1997-0313_GRUBB & ELLIS_Representation Agreement0 •
REPRESENTATION AGREEMENT
(EXCLUSIVE AUTHORIZATION TO SELL)
THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT
The undersigned, City of San Juan Capistrano, ("Seller") hereby employs Grubb & Ellis ("Agent")
and grants to Agent, for a period of time (the "Term") commencing on date of signature, 1997, and
ending at midnight three hundred and sixty five (365) days after receipt of signature, 1998, and
subject to extension as set forth in paragraph 8 below, the exclusive and irrevocable right and
authority to sell that certain real property (the "Property") located on Camino Capistrano north of
Junipero Serra and further described as Orange County Assessor's Parcel #649-361-02, City of San
Juan Capistrano, County of Orange, State of California, and additionally described as 3.83 acres of
vacant, unimproved real property.
Any portion of this Agreement which is not numbered and fully completed shall have no force or
effect.
TERMS AND CONDITIONS
1) PURCHASE PRICE: The purchase price for the property is Two Million dollars
($2,000,000) payable at close of escrow pursuant to the terms stated herein.
2) DEPOSIT: There shall be a minimum deposit of Twenty -Five Thousand dollars ($25,000)
which shall be credited to the purchase price at close of escrow. Agent is authorized to
accept such deposit on behalf of Seller. Said deposit to be held uncashed by Agent until
opening of escrow.
3) NEW LOAN: Seller will, allow Sixty (60) days for a loan contingency.
4) ESCROW: Within Five (5) days of Agent's acceptance of DEPOSIT, Agent shall open
escrow with an acceptable Escrow Company ("Escrow Holder") by the simultaneous
deposit of a copy of the Purchase Agreement and Buyer's Deposit with Escrow Holder
(defined as "opening of escrow"). Seller and Buyer shall execute such further documents or
instruments as Escrow Holder may deem necessary to close this transaction within Escrow
Period. Close of Escrow ( or the "Closing Date") shall mean the date on which the deed
transferring the title to the Property is recorded, and shall occur within Sixty (60) calendar
days from the opening of Escrow. Escrow fees shall be paid 1/2 - Seller, 1/2 - Buyer. All
other closing costs shall be paid in accordance with the custom in the county where the
property is located.
5) TITLE: Within Five (5) calendar days after acceptance of Purchase Agreement, Seller shall
procure, and cause to be delivered to Buyer a preliminary title report issued by an acceptable
Title Company (the "Title Company) on the Property. Within Twenty -One (21) calendar
days following the receipt thereof, Buyer shall deliver to Seller written notice of any
-2 -
exceptions to which Buyer reasonably objects. Failure of Buyer to object within this period is a
waiver of exceptions to title. If Buyer objects to any exceptions, Seller shall within Seven (7)
calendar days after receipt of Buyer's objections, deliver to Buyer written notice that either (i) Seller
has removed the exception(s) to which Buyer has objected, or (ii) Seller is unwilling or unable to
eliminate said exception(s). If Seller fails to so notify Buyer or is unwilling or unable to remove any
such exception by the Closing Date, Buyer within 48 hours of time period set forth above, may elect
to terminate the Purchase Agreement and receive back the entire Deposit in which event Buyer and
Seller shall have no further obligations under the Purchase Agreement; or, alternatively, Buyer may
elect to purchase the Property subject to such exception(s). Sell shall convey by Grant Deed to Buyer
( or to such other person or entity as Buyer may specify) marketable fee title subject only to the
exceptions approved by Buyer in accordance with Purchase Agreement. Title shall be insured by a
standard California Land Title Association owner's policy of title insurance issued by the Title
Company in the amount of the purchase price with premium paid by Seller.
7) COMMISSION: In consideration of the brokerage services to be rendered by Agent, Seller
agrees to pay to Agent a commission equal to: 6% of the first $1,000,000 of sales price; 5%
of the second $1,000,000 of sales price and 4% of the sales price over $2,000,000.
