Resolution No. 8807
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RESOLUTION NO. 8807
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
COMMISSION AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND CUSHMAN & WAKEFIELD OF CALIFORNIA INC.
FOR LAND SALE/PURCHASE TRANSACTIONS
7 WHEREAS, the City of Vernon is interested in acquiring
8 property located at the former "Alcoa" site at 3200 Fruitland Avenue
9 owned by Alcan, Inc. (the "Property") and is in need of obtaining
10 expert industrial real estate advice and assistance concerning the
11 acquisition of the Property; and
12 WHEREAS, Cushman & Wakefield of California, Inc. ("Cushman")
13 is an experienced industrial real estate brokerage firm; and
14 WHEREAS, the City of Vernon desires to retain the services
15 of Cushman to act as the City's sole and exclusive broker in
16 connection with the purchase of the Property under the terms and
17 conditions of a commission agreement; and
18 WHEREAS, the City Council of the City of Vernon has
19 determined that, pursuant to the provisions of subsection (a) of
20 Section 2.27 of the Vernon City Code, it is in the public interest and
21 necessity to enter into an agreement with Cushman.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
23 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
25 finds and determines that the recitals contained hereinabove are true
26 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
28 approves the Commission Agreement Sale/Purchase Transaction with
1 Cushman & Wakefield of California, Inc., a copy of which is attached
2 hereto as Exhibit A and incorporated by reference.
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SECTION 3:
4 authorizes the Mayor to execute said Agreement for, and on behalf of,
The City Council of the City of Vernon hereby
5 the City of Vernon and the Acting City Clerk is hereby authorized to
6 attest thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
8 directs the Acting City Clerk, or his designee, to send one executed
9 Agreement to:
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Cushman & Wakefield of California, Inc.
Attn. Andrew Rather
601 S. Figueroa St., Suite 4700
Los Angeles, CA 90017
SECTION 5:
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shall certify to the passage of this resolution, and thereupon and
The Acting City Clerk of the City of Vernon
thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED' this 12th day of July, 2005.
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
ss
I, BRUCE V. MALKENHORST, Acting City Clerk of the City of Vernon,
do hereby certify that the foregoing Resolution, being Resolution No.
8807, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Tuesday,
July 12, 2005, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
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EXHIBIT
A
.~
COMMISSION AGREEMENT
SALElPURCHASE TRANSACTION
The undersigned Buyer and Cushman & Wakefield of California, Inc. ("C&W') agree that in the event of the consummation of a
purchase/sale and the transfer of title, of the approximately 26.96 acre A1can property located at 3200 Fruitland Avenue. (see
attached Exhibit A) in the City of Vemon. State of California (the "Property") between City of Vernon as Buyer and Alcan. loc.
as Seller, Buyer will pay to C&W a brokerage commission as follows:
1) COMMISSION: If the Buyer and Seller execute a sale of all or any portion of the Property, Buyer will pay to C&Wa
commission equal to 1.5% of the Total Purchase Price. Said commission shall be deposited with Escrow Holder, and
shall be due and payable upon the transfer of title to Buyer.
The commission shall be computed in accordance with the above rates based upon the "Total Purchase Price", which
shall include any mortgages, loans or other obligations of Seller which may be assumed by Buyer or which Buyer
takes title "subject to," any purchase money loans or mortgages taken back by Seller, the sales price of any fixtures or
other personal property sold by separate agreement between Seller and Buyer as part of the overall sales of the real
property, and the current market value of any other real or personal property transferred from Buyer to Seller,
If Seller grants a purchase option, C&W will be paid a commission at the above rate as and when amounts are
payable for the option (and for extensions thereof). Upon closing of the sale, C&W will be paid a commission at the
above rate on the total sales price (excluding any amount paid for the option and applied to the sales price).
2) FEES & EXPENSES: If either party institutes IegaJ action to enforce its rights under this Agreement, the prevailing
party will be entitled to recover its reasonable attomeys' fees and other costs so incurred. Any portion of a
commission not paid to C&W when due will bear interest from the due date until paid at the legal rate of interest.
3) AUTHORITY: Buyer represents that it has the full right, power and authority to execute this Agreement and to
consummate a transaction as provided herein, and to perform Buyer's obligations hereunder. The individuals signing
this Agreement represent that they are authorized signatories.
4) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement turns into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, ground
lease or lease, then C&W will automatically, without the necessity of any further acts by Buyer or C&W or an
amendment to this Agreement, be entitled to a commission on such transaction under the terms of this Agreement,
and Buyer shall pay to C&Wa market rate commission as dictated by local custom.
5) PROFESSIONAL ADVICE: C&W recommends that the Buyer obtain legal, tax or other professional advice relating to
this Agreement and the proposed purchase of the Property, including, but not limited to, the Property's improvements,
equipment, soil, tenancies, title, environmental aspects and compliance with the Americans With Disabilities Act.
Buyer will rely solely upon Buyer's own investigation and evaluation of the Property.
6) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns. The
terms "Seller" and "Buyer" includes parents, subsidiaries, affiliates, successors, assigns and nominees.
7) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be considered
one and the same agreement.
8) C&W SERVICES: C&W shall act as Buyer's sole and exclusive broker in connection with Buyer's purchase of the
Property. Buyer will refer to C&W all inquiries and offerings received by Buyer regarding the purchase of the Property,
and all negotiations will be conducted solely by C&W or under C&Ws direction, subject to Owner's review and final
approval.
9) PROPERTY INFORMATION: Buyer acknowledges that C&W is not responsible to determine whether toxic or
hazardous wastes or substances or other undesirable materials are present, or whether defective conditions exist, at
the property which ultimately may be leased/purchased. Buyer acknowledges that it is solely Buyer's responsibility to
conduct investigations to determine the presence of such materials.
