Resolution No. 2010-010RESOLUTION NO. 2010-10
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
LEASE PROPERTY LOCATED AT 5119 DISTRICT BOULEVARD,
5201 DISTRICT BOULEVARD AND 4601 E. 52ND DRIVE
WHEREAS, the City of Vernon (the "City") is interested in
selling or leasing the property located at 5119 District Boulevard,
5201 District Boulevard and 4601 E. 52nd Drive, consisting of Assessor
Parcel Numbers 6314-003-900, 6314-001-900, 6314-001-901, 6314-001-902,
6314-001-903, and 6314-002-900 (collectively, the "Property") owned by
the City and is in need of obtaining professional industrial real
estate advice and assistance concerning the sale or lease 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 sale or
lease of the Property under the terms and conditions of an exclusive
listing agreement for the sale or lease transaction and an agreement
setting forth the schedule of commissions for the sale or lease of the
Property (collectively, the "Agreements"); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) and
(b)(7) 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 professional 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
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 Agreements, 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., Suite 4700
Los Angeles, CA 90017
- 2 -
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
her certification to be entered in the Book of Resolutions of, the
Council of this City.
APPROVED AND ADOPTED this 11th day of January, 2010.
ATTEST:
AANUELA GIRON, dity Clerk
Name: Hilario Gonzales
Title: Mayor / 1I�®Tye
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 2010-10,
was duly passed, approved and adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on Monday,
January 11, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this -A day of January, 2010, at Vernon, California.
(SEAL)
&U=E—LA GIRON, City Clerk
- 4 -
EXHIBIT A
EXCLUSIVE LISTING AGREEMENT
SALE OR LEASE TRANSACTION
The undersigned Owner hereby appoints Cushman & Wakefield of California, Inc. ("CUV') as its sole agent and
grants to C&W the exclusive right to sell or lease the real property located at APN#: 6314-003-900: 6314-001-900:
6314-001-901: 6314-001-902: 6314-001-903: 6314-002-900. (see Exhibits A, B, & C),. 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 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 beextended 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 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 hereby agrees to indemnify,
G:/gmfileyM/cMillen Sllore/MoMillnn/02007EKelueivea/GA3L-5117,5201,5241 Di,16,1 Olvd. & 4G01 G. 52" SI. Venwn 12.29.09.doo
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 G&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: CM 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 G&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 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
CM 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.
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 supercedes 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 & WAKEFIELD OF CALIFORNIA, INC.
By: By:
Print Name: Hilario Gonzales Print Name: Dwight Hotchkiss
Title: Mayor Title: Senior Managinq Director
Address:: 4305 Santa Fe Avenue Address:: 601 S. Figueroa Street, Suite 4700
Vernon. CA 90068 Los Angeles CA 90017
Date: Date:
G:/gTfilas/McMillen Slurp/McMiIloN02009/Exoluxives/GASL-5119,5201,52AI Dimd.I Blvd. & 4G01 E. 52n' Si. Vernon 12.28.09.dou
ATTEST:
By:
Print Name:
Title: City Clerk
APPROVED AS TO FORM:
By:
Print Name:
Title: City Attorney
O:l9mlil—M661J.n Slmm/McMillen/02009/Bxolusi—/EASL-5119,5201.5241 DhI im Blvd. & 4601 B. 5r' Sl, Va on MAMA-
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SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: APN#• 6314-003-900. 6314-001-900, 6314-001-901; 6314-001-902; 6314-001-903: 6314-002-900.
(see Exhibits A, B, & C), Vernon. California 90058
A.
B
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 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 '/2 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.
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.
G:/gmrdex/M.Mi11.. ShureMloMilleiJ02007/Hxolusives/GASL-5119,5201,5241 Diwia Blvd. & 4G01 H. 52i° SI. V— 12.25.09.doc
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 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 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.
&1gm11le%/MvNfillon Shoio/McMillan/02009/C,%,Imivcr/GASL-5119,5201,5241 Dixlricl Blvd & 4601 B. 52" St. Vo 12.29.09.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:
CITY OF VERNON
By:
Print Name: Hilario Gonzales
Date:
AGENT:
CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.
By:
Print Name: Dwight Hotchkiss
Date:
GlgrpBl-M.Millen Sh"re/MoMi11nd02009/E..I.iv.v/L+ASL-5119,5201,5241 bislriw Blvd. &460I E. 52"SL V.... 12.28.09.dac
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 13, 2010
Cushman & Wakefield of California, Inc.
Attn: Dwight Hotchkiss, Senior Managing Director
601 S. Figueroa St., Suite 4700
Los Angeles, CA 90017
Re: Exclusive Listing Agreement for Properties Located at 5119
District Boulevard, 5201 District Boulevard, and 4601 E. 52nd
Drive
Dear Mr. Hotchkiss:
Transmitted herewith, for execution, are two partially executed
original Exclusive Listing Agreements, signed by city officials,
which were approved by the Vernon City Council on January 11,
2010, through Resolution No. 2010-10.
