Resolution No. 8681
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RESOLUTION NO. 8681
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
LISTING AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND CB RICHARD ELLIS
6 WHEREAS, the City of Vernon needs the services of a broker
7 to sell and/or negotiate leases for property located at 4900 (a)
8 Bandini Boulevard in the City of Vernon; and
9 WHEREAS, on March 2, 2005, the Finance Committee considered
10 the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
11 February 10, 2005, that a listing agreement with CB Richard Ellis be
12 approved and executed; and
13 WHEREAS, the City Council of the City of Vernon has
14 determined that, pursuant to the provisions of subsection (a) of
15 Section 2.27 of the Vernon City Code, it is in the public interest
16 and necessity to enter into a contract with CB Richard Ellis.
17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
18 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
20 finds and determines that the recitals contained hereinabove are true
21 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
23 approves the Exclusive Leasing Listing Agreement, Exclusive Sales
24 Listing Agreement and the Schedule of Sale and Lease Commissions
25 (collectively the ~Agreements") with CB Richard Ellis, Inc., a copy of
26 which is attached hereto as Exhibit A and incorporated by reference.
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SECTION 3:
The City Council of the City of Vernon hereby
28 authorizes the Mayor to execute said Agreements for, and on behalf of,
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1 the City of Vernon and the City Clerk is hereby authorized to attest
2 thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
4 directs the City Clerk, or his designee, to send one of the fully
5 executed Agreements to:
CB Richard Ellis, Inc.
Attn. John Privett, Senior Vice President
500 Citadel Drive, Suite 301
Commerce, CA 90040
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 2nd day of March, 2005.
ATTE.vST.Lj/ :
~. v-/~
BRUCE V. MALKENHORST, City Clerk
~~/~-'~r/~
~E;gNIS C: ~ MA BURG,JMaYOr
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1 STATE OF CALIFORNIA
2 COUNTY OF LOS ANGELES
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8681, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday, March 2,
8 2005, and thereafter was duly signed by the Mayor of the City of
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EXHIBIT
A
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CBRE
EXCLUSIVE LEASING LISTING AGREEMENT
CB RICHARD ELLIS
CD RICHARD ELUS. INC.
BROKERAGE AND MANAGEMENT
UCENSED REAL ESTATE BROKER
1. In consideration of the listing for lease of the real property hereinafter described (the "Property") by CB RICHARD
ELLIS, INC., ("Broker") and Broker's agreement to use its best efforts to effect a lease or leases of same, the
undersigned ("Owner") hereby grants to Broker the exclusive right to negotiate a lease or leases of the Property for a
period commencing Februarv 25 . 2005, and ending midnight Auoust 24 , 2005 (the "Term").
The lease(s) shall be on the following terms: $0.10 NNN for oar land SQuare foot term to be determined.
The Property is situated in the City of Vernon , County of Los Anoeles
State of Califomia . is located at and is further described as an approximatelv 8.5 acres or 370.260 SQuare
foot parcel of land located at 4900 (a) Bandini Boulevard. Vemon. CA
APN# 6332 002 943 (NEC Atlantic and Bandinil
References herein to the Property shall be understood to include portions of the Property.
2. Owner agrees to pay Broker a leasing commission in accordance with Broker's Schedule of Sale and Lease
Commissions (the "Schedule"), a copy of which is executed by Owner, attached hereto and hereby made a part hereof.
This commission shall be eamed for services rendered if, during the Term: (a) the Property is leased to a tenant
procured by Broker, Owner or anyone else; (b) a tenant is procured, by Broker, Owner, or anyone else, who is ready,
willing and able to lease the Property on the terms above stated, or on any other terms agreeable to Owner; (c) any
contract for the lease of the Property is entered into by Owner; or (d) Owner removes the Property from the market
Broker is authorized to co-operate with and to share its commission with other licensed real estate brokers, regardless
of whether said brokers represent prospective tenants or act as Broker's subagents.
3. Owner further agrees to pay Broker a commission in accordance with the Schedule, if. within one hundred twenty (120)
. calendar days after the expiration or termination of the Term the Property is leased to, or negotiations continue, resume
or commence and thereafter continue leading to the execution of a lease with any person or entity (including hislherlits
successors, assigns or affiliates) with whom Broker has negotiated (either directly or through another broker or agent)
or to whom the Property has been submitted prior to the expiration or termination of the Term. Broker is authorized to
continue negotiations with such persons or entities. Broker agrees to submit a list of such persons or entities to Owner
not later than fifteen (15) calendar days following the expiration or termination of the Term, provided, however, that if a
written offer has been submitted it shall not be necessary to include the offeror's name on the list
4. OWNER FURTHER AGREES THAT (a) IF A SALE, EXCHANGE OR OPTION TO PURCHASE THE PROPERTY IS
MADE DURING THE TERM TO ANYONE, OR (b) IF, WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS
AFTER THE EXPIRATION OR TERMINATION OF THE TERM, THE PROPERTY IS SOLD, EXCHANGED, OR AN
OPTION TO PURCHASE IS GRANTED, OR NEGOTIATIONS CONTINUE, RESUME OR COMMENCE AND
THEREAFTER CONTINUE LEADING TO A SALE, EXCHANGE OR GRANT OF AN OPTION TO ANY PERSON OR
ENTITY AS DESCRIBED IN PARAGRAPH 3 ABOVE, OWNER SHALL PAY BROKER A SALES COMMISSION IN
ACCORDANCE WITH THE SCHEDULE.
5. Commissions shall be payable hereunder when eamed or at lease execution, closing, closing of escrow, recordation of
the deed, or possession by the purchaser or tenant The lease commissions shall be due and payable to the Broker
fifty (50%) percent on execution of the lease by Owner and the Tenant and balance upon Tenanfs occupancy.
6. If security, eamest money or similar deposits made by a prospective tenant or purchaser are forfeited, in addition to any
other rights of Broker pursuant to this Agreement, Broker shall be entitled to one-half (112) thereof, but not to exceed the
total amount of the anticipated commission.
7. To the extent pemlitted by applicable law, BFOker is authoFized te deduGt its commissioRs fFOm any depesits, flaymeRts
er ether wnds, iRcludiRg pr-eceeds at rental paymeRts er sale, flaid by a tenant er flUFGhaser iR S9RReGtien with a
tmnsactieR Gentemplated by this .^.greement, and OWRer her-eby iFre'/ooably assigRs said WREl6 and pr.oceeds to Breker
te the eldent necessa!)' te flay said cemmissions. BFOker is autheFized te pr.ovide a cef'lY at this AgreemeRt to any
tenaRt er eSCFOW er Glesing ageRt '}/eA<iRg OR such tFaRsastien, aRd sush essFOW or slesiRg ageRt, er tenant, is hereby
instFYGtod by Owner te pay Br-oker's commissiens fFOm any sush funds er flFQSeeds l:l'Iailable. (Nmer shall FQmaiR liable
for the eRtire ameuRt 9f said commissions r-egor4loss ef '.'fhether BFQkor oxeFGises its Fiii/lts uRder this paFagFaph.
8. Owner and Broker agree that the Property will be offered in compliance with all applicable federal, state and local anti-
discrimination laws and regulations.
9. Owner agrees to cooperate with Broker in effecting leases of the Property and immediately to refer to Broker all
inquiries of anyone interested in the Property. All negotiations are to be through Broker. Broker is authorized to accept
a deposit from any prospective tenant and to handle it in accordance with the instructions of the parties unless contrary
to applicable law. Broker is exclusively authorized to advertise the Property and exclusively authorized to place a
sign(s) on the Property if, in Broker's opinion, such would facilitate the leasing of the Property. Owner represents that it
is the owner of the Property. Owner and its counsel will be responsible for determining the legal sufficiency of a lease
and any other documents relating to any transaction contemplated by this Agreement
10. Owner agrees to disclose to Broker and to prospective tenants or purchasers any and all information which Owner has
regarding present and future zoning and environmental matters affecting the Property and the condition of the Property,
including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB
transformers, other toxic, hazardous or contaminated substances, and underground storage tanks in, on or about the
Property. Broker is authorized to disclose any such information to prospective tenants or buyers.