Commissions shall be paid through escrow upon the closing of sales or exchange transactions;
absent an escrow, commission shall be paid upon recordation of a deed or upon delivery of
such deed or other instrument of conveyance if recordation is deferred more than one month
thereafter. In the event of a contract or agreement of sale, joint venture agreement, business
opportunity or other transaction not involving the delivery of a deed, commission shall be paid
upon the mutual execution of the agreement evidencing the transaction.
COMMISSION EXCLUSION:
A) In the event the Buyer is not represented by a real estate broker/agent and the property
is in Escrow by April 15, 1997, Agent shall assume all responsibilities involved to negotiate
and process the offer and shall receive fifty percent (50%) of the COMMISSION.
B) If the Buyer is represented by a real estate broker/agent, Agent shall assume all
responsibilities involved to negotiate and process the offer and share equally the
COMMISSION with the procuring broker.
8) EXTENSION OF TERM: If any agreement or letter of intent for the sale of the Property
is executed by all necessary parties, and/or an Escrow is opened, and if said agreement or
letter of intent is revoked, rescinded or otherwise terminated, and/or the Escrow account is
subsequently cancelled, the Term shall be extended by the number of calendar days during
which the sale agreement or letter of intent was in effect or the Escrow was open, whichever
is longer. The maximum extension permitted hereunder shall be the number of days remaining
on the Term from the date of the sale agreement or letter of intent was executed, or Escrow
0 0
-3-
opened, whichever event occurred earlier. Notwithstanding the foregoing, the Representation
Agreement shall expire in all cases no later than six (6) months after the original termination
date stated above. The purpose of this extension provision is to allow Agent the opportunity
to expose the Property to the marketplace for the full period of time contemplated by this
Agreement.
9) ARBITRATION: If a controversy arises with respect to the subject matter of this
Agreement or the transaction contemplated herein, (including but not limited to the parties'
rights to the Deposit or the payment of commissions as provided for herein), Seller and Agent
agree that such controversy shall be settled by final, binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and judgement upon
the award rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
10) Owner agrees to defend, indemnify and hold Broker harmless from any and all claims,
demands, liabilities and damages arising from any incorrect information supplied by Owner
or any information which Owner fails to supply.
11) Owner hereby authorizes Broker to represent and serve as agent for any prospective
purchaser of the Property or of any interest therein, and Owner hereby waives any conflict
of interests which might arise as a result thereof.
The undersig d Seller and A agree to the terms and conditions set forth in the Representation
Agreemen lltr and Agen cknowledge receipt of an executed copy hereof.
TITLE:
DATE:
,Me
1%i°�I�,`�
32400 Paseo Adelanto
San Juan Capistrano, CA
92675
DATE:
DATE:
•
March 17, 1997
dww,
Imlo�ro��m
IfINIIlH6 19b1
1776
Mr. Jim Cunningham, Vice President
Grubb & Ellis
4000 MacArthur Boulevard, Suite 1500
Newport Beach, California 92660
Re: Representation Agreement
Dear Mr. Cunningham:
MEMBERS OF THE CITY COUNCIL
COLLENE CAMPBELL
JOHN GREINER
WATT HART
GIL JONES
DAVID M. SWERDLIN
CITY MANAGER
GEORGESCARBOROUGH
Enclosed for your records is a fully -executed copy of the Representation Agreement
for 3.83 acres in San Juan Capistrano described as Assessor's Parcel No.
649-361-02.
Very truly yours,
Cheryl John on
City Clerk
Enclosure
cc: Mary Laub (with agreement)
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171
Grubb&Ellis
March 11, 1997
Mrs. Mary Laub
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
RE: Representation Agreement
Dear Mary:
Enclosed you will find two executed col
Spragins, Senior Vice President and Disti
Please have the appropriate person sign the agreement on behalf of the City and return one copy
to us. As soon as we have received the fully executed agreement, we shall begin making the
financial investment in signs and brochures.
