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HomeMy WebLinkAboutContract 1208-3 . . (.., (...._ , ,9 ,0,3. . , • r A 1 R EXCLUSIVE LISTING AGREEMENT FOR SUBLEASE OR ASSIGNMENT OF LEASE OF REAL PROPERTY (Non-Residential) AIR COMMERCIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS("BASIC PROVISIONS"). 1.1 Parties: This agency Agreement("Agreement"), dated for reference purposes only April 14, 2016 ,is made by and between City of Cathedral City as Successor Agency to the former Redevelopment Agency , whose address is 67800 Avenida Lalo Guerrero, Cathedral City, CA 92234 , telephone number ( 760 ) 770-0386 , Fax No. ( 760 ) 202-2552 , ("Assignor/Sublessor"), and Coldwell Banker Commercial Lyle & Associates whose address is 78000 Fred Waring Drive #200, Palm Desert, CA 92211 , telephone number(760 )772-6400 , Fax No.(7 60 )772-6499 ,("Agent"). 1.2 Master Lease: That certain lease dated February 15, 2004 ,which lease was amended on the following dates March 7, 2007 (if there are no amendments,write"NONE") ("Master Lease"), entered into by and between Tramview Land Company, a California General Partnership , as,lessor("Master Lessor")and CCC Properties, LLC, a California limited liability company, assigned March 7, 2007 to Redevelopment Agency of the City of Cathedral City, a public body, corporate and politic,as lessee.(See also Paragraph 3.) 1.3 Property: The real property which is the subject of this Agreement,which consists of(check the appropriate box) 0 all or❑a part of the premises leased to Sublessor under the Master Lease,is commonly known as APNs 687-510-044 and 687-510-045 (formerly 67833 East Palm Canyon Drive) , located in the City of Cathedral City , County of Riverside , State of California , and generally described as (describe briefly the nature of the property): two vacant parcels on the south side of East Palm Canyon Drive west of Margot Murphy Way; Map 36428, Parcels 9 and 10; See Exhibit A ("Property"). (See also Paragraph 3) L4 Term of Agreement: The term of this Agreement shall commence on April 14, 2016 and expire at 5:00 p.m.on October 31, 2016 ('Term"). 1.5 Sublease/Asslgment Terms: Agent is employed to sublease/assign all or a portion of the Property on the following terms: a 1 1 t e r m s a n d conditions acceptable to Sublessor/Assignor or such other terms as may be agreeable to Sublessor/Assignor. 1.6 As used herein the term Sublease shall include: (1) a Sublease of all or any portion of the Property for all or any portion of Sublessor's lease term;(2)an assignment of all or any portion of Sublessor's lease or lease term; or(3)any other transaction or event which causes or allows Sublessor's liability under the lease to be reduced or terminated, including without limitation lease termination for any reason,Assignment of Master Lease,and/or Master Lease buyout. 2. EXCLUSIVE EMPLOYMENT AND RIGHTS. 2.1 Sublessor/Assignor hereby employs Agent as Sublessor/Assignor's sole and exclusive agent to represent Sublessor/Assignor in subleasing the Property or assigning the existing Master Lease.Agent shall use reasonably diligent efforts to find a sublessee/assignee. All negotiations and discussions relating to subleasing/assignment shall be conducted by Agent . behalf NA< PAGE 1 OF 6 ' INITIALS INI S 01997-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SA-5-09!15E of Sublessor/Assignor. Sublessor/A55ignor shall promptly disclose and refer to Agent all written or oral inquiries or contacts received by Sublessor/Assignor from any source regarding a possible sublease of the Property. 2.2 Sublessor/Assignor authorizes Agent to: (a) Place advertising signs on the Property; (b) Place a lock box on the Property if vacant; (c) Accept deposits from potential Sublessees/Assignees;and (d) Communicate the availability of the Property for sublease/assignment and distribute all information regarding the Property to participants in THE MULTIPLE ("MULTIPLE") of the AIR Commercial Real Estate Association ("AIR")and/or any other appropriate local commercial multiple listing service,to other brokers,and to potential sublessees. Agent shall not,without Sublessor's/Assignor's consent, disclose the monetary terms of the Master Lease. Unless otherwise instructed,Agent shall censor the Master Lease's monetary terms prior to its distribution. Sublessor/Assignor shall identify as "confidential" any communication or information provided to Agent that Sublessor/Assignor considers confidential and does not want disclosed. All other information provided by Sublessor/Assignor may be disclosed as Agent may deem appropriate or necessary. Agent may publicize the terms of any consummated sublease/assignment. 