Please return one fully executed original Exclusive Listing
Agreement to the undersigned.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
lNel y Gir n
City Clerk
NG:dj
c: Donal O'Callaghan
Resolution No. 2010-10
Agreement File No. 10-007
EiCcfusivefy In"str'iaf
John McMillan
Executive Director
January 22, 2010
Donal O'Callaghan
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: 5201 District Boulevard & 4601 E. 52" d Drive, City of Vernon
Listing Agreement
Dear Donal:
111111k CUSHMAN&
WAKEFIELDe
Cushman & Wakefield of
California, Inc.
601 S. Figueroa Street
47th Floor
Los Angeles, CA 90017-5752
(213) 955 5 100 Tel
(213) 955 6494 Direct
(213) 947 1772 Fax
john.mcmillan@cushwake.com
Via Hand -Delivery
Enclosed please find one (1) original fully -executed exclusive listing agreement for the above referenced property.
Once again, our team looks forward to working with the City on this assignment.
Sincerely,
WA E D OF CALIFORNIA, INC.
Ixen McMillan
cutive Director
DRE #: 01103292
213/955-6494
JWM/ww
Cc: J. Sanita (w/ Encl.)
T. Wallace (w/ Encl.)
.V "D
i
JAN 2 5 Z010
;L
G:\GRPFfLES\McMillaiiSliare\MCMILLAN\02010\01-10\22 Donal O'Callaghan - 5201 District Blvd. & 4601 F. 52nd Dr., City of Vernon 01.22.10.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 APN #: 6314-003-900 6314-001-900:
6314-001-901: 6314-001-902: 6314-001-903: 6314-002-900. (see Exhibits A. B, & C), 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&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
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&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 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.
G&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 hereby agrees to indemnify,
G7gmfl rv/MuMillec Shu,c/McMIIeJ02U09/Gxclaxives/EAS4,-S 119.5201,5241 Ui,Vwt Blvd. & 4601 G.52id SI. V--- 12.290AIoc
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, 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.
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 supercedes 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 J11
1O/WNER") CUSHMAN & WAKEFIELD OF C LI ORNIA INC.
,JV �
By: �r_.�i�'" za x- // nor By:
Print Name: Hilario Gonzales Print Name: Dwiaht Hotchkiss
Title: Mayor Title:
Address:: 4305 Santa Fe Avenue Address
Vernon CA 90058
Date: 2-,0/P Date:
Senior Manactina Director
601 S. Figueroa Street, Suite 4700
Los Angeles, CA 90017
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G./S,pliks/M.Kllw Share/MeMllen/02009/Eaclusivex/EASI: 5119,5201,5241 Dktrict Blvd, & 4601 E.52a° St. Vemo" 1218.09doc
ATTEST:
By: ,/ y
Print Name:
Title: City Clerk
APPROVED AS TO FO M:
By:
Print Name: CIUfEgcG i-I�✓
Title: Ci v Attorney
G:/8mlilcx/McMil1en ShareMlcMill,n1020091E.cl.iv.,IEAS1: 5119,5201.5241 Dislricf Elvd. &. 4601 E. 52nd SI. Vcmon 12.28.09.doc
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SCHEDULE OF COMMISSIONS
INDUSTRIAL PROPERTY
PROPERTY: APN#: 6314-003-900, 6314-001-900, 6314-001-901: 6314-001-902: 6314-001.903; 6314-002-900.
(see Exhibits A, B, & C), Vemon, California 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 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, G&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 % 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 tent 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 G&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 G&W.
C:/grplilea/MeWlan Share/MGMillaiJ02OOJ/Cxcluzf cr/FASL.5119,5201.5241 Dfi Mat Blvd, & 4601 E.52n' SI. Vemun 12181D9 &.
CONDITIONS REGARDING LEASES
Renewals: Extensions: Expansions: If a (ease 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 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 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.
Gigrr151es/McMillnn SharelMcMillur✓020091kxd i,,cs/EASI:5119,S201,5241 DiStrict B1,d_&4G0! E.52r0SI.Vemo 12.28 O9dnc
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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", shalt be deemed to include any subsidiaries, affiliates, successors and nominees of
any of same.
OWNER: AGENT:
CITY OF VERNON / CUSHMAN & W�AKEFIELD OF CALIFORNIA, INC.
Print Name: Hilario Gonzales Print Name: Dwiaht Hotchkiss
Date: Date:
ATT ST:
MANUELA GIRO , l ler
APPROV D 0 FO
RENCE S. WIENER, City Attorney
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EXHIBIT A
Los Angeles, C
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Los Angels, CA, 2009-2010 - 63t4-OM-WO
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APPROVED JAI,t 1 i`•10 CI1Y oUp.�C� .
