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HomeMy WebLinkAbout13 SALES LISTING BETWEEN CBRE AND CITY OF TUSTIN FOR AREA 4 AT TUSTN LEGACY1TY O MEETING DATE TO: FROM JUNE 3, 2014 JEFFREY C. PARKER, CITY MANAGER CITY MANAGER'S OFFICE Agenda Item 13 Reviewed: City Manager Finance Director fNA SUBJECT: EXCLUSIVE SALES LISTING AGREEMENT BETWEEN CBRE, INC. AND THE CITY OF TUSTIN FOR DISPOSITION AREA 4 AT TUSTIN LEGACY. SUMMARY: The proposed agreement is an Exclusive Listing Agreement to assist the City in marketing Disposition Area 4 within the Tustin Legacy to R &D and Office Developers /Users for Build -To -Suit development of not than 50,000 square feet of gross building area. RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute the attached Listing Agreement including the Schedule of Sale Commissions. FISCAL IMPACT: No up -front costs to the City. CBRE will be compensated on a commission only basis as land is sold in accord with a commission schedule shown in the Listing Agreement. CORRELATION TO THE STRATEGIC PLAN: The proposed agreement is consistent with Goal A.1.b (Facilitate and Complete Land Transactions for Early Development Opportunities). BACKGROUND: In April 2011, the City Council adopted a revised Disposition Strategy for approximately 820 acres of undeveloped property within the Tustin Legacy Project. Under the revised Disposition Strategy, the City assumed an executive role in marketing "Disposition Packages" or parcel groupings within the Tustin Legacy Project. The revised Disposition Strategy was intended to take advantage of the success of completed development and major infrastructure investment at Legacy. City staff was directed by the Council commenced implementation of the Strategy with the following four sites: 1A (St Anton Partners), 2A (The Irvine Company), 1B (Standard Pacific) and 1C (Regency Centers). Agenda Report — CBRE Exclusive Listing Agreement June 3, 2014 Page 1 of 2 Area 4 is approximately 43 acres /gross (39.54 acres /saleable); it is bounded by Barranca Avenue on the south, the designated linear park on the west and north, and Armstrong on the east. This area is identified in the Tustin Legacy Specific Plan as a Commercial Business use (Neighborhood E) which includes research & development and professional office for the purpose of establishing an Employment Center at Tustin Legacy. In December 2013, a Workshop with the City Council was conducted to examine the remaining City -owned sites at Legacy with the assistance of the City's consultant, Placeworks (formerly The Planning Center). The land use proposed for Area 4 in the Plan update designates the land use as Commercial /Business Park with a building capacity of 508,000 square feet on the 43 acres /gross. This land use is consistent with prior land uses designated for the site and staff is supportive of this continued land use designation. To sustain development momentum and take advantage of infrastructure improvements that are currently being constructed adjacent to Area 4 (i.e., Armstrong Avenue, Barranca Parkway, and Warner Avenue), staff is recommending that marketing of this area commence in June 2014 based on market demand for R &D and Office product. Staff conducted extensive background interviews with brokerage firms and their associated brokerage teams and concluded that CBRE would give the property the greatest exposure to the market. In addition, the brokerage team assigned to marketing the site is not only familiar with Tustin Legacy but has extensive experience in Orange County. City staff will work with the CBRE team in parceling the property for developer /users of not less than 50,000 square feet of gross building area and with a readily identified tenant for not less than 50% of the planned space. CBRE's role under this agreement will be limited to marketing the property as outlined in the Strategic Marketing Plan attached to the Listing Agreement. The disposition of the City -owned properties will be consistent with other City -owned projects at Tustin Legacy, all negotiated transactions (i.e., Disposition and Development Agreements) and plans will be brought to the City Council for consideration. John Buchanan ty Director of Economic Development Exhibit 1 — Location of Property Attachment 1 — Exclusive Listing Agreement Exhibit 1 — Location of Property � ',• •� - •.I•i.J +i- �Y..:•t! '� .- •. fir• IN Ll ��• i _ No 0. pp .40 �" ... ;yam �_ � � ::., -- - ��• `'' ■ � � i"''.