2.3 Agent shall comply with the Rules of Professional Conduct of the AIR, if a member or if not,the Rules of Professional Conduct of the Society of Industrial and Office Realtors, and shall submit the Property as available for sublease to the MULTIPLE. Agent shall cooperate with participants in the MULTIPLE and may, at Agent's election, cooperate with other real estate brokers (collectively "Cooperating Broker"). A Cooperating Broker may,as a third-party beneficiary hereof,enforce the terms of this Agreement against Sublessor or Agent. 2.4 If Agent finds a prospective sublessee/assignee for all or a part of the Property, Sublessor/Assignor hereby authorizes Agent also to represent and act as the agent for such sublessee/assignee and Sublessor/Assignor consents to such dual agency. If a Cooperating Broker finds such a sublessee/assignee,then Agent shall act as agent for Sublessor/Assignee only,the Cooperating Broker shall act as agent for the sublessee/assignee only,and the Cooperating Broker shall not be Sublessor/Assignor's agent,even though the Cooperating Broker may share in the commission paid by Sublessee/Assignee SublessoF to Agent. A Cooperating Broker shall not be an agent or subagent of Sublessor/Assignor or Agent. Sublessor/Assignor hereby agrees that Agent may represent and act as the agent for the Master Lessor,and Sublessor/Assignor consents to such multiple agency. 3. PROPERTY;MASTER LEASE. 3.1 The term"Property"shall include all of the following which are owned by Sublessor/Assignor,currently on or in the Property,and are permitted to be transferred under the Master Lease: permanent improvements, electrical distribution systems, power panels, buss ducting,conduits,disconnects, lighting fixtures,telephone distribution systems(lines,jacks and connections), space heaters,air conditioning equipment,air lines,carpets,window coverings,wall coverings,partitions,doors,suspended ceilings,and built-ins,such as cabinets. 3.2 Sublessor/Assignor shall fully and timely perform all of Sublessor/Assignor's obligations under the Master Lease and maintain the Master Lease in good standing. 3.3 Within 5 business days after the commencement of the Term hereof,Sublessor/Assignor shall provide Agent with the following: (a) A true,correct and complete copy of the Master Lease including any amendments or prior assignments; (b) A duly completed and fully executed Estoppel Certificate on the most current form published by the AIR; (c) A duly completed and fully executed Property Information Sheet on the most current form published by the AIR (modified by changing the reference to"Owner"in such form to Sublessor/Assignor); (d) Copies of other documents containing any limitations on Sublessor/Assignor's right, ability and capacity to consummate a sublease;and (e) If available to Sublessor/Assignor,copies of building plans for the Property. 3.4 Agent shall have no responsibility for maintenance, repair, replacement, operation or security of the Property,all of which shall be Sublessor/Assignor's sole responsibility. Unless caused by Agents gross negligence, Agent shall not be liable for any loss, damage, or injury to the person or property of Sublessor/Assignor, anyone in possession of the Property or any sublessee/assignee or prospective sublessee/assignee, including,but not limited to,those which may occur as a result of Agents use of a lock box. 4. COMMISSION. 4.1 Sublessor Sublessee/Assignee shall pay Agent a commission Bin the amount of IZI in accordance with the commission schedule attached hereto ("Agreed Commission")for a sublease/assignment of the Property. , -- -- = ---- •- --•-.••••- = - '' '•°•- __ _ _ _ Such Agreed Commission is payable when: PAGE 2 OF 6 INITIALS INI S ©1997-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SA-5-09115E (a) A sublease/assignment for the Property or a portion thereof is executed;or 4.2 If Master Lessor's consent or approval of a sublease/assignment is required, then Sublessor/Assignor shall, at Sublessor/Assignor's sole cost and expense, use Sublessor/Assignor's reasonable best efforts to obtain such consent or approval,and Agent shall not be entitled to the Agreed Commission for such sublease unless Master Lessor's consent or approval is obtained.or-waived-by 4.3 In calculating the Agreed Commission, all forms of consideration payable to Sublessor shall be considered, including, without limitation, Rent, goodwill and key money. -.- -• - _ - - •' -- Lease. Commission- 6. EXCLUDED AND REGISTERED PERSONS. 