Resolution No. 9368rM
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RESOLUTION NO. 9368
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
COMMISSION AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
FOR SALE/PURCHASE TRANSACTIONS
WHEREAS, the City of Vernon is interested in acquiring
property located at 2200 E. 55th Street and 2001 E. 57th Street
(collectively, the "Property") owned by Smurfit -Stone Container Corp.
and is in need of obtaining expert industrial real estate advice and
assistance concerning the acquisition of the Property; and
WHEREAS, Cushman & Wakefield of California, Inc. ("Cushman")
is an experienced industrial real estate brokerage firm; and
WHEREAS, the City of Vernon desires to retain the services
of Cushman to act as the City's broker in connection with the purchase
of the Property under the terms and conditions of a Commission
Agreement Sale/Purchase Transaction (the "Commission Agreement"); 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'an agreement with Cushman.
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
land correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Commission Agreement with Cushman & Wakefield of
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California, Inc., in substantially the same form as the copy which is
attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Commission
Agreement for, and on behalf of, the City of Vernon and the City Clerk
is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
Ilcounsel, to the Commission Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send two executed
Commission Agreements to:
Cushman & Wakefield of California, Inc.
Attn. John McMillan, Executive Director
601 S. Figueroa St., 47th Floor
Los Angeles, CA 90017
SECTION 6: 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 6th day of August, 2007.
AT EST:
MANUELA GIRON, %Ci y Clerk
Name: Leo is C. Malburg
Title: Mayor
- 2 -
1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9368, was
6 duly adopted by the City Council of the City of Vernon at regular
7 meeting of the City Council duly held on Monday, August 6, 2007, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GIR N City Clerk
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13 ( SEAL)
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3 -
EXHIBIT
VA&
COMMISSION AGREEMENT
SALE/PURCHASE TRANSACTION
The undersigned Buyer and Cushman & Wakefield of California, Inc. ("C&W') agree that in the event of the consummation of a
purchase/sale and the transfer of title, of the approximately 11.08 acre Smurfit -Stone Container Corp. property located at 2200 E.
55' Street 2001E 57 h Street (see attached Exhibit A) in the City of Vernon, State of California _(the "Property") between City of
Vernon as Buyer and Smurfit -Stone Container Corp. as Seller, Buyer will pay to C&W a brokerage commission as follows:
1) COMMISSION: If the Buyer and Seller execute a sale of all or any portion of the Property, Buyer will pay to C&W a
commission equal to 2% of the Total Purchase Price. Said commission shall be deposited with Escrow Holder, and
shall be due and payable upon the transfer of title to Buyer.
The commission shall be computed in accordance with the above rates based upon the "Total Purchase Price", which
shall include any mortgages, loans or other obligations of Seller which may be assumed by Buyer or which Buyer takes
title "subject to," any purchase money loans or mortgages taken back by Seller, the sales price of any fixtures or other
personal property sold by separate agreement between Seller and Buyer as part of the overall sales of the real
property, and the current market value of any other real or personal property transferred from Buyer to Seller.
If Seller grants a purchase option, C&W will be paid a commission at the above rate as and when amounts are payable
for the option (and for extensions thereof). Upon closing of the sale, C&W will be paid a commission at the above rate
on the total sales price (excluding any amount paid for the option and applied to the sales price).
2) FEES & EXPENSES: If either party institutes 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.
3) AUTHORITY: Buyer represents that it has the full right, power and authority to execute this Agreement and to
consummate a transaction as provided herein, and to perform Buyer's obligations hereunder. The individuals signing
this Agreement represent that they are authorized signatories.
4) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement turns into any other transaction,
including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, ground lease or lease,
then C&W will automatically, without the necessity of any further acts by Buyer or C&W or an amendment to this
Agreement, be entitled to a commission on such transaction under the terms of this Agreement, and Buyer shall pay to
C&W a market rate commission as dictated by local custom.
5) PROFESSIONAL ADVICE: C&W recommends that the Buyer obtain legal, tax or other professional advice relating to
this Agreement and the proposed purchase of the Property, including, but not limited to, the Property's improvements,
equipment, soil, tenancies, title, environmental aspects and compliance with the Americans With Disabilities Act. Buyer
will rely solely upon Buyer's own investigation and evaluation of the Property.
6) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns. The
terms "Seller" and "Buyer" includes parents, subsidiaries, affiliates, successors, assigns and nominees.
7) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be considered one
and the same agreement.
8) C&W SERVICES: C&W shall act as Buyer's sole and exclusive broker in connection with Buyer's purchase of the
Property. Buyer will refer to C&W all inquiries and offerings received by Buyer regarding the purchase of the Property,
and all negotiations will be conducted solely by C&W or under C&W's direction, subject to Buyer's review and final
approval.
9) PROPERTY INFORMATION: Buyer acknowledges that C&W is not responsible to determine whether toxic or
hazardous wastes or substances or other undesirable materials are present, or whether defective conditions exist, at
the property which ultimately may be leased/purchased. Buyer acknowledges that it is solely Buyer's responsibility to
conduct investigations to determine the presence of such materials.
11CAS
FEBRUARY 1999
1
10) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Buyer and C&W and supersedes all
prior discussions. No modifications of this Agreement will be effective unless made in writing and signed by both Buyer
and C&W. Buyer acknowledges receipt of a copy of this Agreement.
CITY OF VERNON
By:
Print Name:
Title:
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Date:
ATTEST:
MANUELA GIRON, City Clerk
APRROVED AS TO FORM:
JEFF A. HARRISON, City Attorney
CUSHMAN & WAKEFIELD OF CALIFORNIA. INC.
By:
Print Name:
Title:
Address: 601 S. Figueroa St., Suite 4700
Los Angeles, CA 90017
Date:
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John McMillan
Executive Director
August 27, 2007
Nelly Giron
City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
45
ioll1 .4 CUSHMAN &
rt� WAKEFIELD@
Cushman & Wakefield of
California, Inc.
601 S. Figueroa Street
47th Floor
Los Angeles, CA 90017-5752
(213) 955 5100Tel
(213) 955 6494 Direct
(213) 955 5114 Fax
john.mcmillan@cushwake.com
Re: Commission Agreement for the Property Located at 2200 E. 55"i Street and 2001 E. 57th Street
City of Vernon
Resolution No. 9368
Agreement File No. 07-074
Dear Nelly:
Per your letter dated August 20, 2007, please find one (1) fully executed original Commission Agreement for the above
referenced property.
Should you have any questions, please feel free to contact me.
Sincerely,
CU MAN & WAKFFIELD OF CALIFORNIA, INC.
• I �
o} n McMillan
Executive Director
JWM/WW
Cc: J. Sanita
T. Wallace
C. Zimmer
Enclosure
ArgegtEsA1+Fk1ati.WFArd�zOb7�&Igietrrt�A�y$�a7,ilo�n�tkt.ah�rta'Isdelagd7iorv�iril®as�iQldaa Czech Republic • Denmark • England • Finland • France • Germany • Greece
Hong Kong • Hungary • India • Ireland • Israel • Italy • Japan • Korea • Kuwait • Latvia • Lebanon • Lithuania • Luxembourg • Malaysia • Mexico -The Netherlands • New Zealand • Northern
Ireland • Norway • Poland • Portugal • Romania • Russia • Scotland • Singapore • Slovakia • South Africa • Spain • Sweden • Switzerland -Thailand -Turkey • United Arab Emirates • United States
COMMISSION AGREEMENT
SALE/PURCHASE TRANSACTION
The undersigned Buyer and Cushman & Wakefield of California, Inc. ("C&W") agree that in the event of the consummation of a
purchase/sale and the transfer of title, of the approximately 11.08 acre Smurfit -Stone Container Corp. property located at 2200 E.
55th Street 2001 E. 57th Street (see attached Exhibit A) in the City of Vernon, State of California (the "Property") between Ci of
Vernon as Buyer and Smurfit -Stone Container Corp. as Seller, Buyer will pay to C&W a brokerage commission as follows:
1) COMMISSION: If the Buyer and Seller execute a sale of all or any portion of the Property, Buyer will pay to C&W a
commission equal to 2% of the Total Purchase Price. Said commission shall be deposited with Escrow Holder, and
shall be due and payable upon the transfer of title to Buyer.
The commission shall be computed in accordance with the above rates based upon the "Total Purchase Price", which
shall include any mortgages, loans or other obligations of Seller which may be assumed by Buyer or which Buyer takes
title "subject to," any purchase money loans or mortgages taken back by Seller, the sales price of any fixtures or other
personal property sold by separate agreement between Seller and Buyer as part of the overall sales of the real
property, and the current market value of any other real or personal property transferred from Buyer to Seller.
