Resolution No. 77341 RESOLUTION NO. 7734
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
4 AN AGREEMENT FOR BROKERAGE SERVICES BY AND AMONG
THE CITY OF VERNON, THE REDEVELOPMENT AGENCY OF THE
5 CITY OF VERNON AND LEE AND ASSOCIATES
6 WHEREAS, the City of Vernon ("Vernon") and the Redevelopment
7 Agency of the City of Vernon (the "Agency") are in need of obtaining
8 expert industrial real estate advice concerning the appropriate
9 valuation to be placed on property and assistance in acquiring
10 properties for redevelopment purposes; and
11 WHEREAS, Lee and Associates is an experienced industrial
12 real estate brokerage firm; and
13 WHEREAS, Vernon and the Agency desire to obtain the services
14 of Lee and Associates (i) to provide advice relating to the
15 acquisition of certain industrial real estate; (ii) to provide
16 representation services in assisting Vernon and the Agency in
17 acquiring industrial real estate located in the city; (iii) to provide
18 advice to Vernon and the Agency on the sale of certain Vernon or the
19 Agency redevelopment property within the city; and (iv) to assist in
20 the representation of Vernon and the Agency in the acquisition and the
21 sale of certain industrial real estate located in the city held by
22 Vernon or the Agency for redevelopment purposes; and
23 WHEREAS, Vernon, the Agency and Lee and Associates desire
24 that Lee and Associates be retained to provide representation service
25 to Vernon and the Agency in the acquisition of property in accordance
26 with the terms and conditions of a consulting and representation
27 agreement for brokerage services; and
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WHEREAS, by letter dated March 15, 2001, Bruce V.
Malkenhorst, City Administrator/City Clerk, recommended that an
agreement be approved and executed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement For Real Estate Consulting and Representation
Services with Lee and Associates, a copy of which is attached hereto
as Exhibit "A" and made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
Lee and Associates - Commerce, Inc.
Attn. Jack R. Cline, Jr.
500 Citadel Drive, Suite 14.0
Commerce, CA 90040
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 21St day of March, 2001.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
rEONIS C. M
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STATE OF CALIFORNIA )
) ss
COUNTY.OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon,
do hereby certify that the foregoing Resolution, being Resolution No.
7734, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, March 21,
2001, and thereafter was duly signed by the Mayor of the City of
Vernon.
( SEAL )
IS
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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Execution Copy
AGREEMENT FOR REAL ESTATE
CONSULTING AND REPRESENTATION SERVICES
THIS AGREEMENT is made, entered into and executed in triplicate originals, either copy
of which may be considered and used as the original hereof for all purposes, as of this day of
March, 2001
BY AND AMONG THE CITY OF VERNON, hereinafter
referred to as the "Vernon" or "the City"
4305 Santa Fe Avenue
Vernon, California 90058
AND THE REDEVELOPMENT AGENCY OF
THE CITY OF VERNON, hereinafter
referred to as the "Agency,"
4305 Santa Fe Avenue
Vernon, California 90058
AND LEE & ASSOCIATES - COMMERCE, INC.,
hereinafter referred to as the "Consultant,"
500 Citadel Drive, Suite 140
Commerce, California 90040
RECITALS
WHEREAS, Vernon and Agency are in need of obtaining expert industrial real estate
advice concerning the purchase and sale of certain property described as: Los Angeles Tax Assessors
Parcel Map Book 5243 Page 17 Parcels 9 and 10 (the "Property"), from Agrashell, Inc. or its substitute
seller ("Seller"); and
WHEREAS, Consultant is an experienced industrial real estate broker and has provided
industrial real estate brokerage services in the City of Vernon; and
WHEREAS, Vernon and Agency desire to obtain the services of Consultant (i) to provide
advice relating to the acquisition of the Property; (ii) to provide representation services in assisting
Vernon and Agency in acquiring the Property; and (iii) to provide advice to Vernon and Agency on the
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I re -sale of the Property.
2 NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS,
3 THE PARTIES HERETO AGREE AS FOLLOWS:
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SECTION 1: Scope of Services.
