correction of "punch list" items, and final acceptance of improvements; 2.14 Perform or arrange for safety inspections; 2.16 Provide or arrange for handyman services such as carpentry, painting, repairs, electrical, plumbing; 2.17 Provide other related asset management services as required by the City. 2.18 Conduct rental surveys and site surveys. City Responsibilities: City will provide the draft inventory of properties, maps, available property information and any other pertinent documents to consultant. Consultant is responsible for the final inventory catalogue of the Properties. Consultant is responsible for the accuracy of the final product. 25G -14 EXHIBIT B LIST OF REMNANT /SELLABLE COMMERCIAL PROPERTIES 25G -15 CITY OF SANTA ANA LIST OF REMNANT COMMERCIAL PROPERTIES April 2016 APN Remnant Area, Futura Lot Area Remnant, Street Address 004 - 123 -48 14,500 24,700 828 N BRISTOL ST 004- 123 -52 10,200 828 N BRISTOL ST 405 - 065 -18 2,850 14,850 518 N BRISTOL ST 405 - 065 -19 2,850 514 N BRISTOL ST 405- 065 -38 9,150 510 N BRISTOL ST 008- 081 -28 3,200 8,950 517 N BRISTOL ST 008- 081 -26 5,750 515 N BRISTOL ST 008 - 082 -29 5,200 5,200 1247 W SANTA ANA BLVD 008 - 091 -01 7,300 21,100 315 N BRISTOL ST 008 - 091 -02 6,450 1244 W SANTA ANA BLVD 008 - 091 -13 950 303 N BRISTOL ST 008 - 091 -14 6,400 1247 W 3RD ST 109 - 266 -17 33,660 33,660 1416 S BRISTOL ST 015 - 194 -40 7,230 17,540 2235 S BRISTOL ST 015- 194 -37 10,310 1211 W WARNER AVE 405 - 121 -06 3,976 3,976 801 N ENGLISH ST 398 - 385 -03 6,250 18,771.61 1222 E 4TH ST 398- 385 -04 6,250 1225 E 4TH ST 398 - 385 -05 6,272 1221 E 3RD ST 398- 453 -06 1 24,936 24,936 202 N GRAND AVE 398 - 236 -01 1,369 1,369 621 N SPURGEON ST 144 - 303.22 599 599 3706 W CAMILE ST 403. 121 -30 505 505 1730 S GRAND AVE 007- 203 -24 4,000 4,000 1503 W 1ST ST 099 - 224 -33 1 5,000 5,000 114 N EUCLID ST 398- 492 -14 5,814 5,814 1 823 E 1ST ST 007 - 332 -08 17,424 177424 1901 W WALNUT ST 25G -16 EXHIBIT C CONSULTANT'S PROPOSAL 25G -17 Table of Contents STATEMENT OF QUALIFICATIONS a. Cover Letter b. Agreement Statement c. Firm &Team Qualifications d. Understanding of Need e. Proposed Staffing & Project Organization f. References g. Schedule h. Fees CERTIFICATIONS 25G -19 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES STATEMENT OF QUALIFICATIONS 25G -20 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES a. Cover letter Mr. Jason Gabriel Project Manager, Principal Civil Engineer City of Santa Ana, Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Re.: RFP #15 -103 for On -Call Commercial Brokerage Services Dear Mr. Gabriel, T +1 714 371 9250 Jeff.Moore .cbre com Rick. Warner cbre.com 3501 Jamboree Road, Suite 100 Newport Beach, CA 92660 On behalf of the project team representing CBRE, Inc. ("CBRE"), we are pleased to submit this response to the City of Santa Ana (the "City ") regarding on -call brokerage services for the City's surplus commercial real estate portfolio. The enclosed Statement of Qualifications demonstrates CBRE's ability to provide all services requested in the Scope of Work for commercial properties and the disposition of the City's surplus commercial real estate. We have kept our response succinct, as requested, and have highlighted our experience with real property inventory catalogues for other municipalities for all commercial uses, including improved and unimproved parcels, as well as our ability to maximize sale value while mitigating risk, meeting required timeframes and ensuring certainty of close. Your real estate team, which includes Jeff Moore, Rick Warner and Tom Abel, includes strategic public advisors and disposition specialists who have hands -on experience working with entities like the City, the development community, end users and financiers —as well as decades of experience with and unmatched knowledge of the local and regional commercial real estate markets, With CBRE's eight Southern California offices — include the cities of Orange, Newport Beach, Ventura, Universal City, Downtown Los Angeles, Beverly Hills, Ontario and the South Bay —we are strategically positioned to assist