Also enclosed is an aerial we think we will use on the brochure. We invite your comments.
Sincerely,
GRUBB & ELLIS COMPANY
COMMERCIAL REAL ESTATE SERVICES
im Cunningham
Vice President
JC: cmp
*' lL.—
Jim Auther
Senior Associate
MAR 12 1597
Grubb & ELlis Company
4000 MacArthur Boulevard, Suite 1500, Newport Beach, California 92660 jcunningA1wb2
(714) 833-2900 Fax (714) 833-8037
0
WAlft
mlo
19661f
mnnuem
1776
January 24, 1997
Mr. James L. Cunningham
Grubb & Ellis
4000 MacArthur Boulevard, No. 1500
Newport Beach, California 92660
Re. Property Listing for Sale of Site
Dear Mr. Cunningham:
MEMBERS OF THE CITY COUNCIL
COLLENE CAMPBELL
JOHN GREINER
WYATT HART
GIL JONES
DAVID M. S W ERDLIN
CITY MANAGER
GEORGESCARBOROUGH
At their meeting of January 21, 1997, the City Council of the City of San Juan Capistrano
authorized the City Manager to negotiate and sign a property listing and sales agreement
with Grubb & Ellis Company for marketing the City -owned 3.83 -acre site on Camino
Capistrano north of Junipero Serra Road, also known as Assessor Parcel No. 649-361-01.
Please feel free to contact Mary Laub at 443-6303 if you have any questions.
Very truly yours,
Cheryl Johns n
City Clerk
12400 PASEO ADELANTO. SAN JUAN CAPISTRANO. CALIFORNIA 92675 0 (714) 493-1171
• +
6. APPROVAL OF SPECIFICATIONS FOR REMOVAL AND INSTALLATION OF
FENCING AND SOLE SOURCE PURCHASE OF FENCING - EL CAMINO
REAL PARK (600.30)
As set forth in the Report dated January 21, 1997, from the Director of Engineering and
Building, the following were approved:
(a) The specifications for the removal and installation of fencing at the El Camino Real
Park; and
(b The sole source purchase of 2,530 feet of Typhoon Welded Mesh Security fencing
from Secure Technology Company in the amount of $44,871.
Staff was authorized to appropriate $50,000 from Capital Improvement Project No. 471 to
fund this project.
7. APPROVAL OF MUTUAL AID AGREEMENT FOR BUILDING DAMAGE
SAFETY ASSESSMENT IN THE ORANGE COUNTY OPERATIONAL AREA
600.50
As set forth in the Report dated January 21, 1997, from the Engineering and Building
Director, the Mutual Aid Agreement for Building Damage Safety Assessment was approved
with Orange County to provide for the cooperative emergency response efforts of building
engineers and inspectors to assess widespread building damage in the event of a major
earthquake or other disaster. The Mayor was authorized to execute the Agreement on behalf
of the City.
8. APPROVAL OF FINAL MAP- PARCEL MAP 96-140 - PROPERTY LOCATED
AT THE SOUTHERLY TERMINUS OF VIA SANTA MARIA (0_(420.70)
As set forth in the Report dated January 21, 1997, from the Director of Engineering and
Building, the Final Map to subdivide a 3.255 -acre site located at the southerly terminus of Via
Santa Maria into two parcels was approved, based on the finding that the Final Map is in
conformance with the Subdivision Map Act and conditions set forth in Council Resolution
No. 96-10-15-4. The City Engineer and City Clerk were authorized to execute the Final
Map, and the City Clerk was directed to record the Map with the County Recorder.
9. AWARD OF CONTRACT FOR COMMERCIAL REAL ESTATE SERVICES -
EAST SIDE OF CAMINO CAPISTRANO NORTH OF JUNIPERO
As set forth in the Report dated January 21, 1997, from the Administrative Services Director,
the City Manager was authorized to negotiate and execute a property listing and sales
agreement with Grubb & Ellis Company for the marketing of the City -owned 3.83 -acre site
located on Camino Capistrano north of Junipero Serra Road.
