Resolution No. 7000
,"
1
RESOLUTION NO. 7000
2
3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF A CONFIDENTIAL AGREEMENT FOR REAL ESTATE
CONSULTING AND REPRESENTATION SERVICES BY AND
AMONG THE CITY OF VERNON, THE REDEVELOPMENT
AGENCY OF THE CITY OF VERNON AND MCKINNEY
TRAVERS . ON COR INTERNATIONAL
4
5
6
7
WHEREAS, the City of Vernon ("Vernon") and the
8
Redevelopment Agency of the City of Vernon ("Agency") are in need
of obtaining expert industrial real estate advice concerning the
9
10
appropriate valuation to be placed on property and assistance in
11
acquiring properties for redevelopment purposes; and
12
WHEREAS, MCKinney Travers . ON COR International
13
("McKinney") is an experienced industrial real estate brokerage
firm specializing in tenant representation and has provided
industrial real estate brokerage services in Vernon for the past
14
15
16
18 years; and
17
WHEREAS, Vernon and Agency desire to obtain the services
18
of McKinney (i) to provide advice relating to the acquisition of
19
industrial real estate; (ii) to provide representation services in
20
assisting Vernon and Agency in acquiring industrial real estate
21
located in the city; (iii) to provide advice to Vernon and Agency
on the sales of Vernon or Agency redevelopment property within the
22
23
city; and (iv) to assist in the representation of Vernon and
24
Agency in the acquisition and the sales of industrial real estate
25
located in the city held by Vernon or. Agency for redevelopment
26
purposes; and
27
WHEREAS, Vernon, the Agency and McKinney desire that an
28
"
1
agreement for such services be confidential and that McKinney be
2
retained to provide exclusive representation service to Vernon and
3
the Agency in the acquisition of property in accordance with the
4
terms and conditions of a confidential consulting and
5
representation agreement.
6
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
7
8
SECTION 1: The City Council of the City of Vernon does
9
hereby find and determine that the recitals contained hereinabove
10
are true and correct.
11
SECTION 2: The City Council of the City of Vernon hereby
approves the Confidential Agreement for Real Estate Consulting and
12
13
Representation Services, a copy of which has been presented to the
City Council concurrently with this resolution, and the City
Council hereby orders said Agreement to be received and filed by
14
15
16
the City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
17
18
authorizes the Mayor and the City Clerk to execute said Agreement
for, and on behalf of, the City of Vernon.
19
20
SECTION 4: The City Clerk of the City of Vernon shall
21
certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
22
23
APPROVED AND ADOPTED this 5th day of August, 1997.
~.
24
25
26 AT~ /~~
27 BRUCE V. MALKENHORST, City Clerk
28
-2-
, .
. ,
"
to, "
1
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
2
3
4
I, BRUCE V. MALKENHORST, City Clerk of the City of
5
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 7000, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held
6
7
8
on Tuesday, Auqust 5, 1997, and thereafter was duly signed by the
Mayor of the City of Vernon.
9
A-/~
BRUCE V. MALKENHORST, City Clerk
10
11
12
(SEAL)
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-3-
CITY COUNCIL DAVID B. BREARLEY
City Attorney
LEONIS C. MALBURG FAX: (818) 330-5818
Mayor KEVIN WILSON
THOMAS A. YBARRA Director of Community Services & Water
Mayor Pro-Tem FAX: (213) 588-2761
Wm. "BILL" DAMS KENNETH J. DeDARIO
Coundlman Director of Light & Power
H. "LARRY" GONZALES FAX: (213) 583-1983
Councilman DAVE TELFORD
W. MICHAEL McCORMICK Fire Chief
Councilman _ FAX: (213) 581-1385
BRUCE V ~,LxENHORST CITY HALL LOUIS ROSENKRANTZ
City Administrator/City Clerk 4305 SANTA PE AVENUE, VERNON, CALIFORMA 90058 Police Chief
FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178
August 20, 1997
McKinney .Travers - Oncor International
2833 Leonia Blvd., Suite 311
Vernon, CA 90058
Attn: Phil Atalla
Dear Phil:
Enclosed herewith is your fully executed copy of the Agreement
for Consulting Services by and between the City of Vernon, the
Redevelopment Agency of the City of Vernon and,.McKinney Travers -
Oncor International, for your records.