1
Form No. 2029.05 (CA) Rev 9/00
11. Owner acknowledges that Broker is a national brokerage finn and that in some cases it may represent. prospective
tenants or purchasers. Owner desires that the Property be presented to such persons or entities, and consents to the
dual representation created thereby. Broker shall not disclose the confidential information of one principal to the other.
12. In the event that the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify Broker
of the same, and shall promptly take all steps necessary to obtain court approval of Broker's appointment, unless
Broker shall elect to tenninate this Agreement upon said notice.
13. In the event that the Property becomes the subject of foreclosure proceedings prior to the expiration of this Agreement,
then this Agreement shall be deemed suspended until such time as the Owner may reacquire his interest in the
Property within the T arm. If this Agreement is suspended pursuant to this paragraph, Broker shall be free to enter into a
listing agreement with any receiver, the party initiating the foreclosure, the party purchasing the Property at a
foreclosure sale, or any other person having an interest in the Property.
14. In the event of any dispute between Owner and Broker relating to this Agreement, the Property or Owner or Broker's
perfonnance hereunder, Owner and Broker agree that such dispute shall be resolved by means of binding arbitration in
accordance with the commercial arbitration rules of the AmeFisaR J\l'bitmtioR .'\esOGiatioR, Judicial Arbitration and
Mediations Services Inc., and judgment upon the award rendered by the arbitrator(s) may be entered in any court of
competent jurisdiction. Depositions may be taken and other discovery obtained during such arbitration proceedings to
the same extent as authorized in civil judicial proceedings in the state where the office of Broker executing this
Agreement is located. The arbitrator(s) shall be limited to awarding compensatory damages and shall have no authority
to award punitive, exemplary or similar type damages. The prevailing party in the arbitration proceeding shall be
entitled to recover its expenses, including the costs of the arbitration proceeding, and reasonable attorneys' fees.
15. In the event that Owner lists Property with another broker after the expiration or termination of this Agreement, Owner
agrees to provide in the subsequent listing agreement that a commission will not be payable to the new broker with
respect to transactions for which Owner remains obligated to pay a commission to Broker under paragraphs 3 or 4
hereof. Owner's failure to do so, however, shall not affect Owner's obligations to Broker under paragraphs 3 or 4
hereof.
16. Each signator to this Agreement represents and warrants that (s)he has full authority to sign this Agreement on behalf
of the party for whom (s)he signs and that this Agreement binds such party.
17. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior discussions,
negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or withdrawal of this
Agreement shall be valid or binding unless made in writing and signed by both Owner and Broker. This Agreement
shall be binding upon, and shall benefit, the heirs, successors and assignees of the parties.
18. The parties hereto agree to comply with all applicable federal, state and local laws, regulations. codes, ordinances and
administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement, including, but
not limited to, the 1964 Civil Rights Act and all amendments thereto. the Foreign Investment In Real Property Tax Act,
the Comprehensive Environmental Response Compensation and liability Act, and The Americans With Disabilities Act.
*Prornotional Development Brochures may include a building or buildings of approximatety 165,000 square feet at a price to be
detennined.
The undersigned Owner hereby acknowledges receipt of a copy of this Agreement
Accepted:
CB Richard Ellis, Inc.
licensed Real Estate
a(n)
City of Vemon
Owner
By:
By:
Bart Pucci
Senior Vice President
Title:
Address:
Addres
Commerce. CA 90040
Date:
Telephone:
Telephone: 323-838-3100 (fax) 323-838-3155
CONSULT YOUR ADVISORS - This document has legal consequences. No representation or recommendation is
made by Broker as to the legal or tax consequences of this Agreement or the transactions(s) which it contemplates.
These are questions for your attomey and financial advisors.
2
Form No. 2029.05 (CA) Rev 9/00
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CBRE
EXCLUSIVE SALES LISTING AGREEMENT
CB RICHARD ELLIS
CB RICHARD ELLIS, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
1. In consideration of the listing for sale of the real property hereinafter described (the" Property") by CB RICHARD
ELLIS, INC. ("Broker"), and Broker's agreement to use its best efforts to effect a sale of same, the undersigned
("Owner") hereby grants to Broker the exclusive right to sell or lease the Property for a period commencing
Februarv 25 , 2005 , and ending midnight August 24 , 2005 (the "Term"), at a price of
Ten Million Five Hundred Thousand Dollars ($ 10,500.000 ) upon the following
The Property is situated in the City of Vernon , County of Los Angeles ,State of Califomia ,
and is further described as consisting of an aooroximatelv 8.5 acre site or 370.260 sguare feet of land.
APN# 6332 002 943 (NEC Atlantic and Bandinj)
References herein to the Property shall be understood to include portions of the Property.
2. Owner agrees to pay Broker a sales commission in accordance with Broker's Schedule of Sale and Lease
Commissions (the "Schedule"), a copy of which is executed by Owner, attacned hereto and hereby made a part
hereof. This commission shall be eamed for services rendered if, during the Term: (a) the Property is sold to a
purchaser procured by Broker, Owner or anyone else; (b) a purchaser is procured by Broker, Owner, or anyone
else who is ready, willing and able to purchase the Property at the price and on the terms above stated, or on any
other price and terms agreeable to Owner; (c) any contract for the sale of the Property is entered into by Owner;
(d) Owner removes the Property from the market or the Property is transferred due to eminent domain or the
threat thereof, foreclosure or conveyance in lieu of foreclosure; (e) Owner contributes or conveys the Property to a
partnership, joint venture or other business entity; (f) Owner is a corporation, partnership or other business entity
and an interest in such corporation, partnership or other business entity is transferred, whether by merger, outright
purchase or otherwise, in lieu of a sale of the Property. Broker is authorized to cooperate with and to share its
commission with other licensed real estate brokers, regardless of whether said brokers represent prospective
purchasers or act as Broker's subagents.
3. As used in this Agreement the term "sale" shall include an exchange of the Property, and also the granting of an
option to purchase the Property. Owner agrees that in the event such an option is granted, Owner shall pay
Broker a sales commission in accordance with the Schedule on the price paid for the option and for any
extensions thereof. This commission shall be paid upon receipt by Owner of any such payment(s). In the event
such an option is exercised, whether during the Term or thereafter, Owner shall also pay Broker a sales
commission on the gross sales price of the Property in accordance with the Schedule. Notwithstanding the
foregoing, to the extent that all or part of the price paid for the option or any extension thereof is applied to the
sales price of the Property, then any commission previously paid by Owner to Broker on account of such option
payments shall be credited against the commission payable to Broker on account of the exercise of the option.
4. Owner further agrees that Owner shall pay Broker a commission in accordance with the Schedule if, within one
hundred twenty (120) calendar days after the expiration or termination of the Term, the Property is sold to, or
Owner enters into a contract of sale of the Property with, or negotiations continue, resume or commence and
thereafter coritinue leading to a sale of the Property to any person or entity (including hislherlits successors,
assigns or affiliates) with whom Broker has negotiated (either directly or through another broker or agent) or to
whom the Property has been submitted prior to the expiration or termination of the Term. Broker is authorized to
continue negotiations with such persons or entities. Broker agrees to submit a list of such persons or entities to
Owner no later than fifteen (15) calendar days following the expiration or termination of the Term, provided,
however, that if a written offer has been submitted then it shall not be necessary to include the offeror's name on
the list.