the City with full -area coverage, including specialists in all sub- markets and product types required for the successful completion of all related projects. We have proudly served the Orange County region since 1952 and hold the largest market share of all commercial real estate firms in the region by a significant margin. Our vast resources are built upon proven best practices and leadership talent, offering reliable, transparent and market - tested approaches to support public sector operations. Our partnership will be built upon continual communication, including receiving approvals on offering letters and marketing materials, maintaining status update calls and any requested meetings to discuss progress. Our seasoned team will effectively work side -by -side with City officials to ensure that the best outcome for each property will be achieved. We are confident in our ability to assist the City with this important assignment, and thank you for the opportunity to present our qualifications. Best regards, un. Jeff Moore Rick Warner Senior Managing Director, Orange County Senior Vice President, Orange County CBRE 25G -21 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES b. Agreement Statement STANDARD AGREEMENT CBRE agrees to use the sample Standard Agreement included as RFP Attachment 2 as the starting template for our contract with the City. We have included a note from our Legal team regarding a few areas we wish to discuss further with the City prior to execution of any contract. as requested. Please refer to the Appendix for this memo. 25G -22 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES c. Firm and Team Qualifications Jeff Moore, Executive Oversight (Lic. 00459202) 128 Years with CBRE Jeff Moore Is a Senior Managing Director at CBRE, overseeing the Orange County Region since 2007. He is responsible for overseeing operations, business development and client relations for all lines of business in the Orange County offices, which together include 95 sales and leasing professionals, as well as fully staffed Property Management, Project Management, Appraisal, Property Marketing and Debt & Equity Finance. Rick Warner, Public Sector Strategic Advisor (Lic. 00645389) 130 Years with CBRE Rick Warner is a Senior Vice President with CBRE who specializes in landlord /owner representation. With a 30 -year career in commercial real estate marked by forward - looking client solutions and consistent results, Rick is recognized as a preeminent broker in the greater Orange County market. His ability to uncover new solutions to complex challenges has resulted in his disposition of over 35 million SF, totaling more than $5 billion. Rick's determination to exceed his clients' expectations has enabled his team to become the top - ranked office authority across the greater region. Thomas A. Abel, Single Point of Contact (Lic. 00985659)l 28 Years with CBRE r Thomas Abel is a First Vice President with CBRE and a recognized leader in office sales and leasing throughout Orange County. Since beginning his career with CBRE in 1988, he has successfully executed office transactions in excess of 5.5 million SF. With every deal, Tom's focus remains squarely on driving results for his clients, including delivering substantial real estate - related cost savings to each company's bottom line. This client- centric commitment has earned him a position among the leading CBRE professionals in Southern California every year for over 20 years. 25G -23 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES c. Firm and Team Qualifications Janet G- ig ,s, Transaction Coordinator i 19 Years with CBRE Janet Grigas joined CBRE in 1996 as an Administrative Word Processor. In 1997, Janet accepted the position of Deal FileNoucher Secretary, and in 1998 moved into a Client Services Specialist position. She supports the team's transaction coordination needs by managing all documentation and client services activities to ensure a streamlined process with excellent service. CBRE has the largest platform of integrated commercial real estate services in the industry — from Brokerage