City Coumil Minute. -4- 1/21/97
AGENDA ITEM January 21, 1997
TO: George Scarborough, City Manager
FROM: Cynthia L. Pendleton, Administrative Services Director
SUBJECT: Selection of a Real Estate Agent to Market the Vacant 3.83 Acre Site on Camino
Capistrano North of]unipero Serra Road (AP#649-361-01)
lu.
By motion, authorize the City Manager to negotiate and execute a property listing and sales
agreement with Grubb & Ellis Company for the marketing of the City owned 3.83 acre site on
Camino Capistrano north of Junipero Serra Road (AP#649-3 6 1 -0 1).
BACKGROUND AND SITUATION
The City acquired the subject parcel in 1991 as part of the Northwest Open Space site, however, the
site is not part of the Open Space Master Plan.
In late summer 1996, the City began to receive statements of interest in the site. Because of these
inquiries on the site, the City decided to post a "Site Available" sign on the property in order to
determine what variety of possibilities existed for the property. Staff received many calls reacting to
the sign and it was decided to market the site for sale and to retain the services of a real estate agent.
On November 27,1996 the City sent correspondence to seventy (70) real estate firms and individuals
soliciting listing proposals for the subject property. The mailing fist was composed of 1) those firms
and individuals possessing current City business licenses, and 2) firms and individuals listed on the
roster obtained from the local Association of Realtors.
The City received six (6) complete proposals. The submitted proposals were reviewed and ranked
on the basis of completeness of the proposal, the suggested sale price and marketing process, the sale
commission percentage, and the professional experience and qualifications of the firm. The two firms
which best met all the review criteria were Grubb & Ellis and Sperry Van Ness.
FOR CRY COUNCIL AGED
, D/9
AGENDA ITEM -2- January 21, 1997
The following is comparison of the proposals received (copies of the complete proposals are on file
in the City Clerk's Office):
Proposed List Amount
Re/Max (Madeiros) 1,209,553 - 1,251,255
Re/Max (Hribar) not stated
Re/Max (Hernandez) 509,652 - 594,594
Richard Thomas Cos. not stated
Grubb & Ellis
Sperry Van Ness
1,350,000 - 2,300,000
1,670,000
Sale Period
9 months
4 months
6 to 18 months
Spring 1997
@12 months
(not stated)
Commission
5%
6%
6%
not stated
6% on first
million;5% on
second million;
4%on sale amount
over 2 million
6%
For comparison purposes, if the property were to sell for $2,200,000 the Sperry Van Ness
commission would be $132,000, the Grubb & Ellis commission would be $118,000: the difference
being $14,000. Both firms are equally qualified to market the property: the Grub & Ellis commission
would be the lesser of the two and it is on this basis that staff recommends listing the property with
Grubb & Ellis.
MRAHO-WINTLUM - 1�-. AVI._ 1 1 1�
N/A
1 11
N/A
NOTIFICATION
The six (6) firms responding to the solicitation of proposals will be notified of the City Council
decision.
• 0
AGENDA ITEM
ALTERNATE ACTIONS
-3-
January 21, 1997
By motion, authorize the City Manager to execute a property listing and sales agreement with
Grubb & Ellis Company for the marketing of the City owned 3.83 acre site on Camino
Capistrano north of Juniper Serra Road (AP#649-361-01).
2. Do not authorize the execution of a listing agreement with Grubb & Ellis.
3. Request more information from staff.
RECOMMENDATION
By motion, authorize the City Manager to execute a property listing and sales agreement with Grubb
& Ellis Company for the marketing of the City owned 3.83 acre site on Camino Capistrano north of
Junipero Serra Road (AP#649-361-01).
Respectfully submmitte b , tMaiy
d
C thia leton�l�_ sub