If Seller grants a purchase option, C&W will be paid a commission at the above rate as and when amounts are payable
for the option (and for extensions thereof). Upon closing of the sale, C&W will be paid a commission at the above rate
on the total sales price (excluding any amount paid for the option and applied to the sales price).
2) FEES & EXPENSES: If either party institutes 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.
3) AUTHORITY: Buyer represents that it has the full right, power and authority to execute this Agreement and to
consummate a transaction as provided herein, and to perform Buyer's obligations hereunder. The individuals signing
this Agreement represent that they are authorized signatories.
4) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement turns into any other transaction,
including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, ground lease or lease,
then C&W will automatically, without the necessity of any further acts by Buyer or C&W or an amendment to this
Agreement, be entitled to a commission on such transaction under the terms of this Agreement, and Buyer shall pay to
C&W a market rate commission as dictated by local custom.
5) PROFESSIONAL ADVICE: C&W recommends that the Buyer obtain legal, tax or other professional advice relating to
this Agreement and the proposed purchase of the Property, including, but not limited to, the Property's improvements,
equipment, soil, tenancies, title, environmental aspects and compliance with the Americans With Disabilities Act. Buyer
will rely solely upon Buyer's own investigation and evaluation of the Property.
6) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns. The
terms "Seller" and "Buyer" includes parents, subsidiaries, affiliates, successors, assigns and nominees.
7) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be considered one
and the same agreement.
8) C&W SERVICES: C&W shall act as Buyer's sole and exclusive broker in connection with Buyer's purchase of the
Property. Buyer will refer to C&W all inquiries and offerings received by Buyer regarding the purchase of the Property,
and all negotiations will be conducted solely by C&W or under C&W's direction, subject to Buyer's review and final
approval.
9) PROPERTY INFORMATION: Buyer acknowledges that C&W is not responsible to determine whether toxic or
hazardous wastes or substances or other undesirable materials are present, or whether defective conditions exist, at
the property which ultimately may be leased/purchased. Buyer acknowledges that it is solely Buyer's responsibility to
conduct investigations to determine the presence of such materials.
11 CAS
FEBRUARY1999
1
10) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Buyer and C&W and supersedes all
prior discussions. No modifications of this Agreement will be effective unless made in writing and signed by both Buyer
and C&W. Buyer acknowledges receipt of a copy of this Agreement.
CITY OF VERNON
By: 5
Print Name: Leonis C. Malburg
-22&
Title: lJllrr'
Address: 4305 Santa Fe Avenue
Vernon, CAA 900558
Date: 6/f ,=-�r o 7
ATTEST
MANU GIRON, i _-y C erk
FORM:
, City Attorney
CUSHMAN & WAKEFIELD OF CALIFORNIA. INC.
h
By:
Print Name: NAIA
Title:C • ��ClY1Gtt1G1 i��� (Tt�`�
Address: 601 S. Figueroa St., Suite 4700
Los Angeles, C—A1 90017
Date:
Flsmfl Ymm Um s memifi,W NSWal l CAS CIy Ui Va nW E.5S' Sues. 2WI E Sr Sven. V- W.16.W.due
11CAS
FEBRUARY 1999
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COMMISSION AGREEMENT
SALE/PURCHASE TRANSACTION
The undersigned Buyer and Cushman & Wakefield of California, Inc. ("C&W") agree that in the event of the consummation of a
purchase/sale and the transfer of title, of the approximately 11.08 acre Smurfit -Stone Container Corp, property located at 2200 E.
551h Street 2001E 571h Street (see attached Exhibit A) in the City of Vernon, State of California (the "Property") between City of
Vernon as Buyer and Smurfit -Stone Container Corp. as Seller, Buyer will pay to C&W a brokerage commission as follows:
1) COMMISSION: If the Buyer and Seller execute a sale of all or any portion of the Property, Buyer will pay to C&W a
commission equal to 2% of the Total Purchase Price. Said commission shall be deposited with Escrow Holder, and
shall be due and payable upon the transfer of title to Buyer.
