Resolution No. 88432
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RESOLUTION NO. 8843
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
THREE LISTING AGREEMENTS BY AND BETWEEN THE CITY OF
VERNON AND CUSHMAN & WAKEFIELD
WHEREAS, the City of Vernon needs the services of a broker
to sell and /or negotiate leases for properties located at 4900 Bandini
Boulevard, 3250 E. Washington Boulevard and 2301 E. Vernon Avenue in
the City of Vernon (collectively, the "Properties "); and
WHEREAS, City staff have recommended that three listing
agreements with Cushman & Wakefield of California, Inc. ( "Cushman &
Wakefield ") for the Properties be approved and executed; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest
and necessity to enter into agreements with Cushman & Wakefield.
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 three Exclusive Listing Agreements Sale or Lease
Transaction and Schedule of Commissions Industrial Property for the
Properties (collectively, the "Agreements ") with Cushman & Wakefield,
a copy of each of the Agreements are attached hereto as Exhibit A
(4900 Bandini Boulevard), Exhibit B (3250 E. Washington Boulevard) and
Exhibit C (2301 E. Vernon Avenue) and incorporated by reference.
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SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreements for, and on behalf of,
the City of Vernon and the Acting City'Clerk is hereby authorized to
attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement for each of the Properties to:
Cushman & Wakefield of California, Inca
Attn. Counsel & Asst. Secretary
601 S. Figueroa St., Ste. 4700
Los Angeles, CA 90017
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 7th day of September, 2005.
ATTEST:
BRUCE V. MALKENHORST, JR., Acting City Clerk
4LEONIS C. MA' BURG, Mayor
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8843, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, September 7, 2005, and thereafter was duly signed by the
Mayor of the City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, JR.
Acting City Clerk
EXHIBIT
A
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of Califomia, Inc. ( "C &W") as its sole agent and grants to
C &W the exclusive right to sell or lease the real property located at 4900 Bandini Boulevard (see Exhibit A) , Vernon,
Califomia (the "Property").
1) TERM: The term of this Agreement begins on September 8. 2005 and will end at midnight six (6) months from
Owner's signature below.
C &W S SERVICES: C &W will enlist the efforts of its firm to secure a satisfactory purchaser(s) and /or tenant(s)
for the Property, and if C &W deems it necessary, C&W will also solicit the cooperation of other licensed real
estate brokers. C &W will negotiate the terms of any sale or lease on behalf of Owner and in Owner's interest.
3) OWNER REFERRALS: Owner will refer to C &W all inquiries and offerings received by Owner regarding 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.
4) ADVERTISING: Owner authorizes C &W to advertise and to place signage on the Property. All advertising,
publicity releases, marketing brochures, signs, and other marketing materials shall be subject to Owner's
approval, which may be withheld in Owner's sole discretion.
5) COMMISSION: If, during the term hereof, Owner sells or leases any interest in the Property, Owner will pay to
C&W a commission in accordance with the attached Schedule of Commissions. Within 15 days after the end of
the term, C &W will provide to Owner a list of prospective purchaser(s) or tenant(s) to whom the Property was
submitted (by C &W, Owner or any third party) during the term. If a prospective purchaser or tenant, appearing
on said list, enters into a purchase contract, lease or option within 180 days after the end of the term, and the
purchase thereafter closes or lease is executed, Owner will pay a commission to C&W as provided above.
Owner agrees that such 180 -day period will be extended for so long as negotiations with a prospective
purchaser or tenant are continuing.
OUTSIDE BROKERS: If C &W recognizes an outside broker representing the purchaser or tenant in a
transaction for which a commission is payable hereunder, C&W will request such broker to agree to accept an
equitable portion (but not more than half) of the commission as its compensation. If such broker so agrees,
Owner will pay to C&W the commission provided for herein, out of which C &W will pay to such broker its agreed
share and retain the balance as C &W s compensation. If such broker does not so agree, then negotiations will
be suspended until such agreement is obtained. C &W will not be liable for failure to obtain such agreement.
ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement tums into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, or
ground lease, then C &W will automatically, without the necessity of any further acts by Owner or C &W or an
amendment to this Agreement, be Owner's sole and exclusive agent for such transaction and will be entitled to
a commission on such transaction under the terms of this Agreement. If the commission computation is not
addressed in the attached Schedule of Commissions, then the Owner shall pay to C &W a market rate
commission as dictated by local custom.
8) PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
substances, or defective conditions, at the Property except as Owner has informed C&W in writing. Owner
authorizes C &W to transmit such information to prospective purchasers or tenants. With respect to sale of the
Property only, Owner and C&W each acknowledge that they are required to make certain "natural hazard
disclosures" to prospective purchasers prior to closing. Owner and C &W each hereby represent that they have
no actual knowledge that the Property is located within a special flood hazard area, a potential flood (dam
failure) inundation area, a very high fire hazard severity zone, a wildland fire zone, an earthquake fault zone or a
seismic hazard zone, except as Owner has informed C &W or C&W has informed Owner in writing. Owner
agrees, at its sole cost and expense, to retain the services of a third party professional consultant to determine
whether, based on available mapping, disclosure is required, who will issue a report with respect thereto, which
report will be delivered to the prospective purchaser. Owner hereby agrees to indemnify, defend and hold C &W
harmless of and from any and all claims from prospective purchasers of the Property arising from any error or
omission in such reports or arising from any disclosure obligation or Owner.
9) OTHER CLIENTS: Owner acknowledges that C &W may represent potential purchasers or tenants and
consents to such dual representation.
01ELASL
FEBRUARY 1999
f USIVE LISTING ARMY 4900 BeiMni Blvd. (82205)
10) FEES AND EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the
prevailing 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 date until paid at the legal rate of
interest.
11) AUTHORITY: Owner represents that it is the owner of the Property and/or has the full right, power and authority
to execute this Agreement and to consummate a transaction as provided herein, and to perform Owner's
obligations hereunder. The individuals signing this Agreement represent that they are authorized signatories.
12) PROFESSIONAL ADVICE: C &W recommends that Owner obtain legal, tax or other professional advice
relating to this Agreement and the proposed sale or lease of the Property as well as the condition and/or legality
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. C &W will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner and C &W. Owner further
agrees that in determining the financial soundness of any prospective purchaser or tenant, Owner will rely solely
upon Owner's own investigation and evaluation, notwithstanding C &W s assistance in gathering any financial
information.
13) NON- DISCRIMINATION: It is unlawful for either Owner or C&W to discriminate against any persons because
of their race, color, religion, national origin, sex, disability or family status.
14) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns.
The terms "Owner," "Purchaser" and "Tenant" include affiliates, successors, assigns and nominees.
15) PUBLICITY: Owner hereby consents to C&Ws publicizing its role in any transaction entered into, subject to
Owner's reasonable editorial approval of such publicity.
16) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
17) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Owner and C&W and
supersedes all prior discussions. No modification of this Agreement will be effective unless made in writing and
signed by both Owner and C &W. Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
CITY OF VERNON ( "OWNER ") CUSHMAN & WAcKEFIELD OF CALIFORNIA, INC.
By: By: &1J ci0►
Print Name: Leonis C. Malburg Print Name: E3�c CS/St76
Title: Mayor Title: Cbur e 4 A'Sf , ` `''-
Address: : 4305 Santa Fe Avenue Address :: 601 S. Figueroa Street, Ste. 4700
Vernon, CA 90058
Date: Date:
ATTEST:
By:
Print Name: Bruce V. Makenhurst,
Title: Acting City Clerk
APPROVED AS TO FORM:
By:
Print Name: Eric T. Fresch
Title: City Attorney
01ELASL
FEBRUARY 1999
z
LISTING NWT 4900 Banditti BR& (8.22.05)
Los Angeles, CA 90017
9qt IDS—
A. SALES
SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: 4900 Bandini Boulevard. Vernon. CA
5% of the total sales price. Should a member of the Marketing Team (John McMillan, Jeff Sancta,
Mark Lombardo) also represent the Buyer, said commission shall be reduced to 4% of the total sales
price.
Time of Payment The commission shall be paid in full at the time of the closing or transfer of title to the
property, except in the case of an installment purchase contract, in which case the commission shall be paid in
MN at the time of the execution and delivery of the installment purchase contract between Seller and Purchaser.
Computation of Sales Price: The commission shall be computed in accordance with the above rates based
upon the total sales price, which shall incude any mortgages, loans or other obligations of Seller which may be
assumed by Purchaser or which Purchaser takes title "subject to," any purchase money loans or mortgages
taken back by Seller, the sales price of any fixtures or other personal property solo by separate agreement
between Seller and Purchaser as part of the overall sales of the real property, and the current market value of
any other real or personal property transferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, C &W will be paid a commission at the above rate if and
when amounts are payable for the option (and for extensions thereof). Upon closing of the sale, C&W win 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).
Deposit: In the event title does not close and the deposit is retained by Seller, the commission to be paid C&W
shall be either 1/2 of the amount of the deposit, or the regular commission computed as set forth above,
whichever is less.
Joint Venture: If a joint venture is effected in lieu of a sale, a commission computed in accordance with the
above rates shall be paid on the value of the property as determined for purposes of the joint venture
agreement, and the percentage interest thereof which is being conveyed to the joint venture, or the joint
ventures as the case may be. The commission shall be paid upon execution and delivery of the instrument of
conveyance, or establishment of the entitlement of ownership.
B. LEASES
GROSS LEASE
7% of the rent for the first year
6% of the rent for the second year
5% of the rent for the third year
4% of the rent for the fourth year
4% of the rent for the fifth year
3% of the rent for the next five years;
2% of the rent for the balance of the term
NET LEASE
7% of the rent for the first year,
7% of the rent for the second year
6% of the rent for the third year,
5% of the rent for the fourth year
5% of the rent for the fifth year
4% of the rent for the next five years;
3% of the rent for the balance of the term
Ground Leases:
The commission rates above shall also apply to a ground lease, however, the maximum lease term for which a
commission will be paid shall be fifty (50) years.
