Resolution No. 100651.
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RESOLUTION -NO. 10; 065
A RESOLUTION OF THE CITY COUNCIL OF.THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EXCLUSIVE LISTING.AGREEMENT AND SCHEDULE.OF
COMMISSIONS BY AND :BETWEEN THE. .CITY OF VERNON AND
CUSHMAN & WAKEFIELD OF CALIFORNIA, INC. TO SELL OR
TH
LEASE PROPERTY LOCATED AT 2200 E 5.5._ STREET AND
2001 E. 57TH STREET
WHEREAS, the City of Vernon is interested in selling the
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 sale of the Property; and
WHEREAS, Cushman & Wakefield of California, Tnc. ("Cushman")
is an e _ /
xperienced 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 sale of
the Property under the terms and conditions of an Exclusive Listing
Agreement Sale or Lease Transaction and Schedule of Commissions
Industrial Property (.collectively, the "Agreements"); 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 because Cushman can
provide expert industrial real estate services in an efficient and
effective manner for the City of Vernon..
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
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'finds and determines that the recitalscontained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agre.ements,'a copy of which are 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 the Agreements for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk are hereby authorized to attest thereto.
SECTION.4; The City Council of the City of Vernon. hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5; The City Council of the City of Vernon hereby
directs the City Clerk, or.her designee, to send three executed
Agreements to.;
Cushman & Wakefield of California, Inc.
Attn, Dwight Hotchkiss; Senior Managing Director
601 S. Figueroa St., 47th Floor
Los Angeles, CA 90017
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1 SECTION 6:. The City.Clerk of' the City of Vernon shall.
2 certify to the passage, approval and adoption of this resolution, and
3 the.City Clerk of the City of Vernon shall cause this resolution and
4 her certification to be entered in the Book of Resolutions of the
5 Council of this City.
6 APPROVED AND ADOPTED this 21st day of September; 2009.
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ATTEST:
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MANUFLA GIRON City Clerk
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Name: Hilario Gonzales
Title:' Mayor
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...STATE.--OFCALIFORNIA- _ .._...._) .__ __....
ss
COUNTY OF LOS ANGELES )
I, MAN.UELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No, 10,065, was
duly passed, approved and adopted by the City Council of the City of
Vernon at regular meeting of the City Council duly held on Monday,
September 21, 200.9,.and thereafter was duly signed by the.Mayor or
Mayor Pro-Tem of the City of Vernon.
Executed this day of September, 2009, at Vernon, California..
MANUELA GIRON, City Clerk
(SEAL)
- 4 -
-- 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 2200 E. 55t" Street & 2001 E. 57t'
Street (see Exhibit A), Vernon, California 90058 (the "Property").
1) TERM: The term of this Agreement begins on the date of Owner's slanature below and will end at midnight
twelve (12) months thereafter.
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, At Owner's request, C&W will assist Owner in negotiating the terms of any
sale or lease on behalf of Owner and in Owner's interest. The Property will be marketed for sale or lease
on terms and.conditions as agreed.to in writing by the Owner, and such terms and conditions will not be
modified by C&W without the prior consent of Owner,
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&W's 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
prior 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. O&W will not be liable for failure to
obtain such agreement.
7) 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, 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 actual knowledge of toxic, contaminated or
hazardous substances, or defective conditions, at the Property except as Owner has informed C&W in
writing or as disclosed in any materials provided by the Owner to C&W or a potential purchaser or tenant.
C&W shall not transmit such information or any such materials to prospective purchasers or, tenants
without prior consent of Owner. 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 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
12720-0001 \1168320v2, doc
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 of Owner.
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
rate off 0_% per annum,
11) ASSIGNMENT: C&W may not assign its rights or obligations hereunder, in whole or in part, without the
prior consent of Owner, which consent may be given dr withheldin Owner's sole and absolute discretion.
12) AUTHORITY: Owner represents that it is the owner of the Property and Owner and C&W each .represent to
the other that it has the full right, power and authority to execute this Agreement and to consummate a
transaction as provided herein, and to perform their respective obligations hereunder, The individuals
signing this Agreement on behalf of Owner and C&W represent that they are authorized signatories:
13) PROFESSIONAL ADVICE: C&W recommends that Owner obtain legal, tax or other professlonal 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.