If you have any questions, do not hesitate to .call Mr.
Malkenhorst.
Very truly yours,
~v
G~ ria J. Orosco
Chief Deputy City Clerk
GJO/mm
enclosure
cc: Agreement File..:
Information to be entered when assigning new
agreement# to system.
CATEGORY (circle one only) : L & P, GAS, GENERAL, LICENSE
AGREEMENTS OR REDEVELOPMENT AGENCY.
# 1. A royal date: ~ ~~I ~ ~ # 1 a. A reement # ~
pp g
#2. Title of Agreement: ~ ~ ~ ~
4c-
c,e.~ n. r ~D~~-
#3. Effective Date: (if different from approval date)
#4. Expiration Date: (if applicable) ~f ~ g~
#5. Expiration Date: NONE
:AgrmntData
- i
1 Execution Cop,;
2 CONFIDENTIAL AGREEMENT FOR REAL ESTATE
CONSULTING AND REPRESENTATION SERVICES
3
4 THIS AGREEMENT is made, entered into and executed in
5 triplicate. originals, either copy of which may be considered and
6 used as the original hereof for all purposes, as of this day
7 of August, 1997
8
BY AND AMONG', ` , , :hereinafter
9 referred to as the-"Vernon,"
4305 Santa Fe Avenue.
10 ~ Vernon, California, 90058
11 pNp THE REDEVELOPMENT AGENCY OF
THE CITY OF VERNON, hereinafter.
12 referred to as the "Agency,"
4305 Santa Fe Avenue
13 Vernon, California, 90058
14 AND MCKINNEY TRAVERS • ONCOR
INTERNATIONAL, hereinafter
15 referred to as the
"Consultant.,"
16 2833 Leonis Blvd., Suite 311
Vernon, California 90058
17
RECITALS
18
WHEREAS,. Vernon and Agency are in need of obtaining
19
expert industrial real estate advice concerning. the appropriate
20
valuation to be placed on propert~t~and assistance in acquiring
21
properties for redevelopment purposes; and
22
WHEREAS, Consultant is an experienced industrial real
23
estate brokerage firm specializing in tenant representation and
24
has provided .industrial real estate brokerage services in the City
25
of Vernon for the past 18 years; and
26
WHEREAS, Vernon and Agency desire to obtain the services
27
®f Consultant (i) to provide advice relating to the acquisition of
28
1 Execution Copy
2 CONFIDENTIAL AGREEMENT FOR REAL ESTATE
CONSULTING AND REPRESENTATION SERVICES
3
4 THIS AGREEMENT is made, entered into and executed in
5 triplicate originals, either copy of which maybe considered and
6 used as the original hereof for all purposes, as of this cJ~
da
Y
7 of August, 1997
8
BY AND AMONG. THE CLTY OF VERNON, hereinafter
9 referred to as the "Vernon,"
4305 Santa.. Fe Avenue
10 ~ Vernon., California,. 90058
11 AND THE REDEVELOPMENT AGENCY OF
THE CITY OF VERNON, hereinafter -
12 referred to as-the "Agency,."
4305 Santa Fe Avenue
13 Vernon, California, 90058
14 AND MCKINNEY TRAVERS • ONCOR
INTERNATIONAL, hereinafter
15 referred to as the
"Consultant,"
16 2833 Leonis Blvd., Suite 311
.Vernon, California 9-0058
17
RECLTALS
18
WHEREAS,. Vernon and Agency are in need of obtaining
19
expert industrial .real estate advice concerning the appropriate
20
valuation to be placed on property and assistance in acquiring
21
properties for redevelopment purposes; and
22
WHEREAS, Consultant is an experienced industrial real
23
estate brokerage firm specializing in tenant representation and
24
has provided industrial real estate brokerage services in the City
25
of Vernon for the--past 18 years; and
26
WHEREAS, Vernon and Agency desire to obtain the services
27
of Consultant (i) to provide advice relating to the acquisition of
28
1 industrial ,real estate; (ii) to provide representation services in
2 assisting Vernon and Agency in acquiring industrial real estate
3 located in the city; (iii) to provide advice to Vernon and Agency
4 on the sales of Vernon or Agency redevelopment property within the-
. 5 .city; and (iv) to assist in the representation of Vernon and
6 Agency in the acquisition and the sales of industrial real estate
~ located in the city held by Vernon or Agency for redevelopment
8 purposes.