- fir• -.,� Attachment 1 — Exclusive Listing Agreement EXCLUSIVE INC SALES LISTING AGREEMENT CBRE CBRE BROKERAGE & MANAGEMENT 111[y11►fyl III Ili W.1 M1 F.1IW.3K/]4a11i 1. In consideration of the listing for sale of the real property hereinafter described (the "Property") by CBRE, INC. (`Broker "), and Broker's agreement to use its reasonable efforts to effect a sale of the same, the undersigned ( "Owner") hereby grants to Broker the exclusive right to sell the Property for a period commencing on June 15, 2014 and ending midnight June 15, 2015, unless extended pursuant to paragraphs 9 or 17 or earlier terminated in accordance with paragraph 13 below (the "Term "), at a price and terms acceptable to Owner. The Property is situated in the City of Tustin, the County of Orange, California, and is further described as: a portion of Tustin Legacy of approximately 43 acres for Commercial/Business Park located at Barranca Pkwy and Armstrong as shown in Exhibit A. The Property forms a portion of the 1,153 acres of land comprising a portion of WAS Tustin and sold and /or leased by the federal government (acting through the Department of the Navy) to Owner ( "Tustin Legacy "). References herein to the Property shall be understood to include portions of the Property. 2. Owner agrees to pay Broker a sales commission in accordance with Broker's Schedule of Sale Commissions (the "Schedule "), a copy of which is executed by Owner, attached hereto and hereby made a part hereof. This commission shall be earned for services rendered if, during the Term, the Property is sold to a purchaser procured by Broker, Owner or, subject to the limitations set forth in paragraph 16, anyone else. As used in this Agreement, the term "sale" or "sold" shall mean a transfer of fee title to the Property or any portion thereof to a purchaser for value and shall specifically, and without limitation, exclude the execution of an exclusive negotiation agreement, an option agreement, a disposition and development agreement, a purchase and sale agreement, a development agreement, the granting of any entitlements or approval of any license to access or use the Property. 3. Broker is authorized to cooperate and to share its commission with other licensed real estate brokers, regardless of whether said brokers represent prospective purchasers or act as Broker's subagents. Notwithstanding the foregoing, Broker acknowledges that the commission described on the Schedule is intended to include commissions payable to any purchaser's broker, and Owner shall not be liable for any commission to purchaser's broker unless agreed by Owner in its sole discretion. 4. Owner further agrees to pay Broker a commission in accordance with the Schedule if, within one hundred twenty (120) calendar days after the expiration or termination of the Term: (a) the Property is sold to a purchaser or persons or entities (including successors, assigns or affiliates) to whom the Property has been submitted by Broker and an offer made or negotiations commenced during the Term ( "Preexisting Party ") or (b) following expiration of the Term, Owner enters into a contract of sale of the Property with, or negotiations continue or resume with a Preexisting Party leading to a sale of the Property to such Preexisting Party. Broker agrees to submit a list of entities or individuals constituting Preexisting Parties no later than fifteen (15) calendar days following the expiration or termination of the Term, provided, however, that if a written offer has been submitted during the Term then it shall not be necessary to include the offerer's name on the list. Broker is authorized to continue negotiations with all Preexisting Parties for 120 days following the Term. Owner shall have the right to dispute any names included on such list within fifteen (15) calendars following its receipt of such list. In the event Owner does not dispute such list, the list shall be deemed defmitive. 5. Commissions shall be payable hereunder at the time set forth in the Schedule. 6. Unless otherwise provided herein, the terms of sale shall be, at the option of the purchaser, either cash or cash to any existing loan. Any offer may contain normal and customary contingencies such as those relating to the condition of the Property, title report, and timing of closing. Broker acknowledges that: (a) it has reviewed exclusive negotiation and disposition and development agreements entered into by City with other purchasers at Tustin Legacy, is familiar with their terms, including without limitation, requirements for payment of City costs and expenses related to negotiation, as -is conveyance, deed restrictions, requirement of no speculation in landholding, schedules of performance, reversion and repurchase and the like and understands that any conveyance of the Property will contain similar restrictions, (b) Broker will work with Owner to develop SLURS (Special Land Use Restrictions) and information regarding the general restrictions and (c) SLURS and other restrictions made applicable to the Property by Owner from time to time will be included by Broker with marketing materials distributed by Broker for the Property. 