The commission shall be computed in accordance with the above rates based upon the "Total Purchase Price", which
shall include any mortgages, loans or other obligations of Seller which may be assumed by Buyer or which Buyer takes
title "subject to," any purchase money loans or mortgages taken back by Seller, the sales price of any fixtures or other
personal property sold by separate agreement between Seller and Buyer as part of the overall sales of the real
property, and the current market value of any other real or personal property transferred from Buyer to Seller.
If Seller grants a purchase option, C&W will be paid a commission at the above rate as and when amounts are payable
for the option (and for extensions thereof). Upon closing of the sale, C&W will be paid a commission at the above rate
on the total sales price (excluding any amount paid for the option and applied to the sales price).
2) FEES & EXPENSES: If either party institutes 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.
3) AUTHORITY: Buyer represents that it has the full right, power and authority to execute this Agreement and to
consummate a transaction as provided herein, and to perform Buyer's obligations hereunder. The individuals signing
this Agreement represent that they are authorized signatories.
4) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement turns into any other transaction,
including, but not limited to, an exchange, build to suit, option to purchase, right of first refusal, ground lease or lease,
then C&W will automatically, without the necessity of any further acts by Buyer or C&W or an amendment to this
Agreement, be entitled to a commission on such transaction under the terms of this Agreement, and Buyer shall pay to
C&W a market rate commission as dictated by local custom.
5) PROFESSIONAL ADVICE: C&W recommends that the Buyer obtain legal, tax or other professional advice relating to
this Agreement and the proposed purchase of the Property, including, but not limited to, the Property's improvements,
equipment, soil, tenancies, title, environmental aspects and compliance with the Americans With Disabilities Act. Buyer
will rely solely upon Buyer's own investigation and evaluation of the Property.
6) SURVIVAL: This Agreement is binding upon the parties hereto and their respective successors and assigns. The
terms "Seller" and "Buyer" includes parents, subsidiaries, affiliates, successors, assigns and nominees.
7) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be considered one
and the same agreement.
8) C&W SERVICES: C&W shall act as Buyer's sole and exclusive broker in connection with Buyer's purchase of the
Property. Buyer will refer to C&W all inquiries and offerings received by Buyer regarding the purchase of the Property,
and all negotiations will be conducted solely by C&W or under C&W's direction, subject to Buyer's review and final
approval.
9) PROPERTY INFORMATION: Buyer acknowledges that C&W is not responsible to determine whether toxic or
hazardous wastes or substances or other undesirable materials are present, or whether defective conditions exist, at
the property which ultimately may be leased/purchased. Buyer acknowledges that it is solely Buyer's responsibility to
conduct investigations to determine the presence of such materials.
11CAS
FEBRUARY 1999
1
ire
reement between
r and C&W and supersedes all
10) ENTIRE AGREEMENT: This Agreementothis constitutes the ll be effective unless made in writ writing and signed by both Buyer
prior discussions. No modifications p g of this Agreement.
eern
and C&W. Buyer acknowledges receipt of a copy
CITY OF VERNON
By:
- CAL �M�alb�urg
eonis C.
Print Name:
Title:
d -
Address:
4305 Santa Fe Avenue
Vernon CA 90058
Date:
ATTEST
MANU GIRON , -fir C erk
APRROVED ANITO FORM:
, City Attorney
CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
By:
Print Name:
Title:
Address: 601 S. Fiaueroa St Suite 4700
Los Anaeles CA 90017
Date:
r:��nw��mawn..eaw..�lr�aomisoc•.niciscwaV. 220e.59,Vc moiLsrs. vm 07.16.07.mc
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4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 20, 2007
Cushman & Wakefield of California, Inc.
Attn: John McMillan, Executive Director
601 S. Figueroa St., 47th Floor
Los Angeles, CA 90017
Re: Commission Agreement for Property Located at 2200 E. 55th Street
and 2001 E. 57th Street in the City of Vernon
Dear Mr. McMillan:
Transmitted herewith, for execution, are three original Commission
Agreements, signed by City Officials, which were approved by the
Vernon City Council on August 6, 2007, through Resolution No. 9368.
Please return one fully executed original Commission Agreement to the
undersigned.
If you have any questions regarding this matter, please call Mr. Jeff
Harrison, at (323) 583-8811 ext. 173.
---'Very truly yours,
Nk1Gn
City Clerk
NG:dr
c: Resolution No. 9368
Agreement File No. 07-074