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6 Vernon and Agency hereby agree to retain Consultant to represent Vernon and Agency in
7 the acquisition and/or re -sale of the Property. The services to be provided by Consultant shall include,
g providing market information, negotiation of business terms including purchase price and transaction
9 timeliness, supervision of the escrow transfer process, review of title insurance documentation, review
10 of environmental and soils Phase 1 and Phase 2 reports, review of construction and development
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analysis, in order to assist Vernon and Agency in the acquisition of the Property and/or the re -sale of all
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13 or part of the Property. Vernon and the Agency shall not be required by this Agreement to proceed with
14 the re -sale of the Property if Vernon or the Agency determines, in its discretion, that an acceptable end-
15 user is not available or that Vernon desires to retain all or part of the property for its own use.
16 SECTION 2: Compensation. m
17 a. Acquisition. In consideration for Consultant's services in connection with the
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acquisition of the Property, Vernon or Agency shall pay Consultant three percent (3%) of the total
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purchase price. Such amount shall be due to Consultant after Vernon or the Agency and the Seller have
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21 executed an appropriate Purchase and Sale Agreement; (2) all contingencies set forth in the Purchase
22 and Sale Agreement have been satisfied or waived by the party for whose benefit such contingency has
23 been included; and (3) escrow on said transaction closes.
24 b. Re -Sale. In consideration for Consultant's services in connection with the.
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re -sale of all or part of the Property by Vernon or the Agency to an end -user and/or a developer with an
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end -user in tow that is acceptable to the City or the Agency, Vernon or the Agency shall pay Consultant
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1 SECTION 3: Term.
2 This Agreement shall automatically terminate upon completion by Consultant of the
3 services identified in Section 2, "Scope of Services". The City and the Agency shall also have the
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option of terminating the Agreement, upon five (5) days written notice to Consultant, if Consultant is
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6 unable to complete the re -sale of all or part the Property, as desired by the City or the Agency, within six
7 (6) months from the date that the City or the Agency acquire the Property.
g SECTION 4: Method of Payment.
9 Within thirty (30) days after the commissions are due hereunder, the Consultant shall
10 submit an invoice to the Agency stating the amount due to Consultant. The Agency's approval of the
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invoice shall not be unreasonably withheld.
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13 SECTION 5: Independent Contractor.
14 a. The Consultant shall be an independent contractor, and shall have'no power to
15 incur or to cause to be incurred any debt or obligation for or on behalf of Vernon or the Agency.
16 Neither Vernon or the Agency nor any of its officers, agents or employees shall have any control over
17 the conduct of the Consultant, or any of the Consultant's employees, except as herein set forth, and the
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Consultant expressly warrants not to represent, at any time or in any manner, that it, or any of its agents,
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20 servants or employees, are agents, servants or employees of Vernon or the Agency. The Consultant's
21 obligations to Vernon or the Agency are solely prescribed by this agreement.
22 b. Consultant shall not have the right and shall not legally obligate Vernon or the
23 Agency in any transaction without receiving express written approval from Vernon or Agency. All
24 negotiations with respect to the Property shall only be undertaken pursuant to written instructions given
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by Vernon or the Agency. Consultant shall have permission to contact prospective end -users or
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27 developers with end -users in tow on behalf of Vernon or the Agency to solicit sales or purchase
28 information on behalf of Vernon or Agency.
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SECTION 6: Consultant Representatives.
Jack R. Cline, Jr. shall be principally responsible for the Consultant's obligations under this
agreement. Designation of another responsible principal or project manager by the Consultant shall not
be made without the prior written consent of the City or the Agency.
SECTION 7: City/Agency Liaison.
The Consultant shall perform under the general instructions of the City Administrator or
his designee, and all communications, instructions and directions on the part of the City or Agency shall
be communicated exclusively through the City Administrator or his designee.
`SECTION 8: Ownership of Documents.
Vernon, the Agency and the Consultant agree that all documents, data, studies, surveys,
drawings, maps, models, photographs, and reports prepared as a result of this agreement shall be the sole
Property of Vernon and/or the Agency. All such information prepared or assembled by the Consultant
in connection with the performance of its services pursuant to this agreement is confidential until
released by Vernon and/or the Agency to the public and the Consultant agrees that such`documents shall
not be available to any individual or organization without the written consent of Vernon Add/or the
Agency prior to such release. All such reports, information, data and exhibits shall be delivered to
Vernon and/or the Agency upon demand. No reports, -maps, or other documents produced in whole or in
part under this agreement shall be the subject of in application for copyright by or on behalf of the
Consultant.