7. Owner and Broker agree that the Property will be offered in compliance with all applicable anti - discrimination laws. 8. Owner agrees to cooperate with Broker in bringing about a sale of the Property and to refer immediately to Broker all inquiries of anyone interested in the Property. Broker is authorized to accept a deposit from any prospective purchaser and to handle it in accordance with the instructions of the parties unless contrary to applicable law. Broker is exclusively authorized to advertise the Property and, exclusively, to place a sign(s) on the Property if, in Broker's opinion, such would facilitate the sale of the Property, provided that all signs shall comply with City regulations and the design criteria established by Owner from time to time for Tustin Legacy. Owner and its counsel will be responsible for determining the legal and economic sufficiency of a purchase and sale agreement and other documents relating to any transaction contemplated by this Agreement and nothing herein will restrict in any manner the right of Owner, acting in its governmental or proprietary capacity, to approve or reject the terms of any proposed transaction in its sole discretion. 9. In the event the Property is removed from the market due to the opening of an escrow or acceptance of an offer to purchase the Property during the Term, or any extension thereof, and the sale is not consummated for any reason then, in that event, the Term shall be extended for a period of time equal to the number of days that the escrow had been opened and /or the Property had been removed from the market, whichever is longer, provided that, in no event shall such extension(s) exceed ninety (90) calendar days in the aggregate. 10. Owner agrees to disclose to Broker and to prospective purchasers any and all information that is subject to the Public Records Act (codified in the California Government Code in Section 6250 et se .) which Owner has regarding present and future zoning and environmental matters affecting the Property and regarding the condition of the Property, including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks, in, on, or about the Property as well as whether the Property is or may be situated in a flood zone, dam inundation zone or an Earthquake Fault Zone and /or Seismic Hazard Zone, as defined in Sections 2621 et seq. and 2690 et seq. of the California Public Resources Code. Broker acknowledges that such information shall specifically exclude attorney - client communications. Broker is authorized to disclose any such information provided to prospective purchasers. In addition, Broker acknowledges and shall advise potential purchasers that information provided by potential purchasers to Broker and /or Owner shall be subject to the disclosure to the extent required by the Public Records Act. Notwithstanding the foregoing, Owner shall use good faith efforts to maintain the confidentiality of information provided by potential purchasers identified on its face as "confidential" to the extent permitted by the Public Records Act. 11. Owner represents that it is the owner of the Property and that, except as may be set forth in an addendum attached hereto, no person or entity who has an ownership interest in the Property is a foreign person as defined in the Foreign Investment in Real Property Tax Act (commonly known as FIRPTA "). 12. Broker has presented to Owner the Strategic Marketing Plan attached as Exhibit B ( "Marketing Plan") and agrees to use commercially reasonable efforts to market the Property in accordance with the Plan. The parties acknowledge that: (i) the Plan is intended to provide flexibility to Broker in order to maximize the opportunity for sale of the Property and (ii) changes in market conditions or in other factors affecting sale of the Property may necessitate deviations from or changes to the Marketing Plan. In addition, the parties agree to work cooperatively as reasonably requested by either party to modify the Marketing Plan from time to time. 13. Owner shall have the right terminate this Agreement (and the Term shall thereupon end) prior to expiration of the Term upon provision of thirty (30) days' notice to Broker, if Owner determines in its reasonable discretion that Broker has failed to market the Property in accordance with the requirements of this Agreement, including without limitation paragraphs 3, 6, 10, 12, 16 and 17. 14. Owner acknowledges that Broker is a national brokerage firm and that in some cases it may represent prospective purchasers. Owner desires that the Property be presented to such persons or entities and consents to the dual representation created thereby. Broker shall not disclose the confidential information of one principal to the other. 