5. OWNER FURTHER AGREES THAT (a) IF A LEASE OF THE PROPERTY IS ENTERED INTO DURING THE
TERM TO ANYONE, OR (b) IF, WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS AFTER THE
EXPIRATION OR TERMINATION OF THE TERM, THE PROPERTY IS LEASED TO, OR OWNER ENTERS
INTO A CONTRACT TO LEASE THE PROPERTY WITH, OR NEGOTIATIONS CONTINUE, RESUME OR
COMMENCE AND THEREAFTER CONTINUE LEADING TO THE LEASE OF THE PROPERTY TO ANY
PERSON OR ENTITY AS DESCRIBED IN PARAGRAPH 4 ABOVE, OWNER SHALL PAY BROKER A LEASING
COMMISSION IN ACCORDANCE WITH THE SCHEDULE.
6. Commissions shall be payable hereunder when earned or at the earliest of closing, ctose of escrow, recordation of
deed, lease execution, or taking of possession by the purchaser or tenant.
7. Unless otherwise provided herein, the terms of sale shall be. at the option of the purchaser, either cash or cash to
any existing loan. Any offer may contain normal and customary contingencies such as those relating to the
condition of the Property, title report, and timing of closing.
8. Owner and Broker agree that the Property will be offered in compliance with all applicable anti-discrimination laws.
9. Owner agrees to cooperate with Broker in bringing about a sale of the Property and to refer immediately to Broker
all inquiries of anyone interested in the Property. All negotiations are to be through Broker. Broker is authorized to
accept a deposit from any prospective purchaser and to handle it in accordance with the instructions of the parties
unless contrary to applicable law. Broker is exclusively authorized to advertise the Property and, exclusively, to
place a sign{s) on the Property if, in Broker's opinion, such would facilitate the sale of the Property. Owner and its
counsel will be responsible for determining the legal sufficiency of a purchase and sale agreement and other
documents relating to any transaction contemplated by this Agreement.
10. In the event the Property is removed from the market due to the opening of an escrow or acceptance of an offer to
purchase the Property during the Term, or any extension thereof, and the sale is not consummated for any reason
then, in that event, the Term shall be extended for period of time equal to the number of days that the escrow had
been opened and/or the Property had been removed from the market, whichever is longer, provided that, in no
event shall such extension{s) exceed one hundred eighty (180) calendar days in the aggregate.
Form No.5420.05 Rev 10/00
,.
11. Owner agrees to disclose &0 Broker and to prospective purchasers and 'tenants any and all information which'
Owner has regarding present and future zoning and environmental matters affecting the Property and regarding
the condition of the Property. including, but not limited to structural, mechanical and soils conditions. the presence
and location of asbestos, PCB transformers. other toxic, hazardous or contaminated substances. and
underground storage tanks, in, on. or about the Property. as well as whether the Property is or may be situated in
a flood zone or an Earthquake Fault Zone and/or a Seismic Hazard Zone. as defined in Section 2621 et seq. and
2690 et seq. of the California Public Resources Code. Broker is authorized to disclose any such information to
prospective purchasers or tenants.
12. Owner represents that it is the owner of the Property and that, except as may be set forth in an addendum
attached hereto, no person or entity who has an ownership interest in the Property is a foreign person as defined
in the Foreign Investment in Real Property Tax Act (commonly known as "FIRPTA").
13. If earnest money or similar deposits made by a prospective purchaser or tenant are forfeited. in addition to any
other rights of Broker pursuant to this Agreement. Broker shall be entitled to one-half (1/2) thereof, but not to
exceed the total amount of anticipated commission.
14. T (l the extent permitteEl by applicable law, Br<Jker is al,/thorizeEl fa EleElIIGl its €lommissions from any depElsits,
payments Elr ather funEls, inGllIEling praseeEls af sale or renlal payments, paiEl by a pllrGhaser Elr tenant in
conneGtian 'J:ith a tr-ansactiEln €lontemplateEl by this Agreement, anEl O.....Rer hereby irre';ocably assigns said fllnEls
anElllr-eseeEls to 8raker tel the extent necessary ta pay saiEl oommissiens. Br<Jker is allthoriz-eEl to pr.e\,iEle a oopy
of this -'\greemeRt ta any eSGrO'N or slasing agent werking an sllch tFansaction, anEl sllsh escrO':: or Glosing agent
is her-eby instFUGteEl by OtJRer to pay Br-oker's commissions fFom any sl,/€lh funEls ar praGeeEls available. Otmer
shall r-emain liaGle for the entire amollnt at saiEl €lommis&ions r-egar4less at '11l:lether Br<Jker E>><eroises its ,Fights
I,/nder this paragraph.
15. Owner acknowledges that Broker is a national brokerage firm and that in some cases it may represent prospective
purchasers and tenants. Owner desires that the Property be presented to such persons and entities and consents
to the dual representation created thereby. Broker shall not disclose the confidential information of one principal to
the other.
16. In the event that the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify
Broker of the same, and shall promptly take all steps necessary to obtain court approval of Broker's appointment,
unless Broker shall elect to terminate this Agreement upon said notice.
17. In the event that the Property becomes the subject of foreclosure proceedings prior to the expiration of this
Agreement. then this Agreement shall be deemed suspended until such time as Owner may reacquire the
Property within the Term. If this Agreement is suspended pursuant to this paragraph. Broker shall be free to enter
into a listing agreement with any reCeiver, the party initiating the foreclosure, the party purchasing the Property at a
foreclosure sale, or any other person having an interest in the Property.
18. ARBITRATION OF DISPUTES. In the event of any dispute between Owner and Broker relating to this
Agreement, the Property or Owner or Broker's performance hereunder, Owner and Broker agree that such dispute
shall be resolved by means of binding arbitration in accordance with the commercial arbitration rules of the
,^.meriGan J\r:9ifrafien I\ssasiation, Judicial Arbitration and Mediation Services, Inc., and judgment upon the award
rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Depositions may be taken and
other discovery obtained during such arbitration proceedings to the same extent as authorized in civil judicial
proceedings in the State of California. The arbitrator(s) shall be limited to awarding compensatory damages and
shall have no authority to award punitive, exemplary or similar type damages. The prevailing party in the
arbitration proceeding shall be entitled to recover its expenses, including the costs of the arbitration proceeding,
and reasonable attorneys' fees.
NOTICE: BY INITIALLING 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
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE
SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION
OF DISPUTES' PROVISION. IF YVOU 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 THE ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
DISPUTES'PROVISION TO NEUTRAL ARBITRATION.
OWNER
19. In the event that Owner lists the Property with another r er after the expiration or termination of this Agreement,
Owner agrees to provide in the subsequent listing eement that a commission will not be payable to the new
2
Form No.5420.05 Rev 10100
broker with respect to transactions for which OWner remains 06ligated to pay a commission to Broker under'
paragraph 4 or 5 hereof. OWner's failure to do so, however, shall not affect Owner's obligation to Broker under
paragraph 4 or 5 hereof.
20. Each signator to this Agreement represents and warrants that he or she has full authority to sign this Agreement
on behalf of the party for whom he or she signs and that this Agreement binds such party.
21. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior
discussions, negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or
withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Owner and
Broker. This Agreement shall be binding upon, and shall benefit, the heirs, successors and assignees of the
. parties. In the event any clause, provision, paragraph or term of this Agreement shall be deemed to be
unenforceable or void based on any controlling state or federal law, the remaining provisions hereof, and each
part, shall remain unaffected and shall continue in full force and effect.
22. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances
and administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.
The undersigned Owner hereby acknowledges receipt of a copy of this Agreement and the Schedule.
Accepted:
CB Richard Ellis, Inc.