Month -to -Month Transactions:
The commission for a month - to-month tenancy is one month's rental. In the event a month -to -month Tenant
subsequently executes a lease, either direct with Landlord or through C&W, within 24 months from the date
of occupancy by the month - to-month Tenant, then C&W shall receive a leasing commission in accordance
with the provisions of this schedule. Said schedule shall be applied retroactively to include the complete
month- to-month term. The initial month-to -month commission already paid by Landlord, shall be deducted
from the total leasing commission due to C &W.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a lease contains an option or other right to renew or extend the term or to lease
additional space, and if the lease is renewed or extended or if a Tenant leases additional space, whether or not strictly
pursuant to the option or right contained in the lease, Landlord shad pay to C&W, at the time of the renewal, extension or
lease of additional space, an additional commission based on the aggregate rental for the renewal or extension term, or
for such additional space. In the case of a renewal or extension, the commission shall be calculated at the above rates
but at the percentage level that would have applied 11 the renewal or extension period were in force at the time the original
lease was made.
Cancellation Clauses: C&W will be paid a commission based upon the entire lease term notwithstanding any right of
Landlord to cancel the lease. If Tenant has a right to cancel the lease after the term has commenced (and for reasons
unrelated to casualty, condemnation, default and the like), the commission will initially be based upon the rental for the
non - cancellable portion of the lease term plus the amount of any cancellation payment payable by Tenant if such right is
not thereafter exercised, Landlord will promptly pay C&W the balance of the commission. A lease will be deemed
canceled only if Tenant vacates the premises. If a lease is terminated or amended and Tenant remains under a new or
different arrangement, C&W shall be paid the balance of its commission. If a cancellation payment indudes the
unamortized commission, then C&W will be paid a full commission as if no right of cancellation existed.
Computation of Commissions: Commissions shaft be computed in accordance with the above rates based upon the
aggregate rental set forth in the lease, induding rental attributable to rent increases (but not tax or operating expense
escalation's) and to additional space required to be leased by Tenant If a rental concession is made by Landlord
allowing Tenant not to pay rent for the initial months of the lease term, then the commission shall be calculated on the
average rental for the entire term with the first year being deemed to commence on the first day of the lease term whether
or not rent is payable. If rental concessions are granted In lieu of Landlord performing construction or alteration work and
with respect to any other allowances or concessions granted to Tenant whether to the form of a credit against rent,
conshcxtion, decoration or otherwise, there shall be no deduction from the aggregate rent set forth in the lease.
Percentage Leases: If there is a minimum rent, then the commission shall initially be computed and paid based on the
aggregate minimum rent set forth in the lease. If there is no minimum rent, the commission shall initially be computed
and paid as if the lease contained a minimum rent equal to 1/2 of the Landlord's asking price. In both of the above cases,
thereafter, as and when percentage rental shaft become payable to Landlord, C&W shaft be deemed to have earned a
commission thereon calculated as if the percentage rental had been known at the commencement of the lease term.
Such additional commissions shall be paid to C&W at the end of each year during the lease term for which percentage
rent is payable. Gross receipts reports are due 60 days after the end of the lease year and the additional fee is due within
30 days after billing.
Time of Payment: Commissions on leases shall be paid in full on the execution and delivery of the lease between
Landlord and Tenant.
Purchase Option: If the lease contains an option or right to purchase, and if Tenant purchases the property during the
term of the lease, whether or not strictly pursuant to the option or right, Landlord will pay to C&W, upon dosing of the
transaction, a sales commission as provided in Section A of this Schedule. If the sale occurs during a period of the lease
ten) for which C&W has been paid a leasing commission, the portion of C&Ws share of the leasing commission
attributable to the unexpired portion of the term will be credited against the sales commission. C&W will not be required
to make a refund should the sales commission be less than the amount of the credit.
Sale by Landlord: In the event of a sale, conveyance or other disposition of all or any portion of Landlord's interest in
the Property at which the lease is made, Landlord shall remain responsible to pay C&W the commissions due and/or
which may become due hereunder, unless Landlord shall obtain from the grantee of its interest and deliver to C&W an
agreement, in form and substance and from a party acceptable to C&W, whereby the grantee assumes Landlord's
commission obligations hereunder.
General: The term lease" as used herein shall also be deemed to mean "sublease" and the terms "Landlord" and
' Tenant" shall also be deemed to mean "Sublandlord" and " Subtenant', as the case may be, and, together with the terms
`Purchaser" and "Seller", shaft be deemed to include any subsidiaries, affiliates, successors and nominees of any of
same.
Exhibit A
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EXHIBIT
B
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of Califomia, Inc. ( "C &W ") as its sole agent and grants to
C &W the exclusive right to sell or lease the real property located at 3250 E. Washington Boulevard (see Exhibit A) %
Vemon, Califomia (the "Property"). Additionally, the parties acknowledge that Owner may acquire an interest in all or
part of the following parcels of real property in Vemon, Califomia, APN #5169- 023 -018, APN #5169 -023 -019 and APN
#5169- 022 -005 ( "Supplemental Parcels "). For purposes of this Agreement, the term "Property" shall also include the
Supplemental Parcels, and without limiting the foregoing, C &W shall be entitled to a commission, subject to the terms
hereof, for a sale of all or part of the Supplemental Parcels.
1) TERM: The term of this Agreement begins on September 20, 2005 and will end at midnight six (6) months from
Owner's signature below.
2) C &W S SERVICES: C &W will enlist the efforts of its firm to secure a satisfactory purchaser(s) and /or tenant(s)
for the Property, and if C &W deems it necessary, C &W will also solicit the cooperation of other licensed real
estate brokers. C &W will negotiate the terms of any sale or lease on behalf of Owner and in Owner's interest.
OWNER REFERRALS: Owner will refer to C&W all inquiries and offerings received by Owner regarding 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.
ADVERTISING: Owner authorizes C &W to advertise and to place signage on the Property. All advertising,
publicity releases, marketing brochures, signs, and other marketing materials shall be subject to Owner's
approval, which may be withheld in Owner's sole discretion. Notwithstanding anything herein to the contrary,
C &W shall have no obligation to market the Supplemental Parcels unless acquired by Owner.
5) COMMISSION: If, during the term hereof, Owner sells or leases any interest in the Property, Owner will pay to
C&W a commission in accordance with the attached Schedule of Commissions. Within 15 days after the end of
the term, C &W will provide to Owner a list of prospective purchaser(s) or tenant(s) to whom the Property was
submitted (by C &W, Owner or any third party) during the term. If a prospective purchaser or tenant, appearing
on said list, enters into a purchase contract, lease or option within 180 days after the end of the term, and the
purchase thereafter closes or lease is executed, Owner will pay a commission to C &W as provided above.
Owner agrees that such 180 -day period will be extended for so long as negotiations with a prospective
purchaser or tenant are continuing.
OUTSIDE BROKERS: If C&W recognizes an outside broker representing the purchaser or tenant in a
transaction for which a commission is payable hereunder, C &W will request such broker to agree to accept an
equitable portion (but not more than half) of the commission as its compensation. If such broker so agrees,
Owner will pay to C &W the commission provided for herein, out of which C &W will pay to such broker its agreed
share and retain the balance as C&Ws compensation. If such broker does not so agree, then negotiations will
be suspended until such agreement is obtained. C &W will not be liable for failure to obtain such agreement.
7) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement tums into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, or
ground lease, then C &W will automatically, without the necessity of any further acts by Owner or C&W or an
amendment to this Agreement, be Owner's sole and exclusive agent for such transaction and will be entitled to
a commission on such transaction under the terms of this Agreement. If the commission computation is not
addressed in the attached Schedule of Commissions, then the Owner shall pay to C &W a market rate
commission as dictated by local custom.
PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
substances, or defective conditions, at the Property except as Owner has informed C &W in wilting. Owner
authorizes C &W to transmit such information to prospective purchasers or tenants. With respect to sale of the
Property only, Owner and C&W each acknowledge that they are required to make certain "natural hazard
disclosures" to prospective purchasers prior to closing. Owner and C &W each hereby represent that they have
no actual knowledge that the Property is located within a special flood hazard area, a potential flood (dam
failure) inundation area, a very high fire hazard severity zone, a wildland fire zone, an earthquake fault zone or a
seismic hazard zone, except as Owner has informed C &W or C &W has informed Owner in writing. Owner
agrees, at its sole cost and expense, to retain the services of a third party professional consultant to determine
whether, based on available mapping, disclosure is required, who will issue a report with respect thereto, which
report will be delivered to the prospective purchaser. Owner hereby agrees to indemnify, defend and hold C&W
harmless of and from any and all claims from prospective purchasers of the Property arising from any error or
omission in such reports or arising from any disclosure obligation or Owner.
01ELASL
FE8RUARY 1999
1
USNE LISTING AGMT 3250 E. Wasni gbn SNS. (3.38.05)
9) OTHER CLIENTS: Owner acknowledges that C &W' may represent potential purchasers or tenants and.
consents to such dual representation.
10) FEES AND EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the
prevailing 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 date until paid at the legal rate of
interest.
11) AUTHORITY: Owner represents that it is the owner of the Property and /or has the full right, power and authority
to execute this Agreement and to consummate a transaction as provided herein, and to perform Owner's
obligations hereunder. The individuals signing this Agreement represent that they are authorized signatories.
12) PROFESSIONAL ADVICE: C &W recommends that Owner obtain legal, tax or other professional advice
relating to this Agreement and the proposed sale or lease of the Property as well as the condition and/or legality
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. C&W will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner and C &W. Owner further
agrees that in determining the financial soundness of any prospective purchaser or tenant, Owner will rely solely
upon Owner's own investigation and evaluation, notwithstanding C&Ws assistance in gathering any financial
information.
13) NON - DISCRIMINATION: It is unlawful for either Owner or C &W to discriminate against any persons because
of their race, color, religion, national origin, sex, disability or family status.
14) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns.
The terms "Owner," "Purchaser" and "Tenant" include affiliates, successors, assigns and nominees.