15. In the event that the Property comes under the jurisdiction of a bankruptcy court, Owner shall immediately notify Broker of the same. 16. In the event that Owner lists the Property with another broker after the expiration or termination of this Agreement, Owner agrees to provide in the subsequent listing agreement that a commission will not be payable to the new broker with respect to transactions for which Owner remains obligated to pay a commission to Broker under paragraph 4 hereof. Owner's failure to do so, however, shall not affect Owner's obligation to Broker under paragraph 4. 17. This Agreement shall be extended by Owner for an additional period of one year (to June 15, 2016) if Owner determines that Broker has, within the initial Term, satisfied each of the criteria and performance standards set forth in the Marketing Plan Sections titled "Marketing Execution and Delivery," "Marketing Implementation," "Our Commitment" and, if negotiations commence with any prospective purchaser, "Simplified Transaction Process." Throughout the Term (as extended), Broker shall provide written reports to Owner documenting its efforts on a monthly basis and the parties shall meet quarterly, or more frequently if requested by Owner, to review Broker's efforts and progress in satisfying the foregoing criteria and performance standards. 18. If either Owner or Broker 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. Attorneys' fees shall be calculated at the rate of $200 per hour or the actual rate paid by the prevailing party, whichever is less, multiplied by the number of hours reasonably incurred by the prevailing party's attorney(s) on those claims upon which it prevails. 19. Each signatory to this Agreement represents and warrants that he or she has full authority to sign this Agreement on behalf of the party for whom he or she signs and that this Agreement binds such party. 20. This Agreement constitutes the entire agreement between Owner and Broker and supersedes all prior discussions, negotiations and agreements, whether oral or written. No amendment, alteration, cancellation or withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Owner and Broker. This Agreement shall be binding upon, and shall benefit, the heirs, successors and assignees of the parties. In the event any clause, provision, paragraph or term of this Agreement shall be deemed to be unenforceable or void based on any controlling state or federal law, the remaining provisions hereof, and each part, shall remain unaffected and shall continue in full force and effect. 21. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The Americans With Disabilities Act. The undersigned Owner and Broker hereby acknowledge receipt of a copy of this Agreement (including Exhibits A and B) and the Schedule. Owner: Accepted: By: Title: Date: Address Phone: CBRE, INC. Licensed Real Estate Broker Ted Snell Chris Bates Title: Senior Vice President First Vice President Date: Address: Phone: By: Jeff Moore Title: Senior Managing Director Date: City of Tustin Jeffrey C. Parker City Manager 300 Centennial Way, Tustin, CA 92780 714 -573 -3100 CONSULT YOUR ADVISORS — This document has legal consequences. No representation or recommendation is made by Broker as to the legal or tax consequences of this Agreement or the transaction(s) which i contemplates. These are questions for your attorney and financial advisors. CBRE BI�DINC.OFSALECOMMLSSIONS BROKERAGE & MANAGEMENT LICENSED REAL ESTATE BROKER Property: A Portion of Tustin Legacy of approximately 43 acres for Commercial/Business Park located at Barranca Pkwy and Armstrong as shown in Exhibit A Broker's commission shall be determined based on the "Gross Sales Price" (defined below) of the Property and in accordance with the following commission schedule and the aggregate percentage shall be the "Total Commission." • 6% with respect to the portion of the Gross Sales Price that is less $5,000,000 • 5% with respect to the portion of the Gross Sales Price that is equal to or between $5,000,000 and $10,000,000 • 4% with respect to the portion of the Gross Sales Price that exceeds $10,000,000 For example, on transaction with a Gross Sales Price of $12,000,000: • 6% of first $5,000,000 = $300,000 • 5% of second $5,000,000 = $250,000 • 4% of last $2,000,000 = $88.000 Total Commission: $630,000 $630,000 Commission /$12,000,000 Gross Sale Price = 5.25% Total Commission "Gross Sales Price" shall mean any and all consideration received or receivable, in whatever form, including but not limited to assumption or release of existing liabilities, but shall