14) 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.
15) . 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.
16) 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.
17) COUNTERPARTS: This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
18) ENTIRE AGREEMENT: This Agreement and the Schedule of Commissions attached hereto constitute 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.
19) APPLICABLE LAW: The law governing this Agreement shall be that of the State of California.
CITY OF VERNON ("OWNER") CUSHMAN & WAKEFIELD OF CALIFORNIA
INC. '
By: By: �' J
Print Name: Print Name: Dwight Hotchkiss
Title:
Address: 4305 Santa Fe Avenue
Street, Suite 4700
12720-0001\1168320v2.doc
Title: Senior Managing Director
Address: 601 S. Figueroa
E
Vernon, CA 90058 Los Angeles, CA 90017
Date: Date:
12720-0001\116832M.doc
- — ATTEST:
By:
Print Name:
Title: Actino City Clerk
APPROVED AS TO FORM:
By,
Print Name:
Title: City Attorney
12720-0001\1'168320v2.doe r
SCHEDULE OF COMMISSIONS.
INDUSTRIAL PROPERTY
PROPERTY: 2200 E. 55" Street & 2001 E. 57th Street, Vernon, CA 90058
A. SALES
5% of the total sales. price, Should a member of the Marketing Team (John McMillan, Jeff Sanita, Tim
Wallace) 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 Seiler 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
CAW shall be either '/ the amount of 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
12720-0001 \1168320v2. doc
complete month -to -month term. The initial month-to-month�com miss ion already.paid by Landlord, shall be _.
deducted from the total leasing commission due to CAW.
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 -cancelable portion of the lease term plus the amount of any cancellation payment payable by
Tenant; if such right its 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. I
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 escalations) 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: 1f 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
comssion 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.
12720-0001 \1168320v2. doc
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.
OWNER: AGENT:
CITY OF VERNON CUSHMAN & WAKEFIELD Of CALIFORNIA, INC.
By: By:
Print Name: Print me: r
Date:: Date: r
12720-0001 \1168320v2. d oc
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OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
September 23, 2009
Cushman & Wakefield of California, Inc.
Attn: Dwight Hotchkiss, Senior Managing Director
601 S. Figueroa St., 47th Floor
Los Angeles, CA 90017
Re: Listing Agreement for Property Located at 2200 E. 55th Street
and 2001 E. 57" Street in the City of Vernon
Dear Mr. Hotchkiss:
Transmitted herewith are three original Listing Agreements,
approved by the Vernon City Council on September 21, 2009,
through Resolution No. 10,065.
If you have any questions regarding this matter, please.call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
w
N Ly o
City Clerk
NG:dj
c: Resolution No. 10,065
Agreement File No. 09-117
Exc1usivei5 Industriaf
John McMillan
Executive Director
September 28, 2009
Nelly Giron
City Clerk
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
S -pr 2 9 2009
CITY CLERK'S OFFICE
1111114 CUSHMAN &
0�► 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) 947 1772 Fax
john.mcmillan@cushwake.com
Via Hand Delivery
Re: Listing Agreement for Property Located at 2200 E. 55`h Street & 2001 E. 57th Street, City of Vernon
Dear Nelly:
Enclosed herein are two (2) original fully -executed listing agreements. We were directed to return them to you by
Robin Tolmasoff. We have kept one (1) fully -executed original for our files.
Sincerely,
CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
C
ohn McMillan
Executive Director
DRE #: 01103292
213/955-6494
JWM/ek
Cc: J. Santa
T. Wallace
A. Ramsey
Enclosures
GAGRPFILES\McMillan Share\MCMILLAN\02009\09-09\28 Nelly Giron - 2200 E. 55th Street & 2001 E. 57th Street, Vernon 09.28.09.doc
Argentina • Australia • Austria • Belgium • Brazil • Bulgaria • Canada • Channel Islands • Chile • China • Colombia • Czech Republic • Denmark • Ecuador • England • Fiji • Finland • France • Germany • Greece
Hong Kong • Hungary • India • Indonesia • Ireland • Israel Italy • Japan • Lebanon • Luxembourg • Malaysia • Mexico • The Netherlands • New Zealand • Northern Ireland • Norway • Pakistan • Peru • Philippines
Poland • Portugal • Romania • Russia • Scotland • Serbia and Montenegro • Singapore • South Africa • South Korea • Spain • Sweden • Switzerland • Taiwan • Thailand • Turkey • Ukraine • United States • Venezuela
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 2200. E. 55t' Street & 2001 E. 67"
Street (see Exhibit A), Vernon. California 90058 (the "Property").