SECTION 9: Confidential Information.
a. Access to Confidential Information. The Agency or Vernon may provide
Consultant with, or allow Consultant access to, certain information not available to the public
concerning Vernon, or businesses located in Vernon. The information may include company
information, taxes, sales, value of assets, or other such information. All such information shall be
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considered "Confidential Information" and may not be used to circumvent the responsibility of either
party to this Agreement.
b. No Disclosure. Except as expressly permitted, Consultant shall not disclose,
permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part
of such Confidential Information to any other person or entity, whether corporate, governmental, or
individual, without the express prior written consent of an authorized representative of Vernon or the
Agency. Consultant shall return any written Confidential Information, and all copies made of such
items, to Vernon or the Agency upon Vernon or the Agency's written request, but in any event not later
than the date that the Consultant has performed all services to be performed pursuant to this agreement. .
Consultant hereby agrees that such Confidential Information and any documents provided may be used
by Consultant only as authorized by Vernon or the Agency. Consultant shall take reasonable measures
to avoid any disclosure of any such Confidential Information to any unauthorized person.
C. Court Ordered Disclosure. Consultant shall immediately notify Vernon or the
Agency of any court order or subpoena requiring disclosure of Confidential Information, and shall
cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may
only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after
legal counsel has exhausted any lawful and timely appeal or challenge.
d. Remedies. In addition to any other remedies that it may have at law or in equity,
the Agency shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the Confidential Information provisions of this
Agreement. Consultant acknowledges that in case of such breach or threatened breach of said
provisions, the Agency would have no adequate remedy at law.
SECTION 10: Interests of Consultant.
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The Consultant affirms that it presently has no interest and shall not have any interest,
direct or indirect, in the Property that is the subject of this Agreement or any other interest that would
conflict in any manner with performance of the services contemplated by this Agreement. No person
having such interest shall be employed by or be associated with the Consultant. In the event that a
conflict of interest occurs or is discovered, Consultant shall notify Vernon and the Agency within two
(2) business days. Vernon and the Agency may, at their discretion, consent to or otherwise waive
Consultant's conflict of interest.
SECTION 11: Indemni .
The Consultant shall hold harmless and indemnify Vernon and the Agency against any and
all obligations or liabilities whatsoever arising out of the Consultant's performance of this Agreement.
SECTION 12: Validi
The validity, interpretation and performance of this Agreement shall be controlled and
construed under the laws of the State of California.
SECTION 13: Products of Consulting.
All products of consulting services with the exception of computer software developed by
the Consultant, shall become the property of Vernon or the Agency and shall be delivered to Vernon or
the Agency before the end of the performance of this Agreement.
SECTION 14: Assigmnent Prohibited.
Consultant may not assign any right or obligation pursuant to this Agreement except with
the express written consent of the City or the Agency. Any other attempted or purported assignment of
any right or obligation pursuant to this Agreement shall be void and of no effect.
SECTION 15: Notices.
Notices to the parties unless otherwise requested in writing shall be sent to:
VERNON: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST, CITY ADMINISTRATOR
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4305 SANTA FE AVENUE
VERNON, CA 90058-0805
AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST, EXECUTIVE DIRECTOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
CONSULTANT: LEE & ASSOCIATES — COMMERCE, INC.
ATTN: JACK R. CLINE, JR.
500 CITADEL DRIVE, SUITE 140
COMMERCE, CA 90040
SECTION 16: Entire Agreement.
This Agreement constitutes the whole agreement between the parties hereto with respect to
the subject matter hereof, and neither party nor any of its agents or employees has made any
representation, except as specifically provided. Neither party, in executing or performing this
Agreement is relying upon any statement of information to whomsoever made or given, directly or
indirectly, verbally or in writing, by any individual or corporation, except as specifically provided
herein.
IN WITNESS WHEREOF, Vernon, the Agency and the Consultant have executed this
Agreement as of the date first hereinabove set forth.
ATTEST:
BY:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
CITY OF VERNON
BY:
LEONIS C. MALBURG, Mayor
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2 BY:
3 EDUARDO OLIVO, City Attorney
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8 ATTEST:
9 BY:
10 BRUCE V. MALKENHORST, Secretary
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APPROVED AS TO FORM:
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13 BY:
14 EDUARDO OLIVO, Legal Counsel
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REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
BY:
LEONIS C. MALBURG, Chairman
LEE & ASSOCIATES — COMMERCE, INC.
BY:
Name:
Title:
10
SUPPORTING
DOCUMENTS
CITY COUNCIL
OEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
April 18, 2001
Lee and Associates - Commerce, Inc.