specifically exclude (i) funds paid by a potential purchaser to reimburse Owner for its transaction costs; (ii) deposits retained by Owner due to cancellation of any exclusive negotiation agreement, purchase agreement, option agreement, license agreement or disposition and development agreement; (iii) marketing fees collected by Owner pursuant to any option agreement, license agreement or disposition and development agreement; (iv) funds (including without limitation, development impact fees and processing fees) paid pursuant to any regulatory condition or development agreement and (v) funds paid to Owner as a result of implementation of any community facilities or assessment district with respect to the Property. With respect to sale of the Property, the commission shall be paid at close of escrow through escrow, or if there is no escrow, then upon recordation of the deed. In the event that portions of the Property are sold separately, the foregoing commission shall be calculated at each close of escrow /recordation of deed with respect to the portion of the Property sold by Owner and the proceeds of such sale on a standalone basis shall be used to determine Total Commission. Commission pursuant to this Agreement shall be payable only for the sale of Property by Owner and not with respect to any subsequent sale. The provisions of this Schedule are hereby incorporated into and subject to the terms and provisions of the Exclusive Sales Listing Agreement to which this Schedule is attached. In the event Owner fails to make payments within the time limits set forth herein, then from the date due until paid the delinquent amounts shall bear interest at the rate of LIBOR plus 2 percent but in no event in excess of the maximum rate permitted in the state of California. (Los Angeles, Rev. 9/2011) Owner hereby acknowledges receipt of a copy of this Schedule and agrees that it shall be binding upon its heirs, successors and assignees. In the event that Owner sells or otherwise disposes of an interest in the Property, Owner shall remain liable for the commissions provided for in this Schedule and any agreement of which it is a part. The term "Owner" as used herein shall be deemed to include the owner of the Property, a party under contract to acquire the Property. Accepted: CBRE, INC. Licensed Real Estate Broker ME Owner: City of Tustin Jeffrey C. Parker Title: Ci y Manager Date: Address: 300 Centennial Way. Tustin. CA 92780 Phone: 714 -573 -3100 Ted Snell Chris Bates Title: Senior Vice President First Vice President Date: Address: Phone: By: Jeff Moore Title: Senior Managing Director Date: CONSULT YOUR ADVISORS — This document has legal consequences. No representation or recommendation is made by Broker as to the legal or tax consequences of this Agreement or the transaction(s) which it contemplates. These are questions foryour attorney and financial advisors. (Los Angeles, Rev. 9/2011) Exhibit A Property Subject to Agreement l V N Q v b� -bFb ZQ -bib a •ar>' ' � N�NVH NI! 5111 I -• a �' Cj Ln qr N W o m � ti° o i y�l❑ ti t L] m a I .n Z I y b b ti 4 aR RR-Sa ,7NQH15WE'V a �a [ •n. � a . nl>a Nl ese `� z z *' Nl a a ,��,� ❑ J STRON G ARM ++ Qi a W ti r^ g r c m W 1 v 2 � a N '�" r •'y LY•1 �'1 r, n 4�•n 4 � N 6 [y g ��� 'A "°r. ❑ b O R r.� Q . Ci R^ s a DQ � ctnr a n•iuo. v „ � � a• O ti b p Rey d -r F �m M i�... 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N 7 : D c i p Q s S V t t S N N = N � c N N 7 N 7 V �% N N 7 •- 0 C: C3 c 3-0 a > � t C c s c O 0 _ E V N 0 c D N N S 0 E a E o( p E o o E 5- a E t CD 0 CD S c a N 0 0 0 0 E a O 0 0 C a V c t O CD U •E � t C i � C o 0 i —o- (D � > i �V o E •N C N U E O E 0 w } O } c 0 D H N ° os O o ° 1E S 0- E N :° O N 0 0� 3 E a, 3 D a E t a 0 O Q c u N 0 �•N °� w -0 S O c E a > 7 N c c N a a o a� o a > V p V N S V V V N N S S N a a' } '> c 0° 3 °— o 0 0 i o U s o° °' a °- a 'E a 0° a x o LL; S �'- 0 3 o o p S 0-11) V w O N c a— N W Q m p U c 0 O CD a o f > E m t CD O V Q i' t S � � N N N S � S_ N _ 3 N p N N vi V} r N Q V C V c O N 0— CD E v CN �n O N O >. N p E O N N - N c •N N Oi p O O O Q V N _ N N V � E O w O CN I ( p c E co N p Q O E c CD CD S O O N O N V V O u CD C E O O O U :�- Ov p Q p O -T N o O O Ln > O N E N 0 _ p Q > _ u c �n N x O O t O * * C ,N N c C w Q CD U O N C S � co N °° c N� O E� N > p CJ CJ O k O E N O S L- O Q U 7 O o N co N V V O E E ao N v E V � O V Q r- N N N C c N p a� V O N iii m N N N N O p Ln Q p ' i N (1) N N --8 V -0 N 0 2 Q N W O N W Ln k U C Q N W N c Ln � V L° LLEJ O V Z 3 W W O o s o o N CD V m 2 E CUs ° 3 m E_ O � E °= 0 0 0 o� SEE 00 E U b � O t � � O o o ¢ = o b o o O Eo o� 2� m o O 3� o O o E 0 0 -° E° `o o`y � � o ° Q I E O o ' - 0 4 E 0" 0 ,0 O 0 0 s sE� - o o o E�oo `o E m s U �o U `0 3 0 3 OO I m