15) PUBLICITY: Owner hereby consents to C &W's publicizing its role in any transaction entered into, subject to
Owner's reasonable editorial approval of such publicity.
16) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
17) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Owner and C &W and
supersedes all prior discussions. No modification of this Agreement will be effective unless made in writing and
signed by both Owner and C &W. Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
CITY OF VERNON ("OWNER") CUSHMAN & WAKEFL LDOFCALIFORNIA, INC.
By: By: [Ai '
Print Name: Leonis C. Malburg Print Name: Ek -d (IVv.
Title: Manor Title: Cc,,,ha ` A II•4 c. -•
Address:: 4305 Santa Fe Avenue Address:: 601 S. Figueroa Street, Ste. 4700
Vernon. CA 90058 Los Angeles, CA 90017
Date: Date:
ATTEST:
By:
Print Name: Bruce V. Makenhurst,
Title: Acting City Clerk
APPROVED AS TO FORM:
By:
Print Name: Eric T. Fresch
Title: City Attorney
OIELASL
FEBRUARY 1999
t IVE LISTING AGMT 3250 E. Vleellil0ln" BM. (&30.05)
SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: 3250 E. Washington Boulevard. Vernon. CA & the Supplemental Parcels (as
described in the Agreement)
A. SALES
5% of the total sales price. Should a member of the Marketing Team (John McMillan, Jeff Sanita,
Mark Lombardo) also represent the Buyer. said commission shall be reduced to 4% of the total sales
price.
Time of Payment: The commission shall be paid in full at the time of the closing or transfer of title to the
property, except in the case of an installment purchase contract, in which case the commission shalt be paid in
full at the time of the execution and delivery of the installment purchase contract between Seller and Purchaser.
Computation of Sales Price: The commission shall be computed in accordance with the above rates based
upon the total sales price, which shad include any mortgages, loans or other obligations of Seller which may be
assumed by Purchaser or which Purchaser takes title "subject to," any purchase money bans or mortgages
taken back by Seder, the sales price of any fixtures or other personal property sold by separate agreement
between Seder and Purchaser as part of the overall sales of the real property, and the current market value of
any other real or personal property transferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, C &W will be paid a commission at the above rate if 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).
Deposit: In the event title does not close and the deposit is retained by Seller, the commission to be paid C&W
shall be either 1/2 of the amount of the deposit, or the regular commission computed as set forth above,
whichever is less.
Joint Venture: If a joint venture is effected in lieu of a sale, a commission computed in accordance with the
above rates shall be paid on the value of the property as determined for purposes of the joint venture
agreement, and the percentage interest thereof which is being conveyed to the joint venture, or the joint
ventures as the case may be. The commission shall be paid upon execution and delivery of the instrument of
conveyance, or establishment of the entitlement of ownership.
B. LEASES
GROSS LEASE
7% of the rent for the first year,
6% of the rent for the second year,
5% of the rent for the third year;
4% of the rent for the fourth year
4% of the rent for the fifth year
3% of the rent for the next five years;
2% of the rent for the balance of the term
NET LEASE
7% of the rent for the first year
7% of the rent for the second year
6% of the rent for the third year,
5% of the rent for the fourth year
5% of the rent for the fifth year
4% of the rent for the next five years;
3% of the rent for the balance of the term
Ground Leases:
The commission rates above shall also apply to a ground lease, however, the maximum lease term for which a
commission will be paid shall be fifty (50) years.
Month -to -Month Transactions:
The commission for a month- to-month tenancy is one month's rental. In the event a month-to -month Tenant
subsequently executes a lease, either direct with Landlord or through C &W, within 24 months from the date
of occupancy by the month- to-month Tenant, then C &W shall receive a leasing commission in accordance
with the provisions of this schedule. Said schedule shall be applied retroactively to include the complete
month -to -month term. The initial month -to -month commission already paid by Landlord, shall be deducted
from the total leasing commission due to C &W.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a lease contains an option or other right to renew or extend the term or to lease
additional space, and if the lease is renewed or extended or if a Tenant leases additional space, whether or not strictly
pursuant to the option or right contained in the lease, Landlord shall pay to C&W, at the time of the renewal, extension or
tease of additional space, an additional commission based on the aggregate rental for the renewal or extension term, or
for such additional space. In the case of a renewal or extension, the commission shall be calculated at the above rates
but at the percentage level that would have applied if the renewal or extension period were in force at the time the original
lease was made.
Cancellation Clauses: C &W will be paid a commission based upon the entire lease term notwithstanding any right of
Landlord to cancel the lease. tf Tenant has a right to cancel the lease after the term has commenced (and for reasons
unrelated to casualty, condemnation, default and the like), the commission will initially be based upon the rental for the
non-cancellable portion of the lease term plus the amount of any cancellation payment payable by Tenant if such right is
not thereafter exercised, Landlord will promptly pay C&W the balance of the commission. A lease will be deemed
canceled only if Tenant vacates the premises. If a lease is terminated or amended and Tenant remains under a new or
different arrangement, C&W shall be paid the balance of its commission. If a cancellation payment includes the
unamortized commission, then C&W will be paid a full commission as if no right of cancellation existed.
Computation of Commissions: Commissions shall be computed in accordance with the above rates based upon the
aggregate rental set forth in the lease, including rental attributable to rent increases (but not tax or operating expense
escalation's) and to additional space required to be leased by Tenant If a rental concession is made by Landlord
allowing Tenant not to pay rent for the initial months of the lease term, then the commission shall be calculated on the
average rental for the entire term with the first year being deemed to commence on the first day of the lease term whether
or not rent Is payable. If rental concessions are granted in lieu of Landlord performing construction or alteration work and
with respect to any other allowances or concessions granted to Tenant whether in the form of a credit against rent,
constriction, decoration or otherwise, there shall be no deduction from the aggregate rent set forth in the lease.
Percentaae Leases: If there is a minimum rent, then the commission shall initially be computed and paid based on the
aggregate minimum rent set forth in the lease. If there is no minimum rent, the commission shall initially be computed
and paid as if the lease contained a minimum rent equal to 1/2 of the Landlord's asking price. In both of the above cases,
thereafter, as and when percentage rental shall become payable to Landlord, C&W shall be deemed to have earned a
commission thereon calculated as if the percentage rental had been known at the commencement of the lease term.
Such additional commissions shall be paid to C&W at the end of each year during the lease term for which percentage
rent is payable. Gross receipts reports are due 60 days after the end of the lease year and the additional fee is due within
30 days after billing.
Time of Payment: Commissions on leases shall be paid in full on the execution and delivery of the lease between
Landlord and Tenant.
Purchase Option: If the lease contains an option or right to purchase, and if Tenant purchases the property during the
term of the lease, whether or not strictly pursuant to the option or right, Landlord will pay to C&W, upon closing of the
transaction, a sales commission as provided in Section A of this Schedule. If the sale occurs during a period of the lease
term for which C&W has been paid a leasing commission, the portion of C&W's share of the leasing commission
attributable to the unexpired portion of the term will be credited against the sales commission. C&W will not be required
to make a refund should the sales commission be less than the amount of the credit
Sale by Landlord: In the event of a sale, conveyance or other disposition of all or any portion of Landlord's interest in
the Property at which the lease is made, Landlord shall remain responsible to pay C&W the commissions due and/or
which may become due hereunder, unless Landlord shall obtain from the grantee of its interest and deliver to C&W an
agreement, in form and substance and from a party acceptable to C&W, whereby the grantee assumes Landlord's
commission obligations hereunder.
General: The term lease" as used herein shall also be deemed to mean " sublease" and the terms "Landlord" and
"Tenant" shall also be deemed to mean "Sublandlord" and "Subtenant", as the case may be, and, together with the tarns
"Purchaser" and "Seller", shall be deemed to include any subsidiaries, affiliates, successors and nominees of any of
same.
Page 1
ExhWit A
Page 2
EXHIBIT
C
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of Califomia, Inc. ( "C &W") as its sole agent and grants to
C &W the exclusive right to sell or lease the real property located at 2301 E. Vemon Avenue (see Exhibit A) . Vernon,
Califomia (the "Property").
1) TERM: The term of this Agreement begins on September 20. 2005 and will end at midnight six (6) months from
Owner's signature below.
2) C &W S SERVICES: C &W will enlist the efforts of its firm to secure a satisfactory purchaser(s) and /or tenant(s)
for the Property, and if C &W deems it necessary, C &W will also solicit the cooperation of other licensed real
estate brokers. C &W will negotiate the terms of any sale or lease on behalf of Owner and in Owner's interest.
3) OWNER REFERRALS: Owner will refer to C&W all inquiries and offerings received by Owner regarding 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.
ADVERTISING: Owner authorizes C&W to advertise and to place signage on the Property. All advertising,
publicity releases, marketing brochures, signs, and other marketing materials shall be subject to Owner's
approval, which may be withheld in Owner's sole discretion.
5) COMMISSION: If, during the term hereof, Owner sells or leases any interest in the Property, Owner will pay to
C &W a commission in accordance with the attached Schedule of Commissions. Within 15 days after the end of
the term, C &W will provide to Owner a list of prospective purchaser(s) or tenant(s) to whom the Property was
submitted (by C &W, Owner or any third party) during the term. If a prospective purchaser or tenant, appearing
on said list, enters into a purchase contract, lease or option within 180 days after the end of the term, and the
purchase thereafter closes or lease is executed, Owner will pay a commission to C&W as provided above.
Owner agrees that such 180 -day period will be extended for so long as negotiations with a prospective
purchaser or tenant are continuing.
6) OUTSIDE BROKERS: If C &W recognizes an outside broker representing the purchaser or tenant in a
transaction for which a commission is payable hereunder, C &W will request such broker to agree to accept an
equitable portion (but not more than half) of the commission as its compensation. If such broker so agrees,
Owner will pay to C &W the commission provided for herein, out of which C &W will pay to such broker its agreed
share and retain the balance as C &W s compensation. If such broker does not so agree, then negotiations will
be suspended until such agreement is obtained. C &W will not be liable for failure to obtain such agreement.
7) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement tums into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, or
ground lease, then C &W will automatically, without the necessity of any further acts by Owner or C&W or an
amendment to this Agreement, be Owner's sole and exclusive agent for such transaction and will be entitled to
a commission on such transaction under the terms of this Agreement. If the commission computation is not
addressed in the attached Schedule of Commissions, then the Owner shall pay to C&W a market rate
commission as dictated by local custom.
8) PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
substances, or defective conditions, at the Property except as Owner has informed C&W in writing. Owner
authorizes C &W to transmit such information to prospective purchasers or tenants. With respect to sale of the
Property only, Owner and C &W each acknowledge that they are required to make certain "natural hazard
disclosures" to prospective purchasers prior to closing. Owner and C&W each hereby represent that they have
no actual knowledge that the Property is located within a special flood hazard area, a potential flood (dam
failure) inundation area, a very high fire hazard severity zone, a wildland fire zone, an earthquake fault zone or a
seismic hazard zone, except as Owner has infomted C &W or C &W has informed Owner in writing. Owner
agrees, at its sole cost and expense, to retain the services of a third party professional consultant to determine
whether, based on available mapping, disclosure is required, who will issue a report with respect thereto, which
report will be delivered to the prospective purchaser. Owner hereby agrees to indemnify, defend and hold C &W
harmless of and from any and all claims from prospective purchasers of the Property arising from any error or
omission in such reports or arising from any disclosure obligation or Owner.
OTHER CLIENTS: Owner acknowledges that C &W may represent potential purchasers or tenants and
consents to such dual representation.
01ELASL
FEBRUARY 1999
1
SNE LISTING AGMT 2301 E. Vemon M. (8.22.03)
10) FEES AND EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the
prevailing 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 date until paid at the legal rate of
interest.
11) AUTHORITY: Owner represents that it is the owner of the Property and/or has the full right, power and authority
to execute this Agreement and to consummate a transaction as provided herein, and to perform Owner's
obligations hereunder. The individuals signing this Agreement represent that they are authorized signatories.
12) PROFESSIONAL ADVICE: C &W recommends that Owner obtain legal, tax or other professional advice
relating to this Agreement and the proposed sale or lease of the Property as well as the condition and /or legality
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. C&W will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner and C &W. Owner further
agrees that in determining the financial soundness of any prospective purchaser or tenant, Owner will rely solely
upon Owner's own investigation and evaluation, notwithstanding C &W s assistance in gathering any financial
information.
13) NON - DISCRIMINATION: It is unlawful for either Owner or C&W to discriminate against any persons because
of their race, color, religion, national origin, sex, disability or family status.
14) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns.
The terms "Owner," "Purchaser" and "Tenant" include affiliates, successors, assigns and nominees.
15) PUBLICITY: Owner hereby consents to C &W's publicizing its role in any transaction entered into, subject to
Owner's reasonable editorial approval of such publicity.
16) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
17) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Owner and C &W and
supersedes all prior discussions. No modification of this Agreement will be effective unless made in writing and
signed by both Owner and C &W. Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
CITY OF VERNON ( "OWNER ") CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
By: By: t
Print Name: Leonis C. Malbura Print Name: &L)0.,-) C tt e
Title: Mayor Title: i , ,,cij ` A i t l S¢ c 1-
Address:: 4305 Santa Fe Avenue Address:: 601 S. Figueroa Street. Ste. 4700
Vemon, CA 90058 Los Angeles. CA 90017
/is LOS—
Date: Date:
ATTEST:
By:
Print Name: Bruce V. Makenhurst,
Title: Acting City Clerk
APPROVED AS TO FORM:
By:
Print Name: Eric T. Fresch
Title: City Attomev
01ELAS1.
FEBRUARY 1999
9
USING AGO E. Vernon Ave. 0222.05)
SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: 2301 E. Vernon Avenue, Vernon. CA
A, SALES
5% of the total sales price. Should a member of the Marketing Team (John McMilan, Jeff Sancta, Mark
Lombardo) also represent the Buyer, said commission shall be reduced to 4% of the total sales price.
Time of Payment: The commission shaft be paid in full at the time of the closing or transfer of title to the
property, except in the case of an installment purchase contract, in which case the commission shall be paid in
full at the time of the execution and delivery of the installment purchase contract between Seller and Purchaser.
Computation of Sales Price: The commission shall be computed in accordance with the above rates based
upon the total sales price, which shall include any mortgages, bans or other obligations of Seller which may be
assumed by Purchaser or which Purchaser takes title "subject to," any purchase money loans or mortgages
taken back by Seller, the sales price of any fixtures or other personal property solo by separate agreement
between Seller and Purchaser as part of the overall sales of the real property, and the current market value of
any other real or personal property transferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, C&W will be paid a commission at the above rate if and
when amounts are payable for the option (and for extensions thereof). Upon dosing of the sale, C&W will be
paid a commission at the above rate on the total sales price (exduding any amount paid for the option and
applied to the sales price).
Deposit: In the event title does not dose and the deposit is retained by Seller, the commission to be paid C&W
shall be either 1/2 of the amount of the deposit, or the regular commission computed as set forth above,
whichever is Tess.
Joint Venture: If a joint venture is effected in Neu of a sale, a commission computed in accordance with the
above rates shall be paid on the value of the property as determined for purposes of the joint venture
agreement, and the percentage interest thereof which is being conveyed to the joint venture, or the joint
ventures as the case may be. The commission shall be paid upon execution and delivery of the instrument of
conveyance, or establishment of the entitlement of ownership.
B. LEASES
GROSS LEASE
7% of the rent for the first year
6% of the rent for the second year
5% of the rent for the third year
4% of the rent for the fourth year
4% of the rent for the fifth year
3% of the rent for the next five years;
2% of the rent for the balance of the term
NET LEASE
7% of the rent for the first year,
7% of the rent for the second year
6% of the rent for the third year
5% of the rent for the fourth year,
5% of the rent for the fifth year
4% of the rent for the next five years;
3% of the rent for the balance of the term
Ground Leases:
The commission rates above shall also apply to a ground lease, however, the maximum lease term for which a
commission will be paid shall be fifty (50) years.
Month -to -Month Transactions:
The commission for a month -to -month tenancy is one month's rental. In the event a month - to-month Tenant
subsequently executes a lease, either direct with Landlord or through C&W, within 24 months from the date
of occupancy by the month- to-month Tenant, then C&W shall receive a leasing commission in accordance
with the provisions of this schedule. Said schedule shall be applied retroactively to include the complete
month- to-month term. The initial month-to -month commission already paid by Landlord, shall be deducted
from the total leasing commission due to C&W.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a lease contains an option or other right to renew or extend the term or to lease
additional space, and if the lease is renewed or extended or 11 a Tenant leases additional space, whether or not strictly
pursuant to the option or right contained in the lease, Landlord shall pay to C&W, at the time of the renewal, extension or
lease of additional space, an additional commission based on the aggregate rental for the renewal or extension term, or
for such additional space. In the case of a renewal or extension, the commission shah be calculated at the above rates
but at the percentage level that would have applied if the renewal or extension period were in force at the time the original
lease was made,
Cancellation Clauses: C&W will be paid a commission based upon the entire lease term notwithstanding any right of
Landlord to cancel the lease. If Tenant has a right to cancel the lease after the term has commenced (and for reasons
unrelated to casualty, condemnation, default and the like), the commission will initially be based upon the rental for the
non - cancellable portion of the lease term plus the amount of any cancellation payment payable by Tenant if such right is
not thereafter exercised, Landlord will promptly pay C&W the balance of the commission. A lease will be deemed
canceled only if Tenant vacates the premises. If a lease is terminated or amended and Tenant remains under a new or
different arrangement, C&W shall be paid the balance of its commission. If a cancellation payment indudes the
unamortized commission, then C&W will be paid a full commission as if no right of cancellation existed.
Comautation of Commissions: Commissions shaft be computed in accordance with the above rates based upon the
aggregate rental set forth in the lease, including rental attributable to rent increases (but not tax or operating expense
escalation's) and to additional space required to be leased by Tenant. If a rental concession is made by landlord
allowing Tenant not to pay rent for the initial months of the lease tom, then the commission shall be calculated on the
average rental for the entire term with the first year being deemed to commence on the first day of the lease term whether
or not rent is payable. If rental concessions are granted in Neu of landlord perfuming construction or alteration wok and
with respect to any other allowances or concessions granted to Tenant whether in the form of a credit against rent,
construction, decoration or otherwise, there shall be no deduction from the aggregate rent set forth in the lease.
Percentage !.eases: If there is a minimum rent, then the commission shall initially be computed and paid based on the
aggregate minimum rent set forth in the lease. If there is no minimum rent, the commission shall initially be computed
and paid as if the lease contained a minimum rent equal to 1/2 of the Landlord's asking price. In both of the above cases,
thereafter, as and when percentage rental shall become payable to Landlord, C&W shall be deemed to have earned a
commission thereon calculated as if the percentage rental had been known at the commencement of the lease term.
Such additional commissions shall be paid to C&W at the end of each year during the lease term for which percentage
rent is payable. Gross receipts reports are due 60 days after the end of the lease year and the additional fee is due within
30 days after billing.
Time of Payment: Commissions on leases shaft be paid in full on the execution and delivery of the lease between
Landlord and Tenant.
Purchase Option: If the lease contains an option or right to purchase, and if Tenant purchases the property during the
term of the lease, whether or not strictly pursuant to the option or right, Landlord will pay to C&W, upon closing of the
transaction, a sales commission as provided in Section A of this Schedule. If the sale occurs during a period of the lease
term for which C&W has been paid a leasing commission, the portion of C&W s share of the leasing commission
attributable to the unexpired portion of the term will be credited against the sales commission. C&W will not be required
to make a refund should the sales commission be less than the amount of the credit.