Attn: Jack R. Cline, Jr.
500 Citadel Drive, Suite 140
Commerce, CA 90040
Re: Real Estate Agreement
Dear Mr. Cline:
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
STEVEN E. PARKER
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Transmitted herewith is an original copy of a fully executed Agreement
for Real Estate Consulting and Representation Services approved by the
Vernon City Council at their meeting of March 21, 2001.
If you have any questions regarding this matter, please call Mr. Bruce
V. Malkenhorst at 323/583-8811 ext. 260.
Very truly yours,
Glori,"jj 0 sco
Chief Deputy City Clerk
BVM:ng
Agreement File No. 01-024
THE R.EDEVEibPWT AGENCY OF THE CITY OF VERNON
4305 Santa Fe Avenue, Vernon, California 90058 (323) 583-8811 FAX (323) 581-7924
March 22, 20 10 ff
Via Facsimile and—U.—S. Mail
Philip T. Attalla
McKinney Travers Oncor .
2833 Leonis Blvd., Suite 311
Vernon, California 90058-0805
Re: Thirty Day Notice for Termination of Services
Dear Mr. Attalla:
According to Se
ction 2 of the Confidential Agreement for Real Estate Consulting
and Representation Services (the "Agreement"), the term of the Agreement "shall continue for a
period of twelve (12) months, subject to Vernon and Agency's right to terminate the services
provided for herein, on thirty (30) days written notice." Given your reluctance to amend this
agreement so that McKinney Travers - Oncor would no longer serve as an exclusive broker on
behalf of the City of Vernon Redevelopment Agency (the "Agency") , the Agency has no choice
but to terminate the Agreement. Please be advised that this letter should be considered the thirty
(30) days written notification consistent with the requirements of Section 2 of the Agreement.
Very truly yours,
G/
Bruce V. alkenhorst
Executive Director
DIRECTORS. Leonis C. Malburg, Chairman; Thomas A. Ybarra, Vice Chairman; Wm. `Bill" Davis, Director
H. 'Larry" Gonzales, Director, W. Michael McCormick, Director EXECUTIVE DIRECTOR/SECRETARY
Bruce V. Malkenhorst LEGAL COUNSEL Eduardo Olivo
CITY "'OUNCIL
LE6NIS C. MALBUR(ar
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
March 22, 2001
Via Facsimile and U. S. Mail
Philip T. Attalla
McKinney Travers • Oncor
2833 Leonis Blvd., Suite 311
Vernon, California 90058-0805
Re: Thirty Day Notice for Termination of Services
Dear Mr. Attalla:
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
STEVEN E. PARKER
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
According to Section 2 of the Confidential Agreement for Real Estate Consulting
and Representation Services (the "Agreement"), the term of the Agreement "shall continue for a
period of twelve (12) months, subject to Vernon and Agency's right to terminate the services
provided for herein, on thirty (30) days written notice." Given your reluctance to amend this
agreement so that McKinney Travers • Oncor would no longer serve as an exclusive broker on
behalf of the City of Vernon, the City has no choice but to terminate the Agreement. Please be
advised that this letter should be considered the thirty (30) days written notification consistent
with the requirements of Section 2 of the Agreement.
Very truly yours,
Bruce V. Malkenhorst
City Administrator
03/26/2001 08:31 FAX 323 581 7924 CITY OF VRRNON Cool
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THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON
4305 Santa Fe Avenue, Vernon, California 90058 (323) .583-8811 FAX (323) 581-7924
March 22, 2001
Yid .Facsimile and U. S. It�ail
Philip T. Attalla
McKinney Travers • Oncor
2833 Loons Blvd., Suite 311
Vernon, California 90058-0805
Re: ThiM Day Notice for Termination of Services
Dear. Mr. Attalla:
According to Section 2 of the Confidential Agreement for Real Estate Consulting
and Representation Services (the "Agreement', the term of the Agreement "shall continue for a
period of twelve (12) months, subject to Vernon and Agency's right to teminate the services
provided for herein, on thirty (30) days written notice." Given your reluctance to amend this
agreement so that McKinney Travers • Oncor Would no longer serve as an exclusive broker on
behalf of the City of Vernoia Redevelopment Agency (the "Agency") , the Agency has no choice
but to terminate the Agreement. Please be advised that this letter should be considered the thirty
(30) days written notification consistent with the requirements of Section 2 of the Agreement.
Vnry truly vrnirc