6.1 Sublessor/Assignor shall,within 5 business days after the date hereof,provide Agent, in writing,with the names of those persons or entities registered with Sublessor/Assignor by any other broker under any prior agreement concerning subleasing/assignment of the Property("Excluded Persons", see Paragraph 6.5). If any such names are so provided,then the Commission paid to Agent with respect to consummation of a transaction with an Excluded Person shall be limited as follows: if such transaction is concluded within the first 30 days of the commencement of the Term hereof,then Agent shall be paid a commission equal to the reasonable out-of-pocket expenses incurred by Agent in the marketing of the Property during said 30 days;or it such transaction is concluded during the remainder of the Term hereof,then Agent shall be entitled to one-half of the Agreed Commission. If no names are provided as specified, it shall be conclusively deemed that there are no Excluded Persons. 6.2 Agent shall, within five business days after the expiration of the Term hereof, provide Sublessor/Assignor, in writing, with the names of those persons or entities with whom Agent either directly or through another broker had negotiated for a sublease/assignment of the Property during the term hereof("Registered Persons", see Paragraph 6.5). Those persons or entities who submitted written offers or letters of intent for a sublease/assignment of the Property shall, however, automatically be Registered Persons. If Agent fails to timely notify Sublessor/Assignor of the existence of any other Registered Persons,then it shall be conclusively deemed that there are no other Registered Persons. If Agent wishes to register the client of a Cooperating Broker,Agent must obtain and submit to Sublessor/Assignor written approval of such registration signed by such Cooperating Broker. The parties are aware that the registration of certain individuals and/or entities might create a Dual Agency,and Sublessor/Assignor hereby consents to any such Dual Agency. 6.3 If,within 180 days after the expiration of the Term hereof, Sublessor/Assignor enters into a contract with a Registered Person for consummation of a sublease/assignment of lease of the Property, then SublesserSUblesSee/Assignee shall pay Agent the Agreed Commission for such sublease/assignment of lease upon the consummation of such sublease/assignment of lease. 6.4 If,within 180 days after the expiration of the Term hereof,Sublessor/Assignor enters into another sublessor/assignor-agency or listing agreement with a broker other than Agent for any transaction concerning the Property, then Sublessor/Assignor shall provide to Sublessor/Assignor's new broker the names of the Registered Persons,and provide in such new agreement that the new broker shall not be entitled to receive any of the compensation payable to Agent hereunder for consummation of a sublease of the Property with a Registered Person. 6.5 In order to qualify to be an Excluded Person or a Registered Person the individual or entity must have: toured the Property, submitted a letter of interest or intent,and/or made an offer to lease the Property. In addition, Excluded Persons may only be registered by a broker who previously had a valid listing agreement covering the Property,and such broker may only register individuals and entities actually procured by such listing broker. 7. SUBLESSOR/ASSIGNOR'S REPRESENTATIONS. Sublessor/Assignor represents and warrants as follows: ea- PAGE 3 OF 6 INITIALS INITIALS ©1997-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SA-5-09115E (a) Each person executing this Agreement on behalf of Sublessor/Assignor has the full right, power and authority to execute this Agreement as or on behalf of Sublessor/Assignor; (b) Sublessor/Assignor has the full right, power and authority to execute and deliver this Agreement, to consummate a sublease/assignment of the Property and to perform Sublessor/Assignor's obligations hereunder; (c) The execution,delivery and performance of this Agreement by Sublessor/Assignor or Agent will not breach any provision of the Master Lease; (d) Sublessor/Assignor is not the subject of a bankruptcy,insolvency,probate or conservatorship proceeding; (e) There are no effective, valid or enforceable option rights, rights of first refusal, rights of first offer or any other restrictions, impediments or limitations on Sublessor/Assignor's right, ability and capacity to consummate a sublease/assignment of the Property, except as disclosed in writing pursuant to Paragraph 3.3(d). 