HomeMy WebLinkAboutC-5501 - Monrovia, 1499 - Exclusive Listing Agreement - Lease TransactionI_lll�
REAL ESTATE SERVICES
EXCLUSIVE LISTING AGREEMENT
LEASE TRANSACTION
O
The undersigned Owner hereby appoints The Voit Corporation, a California corporation, as
general partner of Voit Real Estate Services ("VRES ") as its sole agent and grants to VRES the
exclusive right to lease the real property located at 1499 Monrovia, Newport Beach CA 92663
(the "Property").
1) TERM: The term of this Agreement begins on May 1 2013 and will end at midnight on
October 31, 2013,
2) VRES' SERVICES: VRES will enlist the efforts of its firm to secure a satisfactory tenant(s)
for the Property, and if VRES deems it necessary, VRES will also solicit the cooperation of
other licensed real estate brokers. VRES will negotiate the terms of any lease on behalf of
Owner and in Owner's interest.
3) OWNER REFERRALS: Owner, at Owner's sole discretion, will refer to VRES routine
inquiries and offerings received by Owner regarding the Property, and negotiations will be
conducted solely by VRES or under VRES' direction, subject to Owner's review and final
approval. Inquiries and offerings received by Owner and not referred to VRES shall not fall
under the terms and conditions of this Agreement, and such transactions shall not be
subject to a commission.
4) ADVERTISING: Owner authorizes VRES to advertise and to place signage on the
Property. VRES, at its expense, will provide its standard signage and flyer /brochure. Any
additional advertising and promotion will be done at Owner's expense pursuant to a
program and budget agreed upon by Owner and VRES and will identify VRES as
exclusive agent for the Property.
5) COMMISSION: If, during the term hereof, Owner enters into a lease for all or a portion of
the Property, with the exception of the Prospective Tenant List attached hereto as Exhibit
A, Owner will pay to VRES a commission in accordance with the attached Schedule of
Commissions. Within 15 days after the end of the term, VRES will provide to Owner a list
of prospective tenant(s) to whom the Property was submitted (by VRES, Owner or any
third party) during the term: (i) who physically entered and was shown the Property during
the Term or any extension thereof by VRES; or (ii) for whom VRES or any cooperating
broker submitted to Owner a signed, written offer to lease or rent the Property. Owner,
however, shall have no obligation to VRES under this section 5 unless, not later than 15
calendar days after the end of the Term or any extension, VRES has provided Owner a
written notice of the names of such prospective tenant(s). If Owner enters into a lease
with a prospective tenant appearing on said list within 120 days after the end of the term,
Owner will pay a commission to VRES as provided above. Owner agrees that such 120 -
day period will be extended for so long as negotiations with a prospective tenant are
continuing.
6) ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement
turns into any other transaction, including, but not limited to, a sale, exchange, build to
suit, option to purchase, or right of first refusal, then VRES will automatically, without the
necessity of any further acts by Owner or VRES 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
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REAL ESTATE SERVICES
not addressed in the attached Schedule of Commissions, then the Owner shall pay to
VRES a market rate commission as dictated by local custom.
7) PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic,
contaminated or hazardous substances, or defective conditions, at the Property except as
Owner has informed VRES in writing. Owner authorizes VRES to transmit such
information to prospective tenants.
8) EXTENSION OF LISTING PERIOD: Upon expiration of the Listing Period as described
above, the Listing shall automatically renew and continue in full force and effect for
successive thirty (30) day periods without further written agreement unless either party
provides written notice to the other that the Listing shall terminate at the expiration of thirty
(30) days; provided, however, that the Listing Period shall automatically terminate one (1)
year after the end of the Listing Period described above unless prior to termination both
parties mutually execute a written agreement extending the Listing Period to another date.
Notwithstanding the above, Owner shall have the right to terminate this Agreement at any
time with 5 days prior written notice to VRES.
9) OTHER CLIENTS: Owner acknowledges that VRES may represent potential tenants and
consents to such dual representation. The company, affiliates, or brokers or employees of
the company may directly or indirectly own or may acquire an interest in properties that the
client may consider competitive with the subject property.
10) DISPUTE RESOLUTION: Any dispute arising out of this Agreement and /or any sale,
lease or alternative transaction involving the property shall first be submitted to mediation
pursuant to California Evidence Code Sections 1115 to 1129. If such dispute is not
resolved in mediation then it shall be submitted to binding arbitration pursuant to California
Code of Civil Procedure Section 1280.
11) FEES AND EXPENSES: If either party institutes legal action, arbitration or mediation 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 VRES when due will bear interest from the due date until paid at the legal rate of
interest.
12) AUTHORITY: Owner represents that it is the owner of the Property and /or has the full
right, power and authority to execute this Agreement and to consummate a transaction as
provided herein, and to perform Owner's obligations hereunder. The individuals signing
this Agreement represent that they are authorized signatories.
13) PROFESSIONAL ADVICE: VRES 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,
compliance with the Americans With Disabilities Act. VRES will have no obligation to
investigate any such matters unless expressly otherwise agreed to in writing by Owner
and VRES. 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 VRES' assistance in gathering any financial information.