Sale by Landlord: In the event of a sale, conveyance or other disposition of all or any portion of Landlord's interest in
the Property at which the lease is made, Landlord shall remain responsible to pay C&W the commissions due and/or
which may become due hereunder. unless Landlord shall obtain from the grantee of its interest and deliver to C&W an
agreement, in tom and substance and from a party acceptable to C&W, whereby the grantee assumes Landlord's
commission obligations hereunder.
General: The term lease" as used herein shall also be deemed to mean "sublease" and the terms "Landlord" and
" Tenant" shall also be deemed to mean "Sub1andlord" and "Subtenant", as the case may be, and, together with the terms
Purchaser and "Seller", shall be deemed to include any subsidiaries, affiliates, successors and nominees of any of
same.
Los Angeles. CA , 2004 -2005 - 8302- 017 -602, Sheet 1 of 1
SUPPORTING
DOCUMENTS
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of Califomia, Inc. ( "C&W") as its sole agent and grants to
C &W the exclusive right to sell or lease the real property located at 4900 Bandini Boulevard (see Exhibit A) , Vernon,
Califomia (the "Property").
1) TERM: The term of this Agreement begins on September 8, 2005 and will end at midnight six (6) months from
Owner's signature below.
C&W 'S SERVICES: C&W will enlist the efforts of its firm to secure a satisfactory purchaser(s) and/or tenant(s)
for the Property, and if C&W deems it necessary, C &W will also solicit the cooperation of other licensed real
estate brokers. C&W will negotiate the terms of any sale or lease on behalf of Owner and in Owner's interest.
3) OWNER REFERRALS: Owner will refer to C &W all inquiries and offerings received by Owner regarding 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.
ADVERTISING: Owner authorizes C&W to advertise and to place signage on the Property. All advertising,
publicity releases, marketing brochures, signs, and other marketing materials shall be subject to Owner's
approval, which may be withheld in Owner's sole discretion.
5) COMMISSION: If, during the term hereof, Owner sells or leases any interest in the Property, Owner will pay to
C &W a commission in accordance with the attached Schedule of Commissions. Within 15 days after the end of
the term, C&W will provide to Owner a list of prospective purchaser(s) or tenant(s) to whom the Property was
submitted (by C&W, Owner or any third party) during the term. If a prospective purchaser or tenant, appearing
on said list, enters into a purchase contract, lease or option within 180 days after the end of the term, and the
purchase thereafter closes or lease is executed, Owner will pay a commission to C&W as provided above.
Owner agrees that such 180 -day period will be extended for so long as negotiations with a prospective
purchaser or tenant are continuing.
OUTSIDE BROKERS: If C &W recognizes an outside broker representing the purchaser or tenant in a
transaction for which a commission is payable hereunder, C &W will request such broker to agree to accept an
equitable portion (but not more than half) of the commission as its compensation. If such broker so agrees,
Owner will pay to C &W the commission provided for herein, out of which C &W will pay to such broker its agreed
share and retain the balance as C&Ws compensation. If such broker does not so agree, then negotiations will
be suspended until such agreement is obtained. C &W will not be liable for failure to obtain such agreement.
ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement tums into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, or
ground lease, then C &W will automatically, without the necessity of any further acts by Owner or C &W or an
amendment to this Agreement, be Owner's sole and exclusive agent for such transaction and will be entitled to
a commission on such transaction under the terms of this Agreement. If the commission computation is not
addressed in the attached Schedule of Commissions, then the Owner shall pay to C&W a market rate
commission as dictated by local custom.
PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
substances, or defective conditions, at the Property except as Owner has informed C &W in writing. Owner
authorizes C&W to transmit such information to prospective purchasers or tenants. With respect to sale of the
Property only, Owner and C &W each acknowledge that they are required to make certain "natural hazard
disclosures" to prospective purchasers prior to closing. Owner and C &W each hereby represent that they have
no actual knowledge that the Property is located within a special flood hazard area, a potential flood {dam
failure) inundation area, a very high fire hazard severity zone, a wildland fire zone, an earthquake fault zone or a
seismic hazard zone, except as Owner has informed C &W or C &W has informed Owner in writing. Owner
agrees, at its sole cost and expense, to retain the services of a third party professional consultant to determine
whether, based on available mapping, disclosure is required, who will issue a report with respect thereto, which
report will be delivered to the prospective purchaser. Owner hereby agrees to indemnify, defend and hold C &W
harmless of and from any and all claims from prospective purchasers of the Property arising from any error or
omission in such reports or arising from any disclosure obligation or Owner.
OTHER CUENTS: Owner acknowledges that C &W may represent potential purchasers or tenants and
consents to such dual representation.
OIELASL
FEBRUARY 1999.
t USNE LISTING AGMT 4900 Sandia Blvd. (922.95)
10) FEES AND EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the
prevailing 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 date until paid at the legal rate of
interest.
11) AUTHORITY: Owner represents that it is the owner of the Property and/or has the full right, power and authority
to execute this Agreement and to consummate a transaction as provided herein, and to perform Owner's
obligations hereunder. The individuals signing this Agreement represent that they are authorized signatories.
12) PROFESSIONAL ADVICE: C &W recommends that Owner obtain legal, tax or other professional advice
relating to this Agreement and the proposed sale or lease of the Property as well as the condition and/or legality
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. C &W will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner and C&W. Owner further
agrees that in determining the financial soundness of any prospective purchaser or tenant, Owner will rely solely
upon Owner's own investigation and evaluation, notwithstanding C &W s assistance in gathering any financial
information.
13) NON - DISCRIMINATION: It is unlawful for either Owner or C &W to discriminate against any persons because
of their race, color, religion, national origin, sex, disability or family status.
14) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns.
The terms "Owner," "Purchaser" and "Tenant" indude affiliates, successors, assigns and nominees.
15) PUBLICITY: Owner hereby consents to C&W's publicizing its role in any transaction entered into, subject to
Owner's reasonable editorial approval of such publicity.
16) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
17) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Owner and C&W and
supersedes all prior discussions. No modification of this Agreement will be effective unless made in writing and
signed by both Owner and C &W. Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
CITY OF VERNON ("OWNER")
By:
Print Name:
Title: Mayor
Address:: 4305 Santa Fe Avenue
Leonis C. Malburg
Date:
ATTEST:
By:
Print Name:
Title:
Vernon, CA 90058
Q- /3-05
CUSHMAN & WAK IELD OF INC.
By:
Print Name:
Title:
Address:: 601 S. Figueroa Street, Ste. 4700
Los Angeles. CA 90017
C.461-X-
tia ,r_,;,; ?asv��ce V. Malkenhorst Jr.
.v.I.,...lworiVievrfttevee /1
Date:
Actin
APPROVED AS TO FORM:
By:
Print Name: Eric T. Fresch
Title: Citv Attomev
01ELASL
FEBRUARY 1999
F.use's! z USTMIGAGMT 4900 BadN Blvd. (832.05)
SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: 4900 Bandini Boulevard, Vernon, CA
A. SALES
5% of the total sales price. Should a member of the Marketing Team (John McMillan, Jeff Sanita,
Mark Lombardo) also represent the Buyer, said commission shall be reduced to 4% of the total sales
price.
Time of Payment: The commission shall be paid in full at the time of the closing or transfer of title to the
property, except in the case of an installment purchase contract, in which case the commission shall be paid in
full at the time of the execution and delivery of the installment purchase contract between Seller and Purchaser.
Computation of Sales Price: The commission shall be computed in accordance with the above rates based
upon the total sales price, which shall include any mortgages, loans or other obligations of Seller which may be
assumed by Purchaser or which Purchaser 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 Purchaser as part of the overall sales of the real property, and the current market value of
any other real or personal property transferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, C &W will be paid a commission at the above rate if 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).
Deposit: In the event title does not close and the deposit is retained by Seller, the commission to be paid C &W
shall be either 1/2 of the amount of the deposit, or the regular commission computed as set forth above,
whichever is less.
,Joint Venture: If a joint venture is effected in lieu of a sale, a commission computed in accordance with the
above rates shall be paid on the value of the property as determined for purposes of the joint venture
agreement, and the percentage interest thereof which is being conveyed to the joint venture, or the joint
ventures as the case may be. The commission shall be paid upon execution and delivery of the instrument of
conveyance, or establishment of the entitlement of ownership.
B. LEASES
GROSS LEASE
7% of the rent for the first year;
6% of the rent for the second year;
5% of the rent for the third year;
4% of the rent for the fourth year;
4% of the rent for the fifth year;
3% of the rent for the next five years;
2% of the rent for the balance of the term
NET LEASE
7% of the rent for the first year;
7% of the rent for the second year;
6% of the rent for the third year;
5% of the rent for the fourth year;
5% of the rent for the fifth year;
4% of the rent for the next five years;
3% of the rent for the balance of the term
Ground Leases:
The commission rates above shall also apply to a ground lease, however, the maximum lease term for which a
commission will be paid shall be fifty (50) years.
Month -to -Month Transactions:
The commission for month -to -month tenancy is one month's rental. In the event a month -to -month Tenant
subsequently executes a lease, either direct with Landlord or through C &W, within 24 months from the date
of occupancy by the month -to -month Tenant, then C &W shall receive a leasing commission in accordance
with the provisions of this schedule. Said schedule shall be applied retroactively to include the complete
month -to -month term. The initial month -to -month commission already paid by Landlord, shall be deducted
from the total leasing commission due to C &W.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a lease contains an option or other right to renew or extend the term or to lease
additional space, and if the lease is renewed or extended or if a Tenant leases additional space, whether or not strictly
pursuant to the option or right contained in the lease, Landlord shall pay to C &W, at the time of the renewal, extension or
lease of additional space, an additional commission based on the aggregate rental for the renewal or extension term, or
for such additional space. In the case of a renewal or extension, the commission shall be calculated at the above rates
but at the percentage level that would have applied if the renewal or extension period were in force at the time the original
lease was made.