11CAS
FEBRUARY 1999
1
10) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Buyer and C&W and supersedes
all prior discussions. No modifications of this Agreement will be effective unless made in writing and signed by both
Buyer and C&W. Buyer acknowledges receipt of a copy of this Agreement.
Print Name:
CUSHMAN & WAKEF~llRNIA, INC.
By: G
~t/t-W ~
~D
CITY OF VERNON
By:
Print Name: Leonis C. Malburg
Title: Mayor
TJtfe:
Address:
4305 Santa Fe Avenue
Address:
601 S. Fiaueroa St.. Suite 4700
Los Anaeles. CA 90017
7/fY~r
f f
Vernon. CA 90058
Date:
Date:
ATTEST:
By:
Bruce V. Malkenhorst, Acting
City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney~
F:I-waurytmQniIllni2lO5IOs.GSlIICASCily oIV_J:ZOO FnMdInd Aw. '.26.05._
11CAS
FEBRUARY 1999
2
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EXHIBIT
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EXHIBIT 'A
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. SUPPORTING
DOCUMENTS
,
'./
COMMISSION AGREEMENT
SALE/PURCHASE TRANSACTION
The undersigned Buyer and Cushman & Wakefield of California. Inc. rC&W") agree that in the event of the consummation of a
purchase/sale and the transfer of title, of the approximately 26.96 acre A1can property located at 3200 Fruitland Avenue. (see
attached Exhibit A) in the City of Vemon. State of California (the "Proper1yj between City of Vernon as Buyer and Alcan. Inc.
as Seller, Buyer will pay to C&W a brokerage commission as follows:
1) COMMISSION: If the Buyer and Seller execute a sale of all or any portion of the Property, Buyer will pay to C&Wa
commission equal to 1.5% of the Total Purchase Price. Said commission shall be deposited with Escrow Holder, and
shall be due and payable upon the transfer of title to Buyer.
The commission shall be computed in accordance with the above rates based upon the "Total Purchase Price", which
shall include any mortgages, loans or other obligations of Seller which maybe assumed by Buyer or which Buyer
takes title "subject to," any purchase money loans or mortgages taken back by Seller, the sales price of any fixtures or
other personal property sold by separate agreement between Seller and Buyer as part of the overall sales of the real
property, and the current market value of any other real or personal property transferred from Buyer to Seller.
If Seller grants a purchase option, C&W will be paid a commission at the above rate as and when amounts are
payable for the option (and for extensions thereof). Upon closing of the sale. C&W will be paid a commission at the
above rate on the total sales price (excluding any amount paid for the option and applied to the sales price).
2) FEES & EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the prevai6ng
party will be entitled to recover its reasonable attorneys' fees and other costs so incurred. Any portion of a
commission not paid to C& W when due will bear interest from the due elate until paid at the legal rate of interest.
3) AUTHORITY: Buyer represents that it has the full right, power and authority to execute this Agreement and to
consummate a transaction as provided herein, and to perform Buyer's obligations hereunder. The individuals signing
this Agreement represent that they are authorized signatories.
4) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement turns into any other
transaction, induding, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, ground
lease or lease, then C&W will automatically, without the necessity of any further acts by Buyer or C&W or an
amendment to this Agreement, be entitled to a commission on such transaction under the terms of this Agreement,
and Buyer shall pay to C&Wa market rate commission as dictated by local custom.
5) PROFESSIONAL ADVICE: C&W recommends that the Buyer obtain legal, tax or other profeSSional advice relating to
this Agreement and the proposed purchase of the Property, induding, but not limited to, the Property's iimprovements,
equipment, soil, tenancies. title, environmental aspects and compliance with the Americans With Disabilities Act.
Buyer will rely solely upon Buyer's own investigation and evaluation of the Property.
6) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns. The
terms "Seller" and "Buyer" includes parents, subsidiaries, affiliates, successors, assigns and nominees.
7) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be considered
one and the sarne agreement.
8) C&W SERVICES: C&W shall act as Buyer's sole andexdusive broker in connection with Buyer's purchase of the
Property. Buyer will refer to C& W all inquiries and offerings received by Buyer regarding the purchase of the Property,
and all negotiations will be conducted solely by C&W or under C&Ws direction, subject to Owner's review and final
approval.
9) PROPERTY INFORMATION: Buyer acknowledges that C&W is not responsible to determine whether toxic or
hazardous wastes or substances or other undesirable materials are present, or whether defective conditions exist, at
the property which ultimately may be leased/purchased. Buyer acknowledges that it is solely 8uyer's responsibility to
conduct investigations to determine the presence of such materials.
11CAS
FEBRUARY 1999
1
...
10)
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Buyer and C&W and supersedes
all prior discussions, No modifications of this Agreement win be effective unless made in writing and signed by both
Buyer and C&W, Buyer acknowledges receipt of a copy of this Agreement.
CITY OF VERNON
By: ~~~~
Print Name: /-k~onis C. Mal~urg ~
By:
INC.
Print Name:
Title:
Mayor
4305 Santa Fe Avenue
Title:
Address:
Address:
601 S. Fiaueroa St.. Suite 4700
Los Anaeles. CA 90017
7/~S-
Vernon. CA90058
Date:
Date:
ATTEST:~ ~.lfI
By: B{.-/?:;;kenh:rst,- ::tin~- · r.
City Clerk
Eric
torney
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11CAS
FEBRUARY 1999
2
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EXHIBIT A
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p-cperty d the ccnlribJtcrs su~lied tJ'lder license and
may rot be rep-od~ed except as Ii cens:ed by
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