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REAL ESTATE SERVICES
14) NON - DISCRIMINATION: It is unlawful for either Owner or VRES 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 and their respective successors
and assigns. The terms "Owner" and "Tenant" include affiliates, successors, assigns and
nominees and shall survive the execution of any sale, lease or alternative transaction.
16) PUBLICITY: Owner hereby consents to VRES' 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 counterparts, all of which shall
be considered one and the same agreement.
18) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between
Owner and VRES and supersedes all prior discussions. No modification of this
Agreement will be effective unless made in writing and signed by both Owner and VRES.
Owner acknowledges receipt of a copy of this Agreement and the Schedule of
Commissions.
[SIGNATURES ON NEXT PAGE]
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voit
REAL ESTATE SERVICES
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
CITY OF NEWPORT BEACH,
a California municipal corporation
By: O..
Name Printed: David Kiff
Title: City Manager
Address: 100 Civic Center Drive
Newport Beach, CA 92660
Phone:_ (949) 644-3300
Date:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 5/z0//3
By. l
Aaron C. Harp
City Attorney
ATTEST: 6,jq-13
Date:
r
By:
aty'—'—
Leilani I. Brown
City Clerk
Attachments
VOIT REAL ESTATE SERVICES
Li.cI 376
By:
Name Printed: Mark Read
Title: Managing Director
Address: 2020 Main Street, Suite 100
Irvine, CA 92614
Phone: 949/851-5100
Date:
[END OF SIGNATURES]
Schedule of Commissions
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10M
REAL ESTATE SERVICES
SCHEDULE OF COMMISSIONS
LEASE TRANSACTION
LEASE
Office /Commercial Property:
Listing Broker Only: Carter Harrington and Doug Killian representing both Landlord and
Tenant
1st Year:
1. Gross Lease:
51" Year:
6% of the Rent
2 I Year:
1 n Year:
5% of the Rent
5' Year:
5% of the Rent
2nd Year:
5% of the Rent
6tn through 10t" Year:
2.5% of the Rent
3rtl Year:
5% of the Rent
11th through 30th Year:
1 % of the Rent
&h Year:
5% of the Rent
Balance of the Term:
1 % of the Rent
VRES's fee for a month -to -month tenancy is one average month's rental with a minimum fee of
$1,000.00.
Listing Broker and Tenant Broker:
VRES to receive 1/3 of the below schedule and Tenant broker to receive 2 /3rds of the below
schedule.
Gross Lease:
1st Year:
6% of the Rent
51" Year:
6% of the Rent
2 I Year:
6% of the Rent
6"' through 10"' Year:
3% of the Rent
3rtl Year:
6% of the Rent
110 through 301h Year:
1.5% of the Rent
4" Year:
6% of the Rent
Balance of the Term:
1.5% of the Rent
VRES's fee for a month -to -month tenancy is one average month's rental with a minimum fee of
$500.00.
Subleases:
For a sublease, the commission will be computed in accordance with the above rates based
upon the aggregate rental set forth in the sublease.
Assignment or Cancellation of Lease:
For an assignment or cancellation of a lease, the commission will be based on the rent for
the unexpired portion of the lease term and computed at the rates set forth above, plus 5% of
any other consideration payable to Tenant for such assignment or cancellation.
CONDITIONS REGARDING LEASES
Cancellation Clauses: VRES will be paid a commission based upon the entire initial 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 VRES
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, VRES shall be paid the balance of its commission. If a cancellation payment
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includes the unamonized commission, then VRES 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 for the initial term as set forth in the lease. If a
rental concession is made by Landlord allowing Tenant not to pay for 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 112 of the Landlord's asking price.
Time of Payment: Commissions on leases shall be paid in full on the execution and
delivery of the lease between Landlord and Tenant. Broker is hereby authorized to deduct
its commission pursuant to the foregoing schedule from funds held in its trust account; the
Owner shall pay any differences in cash in accordance herewith. In the case of a lease
cancellation, the commission shall be paid in full on the execution of the document canceling
or terminating the lease.
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 VRES, 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 VRES has been paid a leasing commission, the portion of VRES's
share of the leasing commission attributable to the unexpired portion of the term will be
credited against the sales commission.
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 VRES the commissions due and /or which may become due
hereunder, unless Landlord shall obtain from the grantee of its interest and deliver to VRES
an agreement, in farm and substance and from a party acceptable to VRES, whereby the
grantee assumes Landlord's commission obligations hereunder. In the event of a sale, a
commission of 6% based upon the total consideration of the sale shall be paid to Voit and
the procuring broker. In the event Voit represents both seller and buyer, a 4% commission
shall be paid.
General: The term "lease" shall also be deemed to mean "sublease" and the terms
"Landlord" and "Tenant" shall also be deemed to mean "Subiandlord" and "Subtenant ", as
the case may be, together with the terms "Purchaser" and "Seller", shall be deemed to
include any subsidiaries, affiliates, successors and nominees of any of same.
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EXHIBIT A
Name /Organization
Gregg Todd
St. James Anglican Church —Jim Carlson, Jim Dale, Bill Dunlap