Cancellation Clauses: C &W will be paid a commission based upon the entire lease term notwithstanding any right of
Landlord to cancel the lease. If Tenant has a right to cancel the lease after the term has commenced (and for reasons
unrelated to casualty, condemnation, default and the like), the commission will initially be based upon the rental for the
non - cancellable portion of the lease term plus the amount of any cancellation payment payable by Tenant; if such right is
not thereafter exercised, Landlord will promptly pay C &W the balance of the commission. A lease will be deemed
canceled only if Tenant vacates the premises. If a lease is terminated or amended and Tenant remains under a new or
different arrangement, C &W shall be paid the balance of its commission. If a cancellation payment includes the
unamortized commission, then C &W will be paid a full commission as if no right of cancellation existed.
Computation of Commissions: Commissions shall be computed in accordance with the above rates based upon the
aggregate rental set forth in the lease, including rental attributable to rent increases (but riot tax or operating expense
escalation's) and to additional space required to be leased by Tenant. If a rental concession is made by Landlord
allowing Tenant not to pay rent for the initial months of the lease term, then the commission shall be calculated on the
average rental for the entire term with the first year being deemed to commence on the first day of the lease term whether
or not rent is payable. If rental concessions are granted in lieu of Landlord performing construction or alteration work and
with respect to any other allowances or concessions granted to Tenant whether in the form of a credit against rent,
construction, decoration or otherwise, there shall be no deduction from the aggregate rent set forth in the lease.
Percentaae Leases: If there is a minimum rent, then the commission shall initially be computed and paid based on the
aggregate minimum rent set forth in the lease. If there is no minimum rent, the commission shall initially be computed
and paid as if the lease contained a minimum rent equal to 1/2 of the Landlord's asking price. In both of the above cases,
thereafter, as and when percentage rental shall become payable to Landlord, C &W shall be deemed to have earned a
commission thereon calculated as if the percentage rental had been known at the commencement of the lease term.
Such additional commissions shall be paid to C &W at the end of each year during the lease term for which percentage
rent is payable. Gross receipts reports are due 60 days after the end of the lease year and the additional fee is due within
30 days after billing.
Time of Payment: Commissions on leases shall be paid in full on the execution and delivery of the lease between
Landlord and Tenant.
Purchase Option: If the lease contains an option or right to purchase, and if Tenant purchases the property during the
term of the lease, whether or not strictly pursuant to the option or right, Landlord will pay to C &W, upon closing of the
transaction, a sales commission as provided in Section A of this Schedule. If the sale occurs during a period of the lease
term for which C &W has been paid a leasing commission, the portion of C &W's share of the leasing commission
attributable to the unexpired portion of the term will be credited against the sales commission. C &W will not be required
to make a refund should the sales commission be less than the amount of the credit.
Sale by Landlord: In the event of a sale, conveyance or other disposition of all or any portion of Landlord's interest in
the Property at which the lease is made, Landlord shall remain responsible to pay C &W the commissions due and /or
which may become due hereunder, unless Landlord shall obtain from the grantee of its interest and deliver to C &W an
agreement, in form and substance and from a party acceptable to C &W, whereby the grantee assumes Landlord's
commission obligations hereunder.
General: The term "lease" as used herein shall also be deemed to mean "sublease" and the terms "Landlord" and
"Tenant" shall also be deemed to mean "Sublandlord" and "Subtenant ", as the case may be, and, together with the terms
"Purchaser" and "Seller", shall be deemed to include any subsidiaries, affiliates, successors and nominees of any of
same.
F:WeerMatnyl an"anV00KM- ON8CNEDULE OF COMMISSIONS 4900 Eand l BAN. (8.22.05).doe
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of California, Inc. ( "C &W") as its sole agent and grants to
C &W the exclusive right to sell or lease the real property located at 3250 E. Washington Boulevard (see Exhibit A) ,
Vernon, California (the "Property"). Additionally, the parties acknowledge that Owner may acquire an interest in all or
part of the following parcels of real property in Vemon, Califomia, APN #5169 - 023 -018, APN #5169 - 023 -019 and APN
#5169 - 022 -005 ( "Supplemental Parcels "). For purposes of this Agreement, the term "Property" shall also include the
Supplemental Parcels, and without limiting the foregoing, C &W shall be entitled to a commission, subject to the terms
hereof, for a sale of all or part of the Supplemental Parcels.
1) TERM: The term of this Agreement begins on September 20, 2005 and will end at midnight six (6) months from
Owner's signature below.
C&W S SERVICES: C&W will enlist the efforts of its firm to secure a satisfactory purchaser(s) and/or tenant(s)
for the Property, and if C &W deems it necessary, C &W will also solicit the cooperation of other licensed real
estate brokers. C &W will negotiate the terms of any sale or lease on behalf of Owner and in Owner's interest.
OWNER REFERRALS: Owner will refer to C &W all inquiries and offerings received by Owner regarding 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.
ADVERTISING: Owner authorizes C &W to advertise and to place signage on the Property. All advertising,
publicity releases, marketing brochures, signs, and other marketing materials shall be subject to Owner's
approval, which may be withheld in Owner's sole discretion. Notwithstanding anything herein to the contrary,
C&W shall have no obligation to market the Supplemental Parcels unless acquired by Owner.
5) COMMISSION: It, during the term hereof, Owner sells or leases any interest in the Property, Owner will pay to
C&W a commission in accordance with the attached Schedule of Commissions. Within 15 days after the end of
the term, C&W will provide to Owner a list of prospective purchaser(s) or tenant(s) to whom the Property was
submitted (by C&W, Owner or any third party) during the term. If a prospective purchaser or tenant, appearing
on said list, enters into a purchase contract, lease or option within 180 days after the end of the term, and the
purchase thereafter closes or lease is executed, Owner will pay a commission to C &W as provided above.
Owner agrees that such 180 -day period will be extended for so long as negotiations with a prospective
purchaser or tenant are continuing.
6) OUTSIDE BROKERS: If C&W recognizes an outside broker representing the purchaser or tenant in a
transaction for which a commission is payable hereunder, C &W will request such broker to agree to accept an
equitable portion (but not more than half) of the commission as its compensation. If such broker so agrees,
Owner will pay to C &W the commission provided for herein, out of which C &W will pay to such broker its agreed
share and retain the balance as C&W 's compensation. If such broker does not so agree, then negotiations will
be suspended until such agreement is obtained. C &W will not be liable for failure to obtain such agreement.
7) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement tums into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, or
ground lease, then C &W will automatically, without the necessity of any further acts by Owner or C &W or an
amendment to this Agreement, be Owner's sole and exclusive agent for such transaction and will be entitled to
a commission on such transaction under the terms of this Agreement. If the commission computation is not
addressed in the attached Schedule of Commissions, then the Owner shall pay to C &W a market rate
commission as dictated by local custom.
PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
substances, or defective conditions, at the Property except as Owner has informed C &W in writing. Owner
authorizes C &W to transmit such information to prospective purchasers or tenants. With respect to sale of the
Property only, Owner and C &W each acknowledge that they are required to make certain "natural hazard
disclosures" to prospective purchasers prior to closing. Owner and C &W each hereby represent that they have
no actual knowledge that the Property is located within a special flood hazard area, a potential flood (dam
failure) inundation area, a very high fire hazard severity zone, a wildland fire zone, an earthquake fault zone or a
seismic hazard zone, except as Owner has informed C &W or C &W has informed Owner in writing. Owner
agrees, at its sole cost and expense, to retain the services of a third party professional consultant to determine
whether, based on available mapping, disclosure is required, who will issue a report with respect thereto, which
report will be delivered to the prospective purchaser. Owner hereby agrees to indemnify, defend and hold C&W
harmless of and from any and all claims from prospective purchasers of the Property arising from any error or
omission in such reports or arising from any disclosure obligation or Owner.
O1EtASL
FEBRUARY 1999
f
fars"s«USNE LISTING AGMs 3250 E. WMMngfoo 900. ( &30.05)
9) OTHER CLIENTS: Owner acknowledges that C&W may represent potential purchasers or tenants and
consents to such dual representation.
10) FEES AND EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the
prevailing 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 date until paid at the legal rate of
interest.
11) AUTHORITY: Owner represents that it is the owner of the Property and/or has the full right, power and authority
to execute this Agreement and to consummate a transaction as provided herein, and to perform Owner's
obligations hereunder. The individuals signing this Agreement represent that they are authorized signatories.
12) PROFESSIONAL ADVICE: C &W recommends that Owner obtain legal, tax or other professional advice
relating to this Agreement and the proposed sale or lease of the Property as well as the condition and /or legality
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. C&W will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner and C &W. Owner further
agrees that in determining the financial soundness of any prospective purchaser or tenant, Owner will rely solely
upon Owner's own investigation and evaluation, notwithstanding C&Ws assistance in gathering any financial
information.
13) NON- DISCRIMINATION: It is unlawful for either Owner or C &W to discriminate against any persons because
of their race, color, religion, national origin, sex, disability or family status.
14) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns.
The terms "Owner," "Purchaser" and "Tenant" include affiliates, successors, assigns and nominees.
15) PUBLICITY: Owner hereby consents to C &W's publicizing its role in any transaction entered into, subject to
Owner's reasonable editorial approval of such publicity.
16) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
17) ENTIRE AGREEMENT: This Agreement constitutes the entire, agreement between Owner and C&W and
supersedes all prior discussions. No modification of this Agreement will be effective unless made in writing and
signed by both Owner and C &W. Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
CITY OF VERNON ( "OWNER ")
By:
Print Name: Leonis C. Malburq
Title: Mayor
Address:: 4305 Santa Fe Avenue
Vemon, CA 90058
Date: 19-/3-05
ATTEST:
By:
Print Name:
Title:
Acting City Clerk
APPROVED AS TO FORM:
By:
Print Name: Eric T. Fresch
Title: City Attomev
CUSHMAN & WACE IELD CALIFORNIA, INC.
By: ,�{ a-'
Print Name: EADarD CAAttc
Title: uv�•tE c 0.1
Address:: 601 S. Figueroa Street, Ste. 4700
Los Angeles. CA 90017
Date:
V Malkenhorst Jr.