Licensed Real Estate B
City of Vernon
g{nl
By:
By:
Title:
Address:
Address: 500 Citadel Drive. Suite 301
Commerce. CA 90040
Telephone:
Telephone: 323-838-3100 ifax) 323-838-3155
*Promotional or Development Brochures may include a
building or buildings of approximately 165,000 square feet
at a price to be determined.
CONSULT YOUR ADVISORS - This document has legal consequences. No representation or recommendation is
made by Broker as to the legal or tax consequences of this Agreement or the transactions(s) which it contemplates.
These are questions for your attomey and financial advisors.
3
Form NO.5420.05 Rev 10100
.
CBRE SCHEDULE OF SALE AND LEASE COMMISSIONS
CB RICHARD ELUS CD RICHARD ELLIS. INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
FOR PROPERTY AT 4900 (a) Bandini Boulevard. Vernon. California, 90058
NOTICE: THE COMMISSION RATE FOR THE SALE, LEASE, RENTAL, OR MANAGEMENT OF REAL
PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND ITS CLIENT.
A. SALES:
As to sales of real property, Broker's commission shall be ~ 5% of the gross sales price. Gross sales price shall include any and all
consideration received or receivable, in whatever fonn, including but not limited to asSlUllption or release of existing liabilities. This
commission shall be paid when earned or at the close of escrow through escrow, or if there is no escrow, then upon recordation of the
deed; provided, however, if the transaction involves an installment contract, then payment shall be made upon execution of such
contract. In the event Owner contributes or conveys the Property or any interest therein to a joint venture, par1nership, or other
business entity, the commission shall be calculated on the fair market value of the Property, less the value of the interest in the Property
retained by or transferred to Owner, as the case may be, and shall be paid at the time of the contribution or transfer. If Owner is II
par1nership, corporation or other business entity, and an interest in the par1nership, corporation or other business entity is transferred,
whether by merger, outright purchase, or otherwise, in lieu of a sale of the Property, and applicable law does not prohibit the payment
of a commission in connection with such sale or transfer, the commission shall be calculated ~>n the fair market value of the Property,
rather than the gross sales price, multiplied by the percentage of interest so transferred, and shall be paid at the time of the transfer.
B. LEASES OR SUBLEASES:
Commissions shall be payable on execution of a lease by Owner and a tenant, in accordance with the fonowing rates:
GROSS LEASES
(Where landlord pays all or base year
portion of real estate taxes)
TERM OF LESS TH:\N 5 YEARS
5% af the total hase f8fttal. fer the mt 21
mODths ia whie.fl. r.flat is te he paiEi, plus
5% of the teml hase reatal fer the sext 12
IB9Dths ia whish r.ent is to he paiEi, plus
5% of the !etal hase rental fer the remainder
of the teIm.
NET LEASES
(Where tenant pays all real estate taxes)
TERM OF LESS THAN 5 YEARS
7% of the total base rental for the first 24
months in which rent is to be paid, plus
6% of the total base rental for the next 12
months in which rent is to be paid, plus
5% of the total base rental for the remainder
of the tenn
TERM OF 5 YEARS THROUGH 25 YEARS
5% of the teml hase _tal for the first 6G
moaths ia ",hieh reat is te he paiEi, plus
2l{%, tatal base reBtaI far the Delft 6G
moaths ia whieh reat is te he paid, plus
G% af the tetal hase reatal fer the remaiaEler
afthet8fIB.
TERM OF 5 YEARS THROUGH 25 YEARS
6% of the total base rental for the first 60
months in which rent is to be paid, plus
3 Yz% of the total base rental for the next 60
months in which rent is to be paid, plus
2Yz% of the total base rental for the remainder of
the term
The above rates are subject to the following provisions:
1. T.eRIt 8.J~M81'e Thtm)5 YeerB:
If 1\ lease teml. is in e).seas af 25 yellfS thea the saHUBissiaD shall he saleWated ealy RpaD the base reatal te he paid fer the Hmt
25 years af the lease t8fIB. .
2. Month to Month Tenancy:
The mininmm commission for a month to month tenancy, tenancy at will, or any other tenancy which is not reduced to a written
lease agreement between a tenant and Owner shall be equal to 50% the first month's base rental or $ , whichever is
greater. The commission shall be payable upon occupancy. In the event such a tenant subsequently executes a written lease with
Owner, either directly or with the assistance of Broker or anyone else, within 24 months Horn the date of initial occupancy, then
Broker shall receive a leasing commission with respect to such lease in accordance with the provisions of paragraph B., above.
3. Option(s} or Right(s} of First RefUsal to Renew, Extend Lease or Occupy Additional Space:
Ifa lease for which a commission is payable herennder contains (i) an option(s) orright(s) of first refusal to renew or extend, and
a lease term( s) is renewed or extended whether strictly in accordance with the tenns of such option( s) or right( s) or
otherwise and/or (ii) an option(s) or right(s) of first refusal to expand, and a tenant occupies additioual space whether strictly in
accordance with the tenns of such option(s) or right(s) or otherwise, then Owner shall pay a leasing commission in accordance
with the provisions of this Schedule on the additional base rental to be paid, calculated at the connnission tate applicable
hereunder to the years of the lease in which the additioual base rental is payable. Said commission shall be earned and payable at
the time the extended term commences or the additional space is occupied, as applicable.
4. Purchase of Property by Tenant:
If a lease for which a commission is payable hereunder contains an option, right of first refusal, or similar right, and a tenant, its
successors or assignees, or any agent, officer, employee or shareholder of a tenant purchases the Property whether strictly in
accordance with the tenns of such option, right of first refusal, similar right or otherwise during (a) the term of the lease, (b) any
extension thereof, or (c) within ninety days after the expiration thereof, then a sales commission shall be calculated and paid in
accordance with the provisions of Section A above; provided however, that there shan be a credit against such sales commission
1
Fonn No. 2040.16 (BalcersfieldlBeverly HillslCerrilOslGlendalelLos AngeleslRiverside!San Fernando ValIey/San Gabriel Valley/South BayNentura) Rev. 10/00
in the amount of lease eommissi~ns previously paid to Broker relating to'that portIon of the purchaser's lease term which is-
canceled by reason of such sale. In no event shall such credit exceed the amount of such sales commission.
5. Percentage Rent:
If a lease for which a commission is payable hereunder contains a percentage rent clause, Owner shall pay a commission on the
percentage rent payable by the tenant at the commission rate applicable to the period of the lease term for which the percentage
rent is payable. This commission shall be payable within fifteen days after the tenant's fInal payment and accounting of
percentage rent for the preceding lease year. Notwithstanding the foregoing, at the end of the third full lease year Owner shall
pay a commission on percentage rent for the remainder of the original term of the lease. For the purpose of calculating this
commission, the percentage rent for each remaining year of the term of the lease shall be deemed to be the same amount as the
percentage rent payable for the third full lease year.
The provisions hereof are subject to the terms and provisions of any Exclusive Sales Listing Agreement, Exclusive Leasing Listing
Agreement, Exclusive Subleasing Listing Agreement, Exclusive Representation Agreement or other agreement to which this Schedule
may be attached and which is executed by the parties hereto.
In the event Owner fails to make payments within the time limits set forth herein, then from the date due until paid the delinquent
amount shall bear interest at the maxinnnn rate pennitted in the state in which the office of the Broker executing this Schedule is
located. If Broker is required to institute legal action against Owner relating to this Schedule or any agreement of which it is a part,
Broker shall be entitled to reasonable attorneys' fees and costs.