and Asset Services to Debt & Equity Finance, Valuation, Project Management, and everything in between. Our team will leverage CBRE's resources as needed to support the disposition process (including property marketing, mapping & demographics, etc.) and will call upon additional CBRE service lines if and when the City deems it appropriate to help meet the City's evolving goals and needs. Full professional profiles and licenses for CBRE team leaders are included in the Appendix, 25G -24 CBRE I PROPOSAL TO THE CITY OFSANTAANA FOR COMMERCIAL BROKERAGE SERVICES c. Firm and Team Qualifications SIGNIFICANT EXPERIENCE WITH SIMILAR TRANSACTIONS & MUNICIPALITIES The CBRE team has decades of experience representing entities like the City in economic development, master planning and disposition assignments throughout Southern California and across the U.S., including the following key projects. • City of San Juan Capistrano —Sold 170 -acre Rancho Capistrano Property, 35 acres for the commercial development of Senior Housing • City of San Juan Capistrano, Lot 217 — Sold 4.79 acres (3.39 usable acres) for new commercial development • AT &T, Downtown Anaheim Property — Sold 4.5 acres for a high- density residential development to a publicly traded REIT • City of Long Beach, Boeing Property — Parceled and sold 220 acres for commercial office and mixed use • City of Anaheim, Boeing Property — Parceled and sold 100 acres for commercial office and mixed use County of San Bernardino — Economic development throughout the County • City of Fontana — Procured theatre and restaurants for the City • City of Monrovia — Sold all former redevelopment agency properties • City of Azusa — City -wide economic development plan; sold four city -owned properties • City of Claremont — Created city -wide master plan for economic development while assisting the sale of all former redevelopment agency land • City of Chino Hills — Created city -wide master plan for economic development • City of Tustin — Retail analysis for former Hanger at the District • City of El Monte —Assisted with city -wide economic development, including the sale of city - owned land • City of Placentia — Retail analysis for the entire city • City of Barstow — Created master plan for a 700,000 -SF new city center • City of Los Angeles — Evaluation of excess city space • City of Coralville, Iowa — Created a 100 -acre master plan • City of Avondale, Arizona — Created a master plan for their outlet center • City of Denver, Colorado — National retail overview to assist in economic development CBRE 5 25G -25 CBRB I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES c. Firm and Team Qualifications EXPERIENCE WITH THE CITY OF SANTA ANA The CBRE team represented the City of Santa Ana in the successful disposition of its nine -acre parcel of freeway frontage land, including: • Three acres to Crown Realty In the development of a hotel • Three acres to State Compensation Insurance Fund for the development of commercial office space • Three acres to Xerox Corporation to develop commercial office space SELECT LANDLORDS & DEVELOPERS PERSONALLY REPRESENTED Panattoni w The Boeing Corporation Davis Development o ING Crown Realty A Transpacific m UBS WCB Alberfsons Development z Legacy Partners Hillman Properties m Milan Properties s Lincoln Properties Cornerstone RE w EOP TA Associates Advisers s Spieker Properties Hutton Associates Q Mass Mutual f Arden Birtcher Development LBA w Abbey Co. LNR Deutsche Bank v Maguire Development Hudson Capital (RREEF) Catellus Kilroy CBREI AT &T w The Boeing Corporation v South Orange County R Xerox Corporation Washington Mutual g Community College District ( "Chase ") Home Depot . Ericsson Business Alberfsons State Compensation p Communication . Prudential Insurance Insurance Fund Merrill Lynch, Yamaha L.A. County Office of Education , General Electric Z :_ 6 25G -26 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES d. Understanding the Need UNDERSTANDING THE CITY's GOALS a NEEDS CBRE leads the industry in public sector experience, providing services to more than 100 state and local governments