8. SUBLESSOR/A551GNOR'S ACKNOWLEDGMENTS. Sublessor/Assignor acknowledges that it has been advised by Agent to consult and retain experts to advise and represent it concerning the legal and tax effects of this Agreement and the subletting/assignment of the Property,as well as the condition and/or legality of the Property, including, but not limited to,the environmental aspects. Agent shall have no obligation to investigate any such matters unless expressly otherwise agreed to in writing by Sublessor/Assignor and Agent. Sublessor/Assignor further acknowledges that in determining the financial soundness of any prospective Sublessee/Assignee or security offered,Sublessor/Assignor will rely solely upon Sublessor/Assignor's own investigation,notwithstanding Agents assistance in gathering such information. 9. MISCELLANEOUS. 9.1 This Agreement shall not be construed either for or against Sublessor/Assignor or Agent, but shall be interpreted,construed and enforced in accordance with the mutual intent of the parties,ascertainable from the language of this Agreement. 9.3 In the event of litigation or arbitration between Sublessor/Assignor and Agent arising under or relating to this Agreement or the Property,the prevailing party shall be paid its attorney's fees and costs by the losing party. The term,"Prevailing Party"shall include,without limitation, one who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement,judgment,or the abandonment by the other party of its claim or defense. The attorney's fees award shall not be computed in accordance with any court fee schedule, but shall be in an amount to fully reimburse all attorney's fees reasonably incurred in good faith. 9.4 Sublessor/Assignor agrees to indemnify, defend (with counsel reasonably acceptable to Agent), and hold Agent harmless from and against any claim or liability asserted against Agent as a result of the failure of Sublessor/Assignor to make a full and complete disclosure pursuant to law and paragraph 3.3 or as a result of the fact that any of the representations made by Sublessor/Assignor(see paragraph 7)were not true at the time that this Agreement was signed. 9.5 Sublessor/Assignor hereby releases and relieves Agent, and waives Sublessor/Assignor's entire right of recovery against Agent, for direct or consequential loss or damage arising out of or incident to the perils covered by insurance carried by Sublessor/Assignor,whether or not due to the negligence of Agent. 9.6 Sublessor/Assignor agrees that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to the services to be performed by Agent pursuant to this Agreement may be brought against Agent more than one year after the expiration of the Term of this Agreement(see paragraph 1.4)and that the liability(including court costs and attorney's fees)of Agent with respect to any such lawsuit and/or legal proceeding shall not exceed any fee received by Agent pursuant to this Agreement;provided, however,that the foregoing limitation on liability shall not be applicable to any gross negligence or willful misconduct of Agent. 10. ARBITRATION OF DISPUTES. 10.1 ANY CONTROVERSY ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE DETERMINED BY BINDING ARBITRATION TO BE CONDUCTED BY:El THE AMERICAN ARBITRATION ASSOCIATION OR❑ USING THE COMMERCIAL RULES ESTABLISHED BY SUCH ORGANIZATION OR IF NONE THE AMERICAN ARBITRATION ASSOCIATION'S COMMERCIAL RULES.THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL RULES. ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. 10.2 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY PAGE 4 OF 6 1111` INITIALS INI'1 01997-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SA-5-09/15E t CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. 10.3 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISC UTES ARISING OUT OF THE MATTERS INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION TO NEUTRAL ARBIT- ^11.' N. vT . Sublessor/A55ignor's Initials Agen `` nitials 10.4 THE PROVISIONS OF THE ABOVE ARBITRATION CLAUSE SHALL NOT BE BINDING ON EITHER PARTY UNLESS BOTH PARTIES HAVE PLACED THEIR INITIALS UNDER PARAGRAPH 10.3. 