Owner hereby acknowledges receipt of a copy of this Schedule and agrees that it shall be binding upon its heirs, successors and
assignees. In the event Owner sells or otherwise disposes of its interest in the Property, Owner shall remain liable for payment of the
commissions provided for in this Schedule and any agreement of which it is a part, including, without limitation, the commission
obligations set forth in paragraphs 3, 4, and 5 of Section B, unless the purchaser or transferee asswnes all of such obligations in
writing. The term "Owner" as used herein shall be deemed to include the owner of the Property, a party under contract to acquire the
Property, a tenant under a ground lease and a tenant of the Property wishing to effect a sublease, lease assignment, or lease
cancellation. The term "tenant" as used herein shall be deemed to include any subtenant, or assignee of a tenant, and the term "lease"
shall be deemed to incInde a sublease or lease assigmnent.
APPROVED this
day of
. 2005
Citv of Vernon
Owner
CB Richard Ellis, Inc.
Licensed Real Estate Broker
By:
Title:
By:
Title:
I Bart Pucci
I Senior Vice President
By:
Title:
S:\AAOA TAIAAMASTERIGENERAlIBROKERAGIGENERAI.\FORMSIlEGAL\2040151._
2
Fonn No. 2040.16 (BakerslieldlBev.rty HillslCetriloslGlenda1elLos AngeIeslRiversidelSan Fernando VaDeylSan Gabriel VaDey/South BayNenIw1l) Rev. 10/00
CBRE
C8 RICHARD ELLIS
EXCLUSIVE LEASING LISTING AGREEMENT
CB RICHARD ELLIS, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
1. In consideration of the listing for lease of the real property hereinafter described (the "Property") by CB RICHARD
ELLIS, INC., ("Broker") and Broker's agreement to use its best efforts to effect a lease or leases of same, the
undersigned ("Owner") hereby grants to Broker the exclusive right to negotiate a lease or leases of the Property for a
period commencing Februarv 25 ,~, and ending midnight Auaust 24 , 2005 (the "Term").
The lease(s) shall be on the following terms: $0.10 NNN for oer land SQuare foot. term to be determined.
The Property is situated in the City of Vernon , County of Los Anaeles
State of California . is located at and is further described as an aooroximatelv 8.5 acres or 370.260 SQuare
foot Darcel of land located at 4900 (a) Bandini Boulevard. Vernon, CA
APN# 6332 002 943 (NEC Atlantic and Bandinj)
References herein to the Property shall be understood to include portions of the Property.
2. Owner agrees to pay Broker a leasing commission in accordance with Broker's Schedule of Sale and Lease
Commissions (the "Schedule"), a copy of which is executed by Owner, attached hereto and hereby made a part hereof.
This commission shall be earned for services rendered if, during the Term: (a) the Property is leased to a tenant
procured by Broker, Owner or anyone else; (b) a tenant is procured, by Broker, Owner, or anyone else, who is ready,
willing and able to lease the Property on the terms above stated, or on any other terms agreeable to Owner; (c) any
contract for the lease of the Property is entered into by Owner; or (d) Owner removes the Property from the market.
Broker is authorized to co-operate with and to share its commission with other licensed real estate brokers, regardless
of whether said brokers represent prospective tenants or act as Broker's subagents.
3. Owner further agrees to pay Broker a commission in accordance with the Schedule, if, within one hundred twenty (120)
calendar days after the expiration or termination of the Term the Property is leased to, or negotiations continue, resume
or commence and thereafter continue leading to the execution of a lease with any person or entity (including his/her/its
successors, assigns or affiliates) with whom Broker has negotiated (either directly or through another broker or agent)
or to whom the Property has been submitted prior to the expiration or termination of the Term. Broker is authorized to
continue negotiations with such persons or entities. Broker agrees to submit a list of such persons or entities to Owner
not later than fifteen (15) calendar days following the expiration or termination of the Term, provided, however, that if a
written offer has been submitted it shall not be necessary to include the offeror's name on the list.
4. OWNER FURTHER AGREES THAT (a) IF A SALE, EXCHANGE OR OPTION TO PURCHASE THE PROPERTY IS
MADE DURING THE TERM TO ANYONE, OR (b) IF, WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS
AFTER THE EXPIRATION OR TERMINATION OF THE TERM, THE PROPERTY IS SOLD, EXCHANGED, OR AN
OPTION TO PURCHASE IS GRANTED, OR NEGOTIATIONS CONTINUE, RESUME OR COMMENCE AND
THEREAFTER CONTINUE LEADING TO A SALE, EXCHANGE OR GRANT OF AN OPTION TO ANY PERSON OR
ENTITY AS DESCRIBED IN PARAGRAPH 3 ABOVE, OWNER SHALL PAY BROKER A SALES COMMISSION IN
ACCORDANCE WITH THE SCHEDULE.
5. Commissions shall be payable hereunder when earned or at lease execution, closing, closing of escrow, recordation of
the deed, or possession by the purchaser or tenant. The lease commissions shall be due and payable to the Broker
fifty (50%) percent on execution of the lease by Owner and the Tenant and balance upon Tenant's occupancy.
6. If security, earnest money or similar deposits made by a prospective tenant or purchaser are forfeited, in addition to any
other rights of Broker pursuant to this Agreement, Broker shall be entitled to one-half (1/2) thereof, but not to exceed the
total amount of the anticipated commission.
7. To the extent permitted by appliGable law, Broker is 3l:lthorizeEl to daEluct its esmmissions from any Elepssits, payments
or other Hmos, inoh:lding pr-oseeds of r-ental paYFReAts or sale, paid by a tenant sr pl:lrehaeer iA GOAneQticm with a
transaotion QGntemplated by this Agreement, and C'lmer hereby irrevooably assigns Gaid fI.Inds and pr9GeeeS to Broker
to the eX:tent necessary to pay said oommissions. Broker is authorized to pmvide a GOllY of this ,^.greeFRent ta any
tenant or esorow or 010s.ln9 agent working on sllch transaQtion, and slIch esoro'A' or closing agent, or tenant, is hereby
instruoted by Owner to pay Br-oker's oommissions from any suoh funds or prooeeds available. Owner shall remain liable
for the entire amount of s3id oommissions reliprdless of whether Broker exen,lises its rights under this paragraph.
8. Owner and Broker agree that the Property will be offered in compliance with all applicable federal, state and local anti-
discrimination laws and regulations.
9. Owner agrees to cooperate with Broker in effecting leases of the Property and immediately to refer to Broker all
inquiries of anyone interested in the Property. All negotiations are to be through Broker. Broker is authorized to accept
a deposit from any prospective tenant and to handle it in accordance with the instructions of the parties unless contrary
to applicable law. Broker is exclusively authorized to advertise the Property and exclusively authorized to place a
sign(s) on the Property if, in Broker's opinion, such would facilitate the leasing of the Property. Owner represents that it
is the owner of the Property, Owner and its counsel will be responsible for determining the legal sufficiency of a lease
and any other documents relating to any transaction contemplated by this Agreement.
10. Owner agrees to disclose to Broker and to prospective tenants or purchasers any and all information which Owner has
regarding present and future zoning and environmental matters affecting the Property and the condition of the Property,
including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB
transformers, other toxic, hazardous or contaminated substances, and underground storage tanks in, on or about the
Property. Broker is authorized to disclose any such information to prospective tenants or buyers.
1
Form No. 2029.05 (CA) Rev 9/00
\
11. Owner acknowledges that Broker is a national brokerage firm and that in some cases it may represent prospective
tenants or purchasers. Owner desires that the Property be presented to such persons or entities, and consents to the
dual representation created thereby. Broker shall not disclose the confidential information of one principal to the other.
12. In the event that the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify Broker
of the same, and shall promptly take all steps necessary to obtain court approval of Broker's appointment, unless
Broker shall elect to terminate this Agreement upon said notice.