9 NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL
10 COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS:
11 SECTION 1: Agreement.
12 Vernon and Agency hereby agree to retain Consultant to
13 exclusively represent Vernon and Agency in the acquisition of
14 properties within Vernon for redevelopment .purposes by Vernon
15 and/or Agency.
16 a. Scope of Services.
17 (1) Such services shall include, providing market.
18 information,. negotiation of business terms including purchase
19 price and transaction timeliness, supervision of the escrow
20 transfer process, review of title insurance documentation, review
21 of environmental and soils Phase 1 and Phase 2 reports, review of
22 construction and development analysis, in .order, to assist Vernon
23 and Agency in the acquisition process.
24 (2) Consultant shall conduct a review of industrial
25 real estate sites located in the Agency's redevelopment. project
26 area or in Vernon, and shall make recommendations on potential
27 sites for possible acquisition by Vernon or the Agency.
28
-2-
1 SECTION 2• Term.
2 Said agreement-shall be effective on August 5, 1997, and
3 shall continue for a period of twelve (12 months, subject to-
4 Vernon and Agency's right to terminate the services provided for
5 herein, on thirty (30) days written notice.
6 Further, Consultant, Vernon, or Agency may terminate this
~ agreement on ten (10) days written notice if either party is in
8 breach thereof and after discussions between the parties such
9 breach is not cured.
10 In-the event of termination of the agreement, or if the
11 agreement terminates by its terms at the end of twelve (12)
12 months, Consultant will still be entitled to receive commissions,
13 pursuant to its terms, on any transaction that is in escrow and
14 closes, or for a transaction that Vernon or Agency has given its
15 written approval to acquire the property and such property is so
16 acquired.. In all other instances Vernon. or Agency shall not be
17 obligated to Consultant to assist Consultant in obtaining a
18 commission on any industrial real estate transactions.
19 SECTION 3: Compensation.
20 a. No commissions or fees shall be paid by, or
21 obligations incurred by, Vernon or Agency to Consultant for the
22 services rendered pursuant to this agreement.
23 b. Consultant shall receive its sole compensation from
2~ real estate brokerage commissions ("commissions") paid by sellers,
25 buyers, or tenants who are parties to transactions with Vernon or
26 Agency.
27 c. Consultant shall contribute fifty percent (50%) of
28 any and all commissions, which shall be defined as City
-3-
1 Commissions earned by Consultant on successfully consummated
2 transactions for Vernon or the Agency. Such City Commissions
3 shall be first applied toward transactional costs of the
4 acquisition,. sale or lease which produced the commissions, to the
5 benefit of Vernon or Agency including, but not limited to, escrow
6 fees, closing costs,. title fees, city attorney's fees,-and any and
~ all. independent consultant reports (including environmental
8 reports, appraisals and surveys) necessarily related to the
9 transaction.
10 d. Any remaining balance of City Commissions shall be
11 credited toward the purchase price, if applicable,. on behalf of
12 Vernon or the Agency at the close of escrow or shall be paid
13 directly to Vernon or Agency at close of escrow.
14 SECTION 4: Method of Payment.
15 Within thirty (30) days after the last day of any month
16 in which services have been performed or commissions earned
17 hereunder, the Consultant shall submit an invoice to the Agency
18 stating the amount of the commission to be retained by the
19 Consultant and the amount to be considered City Commission. The
20 Agency's approval of the invoice shall not be unreasonably
21 withheld.
22 SECTION S: Independent Contractor.
23 a. The Consultant. shall be an independent contractor,
24 and shall have no power to incur or to .cause to be incurred any
25 debt or obligation for or on behalf of Vernon or the Agency.
26 Neither Vernon or the Agency .nor any of its officers,- agents or
27 employees shall have any control over the conduct of the
28 Consultant, or any of the Consultant's employees, except as herein
-4-
1 set forth, and the Consultant expressly warrants not to ,represent,.