1) TERM: The term of this Agreement begins. on the date of Owner's signature below and will end at midnight
twelve (12) months thereafter.
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. At Owner's request, C&W will assist Owner in negotiating the terms of any
sale or lease on behalf of Owner and in Owner's interest. The Property will be marketed for sale or lease
on terms and conditions as agreed to in writing by the Owner, and such terms and conditions will not be
modified by C&W without the prior consent of Owner.
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&W's 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
prior 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 tenants) 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 turns 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.exc.lusive. 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 actual knowledge of toxic, contaminated or
hazardous substances, or defective conditions, at the Property except as Owner has informed C&W in
writing or as disclosed in any materials provided by the Owner to C&W or a potential purchaser or tenant.
C&W shall not transmit such information or any such materials to prospective purchasers or tenants
.without: prior consent. of Owner, 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 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
12720-0001 \1168320v2. doc
- -=.- .- -.--- 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 of Owner.
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
rate of 1.0 % per annum,
11) ASSIGNMENT: C&W may not assign its rights or obligations hereunder, in whole or in part, without the
prior consent of Owner, which consent may be given or withheld in Owner's sole and absolute discretion.
12) AUTHORITY: Owner represents that it is the owner.of the Property and Owner and C&W each represent to
the other that It has the full right, power and authority to execute this Agreement and to consummate a
transaction as provided herein, and to perform their respective obligations hereunder, The individuals
signing this Agreement on behalf of. Owner and C&W represent that they are authorized signatories,
13) .PROFESSIONAL ADVICE: C&W recommends that Owner obtain legal, tawor 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.w'ill
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. -
14) 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.
15) 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.
16) 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.
17) COUNTERPARTS: This Agreement may be executed in two or more counterparts,. all of which shall be
considered one and the same agreement.
18) ENTIRE AGREEMENT; This Agreement and the Schedule of Commissions attached hereto constitute 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 CM
19) APPLICABLE LAW: The law governing this Agreement shall be that of the State of California.
CITY :OF VERNON ("OWNER!'), CUSHMAN 4 WAKEFIELD OF. CALIFORNIA
INC.21
_
By: -�N By: \.
Hi].ario onzal`es
Print Name: Print Name: Dwight Hotchkiss -
Title:. �'�� Title: Senior Managing Director
Address: 4k6 Santa Fe Avenue Address: 601 S. Figueroa
Street, Suite 4700 .
12720-0001 \1168326v2. dog
'1�
SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: 2200 E. 66_ ' Street & 2001 E. 57'h Street, Vernon. CA 90058
A. SALES
5% of the total sales price. Should a member of the Marketing Team (John McMillan, Jeff Sanita, Tim
Wallace) 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 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.
J
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 pald 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 %:the amount of 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,
8.... LEASES
GROSS.LEASE NET LEASE
7% of the rent for the first year; 7%. of the rent for the first year;
6% of therent for the second year; 7% of the rent for the second year;
5% of the .rent. for the third year; 6% of the rent for the third. year;
.4% of the rent for the fourth.year; .5% of the rent for.the fourth year;
.4%q_of the rent for the fifth year; 50% of the rent for the fifth year;
3% of the rent for the next five years;.. 4% of the rent for the next five.years;
2% of the rent for the balance of the term 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
12720-000W 168320v2.doc
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 G&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 -cancelable 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 escalations) 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 shalt 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 cormission thereon calculated as if the percentage' rental had been known at the
commencement of the lease term. Such additional commissions shall be paid. to G&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&\N 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&VV
will not be required to make a refund should the sales commission be less than the amount of the credit.
Sale -by Landlord: In theevent 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.h.ereunder, 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.