13. In the event that the Property becomes the subject of foreclosure proceedings prior to the expiration of this Agreement,
then this Agreement shall be. deemed suspended until such time as the Owner may reacquire his interest in the
Property within the Term. If this Agreement is suspended pursuant to this paragraph, Broker shall be free to enter into a
listing agreement with any receiver, the party initiating the foreclosure, the party purchasing the Property at a
foreclosure sale, or any other person having an interest in the Property.
14. In the event of any dispute between Owner and Broker relating to this Agreement, the Property or Owner or Broker's
performance hereunder, Owner and Broker agree that such dispute shall be resolved by means of binding arbitration in
accordance with the commercial arbitration rules of the American Arbitrntion I\ssooiation, Judicial Arbitration and
Mediations Services Inc., and judgment upon the award rendered by the arbitrator{s) may be entered in any court of
competent jurisdiction. Depositions may be taken and other discovery obtained during such arbitration proceedings to
the same extent as authorized in civil judicial proceedings in the state where the office of Broker executing this
Agreement is located. The arbitrator{s) shall be limited to awarding compensatory damages and shall have no authority
to award punitive, exemplary or similar type damages. The prevailing party in the arbitration proceeding shall be
entitled to recover its expenses, including the costs of the arbitration proceeding, and reasonable attorneys' fees.
15. In the event that Owner lists Property with another broker after the expiration or termination of this Agreement, Owner
agrees to provide in the subsequent listing agreement that a commission will not be payable to the new broker with
respect to transactions for which Owner remains obligated to pay a commission to Broker under paragraphs 3 or 4
hereof. Owner's failure to do so, however, shall not affect Owner's obligations to Broker under paragraphs 3 or 4
hereof.
16. Each signator to this Agreement represents and warrants that {s)he has full authority to sign this Agreement on behalf
of the party for whom (s)he signs and that this Agreement binds such party.
17. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior discussions,
negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or withdrawal of this
Agreement shall be valid or binding unless made in writing and signed by both Owner and Broker. This Agreement
shall be binding upon, and shall benefit, the heirs, successors and assignees of the parties.
18. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and
administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement, including, but
not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real Property Tax Act,
the Comprehensive Environmental Response Compensation and Liability Act, and The Americans With Disabilities Act.
*Promotional Development Brochures may include a building or buildings of approximately 165,000 square feet at a price to be
determined.
The undersigned Owner hereby acknowledges receipt of a copy of this Agreement.
Eric
Accepted:
CB Richard Ellis, Inc.
Licensed Real Estate
Addres
301
a(n) City of Vernon
Owner
BV~~A'~/~-c~7
~-~inrs-d.--Mal~rg ("
Title: Mayor
4305 Santa Fe Avenue
Address: Vernon. CA 90058
(323) 583-8811
By:
Commerce. CA 90040
ATTEST:
:~e: ~-
-/~
Date:
Telephone: 323-838-3100 (fax) 323-838-3155
Bruce V. Malkenhorst, City Clerk
CONSULT YOUR ADVISORS" This document has legal consequences. No representation or recommendation is
made by Broker as to the legal or tax consequences of this Agreement or the transactions{s) which it contemplates.
These are questions for your attorney and financial advisors.
2
Form No. 2029.05 (CA) Rev 9/00
1
:
CBRE
CB RICHARD ELLIS
EXCLUSIVE SALES LISTING AGREEMENT
CB RICHARD ELLIS, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
1. In consideration of the listing for sale of the real property hereinafter described (the" Property") by CB RICHARD
ELLIS, INC. ("Broker"), and Broker's agreement to use its best efforts to effect a sale of same, the undersigned
("Owner") hereby grants to Broker the exclusive right to sell or lease the Property for a period commencing
February 25 ,2005, and ending midnight Auoust 24 , 2005 (the "Term"), at a price of
Ten Million Five Hundred Thousand Dollars ($ 10.500.000 ) upon the following
The Property is situated in the City of Vernon , County of Los Anoeles ,State of California,
and is further described as consistino of an approximatelv 8.5 acre site or 370.260 sQuare feet of land.
APN# 6332 002 943 (NEC Atlantic and BandinD
References herein to the Property shall be understood to include portions of the Property.
2. Owner agrees to pay Broker a sales commission in accordance with Broker's Schedule of Sale and Lease
Commissions (the "Schedule"), a copy of which is executed by Owner, attached hereto and hereby made a part
hereof. This commission shall be earned for services rendered if, during the Term: (a) the Property is sold to a
purchaser procured by Broker, Owner or anyone else; (b) a purchaser is procured by Broker, Owner, or anyone
else who is ready, willing and able to purchase the Property at the price and on-the terms above stated, or on any
other price and terms agreeable to Owner; (c) any contract for the sale of the Property is entered into by Owner;
(d) Owner removes the Property from the market or the Property is transferred due to eminent domain or the
threat thereof, foreclosure or conveyance in lieu of foreclosure; (e) Owner contributes or conveys the Property to a
partnership, joint venture or other business entity; (f) Owner is a corporation, partnership or other business entity
and an interest in such corporation, partnership or other business entity is transferred, whether by merger, outright
purchase or otherwise, in lieu of a sale of the Property. Broker is authorized to cooperate with and to share its
commission with other licensed real estate brokers, regardless of whether said brokers represent prospective
purchasers or act as Broker's subagents.
3. As used in this Agreement the term "sale" shall include an exchange of the Property, and also the granting of an
option to purchase the Property. Owner agrees that in the event such an option is granted, Owner shall pay
Broker a sales commission in accordance with the Schedule on the price paid for the option and for any
extensions thereof. This commission shall be paid upon receipt by Owner of any such payment(s). In the event
such an option is exercised, whether during the Term or thereafter, Owner shall also pay Broker a sales
commission on the gross sales price of the Property in accordance with the Schedule. Notwithstanding the
foregoing, to the extent that all or part of the price paid for the option or any extension thereof is applied to the
sales price of the. Property, then any commission previously paid by Owner to Broker on account of such option
payments shall be credited against the commission payable to Broker on account of the exercise of the option.
4. Owner further agrees that Owner shall pay Broker a commission in accordance with the Schedule if, within one
hundred twenty (120) calendar days after the expiration or termination of the Term, the Property is sold to, or
Owner enters into a contract of sale of the Property with, or negotiations continue, resume or commence and
thereafter continue leading to a sale of the Property to any person or entity (including his/her/its successors,
assigns or affiliates) with whom Broker has negotiated (either directly or through another broker or agent) or to
whom the Property has been submitted prior to the expiration or termination of the Term. Broker is authorized to
continue negotiations with such persons or entities. Broker agrees to submit a list of such persons or entities to
Owner no later than fifteen (15) calendar days following the expiration or termination of the Term, provided,
however, that if a written offer has been submitted then it shall not be necessary to include the offeror's name on
the list.
5. OWNER FURTHER AGREES THAT (a) IF A LEASE OF THE PROPERTY IS ENTERED INTO DURING THE
TERM TO ANYONE, OR (b) IF, WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS AFTER THE
EXPIRATION OR TERMINATION OF THE TERM, THE PROPERTY IS LEASED TO, OR OWNER ENTERS
INTO A CONTRACT TO LEASE THE PROPERTY WITH, OR NEGOTIATIONS CONTINUE, RESUME OR
COMMENCE AND THEREAFTER CONTINUE LEADING TO THE LEASE OF THE PROPERTY TO ANY
PERSON OR ENTITY AS DESCRIBED IN PARAGRAPH 4 ABOVE, OWNER SHALL PAY BROKER A LEASING
COMMISSION IN ACCORDANCE WITH THE SCHEDULE.
6. Commissions shall be payable hereunder when earned or at the earliest of closing, close of escrow, recordation of
deed, lease execution, or taking of possession by the purchaser or tenant.