across the country through CBRE's Public Institutions and Education Solutions ( "PIES ") practice. PIES enhances CBRE's ability to share best practices from other states, counties and cities, and can advise on the effect of current market conditions — Including state and municipal budget shortfalls- -and their influence on real estate decisions. As demonstrated in the previous section, our CBRE team has extensive experience supporting public sector entities like the City in the disposition of core and surplus real estate assets, including land parcels and the full range of commercial properties. Our team's meticulous, transparent process has been refined over the past 15+ years in partnership with our public sector clients to ensure we best meet their unique goals and needs. We understand the City has expressed the following key objectives for this assignment — optimizing sale value, minimizing costs, accelerating the process and ensuring quality performance for a diverse, surplus portfolio, We have achieved these same goals for other public and private sector clients as well. We will employ our proven process and tailor the disposition strategy to the needs of each specific requirement and the realities and trends of each market and target buyer pool. In response to Question F (Schedule), we have included a timeline that outlines the steps necessary for the successful completion of each disposition assignment and the implementation of the Scope of Work outlined under Task 1: "Real Property Analysis, Transactions & Financial Analysis" for Al: "Commercial Brokerage Services ". It is important to note that CBRE also has all services and resources required to effectively implement the Scope of Work described under Task 2: "Asset Management ". We respectfully request the opportunity to discuss the City's portfolio goals and vision further prior to assigning the best Asset Services team members and establishing the optimal approach for this potential scope of work. CBRE's experience with a broad array of property management challenges and opportunities has enabled the firm to build the industry's preeminent Asset Services platform. Our focus on value -add service delivery, high -touch tenant relations and communication, streamlined efficiencies and cost savings, accurate and timely reporting, and scrupulous maintenance have enhanced the performance level of our clients' valued assets worldwide. If the City elects to move forward with the Task 2 scope of work, we will leverage CBRE's Asset Management expertise, platform and tools to tailor a service delivery program that allows for individual property and overall portfolio goals to be achieved. We look forward to discussing this further with the City r 25G -27 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES e. Proposed Staffing and Project Organization PROPOSED STAFFING & TEAM ORGANIZATION CBRE has been a leader in the Orange County commercial real estate market for over 60 years, and is the largest full - service national brokerage firm in the area — bringing together strong ties and involvement in the local community with the resources of the world's largest commercial real estate services firm to benefit the City with this complex assignment. Our team includes the following specialists and support. 8 Offices 1 500+ Brokerage Professionals 1 #1 Market Share Asset Services I Capital Markets I Land Sales Group I Mapping & Demographics Project Management I Property Marketing I Public Institutions Practice I Valuation L 25G -28 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES f. References City of Claremont 1 Contract Value: $5,000 to $6,500 (Monthly Retainer) 11 -Acre Strategic Evaluation and Planning Development: Beginning in June of 2009, Erik Westedt led the CBRE team in hosting ground -up, citizen- attended meetings to gain community support for City developments for all vacant, non - residential real estate properties. Knowing they had the support of the community, the City proceeded with a voter - polled execution strategy, continuing up to the present. Reference: Tony Ramos I City