12720-0001\1168320v2.doc
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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.
OWNER: AGENT:
CITY OF VERNON CUSHMAN & WAKEFIE D OF CALIFORNIA; INC.
24
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APPROVED SF;" 21 '09 CITY COUNCIL
Sg 1 4 1000
CITY Cow S Of f ICE STAFF REPORT
CITY ADMINISTRATION OFFICE
DATE: September 14, 2009
TO: Honorable Mayor and City Council ` p
FROM: Donal O'Callaghan
City Administrator
RE: Listing Agreement with Cushman & Wakefield of California, Inc.
2200 E 55t" Street & 2001 E. 571" Street, Vernon
September 21, 2009 Agenda
The City wishes to engage the services of Cushman & Wakefield of California, Inc. to
secure satisfactory sale of the property located at 2200 E. 55th Street and 2001 E. 57tn
Street referenced to as Exhibit A in the package otherwise known as the Smurfit Stone
property.
Eecomm.endatiQ,n
Staff recommends that the agreements to the attached said property be approved by
City Council.
DO: rmt
Attachments
John McMillan
Executive Director
August 26, 2009
Donal O'Callaghan
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: 2200 E. 55th Street & 2001 E. 57th Street, Vernon
Dear Donal:
�III�III WAK FIELD
Cushman & Wakefield of
California, Inc.
601 S. Figueroa Street
47th Floor
Los Angeles, CA 90017-5752
(213) 955 5100Tel
(213) 955 6494 Direct
(213) 947 1772 Fax
john.mcmillan@cushwake.com
Via Hand Delivery
Enclosed are four (4) original listing agreements, executed by Cushman & Wakefield senior management, for the
above -referenced property. These agreements incorporate the changes made by the City of Vernon in the red -line (and
clean) version of the agreement sent to us by Robin on August 24, 2009. If the agreements are acceptable, please sign
and date where indicated. We were not sure how many original agreements the City would need. We only need one (1)
original returned to Cushman & Wakefield.
On behalf of our team, we look forward to working with you on this assignment.
Sincerely,
1J HMAN & WAKE IELD OF CALIFORNIA, INC.
/ ge-lk'
c-
John McMillan
Executive Director
213/955-6494
JWM/ek
Cc: J. Sanita
T. Wallace
l
l AUG 2 7
G:\GRPFILES\McMillan Shue\MCMILLAN\02009N0&09\26 D—M O'Callaghan - 2200 E. 550i Street & 2001 E. 57th Street, Vem 08.26.09.d- I -^
Argentina • Australia • Austria • Belgium • Brazil • Bulgaria • Canada • Channel Islands • Chile • China • Colombia • Czech Republic • Denmark • Ecuador • England • Fiji • Finland • France • Germany • Greece
Hong Kong • Hungary • India • Indonesia • Ireland • Israel • Italy • Japan • Lebanon • Luxembourg • Malaysia • Mexico • The Netherlands • New Zealand • Northern Ireland • Norway • Pakistan • Peru • Philippines
Poland • Portugal • Romania • Russia • Scotland • Serbia and Montenegro • Singapore • South Africa • South Korea • Spain • Sweden • Switzerland • Taiwan • Thailand • Turkey • Ukraine • United States • Venezuela
Tolmasoff, Robin
From:
Gena Stinnett [gstinnett@rwglaw.com]
Sent:
Monday, September 14, 2009 6:06 PM
To:
Tolmasoff, Robin
Cc:
Laurence S. Wiener
Subject:
Smurfit Stone
This is to confirm that the City Attorney's office has reviewed as to form the Cushman &
Wakefield Exclusive Listing Agreement for the sale of the Smurfit Stone property, located
at 2200 E. 55th Street and 2001 E. 57th Street in Vernon.
Best regards,
Gena M. Stinnett
Richards Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071-3101
Voice: 213.253.0240
Facsimile: 213.626.0078
NOTICE: This communication may contain privileged or other confidential information. If
you are not the intended recipient of this communication, or an employee or agent
responsible for delivering this communication to the intended recipient, please advise the
sender by reply email and immediately delete the message and any attachments without
copying or disclosing the contents. Thank you.
1