11. Additional Provisions:Additional provisions of this Agreement are set forth in the following blank lines or in an addendum attached hereto and made a part hereof consisting of paragraphs NONE through NONE (if there are no additional provisions write"NONE"): 11.1 Sublessor/Assignor desires that these parcels be subleased/assigned for auto-oriented or auto center support uses. 12. Disclosures Regarding The Nature of a Real Estate Agency Relationship. When entering into an agreement with a real estate agent an Owner should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. (i) Owner's Agent. An Owner's agent may act as an agent for the Owner only. An Owner's agent or subagent has the following affirmative obligations: To the Owner: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings. To a potential buyerAessee and the Owner: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b.A duty of honest and fair dealing and good faith. c.A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Agent Representing Both Parties. A real estate agent,either acting directly or through one or more associate licenses,can legally be the agent of both Parties in a transaction, but only with the knowledge and consent of the Parties. In a dual agency situation,the agent has the following affirmative obligations to both Parties:a.A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Party. b. Other duties to the Owner as stated above in subparagraph (i). When representing both Parties, an agent may not without the express permission of the respective Party, disclose to the other Party that the Owner will accept rent/purchase price in an amount less than that indicated in the listing or that the buyer/lessee is willing to pay a higher rent/purchase price than that offered. The above duties of the Agent do not relieve Owner from the responsibility to protect its own interests. Owner should carefully read all agreements to assure that they adequately express its understanding of the transaction. "SUBLESSOR/ASSIGNOR" "AGENT" City of Cathedral City as Successor Agency Coldwell Banker ;/mmercial Ly e & Associates to the former Redevelopment Agency CalBRE #014620 2 • / By: 0" r By: Name Printed:Charles P. McClendon Name Printed: Steve e Title: City Manager Title:CEO-Broker PAGE 5 OF 6 INITIALS INI S 01997-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SA-5-09/15E 11 • Date: Date:March 1, 2016 Agent BRE License#: Lyle-Ca1BRE #00762911 By: Name Printed: Jeff Robinson Title: Senior Vice President Pate; March 1,2016 Agent BRE License#: Robinson-CalBRE #00708196 NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd,Suite 900,Glendale,CA 91203. Telephone No.(213)687-8777. Fax No.:(213)687-8616. / ___ PAGE 6 OF 6 INITIALS INI , kS 01997-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM SA-5-09115E • EXCLUSIVE LISTING AGREEMENT FOR SUBLEASE t3P:REEAL PROPERTY 'dated-April 14 2 b . SCHEDULE OF COMPENSATION Paragraph 4.1 Sublessor/ CITY OF CATHEDRAL CITY AS SUCCESSOR AGENCY Assignor: TO THE FORMER REDEVELOPMENT AGENCY Broker: COLDWELL BANKER COMMERCIAL LYLE &ASSOCIATES APNs 687-510-044 AND 687-510-045 Property: (formerly known as 67833 East Palm Canyon Drive, Cathedral City) For purposes of this Commission Rate Schedule and the Listing Agreement by and between COLDWELL BANKER COMMERCIAL LYLE & ASSOCIATES (Broker) and CITY OF CATHEDRAL CITY AS SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY (Sublessor/Assignor) to which this Exhibit is attached, the following shall apply: 1. Total Base Rental. "Total Base Rental", as referred to herein, means the total base rent payable for the specified period plus any and all fixed increases applicable during the specified period, the collective total of which shall be the basis for calculating the commission percentage. 2. Non-Refundable. Final responsibility for the approval or disapproval of any tenant and/or lease rests exclusively with Sublessor/Assignor and Lessor, if required by Master Lease. In the presentation of lease proposals to Sublessor/Assignor, no representation or warranty is made by Coldwell Banker Commercial Lyle & Associates regarding the financial sufficiency of any tenant, the viability of any proposed use, or the legal or tax consequences of any lease to Lessor or Sublessor/Assignor. As such, commissions approved and paid by Sublessee/Assignee to Broker are not refundable in the event of any potential breach of lease. 3. Commission Schedule: 6.0 % of the Total Base Rental for remainder of Lease term; plus 2.5 % of the Total Base Rental for the Option Period, if exercised. Month to Month Tenancy: 100 %of the first month's base rental. 4. Payment Schedule: 50% upon execution of the Sublease. 50% upon the earlier of occupancy of Premises or"Rental Commencement Date"as specified in the Lease. 5. All commissions due are to be paid by the Sublessee ONLY. I w • Exhibit A to Exclusive Listing Agreement for Sublease or Assignment of Lease of Real Property dated April 14, 2016 APN 687-510-044 and 687-510-045, Cathedral City, CA *7%. /PA�R 3 �'p °k:. �opC) AR mi - PAR 18. F* 1 PAR 41 It 12 4b Pont ,%`� PAR 1ta1Ac • �`' PAR 27 >+ �,�ce PAR 7 t.19AC ,'PAR 269(24: i �6 PAR 0 / ay IYr r/1, PAR 9 &4 :" .� NO ^� FART, '4t� �:% ,� PAR10�; .. r Mfr ' '� r� g 4442 *6 `fj�� .1‘4416(D 14125 2ABAC PAR B o• ,' •7 611 ,? 