JAN 0 7 2010
rtrnU1II U6LIXR0UMUL STAFF REPORT
CITY ADMINISTRATION OFFICE
DATE: January 7, 2010
TO: Honorable Mayor and City Council
FROM: Donal O'Callaghan, City Administrator
RE: Exclusive Listing Agreement with Cushman & Wakefield of
California, Inc., 5119 District Boulevard, 5201 District Boulevard and
4601 E. 52"d Drive, Vernon
January 11, 2010 Agenda
The City wishes to engage the services of Cushman & Wakefield of California, Inc. to
secure satisfactory sale of the properties located at 5119 District Boulevard, 5201
District Boulevard and 4601 E. 52" d Drive referenced to as Exhibit A in the attached
package.
Recommendation
Staff recommends that the agreement to the attached said property be approved by City
Council.
DO:rmt
Attachments
Listing Extension, Modification or Withdrawal
AM This form must be TYPED
MULTIPLE Listing # N/A One Listing Number per Form
Sq. Footage: 10.44 Acres
APN #: 6314-003-900; 6314-001-900; 6314-001-901; 6314-001-902;
6314-001-9036314-002-900
City; Vernon Zip: 90058
X * Expiration Date Extended to; June 30,,2011
(must be signed prior to expiration)
❑ * Extension of Expired Listing to:
(if signed more than 30 days after expiration, this listing must be submitted for publication as a new listing;
with a term of at least 90 days).
11 * Rental changed from $ /mo. to $ —/Mo.
❑ * Sales Price $ Changed to $
❑ * Withdrawal of Listing effective; (Date)
* Change in Terms and/or Availability:
* OWNER'S/(SUB) LESSOR'S AND AGENT'S SIGNATURE REQUIRED
n ** Other Changes for Publication
(Only Corrections of Address, Physical Specifications, Commission Code, etc. DO NOT enter extensions,
price changes,. off market, leased, sold or in escrow information here).
** THESE CHANGES REQUIRE AGENT'S SIGNATURE ONLY
I/We hereby authorize the above changes in ternis of the original Listing Agreement, dated. Jant. 2a 19, 2010
All other terms and conditions are to remain unchanged. Receipt of a copy of this authorization is hereby acknowledged,
ALL CHANGES ARE TO BE SUBMITTED TO THE MULTIPLE WITHIN 10 BUSINESS DAYS FROM THE FOLLOWING
DATE OF SIGNATURE:
Dated: December 09, 2010
CIISHMA & WAKEFIELEL OF CALL OXiNI INCH
Listing Firm ti " Owner/(gub) Lessor
zt A
Agent " owner/(Sub) Lessor
MOD-11 The MULTIPLE
(Rev. — 6/97) A Service of The American Industrial Real Estate Association
MCI Center * 700 South Flower Street, Suite 600, Los Angeles, California 90017
(213) 687-8777 * Fax (213) 229-8681
Listing Extension, Modification or Withdrawal
This foam must be
TYPED
MULTIPLE Ligitig # N/A One Listing Number per Form
Sq. Footage: 10.29 Acres
APN #: 6314-003-900 6314-001-900; 6314-001-901; 6314-001-902;
6314-001-903;, 6314-002-900
City: Vernon Zip: 90058
X * Expiration Date Extended to:. _ Ma 31 2012
(must be signed prior to expiration)
* Extension of Expired Listing to:
(if signed more than 30 days after expiration, this listing must be submitted for publication as a new listing,
with a term of at least 90 days).
* Rental changed from $ /mo. to $ _ /mo.
* Sales Price $ Changed to $
* Withdrawal of Listing effective: (Date)
* Change in Terms and/or Availability:
OWNER'S/(SUB) LESSOR'S AND AGENT'S SIGNATURE REQUIRED
** Other Changes for Publication
(Only Corrections of Address, Physical Specifications, Commission Code, etc. DO NOT enter extensions,
price changes, off market, leased, sold or in escrow information here).
** THESE CHANGES REQUIRE AGENT'S SIGNATURE ONLY
I/We hereby authorize the above changes in terms of the original Listing Agreement, dated January 19. 2010
All other terms and conditions are to remain unchanged. Receipt of a copy of this authorization is hereby acknowledged.
ALL CHANGES ARE TO BE SUBMITTED TO THE MULTIPLE WITHIN 10 BUSINESS DAYS FROM THE FOLLOWING
DATE OF SIGNATURE:
Dated: June 1.2011
* Ow ei9(Sub) Lessor
* Oww/(Sub) Lessor
MOD-11 The MULTIPLE
(Rev. — 6/97) A Service of The American Industrial Real Estate Association
MCI Center * 700 South Flower Street, Suite 600, Los Angeles, California 90017
(213) 687-8777 * Fax (213) 229-8681