Manager, Claremont +1 909 399 54411 tramos(a?ci.claremont.ca.us 207 Harvard Avenue l Claremont. CA 91711 City of San Juan Capistrano I Contract Value: $3.6 Million (Total Sale Value) "Lot 217" Managed Bid Process: In August of 2012, Rick Warner and Jim Penner of CBRE were selected by the City of San Juan Capistrano to sell the land known as Lot 217, which consisted of 4.79 acres (3.39 usable acres), and successfully closed in November 2013. While Karen was our point of reference for this property, the current contact who can speak to our abilities is Cynthia Russell, Chief Financial Officer, who can be reached at; +1 949 443 6301 01 crussell @sanjuancapistrano.org. Reference: Karen Brust l Former City Manager, San Juan Capistrano +1 949 488 3874 l kbrust(rDsanivancapistrano.org 32400 Paseo Adelanto l San Juan Capistrano, CA 92675 Cities of Long Beach & Anaheim I Contract Value: $14.7 Million (Tort! Sale Value) Boeing Property, Managed Bid Process: Rick Warner was a member of the CBRE Team responsible for Boeing's successful disposition —to multiple parties —of 220 acres at two locations: the City of Long Beach and the City of Anaheim (2006 -2014, combined). This included both land and improved industrial space. Reference: Stephane M. Wendel l Seller's Representative, Boeing +1 562 497 6150 1 stephane.m.wandelQ6oeing.gam 2201 Seal Beach Boulevard, Building 80 1 Seal Beach, CA 90740 C� =13�I 25G -29 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES f. References City of Chino Hills I Contract Value: $5,000 to $6,500 Nionthiy Reta nerj City -Wide Master Plan: In 2014(2015, Erik Westedt and Scott Kaplan supported the City of Chino Hills in the creation of a city -wide master plan for economic development. Reference: Joann Lombardo I Director +1 909 364 2740 1 jlombardo@chinohills.orq 14000 City Center Drive I Chino Hills, CA 91709 City of Azusa i Contract Value: $5,000 to $6,500 (Monthly Retainers City -Wide Master Plan: In 2015, Scott Kaplan and Eril< Westedt successfully created a city- wide economic development plan on behalf of the City of Azusa and sold four city -owned properties. Reference: Troy Butzlaff ( City Manager +1 562 497 6150 1 tbutziaff @ci_azusa.ca.us 213 E Foothill Boulevard I Azusa, CA 91702 r m 25G -30 CBRE I PROPOSAL TO THE CITY OF SANTA ANA FOR COMMERCIAL BROKERAGE SERVICES g. Schedule The primary scope of work requested in this RFP to which CBRE is responding is the disposition of the City's surplus commercial properties. Below is a snapshot of the process our team would follow for the marketing and sale of such properties, which covers all activities included under the Scope of Work: "Real Property Analysis, Transactions & Financial Analysis" for Commercial Brokerage Services (A1). We have noted the amount of time required for each activity, the responsible party (CBRE Team and/or the City) and key milestones required for the successful completion of the process. Please refer to the Appendix for a larger version of the below process chart. i P' ■ I } 11 25G -31 EXHIBIT D FEE PROPOSAL 25G -32 APPENDIX EXHIBIT B FEE PROPOSAL Task 1- Commission Structure RepYesen�at�on 5�tu�tiqu P���e�t���e I'eir�e�ntt�ge �P'�res�utag4 dor,"aie� fox Se �6Sn � Px1311t0 R1GE�6r �ILlt3e0C In a cooperating brokerage situation* what is the total proposed brokerage fee? Assume 6% 5% 5% split is 50150. In situation without a cooperating broker what will the total brokerage fee be? 5% 4% 3.5% * Cooperating broker can be other CBRE brokers (other than Rick Warner, Scott Kaplan or Erik Westedt) who represent the buyer. Costs associated with the marketing materials will be absorbed by CBRE. Any necessary engineering, environmental, surveys, reports, etc., if any, to be paid for by the City. Task 2- Hourly Rates: Submit fixed hourly rate fees for Task 2 services in accordance to Section IV-13-3. FEE PROPOSAL for all the classification. Senior Vice President $350 per hour Vice President $250 per hour Associate $100 per hour City of Santa Ana RFP 15 -103 Page 23 25G -33 EXHIBIT E CERTIFICATIONS 25G -34 ATTACHMENT 3 -1: NON- COLLUSION AFFIDAVIT CITY OF SANTA ANA. REQUEST