7. Unless otherwise provided herein, the terms of sale shall be, at the option of the purchaser, either cash or cash to
any existing loan. Any offer may contain normal and customary contingencies such as those relating to the
condition of the Property, title report, and timing of closing.
8. Owner and Broker agree that the Property will be offered in compliance with all applicable anti-discrimination laws.
9. Owner agrees to cooperate with Broker in bringing about a sale of the Property and to refer immediately to Broker
all inquiries of anyone interested in the Property. All negotiations are to be through Broker. Broker is authorized to
accept a deposit from any prospective purchaser and to handle it in accordance with the instructions of the parties
unless contrary to applicable law. Broker is exclusively authorized to advertise the Property and, exclusively, to
place a sign(s) on the Property if, in Broker's opinion, such would facilitate the sale of the Property. Owner and its
counsel will be responsible for determining the legal sufficiency of a purchase and sale agreement and other
documents relating to any transaction contemplated by this Agreement.
10. In the event the Property is removed from the market due to the opening of an escrow or acceptance of an offer to
purchase the Property during the Term, or any extension thereof, and the sale is not consummated for any reason
then, in that event, the Term shall be extended for period of time equal to the number of days that the escrow had
been opened and/or the Property had been removed from the market, whichever is longer, provided that, in no
event shall such extension(s) exceed one hundred eighty (180) calendar days in the aggregate.
1
Form No.5420.05 Rev 10/00
.,
11. Owner agrees to disclose to Broker and to prospective purchasers and tenants any and all information which
Owner has regarding present and future zoning and environmental matters affecting the Property and regarding
the condition of the Property, including, but not limited to structural, mechanical and soils conditions, the presence
and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and
underground storage tanks, in, on, or about the Property, as well as whether the Property is or may be situated in
a flood zone or an Earthquake Fault Zone and/or a Seismic Hazard Zone, as defined in Section 2621 et seq. and
2690 et seq. of the California Public Resources Code. Broker is authorized to disclose any such information to
prospective purchasers or tenants.
12. Owner represents that it is the owner of the Property and that, except as may be set forth in an addendum
attached hereto, no person or entity who has an ownership interest in the Property is a foreign person as defined
in the Foreign Investment in Real Property Tax Act (commonly known as "FIRPTA").
13. If earnest money or similar deposits made by a prospective purchaser or tenant are forfeited, in addition to any
other rights of Broker pursuant to this Agreement, Broker shall be entitled to one-half (1/2) thereof, but not to
exceed the total amount of anticipated commission.
14. To the extent permitted by applioable la''\/, Broker is authorized to deduct its commissions from any deposits,
payments or other funds, inoluding proceeds of sale or rental payments, paid by a purchaser or tenant in
conneotion v:ith a transaotion oontemplated by this Agreement, and Owner hereby irre'looably assigns said funds
and proceeds to Broker to the extent neoessary to pay said oommissions. Broker is authorized to provide a copy
of this /\greement to any escrow or olosing agent working on such transaotion, and such escro...: or closing agent
is hereby instruoted by Owner to pay Broker's commissions from any such funds or prooeeds available. O'lmer
shall remain liable for the ontire amount of said oommissions regardless of '....hether Broker exercises its rights
under this paragraph.
15. Owner acknowledges that Broker is a national brokerage firm and that in some cases it may represent prospective
purchasers and tenants. Owner desires that the Property be presented to such persons and entities and consents
to the dual representation created thereby. Broker shall not disclose the confidential information of one principal to
the other.
16. In the event that the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify
Broker of the same, and shall promptly take all steps necessary to obtain court approval of Broker's appointment,
unless Broker shall elect to terminate this Agreement upon said notice.
17. In the event that the Property becomes the subject of foreclosure proceedings prior to the expiration of this
Agreement, then this Agreement shall be deemed suspended until such time as Owner may reacquire the
Property within the Term. If this Agreement is suspended pursuant to this paragraph, Broker shall be free to enter
into a listing agreement with any receiver, the party initiating the foreclosure, the party purchasing the Property at a
foreclosure sale, or any other person having an interest in the Property.
18. ARBITRATION OF DISPUTES. In the event of any dispute between Owner and Broker relating to this
Agreement, the Property or Owner or Broker's performance hereunder, Owner and Broker agree that such dispute
shall be resolved by means of binding arbitration in accordance with the commercial arbitration rules of the
Ameriocm /\rbitration Association, Judicial Arbitration and Mediation Services, Inc., and judgment upon the award
rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Depositions may be taken and
other discovery obtained during such arbitration proceedings to the same extent as authorized in civil judicial
proceedings in the State of California, The arbitrator(s) shall be limited to awarding compensatory damages and
shall have no authority to award punitive, exemplary or similar type damages. The prevailing party in the
arbitration proceeding shall be entitled to recover its expenses, including the costs of the arbitration proceeding,
and reasonable attorneys' fees.
NOTICE: BY INITIALLING 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
CALIFORNIA lAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIAlliNG IN THE
SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICAllY INCLUDED IN THE 'ARBITRATION
OF DISPUTES' PROVISION. IF YVOU 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 THE ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
DISPUTES'PROVISION TO NEUTRAL ARBITRATION.
cv~..
OWNER
19. In the event that Owner lists the Property with another r er after the expiration or termination of this Agreement,
Owner agrees to provide in the subsequent listing a eement that a commission will not be payable to the new
2
Form No.5420.05 Rev 10/00
.
broker with respect to transactions for which Owner remains obligated to pay a commission to Broker under
paragraph 4 or 5 hereof. Owner's failure to do so, however, shall not affect Owner's obligation to Broker under
paragraph 4 or 5 hereof.
20. Each signator to this Agreement represents and warrants that he or she has full authority to sign this Agreement
on behalf of the party for whom he or she signs and that this Agreement binds such party.
21. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior
discussions, negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or
withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Owner and
Broker. This Agreement shall be binding upon, and shall benefit, the heirs, successors and assignees of the
parties. In the event any clause, provision, paragraph or term of this Agreement shall be deemed to be
unenforceable or void based on any controlling state or federal law, the remaining provisions hereof, and each
part, shall remain unaffected and shall continue in full force and effect.
22. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances
and administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real
Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.
The undersigned Owner hereby acknowledges receipt of a copy of this Agreement and the Schedule.
Accepted:
CB Richard Ellis, Inc.
Licensed Real Estate B
..,io;.......
City of Vernon
a(n) Municipal Corporation
BY'~'- a~.
. ..." Leonis C. Malb g .
Title: ayor
4305 Santa Fe Avenue
Address: Vernon. CA 90058
(323) 583-8811
By:
Address: 500 Citadel Drive. Suite 301
Commerce. CA 90040
Telephone: 323-838-3100 (fax) 323-838-3155
APPROVED AS TO F
~
Attorney
*Promotional or Development Brochures may include a
building or buildings of approximately 165,000 square feet
at a price to be determined.
CONSULT YOUR ADVISORS - This document has legal consequences. No representation or recommendation is
made by Broker as to the legal or tax consequences of this Agreement or the transactions(s) which it contemplates.
These are questions for your attorney and financial advisors.
3
Form NO.5420.05 Rev 10/00
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CBRE SCHEDULE OF SALE AND LEASE COMMISSIONS
CB RICHARD ELUS CB RICHARD ELLIS. INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER
FOR PROPERTY AT 4900 (a) Bandini Boulevard. Vernon. California. 90058
NOTICE: THE COMMISSION RATE FOR THE SALE, LEASE, RENTAL, OR MANAGEMENT OF REAL
PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND ITS CLIENT.