1■ .�' PAR 11 a ED + IV a` / POR PAR 2 �p0 ■ / 1: jf uas 3.Ot.AC s. • .■ : ••RPAR2 4, PAR3 & '..5 PAR s 47 51 b�9 If t AR 1 *g4.� 2.60 AC 9.74 AC 41 D• 4.- PAR a R. WI � PAR 4 § POR PAR 2 �::J CI / } < 0IX g � Q 129AC to TRA 019-041 0 .� • woo me 41.110 176.28 PM TANS Sublessor/Assignor Initials: CP/q1 Broker Initials: ( ) ( ) . . , „ . . r AIR DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Cods) When you enter into a discussion with a real estate agent regarding a real estate transaction,you should from the outset understand what type of agency relationship or representation you wish to have with the agent In the transaction. SELLER'S AGENT("Seller"Includes both a vendor and■lessor) A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only.A Sellers agent ore subagent of that agent has the following affirmative obligations: To the Seller A fiduciary duty of utmost care,Integrity,honesty and loyalty in dealings with the Seller.To the Buyer and the Seller. (a) Diligent exercise of reasonable skill and care In perfomiance of the agents duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the parties.An agent Is not obligated to reveal to either party any confidential kformation obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT("Buyer"includes both a purchaser and a lessee). A selling agent can,with a Buyer's consent,agree to act as agent for the Buyer only.In these situations,the agent Is not the Sellers agent,even if by agreement the agent may receive compensation for services rendered,either in full or In part from the Seller.An agent acting only for a Buyer has the following affirmative obligations: To the Buyer.A fiduciary duty of utmost care,Integrity,honesty and loyalty In dealings with the Buyer.To the Buyer and the Seller. (a) Diligent exercise of reasonable skill and care In performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the parties. An agent Is not obligated to reveal to either party any confidential information obtained from the other party that does not Involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent,either acting directly or through one or more associate licensees,can legally be the agent of both the Seller and the Buyer In a transaction,but only with the knowledge and consent of both the Seller and the Buyer. Ina dual agency situation,the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either the Seller or the Buyer. (b)Other duties to the Seller and the Buyer as stated above in the'r respective sections. In representing both Seller and Buyer,the agent may not,without the express permission of the respective party,disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own Interests.You should carefully read all agreements to assure that they adequately express your understanding of the transaction.A real estate agent is a person qualified to advise about real estate.If legal or tax advice is desired,consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form,depending upon the number of agents assisting In the transaction.The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form.You should read its contents each time It Is presented to you,considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24,Inclusive,of the Civil Cods set forth on page 2.Read it carefully.IAVE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK(OR A SEPARATE PAGE). City of Cathedral City As Successor Agency to the former Redevelopment Agency By: Charles P.McClendon,City Manager / . ❑ Buyer❑Seller "SubLeessor/Aeslgnor ❑ Lessee MALA.—A.4 A �_/ _ Date:V" 41 I4-/I( ❑ Buyer❑Seller❑ Lessor ❑ Lessee Date: Agent Coldwel/1•( ker ',. /ial Lyle & Associates BRE Lie.#01462012 � % roker(Finn) By:Jeff R i le BRE Lic.#00708196/00762911 Date:April 14, 2016 ( : : ' or s . NOTE: �' •When the listing brokerage company also represents Buyer/Lessee:The Listing Agent shall have one Agency Disclosure form signed by Seller/Lessor and a second Agency Disclosure form signed by Buyer/Lessee. "When Seller/Lessor and Buyer/Lessee are represented by different brokerage companies: (i)the Listing Agent shall have one Agency Disclosure form signed by Seller/Lessor and(ii)the Buyer's/Lessee's Agent shall have one Agency Disclosure form signed by Buyer/Lessee and either that same or a different Agency Disclosure form presented to Seller/Lessor for signature prior to presentation of the offer. If the same form is used,Seller/Lessor may sign here: Date: Seller/Lessor THIS FORM HAS BEEN PREPARED BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION.NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. CPX