FOR PROPOSALS FOR ON CALL RESIDENTIAL & COMMERCIAL BROKERAGE SERVICES RFP NO.; 15 -103 NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CiTY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf or, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or confcrence with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note,. The above Non- collusivb Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-collusion Affidavit. BIDDERS are cautioned that making a false certification may sLb*t thplicnifier to criminal prosecution, Signed State of California Subscribed and sw (or affirmed) before me on this day of proved ro me on the basis o ' factory evidence to be the person(s) who a Notary Public Signature „,,- Notary Public, Seal City of Santa Aft RFP 15 -103 Page 24 25G -35 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 XPee Attached Document (Notary to cross out lines 1-6 below) See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. I Signature of Document Signer No. 2 rif any) [�Anotary public or other offloor computing this cerMficate verifies only the ident of the individuall %wNho signed the notary public document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _e7 eAA16je,_ a. Sea/ Place Notary Seat Above Subscribed and swom to (or affirmed) before me on this __Ld day ofbgdg—ni-b&t, 20-L:_T by Date Month Year (and Name(s) of Signier(s) proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Slgnatur w Signature of Notary Public 02014 National Notary Association - www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5910 N 25G-36 APPENDIX ATTACHMENT 3 -2. NON »LOBBYING CEi3TIFICATI0N CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON CALL RESIDENTIAL & COMMERCIAL BROKERAGE SERVICE RFP NO.. 15 -103 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf ofthe undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee ofCongress, or an employee of a Member of Congress in connection with the awarding ofany flderat contract, the making of federal grant, ilia making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure. of Lobbying Activities' . This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Title 31, U. S. Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than S100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included In all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa" €2FP 15 -103 Page 25 25G -37 ♦•; APPENDIX ATTACHMENT 3 -3: NON - DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA BEQUEST FOR PROPOSALS FOR ON CALL RESIDENTIAL & COMMERCIAL BROKE, RAGE SERVICE RFP NO.: I5-I03 Tho undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to iris /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared Ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized In Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ale RFP 15.103 Page 26 25G -38 7. The Consultant shall Include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Slats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imi)Rsed,f(r a violation of the Chapter, Signed: Title: Firm: Bate: 1'2 — (6?-I .W City of Santa Ada RFP 15 -103 Page 27 25G -39 APPENDIX ATTACHMENT 3 -4: COMPANY INFORMATION CERTIFICATIONS A. COMPANY PROFILE: Company Legal Name: CBRE Group, Inc Company Legal Status (corporation, partnership, etc.): Corporation Business Address: 3501 Jamboree Rd., Suite 100, Newport Beach, CA 92660 (D .C. reeional headquarters) W'ebsite Address: _ www. cbre. com_( rwvw.cbre.com /investorrelations for financial filings) Telephone Number: (949) 725 -8500 Facsimile Number: (949) 725 -8545 _ E -mail Address: _Primary Contact: Erik.Westcdt @cbre.com Length of time the firm has been in business providing Professional Real Estate Services: _109 years Length of time at current location: _20 years / 60+ years in Newport Beach Is your firm a sole proprietorship doing business tinder a different name; _Yes X No If yes, please indicate sole proprietor's name and the name you arc doing business under: Is your firm incorporated: _X—Yes No If yes, State of Incorporation: Delaware Federal Taxpayer ID Number: _952743174 Regular business hours: M - F, 8 :Q0 AM - 6M PM Regular holidays and hours when business is closed: New Year's Day, MLK Day, President's Day, Memorial Day, Indepedeace Day, Labor Day, Thanksgiving Day & Day After, Christmas Eve & Christmas Day, New Year's Eve Contact person in reference to this RFP: Erik Wostedt Telephone -Number: (213) 545 -4500 Facsimile Number: (213) 613 -3005 Email Address:— Erilc,Westedt @cbre.com Cell Number: (213) 545 -4500 Contact person for accounts payable: Sandra Salvin Telephone Number: (949) 725.8572 Facsimile Number: (949) 725 -8545 Email Address:_Sandra.Salvin @cbre,com Cell Number: Name of service manager: Jeff Moore Telephone Number: (949) 725 -8600 Facsimile Number: (949) 725.8628 Email Address:-Ieff.Mooi-e@cbro.com Cell Number�L949) 939.6041 In the event of an emergency or declared disaster, the following Information is required; Name of contact during non - business hours: Eric Westedt Telephone Number: (213) 545 -4500 Facsimile Number: (213) 613 -3005 Email Address: Erik.WestedtZebre.Com Cell Number: (213) 545, 4500 22 City of Santa Ana RFP 15 -103 25040 I3 C. Fill COMPANY HISTORY: For any business structure, provide history of acquisition, buyouts or mergers with other entities for the past five (5) years. Attach detailed information regarding any prior and pending litigation, liens, or claims involving the Proposer, ❑ No action pending FINANCIAL STATUS: ❑ No prior action © Information Attached Proposer shall indicate whether Proposer, its principals, directors, or majority shareholder(s), or any company Proposer has held a controlling interest in, or which has held a controlling interest in Proposer, has ever filed or has been involuntarily put into bankruptcy or has been declared bankrupt. If yes, attached statement indicating the bankruptcy date, court jurisdiction, trustee's name and telephone number, amount of liabilities, amount of assets and current status of bankruptcy. Attach detailed information regarding any prior and pending litigation, liens, or claims involving the Proposer ❑X No action pending LITIGATION STATUS: ® No prior action ❑ Information Attached Proposer shall provide detailed information regarding current and prior lawsuits (court and case number), liens, or claims filed on behalf of and against Proposer, or any company Proposer holds a controlling interest in, or any company that holds an interest in Proposer in the past five (5) years. Attach detailed information regarding any prior and pending litigation, liens, or claims involving the Proposer. ❑ No action pending ❑ No prior action © Information Attached 23 City of Santa Ana RFP 15 -103 25GZ41 EXHIBIT F ASSET MANAGEMENT SERVICES TERMS AND CONDITIONS 25G -42 EXHIBIT F ASSET MANAGEMENT SERVICES TERMS AND CONDITIONS Vendor Contracts, CBRE, Inc. ( "Consultant ") shall negotiate contracts on behalf of City with third patty vendors ( "Vendors ") for the operation, repair, maintenance and servicing of a property, consistent with industry standards. Such service contracts shall be entered into with Vendors by Consultant as agent for and in the name of City and terminable with respect to the property on 30 days notice or less, unless otherwise approved by City ( "Vendor Contracts"), Consultant shall require that any Vendor performing work on the property maintain insurance satisfactory to City. Consultant shall obtain certificates of insurance for all such insurance and furnish copies to City upon request. The funds necessary to pay for such services shall be paid by City. 2. Environmental Risk Management. Notwithstanding anything to the contrary contained herein, City acknowledges and understands that Consultant is not qualified to (x) evaluate the presence or absence of hazardous or toxic substances, mold, waste, materials, electromagnetic field, radon, radioactive materials, or other environmental concerns under applicable law, upon, within, above, or beneath the Property (collectively, "Hazardous Materials "); (y) maintain or evaluate compliance with environmental, Hazardous Materials or waste laws, rules and regulations; or (z) conduct or ensure clean-up or remediation