9IELASL
FEBRUARY 1999
2
SIVE USTIRG AGMT 3250 E. Washington Blvd. (8.30.95)
A.
SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: 3250 E. Washington Boulevard, Vernon, CA & the Supplemental Parcels (as
described in the Agreement)
SALES
5% of the total sales price. Should a member of the Marketing Team (John McMillan, Jeff Sanita,
Mark Lombardo) also represent the Buyer, said commission shall be reduced to 4% of the total sales
price.
Time of Payment: The commission shall be paid in full at the time of the closing or transfer of title to the
property, except in the case of an installment purchase contract, in which case the commission shall be paid in
full at the time of the execution and delivery of the installment purchase contract between Seller and Purchaser.
Computation of Sales Price: The commission shall be computed in accordance with the above rates based
upon the total sales price, which shall include any mortgages, loans or other obligations of Seller which may be
assumed by Purchaser or which Purchaser 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 Purchaser as part of the overall sales of the real property, and the current market value of
any other real or personal property transferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, C &W will be paid a commission at the above rate if 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).
Deposit: In the event title does not close and the deposit is retained by Seller, the commission to be paid C &W
shall be either 1/2 of the amount of the deposit, or the regular commission computed as set forth above,
whichever is less.
Joint Venture: If a joint venture is effected in lieu of a sale, a commission computed in accordance with the
above rates shall be paid on the value of the property as determined for purposes of the joint venture
agreement, and the percentage interest thereof which is being conveyed to the joint venture, . or the joint
ventures as the case may be. The commission shall be paid upon execution and delivery of the instrument of
conveyance, or establishment of the entitlement of ownership.
B. LEASES
GROSS LEASE
7% of the rent for the first year;
6% of the rent for the second year;
5% of the rent for the third year;
4% of the rent for the fourth year;
4% of the rent for the fifth year;
3% of the rent for the next five years;
2% of the rent for the balance of the term
NET LEASE
7% of the rent for the first year;
7% of the rent for the second year;
6% of the rent for the third year;
5% of the rent for the fourth year;
5% of the rent for the fifth year;
4% of the rent for the next five years;
3% of the rent for the balance of the term
Ground Leases:
The commission rates above shall also apply to a ground lease, however, the maximum lease term for which a
commission will be paid shall be fifty (50) years.
Month -to -Month Transactions:,
The commission for a month -to -month tenancy is one month's rental. In the event a month -to -month Tenant
subsequently executes a lease, either direct with Landlord or through C &W, within 24 months from the date
of occupancy by the month -to -month Tenant, then C &W shall receive a leasing commission in accordance
with the provisions of this schedule. Said schedule shall be applied retroactively to include the complete
month -to -month term. The initial month -to -month commission already paid by Landlord, shall be deducted
from the total leasing commission due to C &W.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a lease contains an option or other right to renew or extend the term or to lease
additional space, and if the lease is renewed or extended or if a Tenant leases additional space, whether or not strictly
pursuant to the option or right contained in the lease, Landlord shall pay to C &W, at the time of the renewal, extension or
lease of additional space, an additional commission based on the aggregate rental for the renewal or extension term, or
for such additional space. In the case of a renewal or extension, the commission shall be calculated at the above rates
but at the percentage level that would have applied if the renewal or extension period were in force at the time the original
lease was made.
Cancellation Clauses: C &W will be paid a commission based upon the entire lease term notwithstanding any right of
Landlord to cancel the lease. If Tenant has a right to cancel the lease after the term has commenced (and for reasons
unrelated to casualty, condemnation, default and the like), the commission will initially be based upon the rental for the
non - cancellable portion of the lease term plus the amount of any cancellation payment payable by Tenant; if such right is
not thereafter exercised, Landlord will promptly pay C &W the balance of the commission. A lease will be deemed
canceled only if Tenant vacates the premises. If a lease is terminated or amended and Tenant remains under a new or
different arrangement, C &W shall be paid the balance of its commission. If a cancellation payment includes the
unamortized commission, then C &W will be paid a full commission as if no right of cancellation existed.
Computation of Commissions: Commissions shall be computed in accordance with the above rates based upon the
aggregate rental set forth in the lease, including rental attributable to rent increases (but not tax or operating expense
escalation's) and to additional space required to be leased by Tenant. If a rental concession is made by Landlord
allowing Tenant not to pay rent for the initial months of the lease term, then the commission shall be calculated on the
average rental for the entire term with the first year being deemed to commence on the first day of the lease term whether
or not rent is payable. If rental concessions are granted in lieu of Landlord performing construction or alteration work and
with respect to any other allowances or concessions granted to Tenant whether in the form of a credit against rent,
construction, decoration or otherwise, there shall be no deduction from the aggregate rent set forth in the lease.
Percentage Leases: If there is a minimum rent, then the commission shall initially be computed and paid based on the
aggregate minimum rent set forth in the lease. If there is no minimum rent, the commission shall initially be computed
and paid as if the lease contained a minimum rent equal to 1/2 of the Landlord's asking price. In both of the above cases,
thereafter, as and when percentage rental shall become payable to Landlord, C &W shall be deemed to have eamed a
commission thereon calculated as if the percentage rental had been known at the commencement of the lease term.
Such additional commissions shall be paid to C &W at the end of each year during the lease term for which percentage
rent is payable. Gross receipts reports are due 60 days after the end of the lease year and the additional fee is due within
30 days after billing.
Time of Payment: Commissions on leases shall be paid in full on the execution and delivery of the lease between
Landlord and Tenant.
Purchase Option: If the lease contains an option or right to purchase, and if Tenant purchases the property during the
term of the lease, whether or not strictly pursuant to the option or right, Landlord will pay to C &W, upon closing of the
transaction, a sales commission as provided in Section A of this Schedule. If the sale occurs during a period of the lease
term for which C &W has been paid a leasing commission, the portion of C &W's share of the leasing commission
attributable to the unexpired portion of the term will be credited against the sales commission. C &W will not be required
to make a refund should the sales commission be less than the amount of the credit.
Sale by Landlord: In the event of a sale, conveyance or other disposition of all or any portion of Landlord's interest in
the Property at which the lease is made, Landlord shall remain responsible to pay C &W the commissions due and /or
which may become due hereunder, unless Landlord shall obtain from the grantee of its interest and deliver to C &W an
agreement, in form and substance and from a party acceptable to C &W, whereby the grantee assumes Landlord's
commission obligations hereunder.
General: The term "lease" as used herein shall also be deemed to mean "sublease" and the terms "Landlord" and
"Tenant" shall also be deemed to mean "Sublandlord" and "Subtenant ", as the case may be, and, together with the terms
"Purchaser" and "Seller ", shall be deemed to include any subsidiaries, affiliates, successors and nominees of any of
same.
F.' U$E$ autWnuoMan 200510805 8C"EOULE OF COMMISSIONS 3250 E. Washington EM. 03.22.05).0oc
Exhibit A
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Page 2
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of California, Inc. ( "C &W ") as its sole agent and grants to
C &W the exclusive right to sell or lease the real property located at 2301 E. Vemon Avenue (see Exhibit A) , Vernon,
California (the. "Property").
1) TERM: The term of this Agreement begins on September 20, 2005 and will end at midnight six (6) months from
Owner's signature below.
2) C &W S SERVICES: C &W will enlist the efforts of its firm to secure a satisfactory purchaser(s) and/or tenant(s)
for the Property, and if C &W deems it necessary, C&W will also solicit the cooperation of other licensed real
estate brokers. C &W will negotiate the terms of any sale or lease on behalf of Owner and in Owner's interest.
3) OWNER REFERRALS: Owner will refer to C &W all inquiries and offerings received by Owner regarding 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.
ADVERTISING: Owner authorizes C &W to advertise and to place signage on the Property. All advertising,
publicity releases, marketing brochures, signs, and other marketing materials shall be subject to Owner's
approval, which may be withheld in Owner's sole discretion.
COMMISSION: If, during the term hereof, Owner sells or leases any interest in the Property, Owner will pay to
C &W a commission in accordance with the attached Schedule of Commissions. Within 15 days after the end of
the term, C &W will provide to Owner a list of prospective purchaser(s) or tenant(s) to whom the Property was
submitted (by C &W, Owner or any third party) during the term. If a prospective purchaser or tenant, appearing
on said list, enters into a purchase contract, lease or option within 180 days after the end of the term, and the
purchase thereafter closes or lease is executed, Owner will pay a commission to C &W as provided above.
Owner agrees that such 180 -day period will be extended for so long as negotiations with a prospective
purchaser or tenant are continuing.
OUTSIDE BROKERS: If C &W recognizes an outside broker representing the purchaser or tenant in a
transaction for which a commission is payable hereunder, C &W will request such broker to agree to accept an
equitable portion (but not more than half) of the commission as its compensation. If such broker so agrees,
Owner will pay to C&W the commission provided for herein, out of which C &W will pay to such broker its agreed
share and retain the balance as C&W s compensation. If such broker does not so agree, then negotiations will
be suspended until such agreement is obtained. C &W will not be liable for failure to obtain such agreement.
7) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement tums into any other
transaction, including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, or
ground lease, then C&W will automatically, without the necessity of any further acts by Owner or C &W or an
amendment to this Agreement, be Owner's sole and exclusive agent for such transaction and will be entitled to
a commission on such transaction under the terms of this Agreement. If the commission computation is not
addressed in the attached Schedule of Commissions, then the Owner shall pay to C &W a market rate
commission as dictated by local custom.
PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
substances, or defective conditions, at the Property except as Owner has informed C &W in writing. Owner
authorizes C&W to transmit such information to prospective purchasers or tenants. With respect to sale of the
Property only, Owner and C &W each acknowledge that they are required to make certain "natural hazard
disclosures" to prospective purchasers prior to closing. Owner and C&W each hereby represent that they have
no actual knowledge that the Property is located within a special flood hazard area, a potential flood (dam
failure) inundation area, a very high fire hazard severity zone, a wildland fire zone, an earthquake fault zone or a
seismic hazard zone, except as Owner has informed C&W or C &W has informed Owner in writing. Owner
agrees, at its sole cost and expense, to retain the services of a third party professional consultant to determine
whether, based on available mapping, disclosure is required, who will issue a report with respect thereto, which
report will be delivered to the prospective purchaser. Owner hereby agrees to indemnify, defend and hold C &W
harmless of and from any and all claims from prospective purchasers of the Property arising from any error or
omission in such reports or arising from any disclosure obligation or Owner.
OTHER CLIENTS: Owner acknowledges that C&W may represent potential purchasers or tenants and
consents to such dual representation.
01ELASL
FEBRUARY 1989
7
I;useie/aWB+M�xN�115NE LISTING AGAR 2301 E Veman Ave. 18.22.051
10) FEES AND EXPENSES: If either party institutes legal action to enforce its rights under this Agreement, the
prevailing 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 date until paid at the legal rate of
interest.
11) AUTHORITY: Owner represents that it is the owner of the Property and/or has the full right, power and authority
to execute this Agreement and to consummate a transaction as provided herein, and to perform Owner's
obligations hereunder. The individuals signing this Agreement represent that they are authorized signatories.
12) PROFESSIONAL ADVICE: C&W recommends that Owner obtain legal, tax or other professional advice
relating to this Agreement and the proposed sale or lease of the Property as well as the condition and/or legality
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. C &W will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner and C &W. Owner further
agrees that in determining the financial soundness of any prospective purchaser or tenant, Owner will rely solely
upon Owner's own investigation and evaluation, notwithstanding C &W s assistance in gathering any financial
information.
13) NON - DISCRIMINATION: It is unlawful for either Owner or C&W to discriminate against any persons because
of their race, color, religion, national origin, sex, disability or family status.
14) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns.
The terms "Owner," "Purchaser" and "Tenant" include affiliates, successors, assigns and nominees.
15) PUBLICITY: Owner hereby consents to C &W's publicizing its role in any transaction entered into, subject to
Owner's reasonable editorial approval of such publicity.
16) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
17) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Owner and C &W and
supersedes all prior discussions. No modification of this Agreement will be effective unless made in writing and
signed by both Owner and C &W. Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
CITY OF VERNON ( "OWNER ")
By:
Print Name:
Title:
Address:: 4305 Santa Fe Avenue
Leonis C. Malburg
Manor
Date:
ATTEST:
By:
Vernon, CA 90058
Print Name: INVIR0iMMNIOUI
Title: Acting City Clerk
APPROVED AS TO FOR
By:
Print Name: Eric T. Fresch
Title:
CUSHMAN & W A IEL,D OF CALIFORNIA, INC.
) (
Cacti
G,A4,$41
By:
Print Name:
Title:
Address:: 601 S. Figueroa Street, Ste. 4700
Los Angeles, CA 90017
Date: R/ r'
ruce V. Malkenhorst Jr.
City Attomev
01ELASL
FEBRUARY 1990
2
LISTING AGMT 2301 E. Vernon Ave. (8.22.05)
A. SALES
5% of the total sales price. Should a member of the Marketing Team (John McMilan, Jeff Sanita, Mark
Lombardo) also represent the Buyer, said commission shall be reduced to 4% of the total sales price.
Time of Payment: The commission shall be paid in full at the time of the closing or transfer of title to the
property, except in the case of an installment purchase contract, in which case the commission shall be paid in
full at the time of the execution and delivery of the installment purchase contract between Seller and Purchaser.
Computation of Sales Price: The commission shall be computed in accordance with the above rates based
upon the total sales price, which shall include any mortgages, loans or other obligations of Seller which may be
assumed by Purchaser or which Purchaser 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 Purchaser as part of the overall sales of the real property, and the current market value of
any other real or personal property transferred from Purchaser to Seller.
Purchase Option: If Seller grants a purchase option, C &W will be paid a commission at the above rate if 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).
Deposit: In the event title does not close and the deposit is retained by Seller, the commission to be paid C &W
shall be either 1/2 of the amount of the deposit, or the regular commission computed as set forth above,
whichever is less.
Joint Venture: If a joint venture is effected in lieu of a sale, a commission computed in accordance with the
above rates shall be paid on the value of the property as determined for purposes of the joint venture
agreement, and the percentage interest thereof which is being conveyed to the joint venture, or the joint
ventures as the case may be. The commission shall be paid upon execution and delivery of the instrument of
conveyance, or establishment of the entitlement of ownership.
B. LEASES
GROSS LEASE
7% of the rent for the first year;
6% of the rent for the second year;
5% of the rent for the third year;
4% of the rent for the fourth year;
4% of the rent for the fifth year;
3% of the rent for the next five years;
2% of the rent for the balance of the term
NET LEASE
7% of the rent for the first year;
7% of the rent for the second year;
6% of the rent for the third year;
5% of the rent for the fourth year;
5% of the rent for the fifth year;
4% of the rent for the next five years;
3% of the rent for the balance of the term
Ground Leases:
The commission rates above shall also apply to a ground lease, however, the maximum lease term for which a
commission will be paid shall be fifty (50) years.
Month -to -Month Transactions:
The commission for a month -to -month tenancy is one month's rental. In the event a month -to -month Tenant
subsequently executes a lease, either direct with Landlord or through C &W, within 24 months from the date
of occupancy by the month -to -month Tenant, then C &W shall receive a leasing commission in accordance
with the provisions of this schedule. Said schedule shall be applied retroactively to include the complete
month -to -month term. The initial month -to -month commission already paid by Landlord, shall be deducted
from the total leasing commission due to C &W.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a lease contains an option or other right to renew or extend the term or to lease
additional space, and if the lease is renewed or extended or if a Tenant leases additional space, whether or not strictly
pursuant to the option or right contained in the lease, Landlord shall pay to C &W, at the time of the renewal, extension or
lease of additional space, an additional commission based on the aggregate rental for the renewal or extension term, or
for such additional space. In the case of a renewal or extension, the commission shall be calculated at the above rates
but at the percentage level that would have applied if the renewal or extension period were in force at the time the original
lease was made.
Cancellation Clauses: C &W will be paid a commission based upon the entire lease term notwithstanding any right of
Landlord to cancel the lease. If Tenant has a right to cancel the lease after the term has commenced (and for reasons
unrelated to casualty, condemnation, default and the like), the commission will initially be based upon the rental for the
non - cancellable portion of the lease term plus the amount of any cancellation payment payable by Tenant; if such right is
not thereafter exercised, Landlord will promptly pay C &W the balance of the commission. A lease will be deemed
canceled only if Tenant vacates the premises. If a lease is terminated or amended and Tenant remains under a new or
different arrangement, C &W shall be paid the balance of its commission. If a cancellation payment includes the
unamortized commission, then C &W will be paid a full commission as if no right of cancellation existed.
F;WS., of Yn"nik> rnZO6108.pp18CHEDN.E OF COMMISSIONS 2301 E. Von» Ave. (8.22.05> 000
amputation of Commissions: Commissions shall be computed in accordance with the above rates based upon the
aggregate rental set forth in the lease, including rental attributable to rent increases (but not tax or operating expense
escalation's) and to additional space required to be leased by Tenant. If a rental concession is made by Landlord
allowing Tenant not to pay rent for the initial months of the lease term, then the commission shall be calculated on the
average rental for the entire term with the first year being deemed to commence on the first day of the lease term whether
or not rent is payable. If rental concessions are granted in lieu of Landlord performing construction or alteration work and
with respect to any other allowances or concessions granted to Tenant whether in the form of a credit against rent,
construction, decoration or otherwise, there shall be no deduction from the aggregate rent set forth in the lease.
Percentage Leases: If there is a minimum rent, then the commission shall initially be computed and paid based on the
aggregate minimum rent set forth in the lease. If there is no minimum rent, the commission shall initially be computed
and paid as if the lease contained a minimum rent equal to 1/2 of the Landlord's asking price. In both of the above cases,
thereafter, as and when percentage rental shall become payable to Landlord, C &W shall be deemed to have eamed a
commission thereon calculated as if the percentage rental had been known at the commencement of the lease term.
Such additional commissions shall be paid to C &W at the end of each year during the lease term for which percentage
rent is payable. Gross receipts reports are due 60 days after the end of the lease year and the additional fee is due within
30 days after billing.
Time of Payment: Commissions on leases shall be paid in full on the execution and delivery of the lease between
Landlord and Tenant.
Purchase Oation: If the lease contains an option or right to purchase, and if Tenant purchases the property during the
term of the lease, whether or not strictly pursuant to the option or right, Landlord will pay to C &W, upon closing of the
transaction, a sales commission as provided in Section A of this Schedule. If the sale occurs during a period of the lease
term for which C &W has been paid a leasing commission, the portion of C&Ws share of the leasing commission
attributable to the unexpired portion of the term will be credited against the sales commission. C &W will not be required
to make a refund should the sales commission be less than the amount of the credit.
Sale by Landlord: In the event of a sale, conveyance or other disposition of all or any portion of Landlord's interest in
the Property at which the lease is made, Landlord shall remain responsible to pay C &W the commissions due and /or
which may become due hereunder, unless Landlord shall obtain from the grantee of its interest and deliver to C &W an
agreement, in form and substance and from a party acceptable to C &W, whereby the grantee assumes Landlord's
commission obligations hereunder.
General: The term "lease" as used herein shall also be deemed to mean "sublease" and the terms "Landlord" and
"Tenant" shall also be deemed to mean "Sublandlord" and "Subtenant ", as the case may be, and, together with the terms
"Purchaser" and "Seller", shall be deemed to include any subsidiaries, affiliates, successors and nominees of any of
same.
F:U"eMaulyl ndnlllan12W310&OSISCHEWLE OF COMMISSIONS 2301 E. Vomit Avw (022.O5).0a
Andes, CA 2004- 2005.6302 -017 -902, Sheet 1 of 1
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