PAGE OF INITIALS I IALS 02014.AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM AD-1-03/16E • DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24(2079.16 APPEARS ON THE FRONT) 2079.13 As used In Sections 2079.14 to 2079.24,khckuslve,the following terms have the following meanings: (a)'Agent'means a person acting under provisions of Title 9(commencing with Section 2295)in a real property transaction,end includes a person who is licensed as a real estate broker under Chapter 3(commencing with Section 10130)of Part 1 of DMaion 4 of the Business and Professions Code,and under whose license a listing Is executed or an offer to purchase is obtained. (b)'Associate licensee'means a person who is licensed as a real estate broker or salesperson under Chapter 3(commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered Into a written contract with a broker to act as the brokers agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee.The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent.When an associate licensee owes a duty to any principal,or to any buyer or seller who is not a principal,in a real property transaction,that duty Is equivalent to the duty owed to that party by the broker for whom the associate licensee functions.(a)'Buyer'means a transferee In a real property transaction,and includes a person who executes an offer to purchase real , property from a seller through an agent,or who seeks the services of an agent In more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction.'Buyer'Includes vendee or lessee.(d)'Carmerclal real property means all real property In the state,except single-family residential real property,dwelling units made subject to Chapter 2(cormmencng with Section 1940)of Title 5,mobiletwmes,as defined In Section 798.3,or recreational vehicles,as defined In Section 799.29.(e)'Dual agent'means an agent acting,either directly or though an associate licensee,as agent for both the seller and the buyer in a real property transaction.(f)'Listing agreement'means e contract between an owner of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer.(g)'Listing agent'means a person who has obtained a listing of real property to act as an agent for compensation.(h)'Listing price'Is the amount expressed In dollars specified In the listing for which the seller is willing to sell the real property through the listing agent(I)'Offering price'Is the amount expressed In dollars specified in an offer to purchase for which the buyer is wiling to buy the real property.(j)'Offer to purchase'means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller.(k)'Real property'means any estate specified by subdivision(1)or(2)of Section 761 In property that constitutes or Is Improved with one to four dwelling units,any commercial real property, any leasehold In these types of property exceeding one year's duration,and mobllehomes,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code.(I)'Real property transaction'means a transaction for the sale of real property In which an agent is employed by one or more of the principals to act In that transaction,and includes a listing or an offer to purchase.(m) Sell;'sale,'or'sold'refers toe transaction for the transfer of real property from the seller to the buyer,and includes exchanges of real property between the seller and buyer,transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of a leasehold exceeding one year's duration.(n)'Seller'means the transferor in a real property transaction,and Includes an owner who lists real property with h an agent,whether or not a transfer results,or who receives an offer to purchase real property of which he or she Is the owner from an agent on behalf of another."Seller'Includes both a vendor and a lessor.(0)'Selling agent'means a listing agent who acts alone,or an agent who acts in cooperation with a listing agent,and who sells or finds and obtains a buyer for the real property,or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller.(p)'Subagent'means a person to whom an agent delegates agency powers as provided in Article 5(commencing with Section 2349)of Chapter 1 of Title 9.However,'subagent'does not Include an associate licensee who is acting under the supervision of an agent In a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16,and,except as provided in subdivision(c),shall obtain a signed acknowledgement of receipt from that seller or buyer, except as provided in this section or Section 2079.15,as follows:(a)The listing agent,if any,shall provide the disclosure form to the seller prior to entering Into the listing agreement(b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase,unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision(a).