of Hazardous Material spills or contamination. Any environmental assessment report for a property will be obtained from an independent environmental consultant retained by City. In no event will Consultant make an independent determination as to the presence or absence of Hazardous Materials, or whether City, the Property or any particular tenant is in violation or compliance with any laws relating to Hazardous Materials ( "Hazardous Materials Laws"), Consultant shall have no obligation or liability with respect to the abatement, clean -up or remediation of any spill of or contamination from any Hazardous Materials relating to a property. City agrees that, with respect to any abatement, clean-up or remedial action, City shall employ a qualified and licensed environmental clean-up company to undertake such responsibilities. 3, Insurance (a) During the Term, Consultant shall maintain 'the following insurance relating to its services hereunder: INSURANCE Workers' Compensation Employer's Liability Commercial General Liability insurance Business Automobile Coverage Professional Liability Insurance Fidelity or Commercial Crime (Employee Dishonesty) Umbrella Liability Insurance LIMITS $;1,000,000 per accident. $1,000,000 per accident $1,000,000 per occurrence/ $2,000,000 annual aggregate $1,000,000 per accident $1,000,000 per occurrence/ $2,000,000 amoral aggregate $2,000,000 per occurrence $5,000,000 per occurrence and annual aggregate Consultant may fulfill its liability insurance obligations through any combination of primary and umbrella coverage. Upon request, Consultant shall famish City certificates of insurance evidencing the insurance coverage required under this subsection. Should Consultant's insurance coverage be cancelled or non renewed for any reason, Consultant shall endeavor to provide City 30 days prior written notice of such cancelation or non- renewal. 25G -43 25G -44 CITY OF SANTA ANA LIST OF REMNANT COMMERCIAL PROPERTIES April 2016 APN Remnant Area Future Lot Area Remnant Street Address 004 - 123 -48 14,500 24,700 828 N BRISTOL ST 004 - 123 -52 10,200 828 N BRISTOL ST 405 - 065 -18 2,850 14,850 518 N BRISTOL ST 405 - 065 -19 2,850 514 N BRISTOL ST 405 - 065 -38 9,150 510 N BRISTOL ST 008 - 081 -28 3,200 8,950 517 N BRISTOL ST 008 - 081 -26 5,750 515 N BRISTOL ST 008 - 082 -29 5,200 5,200 1247 W SANTA ANA BLVD 008 - 091 -01 7,300 21,100 315 N BRISTOL ST 008 - 091 -02 6,450 1244 W SANTA ANA BLVD 008 - 091 -13 950 303 N BRISTOL ST 008 - 091 -14 6,400 1247 W 3RD ST 109 - 266 -17 33,660 33,660 1416 S BRISTOL ST 015 - 194 -40 7,230 17,540 2235 S BRISTOL ST 015 - 194 -37 10,310 1211 W WARNER AVE 405 - 121 -06 3,976 3,976 801 N ENGLISH ST 398 - 385 -03 6,250 18,771.61 1222 E 4TH ST 398 - 385 -04 6,250 1225 E 4TH ST 398 - 385 -05 6,272 1221 E 3RD ST 398 - 453 -06 24,936 24,936 202 N GRAND AVE 398 - 236 -01 1,369 1,369 621 N SPURGEON ST 144 - 303 -22 599 599 3706 W CAMILE ST 403 - 121 -30 505 505 1730 S GRAND AVE 007 - 203 -24 4,000 4,000 1503 W 1ST ST 099 - 224 -33 5,000 5,000 114 N EUCLID ST 398 - 492 -14 5,814 5,814 823 E 1ST ST 007- 332 -08 17,424 17,424 1901 W WALNUT ST EXHIBIT 2 25G -45 25G -46 FEE PROPOSAL Task 1- Commission Structure Representation Situation Percentage Percentage Percentage for Sale " for Sale for Sale Price up to Price Over Price over $1.0 Million $1.0 Million $5.0 Million In a cooperating brokerage situation* what is the total proposed brokerage fee? Assume 6% 5% 5% split is 50150. In situation without a cooperating broker what will the total brokerage fee be? 5% 4% 3.5% * Cooperating broker can be other CBRE brokers (other than Rick Warner, Scott Kaplan or Erik Westedt) who represent the buyer. Costs associated with the marketing materials will be absorbed by CBRE. Any necessary engineering, environmental, surveys, reports, etc., if any, to be paid for by the City. Task 2- Hourly Rates: Submit fixed hourly rate fees for Task 2 services in accordance to Section IV -13-3. FEE PROPOSAL for all the classification. Senior Vice President $350 per hour Vice President $250 per hour Associate $100 per hour 00121e31rt3 25G -47 25G -48