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<br />HAl BT Commercial
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<br />~I Real Estate Servlces. WorldwIde.
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<br />Brokerage Fee Agreement for:
<br />Lonestar California, Inc. Sale to the City of Redwood City
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<br />nus Agreement is made and entered into this _ day of April. 2009, by and between NAI BT COMMERCIAL REAL
<br />ESTATE ("Broker") and The City. of Redwood City, a charter city and municipal corporation of the State of California ("City"),
<br />in connection with certain real property known by its street address of 1402 -1450 Maple Street (APN's: 052-392-160,052-392-
<br />170, 052-392-550, 052-392-560), in the City of Redwood City, County of San ;\fateo, State of California, and more particularly
<br />described as: approximately 9 total acres of industrial land (the "Property").
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<br />1. Brokeis Services:Agen~ Disclosure. City acknowledges that Broker has performe.d valuable seMce.s in identifyulg the
<br />opportunity for City to purchase. the Property and assisting City in the negotiation of the purchase and sale of the Property. In
<br />that reg.ud. Broker is exclusively identified as the broker entitled to compensation upon the sale of the Property pursuant to
<br />Section 16 of that certain "Agreement of Sale and Purchase" dated on or about Apri116, 2009, between City (as the buyer) and
<br />Lone.star. California, Inc. ("Seller"). During the term of this Agreement. to the extent requested by City, Broker shall continue to
<br />assist City in connection with its dealings with Seller relating to the Purchase Agreement (the "Services"), prmtided Broker shall
<br />have no authority to bind Owner or to make any representations on behalf of City. Wbile performing the Services, Broker will
<br />exercise the reasonable professional care-and skill and will use reasonable diligence and best judgment while exercising its
<br />professional skill and expertise.
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<br />2. Commission. As compensation for the Services provided by Broker, in the event that City purchases the Property
<br />within nine (9) months after the date of tIus Agreement, City shall pay a commi.ssion to Broker in the amount of 4.5% of the
<br />gross sales price. The commission shall be paid in cash through escrow and shall be payable only if the close of escrow is
<br />consummated, as evidenced by delivery of a deed by the seller to City and the City's payment of the purchase price to the Seller.
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<br />3. Confidential Information. Broker acknowledges that, in the course of performing its duties under this Agreement, it
<br />may obtain information relating to City which City has marked as confidential ("Confidential Information"). Broker shall hold at
<br />an times, both during the term of this Agreement and at all times thereafter, such Confidential Information in the strictest
<br />confidence, and shall not use such Confidential Information for any purpose. other than as may be reasonably necessary for the
<br />performance of its duties pursuant to this letter agreement, without City's prior written consent Broker shall not disclose any
<br />Confidential Information to any person or entity, other than to Broker's employees or consultants as may be reasonably necessary
<br />for purposes of performing its duties hereunder, without City's prior written consent The foregoing notwithstanding, the term
<br />"Confidential Information" shall not include information which (~ becomes generally available to the public, other than as a result
<br />of a breach hereof, (ii) was available on a non-confidential basis prior to its disclosure to Broker by City, or (m) becomes available
<br />to Broker on a non-confidential basis from a source other than City, provided that such source is not bound by a confidentiality
<br />agreement with respect to such information. 'The foregoing notwithstanding. Broker may disclose Confidential Infomlation to
<br />the extent required by law, including court orders, subpoenas, civil investigative demands and interrogatories.
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<br />4. Independent Contractor. Broker will perform the Services in Broker's own way as an independent contractor and in
<br />pursuit of Broker's independent calling, and not as an employee of City. The persons used by Broker to provide services under
<br />this Agreement will not be considered employees of City for any purposes. The payment made to Broker pursuant to the
<br />Agreement, if any, will be the full and complete compensation to which Broker is entitled. City will not make any federal or state
<br />tax withholdings on behalf of Broker or its agents, employees or subcontractors. City will not be required to pay any workers'
<br />compensation insurance or unemployment contributions on behalf of Broker or its employees or subcontractors. Broker agrees to
<br />indemnify Cit}, within thirty (30) days for any tax, retirement contribution, social security. overtime payment, unemployment
<br />payment or worke.rs' compensation payment which City may be required to make on behalf of Broker or any agent, employee, or
<br />subcontractor of Broker for work done under this Agreement. At the City's election, City may deduct the indemnification
<br />amount from any balance owing to Broker.
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<br />S. Indemnification. Broker hereby indemnifies and agrees to defend and hold City harmless from and against any claims.
<br />liabilities, costs, and expenses (including. without limitation, attorneys' fees and court costs, liabilities and judgments) arising from
<br />(a) any claims for any commission, fee, or charge by any person claiming to be entitled to any sum in connection with the sale of
<br />the Property as a result of any agreement or representation by Broker (b) any wrongful misconduct of Broker or
<br />misrepresentation made by Broker.
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<br />NAI BT Commercial
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<br />1
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<br />Commission Agreement 4.15.09
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