(c) Where the selling agent does not deal on a face-to-face basis with the seller,the disclosure form prepared by the selling agent may be furnished to the seller(and acknowledgement of receipt obtained for the selling agent from the seller)by the listing agent,or the selling agent may deliver the disclosure form by certified mall addressed to the seller at his or her last known address,In which case no signed acknowledgement of receipt is required.(d)The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase, except that if the offer to purchase is not prepared by the selling agent,the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer. 2079.16 In any circumstance in which the seller or buyer refuses to sign an ac knaMedgement of receipt pursuant to Section 207914,the agent,or an associate licensee acting for an agent,shall set forth,sign,and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this form. 2079.17 (a)As soon as practicable,the selling agent shall disclose to the buyer and seller whether the selling agent Is acting in the real property transaction exclusively as the buyer's agent,exclusively as the seller's agent,or as a dual agent representing both the buyer and the seller.This relationship shall be confirmed In the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the selling agent prior to or coincident with execution of that contract by the buyer and the seller,respectively.(b)As soon as practicable, the listing agent shall disclose to the seller whether the listing agent Is acting In the real property transaction exclusively as the sellers agent,or as e dual agent representing both the buyer and seller.This relationship shall be confirmed In the contract to purchase and sell real property or In a separate writing executed or adoowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller (c) The confirmation required by subdMslons(a)and(b)shall be in the following form. l' , if tr _1_nth MfftOhde aet tithe allot osawaNO>rar abate the 9010 and*de. r- ^ L r, 2 t.i_ isVreagantat(dhapkeael 09na OarY caner a 544vSl a DM the buyer rod dolor. (d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only,when the selling agent Is also acting as the listing agent In the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer.A listing agent and a selling agent may agree to share any compensation or commission paid,or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction,and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting,as a condition of the agent's employment,a specific form of agency relationship not specificaly prohibited by this article If the requirements of Section 2079.14 and Section 2079.17 are compiled with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price,without the express written consent of the seller.A dual agent shall not disclose to the seller that the buyer Is willing to pay a price greater then the offering price, without the express written consent of the buyer.This section does not alter In any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing In this article preludes a fisting agent from also being a selling agent,and the combination of these functions in one agent does not of Itself,make that agent a dual agent 2079.23 (a)A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which Is the object of the agency with the written consent of the parties to the agency relationship. (b)A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part,including / gf`- sales price,shall not require,as a condition of receiving the lender's approval of the transaction,the homeowner or listing agent •d ;.I,d PAGE 2 OF 3 IA INITIALS INV 02014-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM AD-1-03/16E • rft or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company.Any clause,provision, covenant,or agreement purporting to Impose an obligation to defend or Indemnify a lender or an auction company In violation of this subdivision is against public policy,void,and unenforceable. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees,subagents,and employees or to relieve agents and their associate licensees,subagents,and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. NOTICE:These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you are utilizing the most current form:AIR Commercial Real Estate Association, 600 N Brand Blvd,Suite 900,Glendale,CA 91203. Telephone No.(213)987-8777. Fax No.:(213)687-8616. f/'y( PAGE 3 OF 3 INITIALS 1N j 02014-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM AD-1.03416E