A. SALES:
As to sales of real property, Broker's commission shall be e% 5% of the gross sales price. Gross sales price shall include any and all
consideration received or receivable, in whatever form, including but not limited to assumption or release of existing liabilities. This
commission shall be paid when earned or at the close of escrow through escrow, or if there is no escrow, then upon recordation of the
deed; provided, however, if the transaction involves an installment contract, then payment shall be made upon execution of such
contract. In the event Owner contributes or conveys the Property or any interest therein to a joint venture, partnership, or other
business entity, the commission shall be calculated on the fair market value of the Property, less the value of the interest in the Property
retained by or transferred to Owner, as the case may be, and shall be paid at the time of the contribution or transfer. If Owner is a
partnership, corporation or other business entity, and an interest in the partnership, corporation or other business entity is transferred,
whether by merger, outright purchase, or otherwise, in lieu of a sale of the Property, and applicable law does not prohibit the payment
of a commission in connection with such sale or transfer, the commission shall be calculated on the fair market value of the Property,
rather than the gross sales price, multiplied by the percentage of interest so transferred, and shall be paid at the time of the transfer.
B. LEASES OR SUBLEASES:
Commissions shall be payable on execution of a lease by Owner and a tenant, in accordance with the following rates:
GROSS LEASES
(Where landlord pays all or base year
portion of real estate taxes)
TERM OF LESS THAN 5 YEARS
5% af the total base reatal for the fH'st 24
moaths iR whieh reat is to be paid, plus
5% of the total base rental far the aext 12
moaths iR '.vaiea reRt is ta be paid, plus
5% sf the total ease reatal fer the remaiRder
af the term.
NET LEASES
(Where tenant pays all real estate taxes)
TERM OF LESS THAN 5 YEARS
7% of the total base rental for the first 24
months in which rent is to be paid, plus
6% of the total base rental for the next 12
months in which rent is to be paid, plus
5% of the total base rental for the remainder
of the term.
TERM OF 5 YEARS THROUGH 25 YEARS
5% of the total ease reatal for the first GO
moaths iR ,.....hiea reat is to be paid, pros
2 %. % total base reatal fer tae aEmt 60
moBthS iR wailOa reat is to be paid, plus
O~<. of the total base reatal for the remaiRder
of the term.
TERM OF 5 YEARS THROUGH 25 YEARS
6% of the total base rental for the first 60
months in which rent is to be paid, plus
3Y2% of the total base rental for the next 60
months in which rent is to be paid, plus
2Y2% of the total base rental for the remainder of
the term.
The above rates are subject to the following provisions:
1. T21WI ofMe1'e Than 25 Yoors:
If a lease term is ia elteess sf 25 years thea the eommissioa shall be ealeulated oBly apea the base rental to be paid fer the first
25 years ef tae lease term.
2. Month to Month Tenancy:
The minimum commission for a month to month tenancy, tenancy at will, or any other tenancy which is not reduced to a written
lease agreement between a tenant and Owner shall be equal to 50% the first month's base rental or $ , whichever is
greater. The commission shall be payable upon occupancy. In the event such a tenant subsequently executes a written lease with
Owner, either directly or with the assistance of Broker or anyone else, within 24 months from the date of initial occupancy, then
Broker shall receive a leasing commission with respect to such lease in accordance with the provisions of paragraph B., above.
3. Option(s) or Right(s) of First RefUsal to Renew, Extend Lease or Occupy Additional Space:
If a lease for which a commission is payable hereunder contains (i) an option(s) or right(s) offrrst refusal to renew or extend, and
a lease term(s) is renewed or extended whether strictly in accordance with the terms of such option(s) or right(s) or
otherwise and/or (ii) an option(s) or right(s) of first refusal to expand, and a tenant occupies additional space whether strictly in
accordance with the terms of such option(s) or right(s) or otherwise, then Owner shall pay a leasing commission in accordance
with the provisions of this Schedule on the additional base rental to be paid, calculated at the commission rate applicable
hereunder to the years of the lease in which the additional base rental is payable. Said commission shall be earned and payable at
the time the extended term commences or the additional space is occupied, as applicable.
4. Purchase of Property by Tenant:
If a lease for which a commission is payable hereunder contains an option, right of first refusal, or similar right, and a tenant, its
successors or assignees, or any agent, officer, employee or shareholder of a tenant purchases the Property whether strictly in
accordance with the terms of such option, right of first refusal, similar right or otherwise during (a) the term of the lease, (b) any
extension thereof, or (c) within ninety days after the expiration thereof, then a sales commission shall be calculated and paid in
accordance with the provisions of Section A above; provided however, that there shall be a credit against such sales commission
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Form No. 2040.16 (BakersfieldIBeverly HillslCerritoslGlendalelLos AngeleslRiverside/San Fernando Valley/San Gabriel Valley/South BayNentura) Rev. 10/00
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in the amount of lease commissions previously paid to Broker relating to that portion of the purchaser's lease term which is
canceled by reason of such sale. In no event shall such credit exceed the amount of such sales commission.
5. Percentage Rent:
If a lease for which a commission is payable hereunder contains a percentage rent clause, Owner shall pay a commission on the
percentage rent payable by the tenant at the commission rate applicable to the period of the lease term for which the percentage
rent is payable. This commission shall be payable within fifteen days after the tenant's final payment and accounting of
percentage rent for the preceding lease year. Notwithstanding the foregoing, at the end of the third fu1llease year Owner shall
pay a commission on percentage rent for the remainder of the original term of the lease. For the purpose of calculating this
commission, the percentage rent for each remaining year of the term of the lease shall be deemed to be the same amount as the
percentage rent payable for the third full lease year.
The provisions hereof are subject to the terms and provisions of any Exclusive Sales Listing Agreement, Exclusive Leasing Listing
Agreement, Exclusive Subleasing Listing Agreement, Exclusive Representation Agreement or other agreement to which this Schedule
may be attached and which is executed by the parties hereto.
In the event Owner fails to make payments within the time limits set forth herein, then from the date due until paid the delinquent
amount shall bear interest at the maximum rate permitted in the state in which the office of the Broker executing this Schedule is
located. If Broker is required to institute legal action against Owner relating to this Schedule or any agreement of which it is a part,
Broker shall be entitled to reasonable attorneys' fees and costs.
Owner hereby acknowledges receipt of a copy of this Schedule and agrees that it shall be binding upon its heirs, successors and
assignees. In the event Owner sells or otherwise disposes of its interest in the Property, Owner shall remain liable for payment of the
commissions provided for in this Schedule and any agreement of which it is a part, including, without limitation, the commission
obligations set forth in paragraphs 3, 4, and 5 of Section B, unless the purchaser or transferee assumes all of such obligations in
writing. The term "Owner" as used herein shall be deemed to include the owner of the Property, a party under contract to acquire the
Property, a tenant under a ground lease and a tenant of the Property wishing to effect a sublease, lease assignment, or lease
cancellation. The term "tenant" as used herein shall be deemed to include any subtenant, or assignee of a tenant, and the term "lease"
shall be deemed to include a sublease or lease assignment.
APPROVED this 2nd
day of March
2005
City of Vernon
Owner
CB Richard Ellis, Inc.
Licensed Real Estate Broker
/ Bart Pucci
/ Senior Vice President
By: ~~1f~ t
.- .nis C. Ma urg
Title: Mayor
ATTEST :/
By: ~.
Bruce V. Malkenhorst,
By:
Title:
/~
City Clerk
Title:
Attorney
S:\AADAT AIAAMASTERIGENERALISROKERAGIGENERALIFORMSILEGAL\2040151.doc
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Fonn No. 2040.16 (Bakersfield/Beverly Hills/Cerritos/GlendalelLos Angeles/Riverside/San Fernando Valley/San Gabriel Valley/South BayNentura) Rev. 10/00