2 at any time. or in any manner, that it, or any of its agents,
3 servants or employees, are agents, servants or employees of Vernon
4 or the Agency.. The Consultant's obligations to Vernon or the
5 Agency are solely prescribed by this agreement..
6 b. Consultant shall have the status of being. an
7 exclusive representative of Vernon and Agency for the purchase,
8 acquisition and sale of industrial real estate located in the city
9 which is acquired for redevelopment purposes and thereafter sold
10 or leased to accomplish the redevelopment objectives of Vernon and
11 Agency.
12 c. Consultant shall not have the right and shall not
13 legally obligate Vernon or the Agency in any transaction without
14 receiving express written approval from Vernon or Agency. All
15 negotiations with respect to any industrial real estate shall only
16 be undertaken pursuant to written instructions given by Vernon or
17 the Agency. Consultant shall have permission to contact
18 respective property owners on behalf of Vernon or the Agency to
19 solicit sales or purchase information on behalf of Vernon or
20 Agency. Vernon or Agency agree not to enter-into any purchase
21 agreement for any industrial real estate located within the city
22 which will be .used to further the development objectives of Vernon
23 or the Agency without Consultant being permitted to provide
24 .exclusive representation services and earn commissions on said
25 transactions.
26 .SECTION 6: Consultant Representatives.
27 John J. Whalen, Philip T. Attalla and Damian McKinney
28 shall be principally responsible for the Consultant's obligations
-5-
1 under this agreement. Designation of another responsible
2 .principal or project manager by the Consultant shall not be made
3 without the-prior written consent of the City.
4 SECTION 7: City Liaison.
5 The Consuatant shall perform under the general
6 instructions of the City Administrator or his designee, and all
7 communications, instructions and directions on the-part of the
8 City or Agency shall be communicated exclusively through the City
9 Administrator or his designee.
10 SECTION 8: Ownership of Documents.
11 Vernon, the Agency-and. the Consultant agree that all
12 documents, data, studies, surveys, drawings, maps, models,
13 photographs, and reports prepared as a result of this agreement
14 shall be the sole property of Vernon and/or the Agency.. .All such
15 information prepared or assembled by the Consultant in connection
16 with the performance of its services pursuant to this agreement is
17 confidential until released by Vernon and/or the Agency to the.
18 public and the Consultant .agrees that such documents shall not be
19 available to any individual or organization without the .written
20 consent of Vernon and/or the Agency prior to such release. All
2.1 such reports, information., data and exhibits shall be delivered to
22 Vernon and/or the Agency upon demand. No reports, maps, or other
23 documents produced in whole or in part under this agreement shall
24 be the subject of an application for copyright by or on behalf of
25 the. Consultant.
26 SECTION 9: Confidential Information.
27 a. Access to Confidential Information. The Agency or
28 Vernon may provide Consultant with, or allow Consultant access to,
-6-
1 certain information not available to the public concerning Vernon,
2 or businesses located in Vernon. The information may include
3 company information, taxes, sales, value of assets, or other such
4 information. All such information shall be considered
5 "Confidential Information" and may not be used o circumvent-the
6 responsibility of either party to this Agreement.
7 b. No Disclosure. Except as expressly permitted,
8 Consultant shall not disclose, permit the disclosure of, release,
9 disseminate, or transfer, whether orally or by any other means,
10 any part of such Confidential Information to any other person or
11 .entity, whether corporate, governmental, or individual, without
12 -,the express prior written consent of an authorized representative
13 of Vernon or-the Agency. Consultant shall return any written
14 Confidential Information, and all copies made of such items, to
15 Vernon or the Agency upon Vernon or the Agency's written request.,.
16 but in any event not later than the date that the Consultant has
17 performed all services to be performed pursuant to this agreement.
18 Consultant hereby agrees that such Confidential Information and
19 any documents provided-may be-used by Consultant only as
20 authorized by Vernon or the Agency. Consultant shall take
21 reasonable measures to avoid any disclosure of any such
22 Confidential Information to any unauthorized person.
23 c. Court Ordered Disclosure.. Consultant-shall
24 immediately notify Vernon or the Agency of any court order or
25 subpoena requiring disclosure of Confidential Information, and
26 shall cooperate with legal counsel in the appeal or challenge of
27 any such order or subpoena. Recipient may only disclose
28 Confidential Information required to be disclosed pursuant to
-7-
1 court order or .subpoena after legal counsel has exhausted any
2 lawful and timely appeal or challenge.
3 d. Remedies. In addition to any other remedies that
4 it may have at law or in equity, the Agency shall be entitled to a
5 temporary and permanent injunction by a court of competent.
6 jurisdiction against any breach or threatened breach of the
~ Confidential Information provisions of this Agreement.- Consultant
8 acknowledges that in"'case of-such breach or threatened breach of
9 -said provisions, the Agency would have no adequate remedy at law.
10 SECTION 10: Interests of Consultant.
11 The Consultant affirms that it presently has no interest
12 and shall not have any interest,. direct or indirect, in any real
13 property in the city or any other interest which would conflict in
14 any manner with performance of the services .contemplated by this
15 agreement. No person having such interest shall be employed by or
16 be associated with the Consultant.
17 SECTION 11: Indemnity.
18 The Consultant shall hold harmless and indemnify Vernon
19 and/or the Agency against any and all obligations or liabilities
20 whatsoever arising out of the Consultant's performance of this
21 agreement.
22 SECTION 12: validity.
23 The validity, interpretation and performance of this
' 24 Agreement shall be controlled and construed under the laws of the
25 State of California.
26 SECTION 13: Products of Consultintt.
27 All products of consulting services with the exception of
28 computer software developed by the Consultant, shall become the
-8-
1 property of Vernon and/or the Agency and shall be delivered to
2 Vernon and/or the Agency before the end of the performance of this
3 Agreement.
4 SECTION 14: Assignment Prohibited.
5 No party to this Agreement may assign any right or
6 obligation pursuant to this Agreement except with the express-
- 7 written consent of the other party. Any other attempted or
8 purported assignment of any right or obligation pursuant to this
9 Agreement shall be void and of no effect.
10 SECTION 15: Disputes.
11 .Any disputes that may arise as a result of actions by
12 either party to the Agreement, if unresolved after 90 days, shall
13 be presented to a competent arbitration board for resolution. Any
14 costs of the arbitration hearing shall be borne by the party
15 adjudged culpable.
16 SECTION 16: Attorney's Fees.
17 In the event that it becomes necessary for either party
18 to-this Agreement to enforce any of the provisions of this
19 Agreement, the parties agree that a court of competent
20 jurisdiction may determine and fix reasonable attorney's fees to
21 be paid to the successful litigant..
22 SECTION 17: Notices.
23 Notices to the parties unless otherwise requested in
24 writing shall be sent to:
25 VERNON: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST,~CITY ADMINISTRATOR
26 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
27
28
-9-
1 AGENCY: REDEVELOPMENT AGENCY OF
THE CITY OF VERNON
2 ATTN: BRUCE V. MALKENHORST, EXECUTIVE DIRECTOR
4305 SANTA FE AVENUE
3 VERNON, CA 90058-0805
4 CONSULTANT: MCKINNEY TRAVERS • ONCOR INTERNATIONAL,
ATTN: PHILIP T. ATTALLA
5 2833 LEONIS BLVD.., SUITE 311
VERNON, CA 90058
6
SECTION 18: Entire Agreement.
7
This Agreement constitutes the whole agreement between
8
the parties-hereto with respect to the subject matter hereof, and-
9
neither party nor any of its agents or employees has made any
10
representation, except as specifically provided. Neither party, in
11
executing or performing this Agreement is relying upon any
12
statement of information to whomsoever made or given, directly or
13
indirectly, verbally or in writing,. by any individual or
14
corporation, except as specifically provided herein.
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-10-
1 IN WITNESS WHEREOF, Vernon, the Agency and the Consultant
2 have executed-this Agreement as of the date first hereinabove set
3 forth . -
4 CITY OF VERNON
5
6 LEONIS C. MALBU G, Mayo
ATTEST:
7
BY •
' 8 •BRt~TCE V. MALKENHORST, City Clerk
9
10 .APPROVED AS TO FORM:
11
12 DAVID B. BREARLEY, City Attorney
13
REDEVELOPMENT AGENCY OF THE
14 CITY OF VERNON
15
16 EONIS C. MALB RG, Chairman
ATTEST.:
17 ~
BY:
18 BRUCE V. MALKENHORST, Secretary
19
20 APPROVED AS TO FORM:
21
BY : ~
2'2 DAVID B. BREARLEY, Legal Counsel
23 MCKINNEY TRAVERS • ONCOR
INTE ATIONAL
24
BY :
25 j
Name : i'/l ~ ~
26
Tit 1 e :
27
28
-11-